Exhibit
10.2


 


JANUS CAPITAL GROUP INC.


 


2004 Employment Inducement Award Plan


 


(Amended and Restated as of January 22, 2008)


 

















 


Table of Contents


 


	
  Article

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  1.   History, Effective Date, Objectives and
  Duration

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  2.   Definitions

  	
   

  	
  1

  
	
   

  	
   

  	
   

  
	
  3.   Administration

  	
   

  	
  9

  
	
   

  	
   

  	
   

  
	
  4.   Shares Subject to the Plan and Maximum
  Awards

  	
   

  	
  11

  
	
   

  	
   

  	
   

  
	
  5.   Eligibility and General Conditions of
  Awards

  	
   

  	
  12

  
	
   

  	
   

  	
   

  
	
  6.   Stock Options

  	
   

  	
  16

  
	
   

  	
   

  	
   

  
	
  7.   Stock Appreciation Rights and Limited Stock
  Appreciation Rights

  	
   

  	
  17

  
	
   

  	
   

  	
   

  
	
  8.   Restricted Shares

  	
   

  	
  18

  
	
   

  	
   

  	
   

  
	
  9.   Performance Units and Performance Shares

  	
   

  	
  19

  
	
   

  	
   

  	
   

  
	
  10.  Bonus Shares

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  11.  Beneficiary Designation

  	
   

  	
  20

  
	
   

  	
   

  	
   

  
	
  12.  Deferrals

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  13.  Rights of Employees/Directors/Consultants

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  14.  Change of Control

  	
   

  	
  21

  
	
   

  	
   

  	
   

  
	
  15.  Amendment, Modification, and Termination

  	
   

  	
  22

  
	
   

  	
   

  	
   

  
	
  16.  Withholding

  	
   

  	
  23

  
	
   

  	
   

  	
   

  
	
  17.  Successors

  	
   

  	
  24

  
	
   

  	
   

  	
   

  
	
  18.  Additional Provisions

  	
   

  	
  25

  



 

















 


Janus Capital Group Inc.


2004 Employment Inducement Award Plan


 


(AS ADOPTED EFFECTIVE AS OF APRIL
26, 2004 AND SUBSEQUENTLY AMENDED AND RESTATED ON January 22, 2008)


 


Article 1.   History, Effective Date, Objectives and
Duration


 


1.1              History.  Janus Capital
Group Inc., a Delaware corporation (the “Company”), has established the Janus
Capital Group Inc. 2004 Employment Inducement Award Plan, as set forth herein,
and as the same may be amended from time to time (the “Plan”).  The Plan was adopted by the Compensation
Committee of the Board of Directors of the Company on May 12, 2004, and
was ratified by the Board of Directors of the Company (the “Board”) on May 13,
2004, to be effective on April 26, 2004 (the “Effective Date”).  The first grant made in accordance with the
terms of this Plan is the grant made to the Company’s incoming Chief Investment
Officer on April 26, 2004.


 


1.2              Objectives of the Plan. 
The Plan is intended to assist the Company and its Subsidiaries in
attracting new employees, and to allow new employees of the Company and its
Subsidiaries to acquire equity ownership in the Company, thereby strengthening
their commitment to the success of the Company and stimulating their efforts on
behalf of the Company.  The Plan also is
intended to optimize the profitability and growth of the Company through
incentives which are consistent with the Company’s goals; to provide new
employees with an incentive for excellence in individual performance; and to
promote teamwork among employees.  To
achieve these objectives, the Plan is intended to provide only Awards that
constitute Employment Inducement Awards.


 


1.3              Duration of the Plan. 
The Plan shall commence on the Effective Date and shall remain in
effect, subject to the right of the Board or the Plan Committee to amend or
terminate the Plan at any time pursuant to Article 15 hereof, until all
Shares subject to it shall have been purchased or acquired according to the
Plan’s provisions.


 


Article 2.   Definitions


 


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


 


2.1              “Article” means an Article of
the Plan.


 


2.2              “Award” means Options, Restricted
Shares (awarded as Shares or Share Units), Bonus Shares (awarded as Shares or
Share Units), stock appreciation rights (SARs), Performance Units, Performance
Shares or Dividend Equivalents granted under the Plan.


 


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


 


2.4              “Board” has the meaning set forth
in Section 1.1.


 

















 


2.5              “Bonus Shares” means Shares or
Share Units that are awarded to a Grantee without cost and without restrictions
as an incentive to become an employee of the Company or a Subsidiary.


 


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


 


(a)        before the occurrence of a Change of Control, any one
or more of the following, as determined by the Committee:


 


(1)           a Grantee’s commission of a crime which,
in the judgment of the Committee, resulted or is likely to result in damage or
injury to the Company or a Subsidiary;


 


(2)           the material violation by the Grantee of
written policies of the Company or a Subsidiary;


 


(3)           the habitual neglect or failure by the
Grantee in the performance of his or her duties to the Company or a Subsidiary
(but only if such neglect or failure is not remedied within a reasonable remedial
period after Grantee’s receipt of written notice from the Company which
describes such neglect or failure in reasonable detail and specifies the
remedial period); or


 


(4)           action or inaction by the Grantee in
connection with his or her duties to the Company or a Subsidiary resulting, in
the judgment of the Committee, in material injury to the Company or a
Subsidiary; and


 


(b)        from and after the occurrence of a Change of Control,
the occurrence of any one or more of the following, as determined in the good
faith and reasonable judgment of the Committee:


 


(1)           Grantee’s conviction
for committing an act of fraud, embezzlement, theft, or any other act
constituting a felony involving moral turpitude or causing material damage or
injury, financial or otherwise, to the Company;


 


(2)           a demonstrably willful
and deliberate act or failure to act which is committed in bad faith, without
reasonable belief that such action or inaction is in the best interests of the
Company, which causes material damage or injury, financial or otherwise, to the
Company (but only if such act or inaction is not remedied within 15 business
days of Grantee’s receipt of written notice from the Company which describes
the act or inaction in reasonable detail); or


 


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(3)           the consistent gross
neglect of duties or consistent wanton negligence by the Grantee in the
performance of the Grantee’s duties (but only if such neglect or negligence is
not remedied within a reasonable remedial period after Grantee’s receipt of
written notice from the Company which describes such neglect or negligence in
reasonable detail and specifies the remedial period).


 


2.7     “Change
of Control” means, unless otherwise defined in an Award Agreement, any one
or more of the following:


 


(a)                      the acquisition or holding by any person,
entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of
the 1934 Act), other than by the Company or any Subsidiary or any employee
benefit plan of the Company or a Subsidiary (and other than by KCSI prior to
the Spin-off Distribution), of beneficial ownership (within the meaning of Rule 13d-3
under the 1934 Act) of 20% or more of the then-outstanding Common Stock or the
then-outstanding Voting Power of the Company; provided,
however, that no Change of Control shall occur solely by reason of
any such acquisition by a corporation with respect to which, after such
acquisition, more than 60% of both the then-outstanding common shares and the
then-outstanding Voting Power of such corporation are then beneficially owned,
directly or indirectly, by the persons who were the beneficial owners of the
then-outstanding Common Stock and Voting Power of the Company immediately
before such acquisition, in substantially the same proportions as their respective
ownership, immediately before such acquisition, of the then-outstanding Common
Stock and Voting Power of the Company; or


 


(b)                     individuals who, as of the date of the
Spin-off Distribution, constitute the Board (the “Incumbent Board”) cease for
any reason to constitute at least 75% of the Board; provided
that any individual who becomes a director after the Effective Date whose
election or nomination for election by the Company’s stockholders was approved
by at least 75% of the Incumbent Board (other than an election or nomination of
an individual whose initial assumption of office is in connection with an
actual or threatened “election contest” relating to the election of the
directors of the Company (as such terms are used in Rule 14a-11 under the
1934 Act) or “tender offer” (as such term is used in Section 14(d) of
the 1934 Act) or a proposed Extraordinary Transaction (as defined below)) shall
be deemed to be a member of the Incumbent Board; or


 


(c)                      approval by the stockholders of the
Company of any one or more of the following:


 


(1)           a merger, reorganization, consolidation
or similar transaction (any of the foregoing, an “Extraordinary Transaction”)
with respect to which persons who were the respective beneficial owners of the
then-outstanding Common Stock and Voting Power of the Company immediately
before such Extraordinary Transaction would not, if such Extraordinary
Transaction were to be consummated immediately after such stockholder approval
(but otherwise in accordance with the terms presented in writing to the
stockholders of the Company for their approval), beneficially own, directly or
indirectly, more than 60% of both the then-outstanding common shares and the
then-outstanding Voting Power of the 


 


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corporation
resulting from such Extraordinary Transaction, in substantially the same
proportions as their respective ownership, immediately before such
Extraordinary Transaction, of the then-outstanding Common Stock and Voting
Power of the Company,


 


(2)           a liquidation or dissolution of the
Company, or


 


(3)           the sale or other disposition of all or substantially
all of the assets of the Company in one transaction or a series of related
transactions.


 


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


 


2.8              “Change of Control Value” means
the Fair Market Value of a Share on the date of a Change of Control.


 


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


 


2.10            “Committee,” “Plan Committee”
and “Management Committee” have the meanings set forth in Article 3.


 


2.11            “Common Stock” means the common
stock, $.01 par value, of the Company.


 


2.12            “Company” has the meaning set
forth in Section 1.1.


 


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


 


2.14            “Disability” means, unless
otherwise defined in an Award Agreement, total disability as determined for
purposes of the long term disability plan of the Company or any Subsidiary or
other employer of the Grantee, and disability shall be deemed to occur for
purposes of the Plan on the date such determination of disability is made.


 


2.15            [Reserved.]


 


2.16            “Dividend Equivalents” has the
meaning set forth in Section 13.3.


 


2.17            “Effective Date” has the meaning
set forth in Section 1.1.


 


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2.18-A        “Eligible
Person” means any employee (including any officer) of the Company or any
Subsidiary who is determined by the Committee to be eligible for an Employment
Inducement Award, including any such employee who is on an approved leave of
absence, layoff, or has been subject to a disability which does not qualify as
a Disability.


 


2.18-B        “Employment
Inducement Award” means an Award to a Grantee that is determined by the
Committee to qualify as an employment inducement award within the meaning of
New York Stock Exchange Rule 303A.08 (or any successor rule relating
to shareholder approval of equity compensation plans that includes an exemption
for such awards and that is applicable to the Company).


 


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


 


2.20            “Extraordinary Transaction” has
the meaning set forth in Section 2.7.


 


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


 


2.22            “Freestanding SAR” means an SAR
that is granted independently of any other Award.


 


2.23            “Good Reason” means, unless
otherwise defined in an Award Agreement, the occurrence after a Change of
Control, without a Grantee’s prior written consent, of any one or more of the
following unless the Company remedies such event within sixty (60) days after
the Grantee provides a detailed notice to the Company of the acts or omissions
resulting in the Grantee’s belief that “Good Reason” exists (which such notice
must be provided to the Company within 90 days of the event):


 


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(a)        the assignment to the Grantee of any
duties which result in a material adverse change in the Grantee’s position
(including status, offices, titles, and reporting requirements), authority,
duties, or other responsibilities with the Company, or any other action of the
Company which results in a material adverse change in such position, authority,
duties, or responsibilities, other than an insubstantial and inadvertent action
which is remedied by the Company promptly after receipt of notice thereof given
by the Grantee,


 


(b)        any relocation of the Grantee of more
than 40 miles from the place where the Grantee was located at the time of the
Change of Control provided that such relocation results in a material negative
change to the Grantee’s employment, or


 


(c)        a material reduction or elimination of
any component of the Grantee’s rate of compensation, including (x) base
salary, (y) any incentive payment or (z) benefits or prerequisites which
the Grantee was receiving immediately prior to a Change of Control.


 


2.24            “Grant Date” has the meaning set forth in Section 5.2.


 


2.25            “Grantee” means an individual who has been
granted an Award.


 


2.26            [Reserved.]


 


2.27            “including” or “includes”
means “including, without limitation,” or “includes, without limitation,”
respectively.


 


2.28            “LTI Stock Plan” means the Janus
Capital Group Inc. 1998 Long Term Incentive Stock Plan or the Janus Capital
Group Inc. 2005 Long Term Incentive Stock Plan, as the same may be amended from
time to time, and any successor thereto.


 


2.30            “Option” means an option granted
under Article 6 of the Plan.


 


2.31            “Option Price” means the price at
which a Share may be purchased by a Grantee pursuant to an Option.


 


2.32            “Option Term” means the period
beginning on the Grant Date of an Option and ending on the expiration date of
such Option, as specified in the Award Agreement for such Option and as may,
consistent with the provisions of the Plan, be extended from time to time by
the Committee prior to the expiration date of such Option then in effect.


 


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


 


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2.34            “Performance-Based Exception”
means the performance-based exception from the tax deductibility limitations of
Code section 162(m).


 


2.35            “Performance Period” has the
meaning set forth in Section 9.2.


 


2.36            “Performance Share” or “Performance
Unit” has the meaning set forth in Article 9.


 


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


 


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


 


2.39            “Plan” has the meaning set forth
in Section 1.1.


 


2.40            “Required Withholding” has the
meaning set forth in Article 16.


 


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


 


2.42            “Retirement” means, for any
Grantee who is an employee of the Company or a Subsidiary (or is a director of
the Company, if the Grantee was an employee at the time he received an
Employment Inducement Award), (A) for any Award other than a Share Unit, a
Termination of Affiliation by the Grantee upon having both attained age
fifty-five (55) and completed at least ten (10) years of service with the
Company or a Subsidiary or (B) for any Share Unit, having both
attained age fifty-five (55) and completed at least ten (10) years of
service with the Company or a Subsidiary.


 


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


 


2.44            “SAR” means a stock appreciation
right.


 


2.45            “SEC” means the United States
Securities and Exchange Commission, or any successor thereto.


 


2.46            “Section” means, unless the
context otherwise requires, a Section of the Plan.


 


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


 


2.48            “Share” means a share of Common
Stock.


 


2.49            “Share Unit” means a bookkeeping
entry representing the equivalent of one share of Common Stock that is payable
in the form of Common Stock unless at the time of grant the Plan Committee or
the Board designates it to be paid in cash or any combination of cash and
Common Stock.


 


2.50            “Spin-off Distribution” means the
distribution by KCSI of at least 80% of the outstanding Shares, as a result of
which the Company ceases to be a subsidiary of KCSI.


 


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


 


2.52            “Subsidiary” means a United States
or foreign corporation or limited liability company, partnership or other
similar entity with respect to which the Company owns, directly or indirectly,
50% (or such lesser percentage as the Committee may specify, which percentage
may be changed from time to time and may be different for different entities)
or more of the Voting Power of such corporation, limited liability company,
partnership or other similar entity and “Consolidated Subsidiary” means a
Subsidiary that is consolidated with the Company for financial reporting
purposes.


 


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


 


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


 


2.55            [Reserved.]


 


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


 


Article 3.   Administration


 


3.1              Committee


 


(a)        Subject to Article 15, and to Section 3.2,
the Plan shall be administered by the Board, or a committee appointed by the
Board to administer the Plan (“Plan Committee”).  To the extent the Board considers it
desirable to comply with or qualify under Rule 16b-3 or meet the
Performance-Based Exception, the Plan Committee shall consist of two or more
directors of the Company, all of whom qualify as Outside Directors and “non-employee
directors” within the meaning of Rule 16b-3.  The number of members of the Plan Committee
shall from time to time be increased or decreased, and shall be subject to such
conditions, in each case as the Board deems appropriate to permit transactions
in Shares pursuant to the Plan to satisfy such conditions of Rule 16b-3
and the Performance-Based Exception as then in effect.


 


(b)        The Board or the Plan Committee may
appoint and delegate to another committee (“Management Committee”) any or all
of the authority of the Board or the Plan Committee, as applicable, with
respect to Awards to Grantees other than Grantees who are Section 16
Persons at the time any such delegated authority is exercised.  With respect to Awards that are intended to
meet the Performance-Based Exception and that are made to a Grantee who is
expected to be a Covered Employee, such delegation shall not include any
authority, which if exercised by the Management Committee rather than by the
Plan Committee, would cause the Grantee’s Award to fail to meet the
Performance-Based Exception.


 


(c)        Any references herein to “Committee” are
references to the Board, or the Plan Committee or the Management Committee, as
applicable.


 


3.2              Powers of Committee


 


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


 


(a)        to determine when, to whom and in what
types and amounts Awards should be granted and the terms and conditions
applicable to each Award, including the benefit payable under any SAR,
Performance Unit or Performance Share, and whether or not specific Awards shall
be granted in connection with other specific Awards, and if so whether they
shall be exercisable cumulatively with, or alternatively to, such other
specific Awards;


 


(b)        to determine the amount, if any, that a
Grantee shall pay for Restricted Shares, whether to permit or require the
payment of cash dividends thereon to be deferred and the terms 


 


9

















 


related thereto,
when Restricted Shares (including Restricted Shares acquired upon the exercise
of an Option) shall be forfeited and whether such shares shall be held in
escrow;


 


(c)        to construe and interpret the Plan and to
make all determinations necessary or advisable for the administration of the
Plan;


 


(d)        to make, amend, and rescind rules relating
to the Plan, including rules with respect to the exercisability and
nonforfeitability of Awards upon the Termination of Affiliation of a Grantee;


 


(e)        to determine the terms and conditions of
all Award Agreements (which need not be identical) and, with the consent of the
Grantee, to amend any such Award Agreement at any time, among other things, to
permit transfers of such Awards to the extent permitted by the Plan; provided that the consent of the Grantee shall not be
required for any amendment which (i) does not adversely affect the rights
of the Grantee, or (ii) is necessary or advisable (as determined by the
Committee) to carry out the purpose of the Award as a result of any new or
change in existing applicable law;


 


(f)         to cancel, with the consent of the
Grantee, outstanding Awards and to grant new Awards in substitution therefore;


 


(g)        to accelerate the exercisability
(including exercisability within a period of less than six months after the
Grant Date) of, and to accelerate or waive any or all of the terms and
conditions applicable to, any Award or any group of Awards for any reason and
at any time, including in connection with a Termination of Affiliation;


 


(h)        subject to Sections 1.3 and 5.3, to
extend the time during which any Award or group of Awards may be exercised;


 


(i)         to make such adjustments or modifications
to Awards to Grantees working outside the United States as are advisable to
fulfill the purposes of the Plan or to comply with applicable local law;


 


(j)         to impose such additional terms and
conditions upon the grant, exercise or retention of Awards as the Committee
may, before or concurrently with the grant thereof, deem appropriate, including
limiting the percentage of Awards which may from time to time be exercised by a
Grantee;


 


(k)        to ensure that any Award granted under
the Plan qualifies as an Employment Inducement Award; and


 


(l)         to take any other action with respect to
any matters relating to the Plan for which it is responsible.


 


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


 


Article 4.   Shares Subject to the Plan and Maximum
Awards


 


4.1              Number of Shares Available for Grants. 
Subject to adjustment as provided in Section 4.2 and subject to the
terms of Section 18.9, the number of Shares hereby reserved for issuance
under the Plan shall be 4,000,000, and the maximum number of Shares for which
Awards may be granted to any Grantee on any Grant Date, when aggregated with
the number of Shares for which Awards have previously been granted to such
Grantee in the same calendar year shall not exceed one percent (1%) of the
total Shares outstanding as of such Grant Date; provided, however, that the
total number of Shares for which Awards may be granted to any Grantee in any
calendar year shall not exceed 2,000,000. 
For purposes of determining the maximum for a Grantee under the
preceding sentence, any award of Shares that the Grantee receives under the LTI
Stock Plan shall be treated as if it were an Award of Shares under this Plan.  If any Shares subject to an Award granted
hereunder are forfeited or such Award otherwise terminates without the issuance
of such Shares or of other consideration in lieu of such Shares, the Shares
subject to such Award, to the extent of any such forfeiture or termination
shall again be available for grant under the Plan.  If any Shares (whether subject to or received
pursuant to an Award granted hereunder, purchased on the open market, or
otherwise obtained) are withheld, applied as payment, or sold pursuant to
procedures approved by the Committee and the proceeds thereof applied as
payment in connection with the exercise of an Award or the withholding of taxes
related thereto, such Shares, to the extent of any such withholding or payment,
shall again be available or shall increase the number of Shares available, as
applicable, for grant under the Plan. 
The Committee may from time to time determine the appropriate
methodology for calculating the number of Shares (i) issued pursuant to
the Plan, and (ii) granted to any Grantee pursuant to the Plan (or the LTI
Stock Plan).  Shares issued pursuant to
the Plan may be treasury Shares or newly-issued Shares.


 


4.2              Adjustments in Authorized Shares. 
In the event that the Committee determines that any dividend or other
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, subdivision,
consolidation or reduction of capital, reorganization, merger, scheme of
arrangement, split-up, spin-off or combination involving the Company or
repurchase or exchange of Shares or other rights to purchase Shares or other
securities of the Company, or other similar corporate transaction or event that
occurs at any time after the Spin-off Distribution affects the Shares such that
any adjustment is determined by the Committee to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan, then the Committee shall, in such manner
as it may deem equitable, adjust any or all of (i) the number and type of
Shares (or other securities or property) with respect to which Awards may be
granted, (ii) the 


 


11

















 


number and type of
Shares (or other securities or property) subject to outstanding Awards, and (iii) the
grant or exercise price with respect to any Award or, if deemed appropriate,
make provision for a cash payment to the holder of an outstanding Award or the
substitution of other property for Shares subject to an outstanding Award; provided, that the number of Shares subject to any Award
denominated in Shares shall always be a whole number.


 


Article 5.   Eligibility and General Conditions of Awards


 


5.1              Eligibility. 
Subject to Section 18.9, the Committee may grant Awards to any
Eligible Person, whether or not he or she has previously received an Award.


 


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


 


5.3              Maximum Term. 
The Option Term or other period during which an Award may be outstanding
shall under no circumstances extend more than 10 years after the Grant
Date, and shall be subject to earlier termination as herein provided; provided, however, that any deferral of a cash payment or of
the delivery of Shares that is permitted or required by the Committee pursuant
to Article 12 may, if so permitted or required by the Committee, extend
more than 10 years after the Grant Date of the Award to which the deferral
relates.


 


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


 


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


 


5.6              Termination of Affiliation. 
Except as otherwise provided in an Award Agreement, and subject to the
provisions of Section 14.1, the extent to which the Grantee shall have the
right to exercise, vest in, or receive payment in respect of an Award following
Termination of Affiliation shall be determined in accordance with the following
provisions of this Section 5.6.


 


(a)        For Cause.  If a Grantee
has a Termination of Affiliation for Cause, (i) the Grantee’s Restricted
Shares that are forfeitable shall thereupon be forfeited, subject to the
provisions of Section 8.4 regarding repayment of certain amounts to the
Grantee; and (ii) any unexercised Option, or SAR, and any Performance
Share or Performance Unit with respect to which the Performance Period has not
ended as of the date of such Termination of Affiliation, shall terminate
effective immediately upon such Termination of Affiliation.


 


(b)        On Account of Death or Disability. 
If a Grantee has a Termination of Affiliation on account of death or
Disability, then:


 


12

















 


(1)        the Grantee’s Restricted Shares that were forfeitable
shall thereupon become nonforfeitable;


 


(2)        any unexercised Option or SAR, whether or not
exercisable on the date of such Termination of Affiliation, may be exercised,
in whole or in part, within the first 12 months after such Termination of
Affiliation (but only during the Option Term) by the Grantee or, after his or
her death, by (i) his or her personal representative or the person to whom
the Option or SAR, as applicable, is transferred by will or the applicable laws
of descent and distribution, or (ii) the Grantee’s beneficiary designated
in accordance with Article 11; and


 


(3)        the benefit payable with respect to any Performance
Share or Performance Unit with respect to which the Performance Period has not
ended as of the date of such Termination of Affiliation on account of death or
Disability shall be equal to the product of the Fair Market Value of a Share as
of the date of such Termination of Affiliation or the value of the Performance
Unit specified in the Award Agreement (determined as of the date of such
Termination of Affiliation), as applicable, multiplied successively by each of
the following:


 


(i)            a fraction, the numerator of which is the
number of months (including as a whole month any partial month) that have
elapsed since the beginning of such Performance Period until the date of such
Termination of Affiliation and the denominator of which is the number of months
(including as a whole month any partial month) in the Performance Period; and


 


(ii)           a percentage determined by the Committee
that would be earned under the terms of the applicable Award Agreement assuming
that the rate at which the performance goals have been achieved as of the date
of such Termination of Affiliation would continue until the end of the
Performance Period, or, if the Committee elects to compute the benefit after
the end of the Performance Period, the Performance Percentage, as determined by
the Committee, attained during the Performance Period.


 


(c)     On Account of Retirement. 
If a Grantee has a Termination of Affiliation on account of Retirement,
then:


 


(1)        the Grantee’s Restricted Shares that were
forfeitable shall thereupon become nonforfeitable;


 


(2)        any unexercised Option or SAR, whether or
not exercisable on the date of such Termination of Affiliation, may be
exercised, in whole or in part, within the first five years after such
Termination of Affiliation (but only during the Option Term) by the Grantee or,
after his or her death, by (i) his or her personal representative or the
person to whom the 


 


13

















 


Option or SAR, as
applicable, is transferred by will or the applicable laws of descent and
distribution, or (ii) the Grantee’s beneficiary designated in accordance
with Article 11; and


 


(3)        the benefit payable with respect to any
Performance Share or Performance Unit with respect to which the Performance
Period has not ended as of the date of such Termination of Affiliation on
account of Retirement shall be equal to the product of the Fair Market Value of
a Share as of the date of such Termination of Affiliation or the value of the
Performance Unit specified in the Award Agreement (determined as of the date of
such Termination of Affiliation), as applicable, multiplied successively by
each of the following:


 


(i)            a fraction, the numerator of which is the number of
months (including as a whole month any partial month) that have elapsed since
the beginning of such Performance Period until the date of such Termination of
Affiliation and the denominator of which is the number of months (including as
a whole month any partial month) in the Performance Period; and


 


(ii)           a percentage determined by the Committee that would be
earned under the terms of the applicable Award Agreement assuming that the rate
at which the performance goals have been achieved as of the date of such
Termination of Affiliation would continue until the end of the Performance
Period, or, if the Committee elects to compute the benefit after the end of the
Performance Period, the Performance Percentage, as determined by the Committee,
attained during the Performance Period.


 


(d)   Any Other Reason. 
If a Grantee has a Termination of Affiliation for any reason other than
for Cause, death, Disability or Retirement, then:


 


(1)           the Grantee’s Restricted Shares, to the
extent forfeitable on the date of the Grantee’s Termination of Affiliation,
shall be forfeited on such date;


 


(2)           any unexercised Option or SAR, to the extent
exercisable immediately before the Grantee’s Termination of Affiliation, may be
exercised in whole or in part, not later than three months after such
Termination of Affiliation (but only during the Option Term) by the Grantee or,
after his or her death, by (i) his or her personal representative or the
person to whom the Option or SAR, as applicable, is transferred by will or the
applicable laws of descent and distribution, or (ii) the Grantee’s
beneficiary designated in accordance with Article 11;


 


(3)           if such Termination of Affiliation is the
result of the Grantee’s termination of employment by the Corporation or a
Consolidated Subsidiary (other than for Cause), then, in addition to giving
effect to the immediately preceding clause (2), the portion of any Option that
was not exercisable immediately before the Grantee’s Termination of
Affiliation, may be exercised in whole or in part, not later than three months
after such Termination of Affiliation (but only during the Option Term) by the
Grantee or, after his or her death, by (i) his or her 


 


14

















 


personal
representative or the person to whom the Option is transferred by will or the
applicable laws of descent and distribution, or (ii) the Grantee’s
beneficiary designated in accordance with Article 11; and


 


(4)           any Performance Shares or Performance
Units with respect to which the Performance Period has not ended as of the date
of such Termination of Affiliation shall terminate immediately upon such
Termination of Affiliation.


 


5.7              Nontransferability of Awards.


 


(a)        Except as provided in Section 5.7(c) below,
each Award, and each right under any Award, shall be exercisable only by the
Grantee during the Grantee’s lifetime, or, if permissible under applicable law,
by the Grantee’s guardian or legal representative.


 


(b)        Except as provided in Section 5.7(c) below,
no Award (prior to the time, if applicable, Shares are issued in respect of
such Award), and no right under any Award, may be assigned, alienated, pledged,
attached, sold or otherwise transferred or encumbered by a Grantee otherwise
than by will or by the laws of descent and distribution (or in the case of
Restricted Shares, to the Company), and any such purported assignment,
alienation, pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Subsidiary; provided,
that the designation of a beneficiary shall not constitute an assignment,
alienation, pledge, attachment, sale, transfer or encumbrance.


 


(c)        To the extent and in the manner permitted by the
Committee, and subject to such terms, conditions, restrictions or limitations
that may be prescribed by the Committee, a Grantee may transfer an Award to (i) a
spouse, sibling, parent, child (including an adopted child) or grandchild (any
of which, an “Immediate Family Member”) of the Grantee; (ii) a trust, the
primary beneficiaries of which consist exclusively of the Grantee or Immediate
Family Members of the Grantee; or (iii) a corporation, partnership or similar
entity, the owners of which consist exclusively of the Grantee or Immediate
Family Members of the Grantee.


 


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


 


5.9              Loans and Guarantees. 
The Committee may, subject to applicable law, (i) allow a Grantee
to defer payment to the Company of all or any portion of the Option Price of an
Option or the purchase price of Restricted Shares, or (ii) cause the
Company to loan to the Grantee, or guarantee a loan from a third party to the
Grantee for, all or any portion of the Option Price of an Option or the
purchase price of Restricted Shares or all or any portion of any taxes
associated with the exercise of, nonforfeitability of, or payment of benefits
in connection with, an Award.  Any such 


 


15

















 


payment deferral,
loan or guarantee by the Company shall be on such terms and conditions as the
Committee may determine.


 


Article 6.  Stock Options


 


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


 


6.2              Award Agreement. 
Each Option grant shall be evidenced by an Award Agreement that shall
specify the Option Price, the Option Term, the number of shares to which the
Option pertains, the time or times at which such Option shall be exercisable
and such other provisions as the Committee shall determine.


 


6.3              Option Price. 
The Option Price of an Option under this Plan shall be determined by the
Committee, and shall be equal to or more than 100% of the Fair Market Value of
a Share on the Grant Date; provided, however, that any Option that is (x) granted
to a Grantee in connection with the acquisition (“Acquisition”), however
effected, by the Company of another corporation or entity (“Acquired Entity”)
or the assets thereof, (y) associated with an option to purchase shares of
stock of the Acquired Entity or an affiliate thereof (“Acquired Entity Option”)
held by such Grantee immediately prior to such Acquisition, and (z) intended
to preserve for the Grantee the economic value of all or a portion of such
Acquired Entity Option (“Substitute Option”) may, to the extent necessary to
achieve such preservation of economic value, be granted with an Option Price
that is less than 100% of the Fair Market Value of a Share on the Grant Date.


 


6.4              Incentive Stock Options.  None of the
Options granted under this Plan shall be treated as “incentive stock options”
for purposes of the requirements of Section 422 of the Code.


 


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


 


(a)        cash, personal check or wire transfer;


 


(b)        Shares, valued at their Fair Market Value on the date
of exercise;


 


16

















 


(c)        Restricted Shares, each such Share
valued at the Fair Market Value of a Share on the date of exercise;


 


(d)        subject to applicable law, pursuant
to procedures approved by the Committee, through the sale of the Shares
acquired on exercise of the Option through a broker-dealer to whom the Grantee
has submitted an irrevocable notice of exercise and irrevocable instructions to
deliver promptly to the Company the amount of sale or loan proceeds sufficient
to pay for such Shares, together with, if requested by the Company, the amount
of federal, state, local or foreign withholding taxes payable by Grantee by
reason of such exercise; or


 


(e)        when permitted by the Committee,
payment may also be made in accordance with Section 5.9.


 


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


 


Article 7.   Stock Appreciation Rights and Limited Stock
Appreciation Rights


 


7.1              Grant of SARs. 
Subject to the terms and conditions of the Plan, SARs may be granted to
any Eligible Person at any time and from time to time as shall be determined by
the Committee.  The Committee may grant
Freestanding SARs, Tandem SARs, or any combination thereof.


 


The Committee
shall determine the number of SARs granted to each Grantee (subject to Article 4),
the Strike Price thereof, and, consistent with Section 7.2 and the other
provisions of the Plan, the other terms and conditions pertaining to such
SARs.  The Strike Price shall be
determined by the Committee, and shall be equal to or more than 100% of the
Fair Market Value of a Share on the Grant Date; provided, however, that an
Option that is (x) granted to a Grantee in connection with the acquisition
(“Acquisition”), however effected, by the Company of another corporation or
entity (“Acquired Entity”) or the assets thereof, (y) associated with an
option to purchase shares of stock of the Acquired Entity” or an affiliate
thereof (“Acquired Entity Option”) held by such Grantee immediately prior to
such Acquisition, and (z) intended to preserve for the Grantee the
economic value of all or a portion of such Acquired Entity Option (“Substitute
Option”) may, to the extent necessary to achieve such preservation of economic
value, be granted with an option price that is less than 100% of the Fair
Market Value of a Share on the Grant Date, provided that such grant is made in
a manner that will not result in the Substitute Option being subject to the
requirements of Section 409A of the Code.


 


7.2              Exercise of Tandem SARs. 
Tandem SARs may be exercised for all or part of the Shares subject to
the related Award upon the surrender of the right to exercise the equivalent 


 


17

















 


portion of the related
Award.  A Tandem SAR may be exercised
only with respect to the Shares for which its related Award is then
exercisable.


 


Notwithstanding
any other provision of this Plan to the contrary, with respect to a Tandem SAR,
(i) the Tandem SAR will expire no later than the expiration of the
underlying Option; (ii) the value of the payout with respect to the Tandem
SAR may be for no more than 100% of the difference between the Option Price of
the underlying Option and the Fair Market Value of the Shares subject to the
underlying Option at the time the Tandem SAR is exercised; and (iii) the
Tandem SAR may be exercised only when the Fair Market Value of the Shares
subject to the Option exceeds the Option Price of the Option.


 


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


 


(a)        the excess of the Fair Market Value of a
Share on the date of exercise over the Strike Price;


 


by


 


(b)        the number of Shares with respect to
which the SAR is exercised;


 


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


 


Article 8.   Restricted Shares


 


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


 


8.2              Award Agreement. 
Each grant of Restricted Shares shall be evidenced by an Award Agreement
that shall specify the Period(s) of Restriction, the number of Restricted
Shares granted, and such other provisions as the Committee shall
determine.  The Committee may impose such
conditions and/or restrictions on any Restricted Shares granted pursuant to the
Plan as it may deem advisable, including restrictions based upon the
achievement of specific performance goals (Company-wide, divisional, Subsidiary
and/or individual), time-based restrictions on vesting, and/or restrictions
under applicable securities laws.


 


18
















 


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


 


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


 


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


 


Article 9.   Performance Units and Performance Shares


 


9.1              Grant of Performance Units and
Performance Shares.  Subject to the terms of the Plan, Performance
Units or Performance Shares may be granted to any Eligible Person in such
amounts and upon such terms, and at any time and from time to time, as shall be
determined by the Committee.


 


9.2              Value/Performance Goals. 
Each Performance Unit shall have an initial value that is established by
the Committee at the time of grant.  Each
Performance Share shall have an initial value equal to the Fair Market Value of
a Share on the date of grant.  The
Committee shall set performance goals which, depending on the extent to which
they are met, will determine the number or value of Performance Units or
Performance Shares that will be paid out to the Grantee.  For purposes of this Article 9, the time
period during which the performance goals must be met shall be called a “Performance
Period.”


 


9.3              Earning of Performance Units and Performance Shares. 
Subject to the terms of this Plan, after the applicable Performance
Period has ended, the holder of Performance Units or Performance Shares shall
be entitled to receive a payout based on the number and value of Performance
Units or Performance Shares earned by the Grantee over the Performance Period,
to 


 


19

















 


be determined as a
function of the extent to which the corresponding performance goals have been
achieved.


 


If a Grantee is
promoted, demoted or transferred to a different business unit of the Company
during a Performance Period, then, to the extent the Committee determines the
performance goals or Performance Period are no longer appropriate, the
Committee may adjust, change or eliminate the performance goals or the
applicable Performance Period as it deems appropriate in order to make them
appropriate and comparable to the initial performance goals or Performance
Period.


 


9.4              Form and Timing of Payment of
Performance Units and Performance Shares.  Payment of
earned Performance Units or Performance Shares shall be made in a lump sum
following the close of the applicable Performance Period.  The Committee may pay earned Performance
Units or Performance Shares in the form of cash or in Shares (or in a
combination thereof) which have an aggregate Fair Market Value equal to the
value of the earned Performance Units or Performance Shares at the close of the
applicable Performance Period.  Such
Shares may be granted subject to any restrictions deemed appropriate by the
Committee.  The form of payout of such
Awards shall be set forth in the Award Agreement pertaining to the grant of the
Award.


 


As determined by
the Committee, a Grantee may be entitled to receive any dividends declared with
respect to Shares which have been earned in connection with grants of
Performance Units or Performance Shares but not yet distributed to the
Grantee.  In addition, a Grantee may, as
determined by the Committee, be entitled to exercise his or her voting rights
with respect to such Shares.


 


Article 10.   Bonus Shares


 


Subject to the terms of the Plan, the Committee may
grant Bonus Shares to any Eligible Person, in such amount and upon such terms
and at any time and from time to time as shall be determined by the
Committee.  The terms of such Bonus
Shares shall be set forth in the Award Agreement pertaining to the grant of the
Award.


 


Article 11.   Beneficiary Designation


 


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


 


20

















 


Article 12.   Deferrals


 


The Committee may
permit or require a Grantee to defer receipt of the payment of cash or the
delivery of Shares that would otherwise be due by virtue of the exercise of an
Option or SAR, the lapse or waiver of restrictions with respect to Restricted
Shares, the satisfaction of any requirements or goals with respect to
Performance Units or Performance Shares, or the grant of Bonus Shares.  If any such deferral is required or
permitted, the Committee shall establish rules and procedures for such
deferrals; provided, however, to the extent that such deferral is subject to Section 409A
of the Code, the rules and procedures established by the Committee shall
comply with Section 409A of the Code. 
Except as otherwise provided in an Award Agreement, any payment or any
Shares that are subject to such deferral shall be made or delivered to the
Grantee upon the Grantee’s Termination of Affiliation.


 


Article 13.   Rights of Employees/Directors/Consultants


 


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


 


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


 


13.3            Dividend Equivalents. 
Subject to the provisions of the Plan and any Award, the recipient of an
Award (including any Award deferred in accordance with procedures established
pursuant to Article 12) may, if so determined by the Committee, be
entitled to receive, currently or on a deferred basis, cash, stock or other
property dividends, or cash payments in amounts equivalent to cash, stock or
other property dividends on shares of Common Stock (“Dividend Equivalents”)
with respect to the number of shares of Common Stock covered by the Award, as
determined by the Committee, in its sole discretion, and the Committee may provide
that such amounts (if any) shall be deemed to have been reinvested in
additional shares or otherwise reinvested; provided, however, that if such
payment of dividends or Dividend Equivalents would be subject to Section 409A
of the Code, no such payment may be made if it would fail to comply with the
requirements set forth in Section 409A of the Code.


 


Article 14.   Change of Control


 


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


 


(a)        the Grantee’s Restricted Shares that were
forfeitable shall thereupon become nonforfeitable;


 


21

















 


(b)        any unexercised Option or SAR, whether or not
exercisable on the date of such Change of Control, shall thereupon be fully
exercisable and may be exercised, in whole or in part; and


 


(c)        the Company shall immediately pay to the
Grantee, with respect to any Performance Share or Performance Unit with respect
to which the Performance Period has not ended as of the date of such Change of
Control, a cash payment equal to the product of (i) in the case of a
Performance Share, the Change of Control Value or (ii) in the case of a
Performance Unit, the value of the Performance Unit specified in the Award
Agreement, as applicable, multiplied successively by each of the following:


 


(1)           a fraction, the numerator of which is the number of
whole and partial months that have elapsed between the beginning of such
Performance Period and the date of such Change of Control and the denominator
of which is the number of whole and partial months in the Performance Period;
and


 


(2)           a percentage equal to a greater of (x) the target
percentage, if any, specified in the applicable Award Agreement or (y) the
maximum percentage, if any, that would be earned under the terms of the
applicable Award Agreement assuming that the rate at which the performance
goals have been achieved as of the date of such Change of Control would
continue until the end of the Performance Period.


 


14.2    409A Exception.  With respect to each Award that is subject to
Section 409A of the Code, if a Change in Control would have occurred under
the Plan pursuant to the definition in Section 2.8 except that such Change
in Control does not constitute a change in the ownership or effective control
of the Company or a change in the ownership of a substantial portion of the
assets of the Company under Section 409A, then each such Award shall
become vested and non-forfeitable; provided, however, that the Grantee shall
not be able to exercise the Award, and the Award shall not become payable,
except in accordance with the terms of such Award or until such earlier time as
the exercise and/or payment complies with Section 409A of the Code.


 


Article 15.   Amendment, Modification, and Termination


 


15.1            Amendment, Modification, and Termination. 
Subject to the terms of the Plan, the Board may at any time and from
time to time, alter, amend, suspend or terminate the Plan in whole or in part
without the approval of the Company’s stockholders.  The Board may delegate to the Plan Committee
any or all of the authority of the Board under Section 15.1 to alter,
amend, suspend or terminate the Plan.


 


15.2            Adjustment of Awards Upon the Occurrence
of Certain Unusual or Nonrecurring Events.  The Committee
may make adjustments in the terms and conditions of, and the criteria 


 


22

















 


included in,
Awards in recognition of unusual or nonrecurring events (including the events
described in Section 4.2) affecting the Company or the financial
statements of the Company or of changes in applicable laws, regulations, or
accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan; provided that
no such adjustment shall be authorized to the extent that such authority would
be inconsistent with the Plan’s meeting the requirements of the
Performance-Based Exception.


 


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


 


Article 16.   Withholding


 


16.1            Withholding


 


(a)     Mandatory Tax Withholding.


 


(1)           Whenever, under the Plan, Shares are to
be delivered upon exercise or payment of an Award or upon Restricted Shares
becoming nonforfeitable, or any other event with respect to rights and benefits
hereunder, the Company shall be entitled to require (i) that the Grantee
remit an amount in cash, or if determined by the Committee, Mature Shares,
sufficient to satisfy all federal, state, local and foreign tax withholding
requirements related thereto (“Required Withholding”), (ii) the
withholding of such Required Withholding from compensation otherwise due to the
Grantee or from any Shares or other payment due to the Grantee under the Plan
or (iii) any combination of the foregoing.


 


(2)           Any Grantee who makes a Disqualifying
Disposition or an election under Section 83(b) of the Code shall
remit to the Company an amount sufficient to satisfy all resulting Required
Withholding; provided that, in lieu of or in
addition to the foregoing, the Company shall have the right to withhold such
Required Withholding from compensation otherwise due to the Grantee or from any
Shares or other payment due to the Grantee under the Plan.


 


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(b)        Elective Share Withholding.


 


(1)           Subject to Section 16.1(b)(2), a
Grantee may elect the withholding (“Share Withholding”) by the Company of a
portion of the Shares subject to an Award upon the exercise of such Award or upon
Restricted Shares becoming non-forfeitable or upon making an election under Section 83(b) of
the Code (each, a “Taxable Event”) having a Fair Market Value equal to (i) the
minimum amount necessary to satisfy Required Withholding liability attributable
to the Taxable Event; or (ii) with the Committee’s prior approval, a greater
amount, not to exceed the estimated total amount of such Grantee’s tax
liability with respect to the Taxable Event.


 


(2)           Each Share Withholding election shall be subject to
the following conditions:


 


(i)            any Grantee’s election shall be subject to the
Committee’s discretion to revoke the Grantee’s right to elect Share Withholding
at any time before the Grantee’s election if the Committee has reserved the
right to do so in the Award Agreement;


 


(ii)           the Grantee’s election must be made before the date
(the “Tax Date”) on which the amount of tax to be withheld is determined; and


 


(iii)          the Grantee’s election shall be irrevocable.


 


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


 


Article 17.   Successors


 


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


 


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Article 18.   Additional Provisions


 


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


 


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


 


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


 


18.4            Securities Law Compliance.


 


(a)     If the Committee deems it necessary to comply with any
applicable securities law, or the requirements of any stock exchange upon which
Shares may be listed, the Committee may impose any restriction on Shares
acquired pursuant to Awards under the Plan as it may deem advisable.  All certificates for Shares 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 rules, regulations and other requirements of the SEC, any stock
exchange upon which Shares are then listed, any applicable securities law, and
the Committee may cause a legend or legends to be put on any such certificates
to make appropriate reference to such restrictions.  If so requested by the Company, the Grantee
shall make a written representation to the Company that he or she will not sell
or offer to sell any Shares unless a registration statement shall be in effect
with respect to such Shares under the Securities Act of 1993, as amended, and
any applicable state securities law or unless he or she shall have furnished to
the Company evidence satisfactory to the Company that such registration is not
required.


 


(b)     If the Committee determines that the exercise or
nonforfeitability of, or delivery of benefits pursuant to, any Award would
violate any applicable provision of securities laws or the listing requirements
of any stock exchange upon which any of the Company’s equity securities are
listed, then the Committee may postpone any such exercise, nonforfeitability or
delivery, as applicable, but the Company shall use all reasonable efforts to
cause such exercise, nonforfeitability or delivery to comply with all such
provisions at the earliest practicable date.


 


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


 


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


 


18.7            Performance Measures. 
Subject to Section 18.9, the performance measure(s) to be used
for purposes of such Awards shall be chosen from among the following:


 


(a)        stock price;


(b)        market share;


(c)        sales (gross or net);


(d)        asset quality;


(e)        non-performing assets;


(f)         earnings per share;


(g)        return on equity;


(h)        costs;


(i)         operating income;


(j)         net income;


(k)        marketing-spending efficiency;


(l)         return on operating assets;


(m)       return on assets;


(n)        core non-interest income;


(o)        fund performance;


(p)        pre-tax margin;


(q)        pre-tax income; and/or


(r)         levels of cost savings.


 


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Any of the foregoing performance measures may be
applied, as determined by the Committee, in respect of the Company or any of
its subsidiaries, affiliates, business units or divisions and/or the Company’s
or any of its subsidiary’s, affiliate’s, business unit’s or division’s
worldwide, regional or country specific operations (or any combination of the
foregoing).  Performance measures shall
specify whether they are to be measured relative to budgeted or other internal
goals, operations, performance or results of the Company and/or any of its
subsidiaries, affiliates, business units or divisions, or relative to the
performance of one or more peer groups of the Company and/or any of its
subsidiaries, affiliates, business units or divisions, with the composition of any
such peer groups to be determined by the Committee at the time the performance
measure is established.  Performance
measures may be stated in the alternative or in combination.  The Committee shall have the right but not
the obligation to make adjustments to a performance measure to take into
account any unusual or extraordinary events, to the extent not inconsistent
with the requirements of the Performance-Based Exception.


 


The Committee may
adjust the determinations of the degree of attainment of the preestablished
performance goals; provided, however, that Awards which are designed to qualify
for the Performance-Based Exception may not be adjusted upward without the
approval of the Company’s stockholders (the Committee may adjust such Awards
downward).


 


In the event that
applicable tax and/or securities laws change to permit Committee discretion to
alter the governing performance measures without obtaining stockholder approval
of such changes, and still qualify for the Performance-Based Exception, the
Committee shall have sole discretion to make such changes without obtaining
stockholder approval.


 


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


 


18.9            Code Section 162(m). 
While the Performance-Based Exception continues to exist and to apply to
the Company pursuant to the Code, it is intended that the Committee shall be
able to grant Awards under this Plan that qualify for the Performance-Based
Exception.  Therefore, in the event that
the Company submits to shareholders, after the Effective Date, terms that are
intended to satisfy the Performance-Based Exception with respect to the types
of Awards that may be made under this Plan, and those terms are approved by the
shareholders (“Approved Terms”), then certain provisions of this Plan shall
automatically be modified as provided in this section effective as of the date
of such approval with respect to Awards that are granted on or after such date.


 


(a)     The provisions of Section 4.1 that
provide maximum Awards for any Grantee shall be modified to reflect any
Approved Terms that limit the Awards that may be given to any individual
Grantee.


 


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(b)        The provisions of Section 5.1 that
specify the eligibility of individuals for Awards under this Plan shall be
modified reflect any Approved Terms regarding eligibility, except that such
Approved Terms shall be narrowed (if necessary) so that only those individuals
who otherwise satisfy the Approved Terms and who are also employees of the
Company or a Subsidiary shall be eligible.


 


(c)        The provisions of Section 18.7 that
specify performance measures under this Plan shall be modified to reflect any
Approved Terms regarding performance measures.


 


(d)        In the case of any other provision of the
Plan that is necessary for an Award to qualify for the Performance-Based
Exception, and with respect to which Approved Terms become effective, such
provision of the Plan shall be modified to reflect such Approved Terms.


 


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


 


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