exv10w2






Exhibit 10.2




ARBITRON INC.

EMPLOYEE STOCK PURCHASE PLAN

(Amended and Restated as of May 13, 2008)




1. Purpose of Plan.




     The purpose of the Arbitron Inc. Employee Stock Purchase Plan (the “Plan”) is to advance the
interests of Arbitron Inc., a Delaware corporation formerly known as Ceridian Corporation (the
“Company”), and its stockholders by providing employees of the Company and certain of its
subsidiaries with an opportunity to acquire an ownership interest in the Company through the
purchase of common stock of the Company on favorable terms through payroll deductions. It is the
intention of the Company that the Plan qualify as an “employee stock purchase plan” under
Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and provisions of the
Plan shall be construed consistent with such intention.



2. Definitions.




     The following terms will have the meanings set forth below, unless the context clearly
otherwise requires:



     2.1 “Agent” means the party or parties designated by the Company to provide Share
Accounts and certain administrative services in connection with the Plan.



     2.2 “Applicable Dollar Limitation” means the maximum amount that a Participant can
accrue for purposes of purchases within any one calendar year as provided under Section 423(b)(8)
of the Code (i.e., $25,000 as of May 13, 2008, 2008).



     2.3 “Board” means the Board of Directors of the Company or any committee thereof to
which the Board of Directors has delegated authority with respect to the Plan.



     2.4 “Common Stock” means the common stock, par value $.50 per share, of the Company,
or the number and kind of shares of stock or other securities into which such common stock may be
changed in accordance with Section 11 of the Plan.



     2.5 “Committee” means the Compensation and Human Resources Committee of the Board, or
such successor committee that meets the criteria specified in Section 3.



     2.6 “Contribution Account” means an account established for each Participant to which
payroll deductions under the Plan are credited in accordance with Section 7.



     2.7 “Designated Subsidiary” means a Subsidiary that has been designated by the Board
from time to time, in its sole discretion, as eligible to participate in the Plan.



     2.8 “Employee” means any person, including an officer, who is employed on a full-time
or part-time basis by a Participating Employer.



     2.9 “Ending Date” means the last day of each Offering Period.



     2.10 “Exchange Act” means the Securities Exchange Act of 1934, as amended.



     2.11 “Fair Market Value” means, with respect to the Common Stock, as of any date:



     (a) if the Common Stock trades on a national securities exchange, the closing sale price
(for the primary trading session) on the date of grant; or



     (b) if the Common Stock does not trade on any such exchange, the average of the closing bid
and asked prices as reported by an authorized OTCBB market data vendor as listed on the OTCBB
website (otcbb.com) on the date of grant; or



     (c) if the Common Stock is not publicly traded, the Committee will determine the Fair Market
Value for purposes of the Plan using any measure of value it determines to be appropriate
(including, as it considers appropriate, relying on appraisals) in a manner consistent with the
requirements of Section 423 of the Code.



     For any date that is not a trading day, the Fair Market Value of a share of Common Stock for
such date will be determined by using the closing sale price or average of the bid and asked
prices, as appropriate, for the immediately preceding trading day and with the timing in the
clauses above adjusted accordingly. The Committee can substitute a particular time of day or other
measure of “closing sale price” or “bid and asked prices” if appropriate because of exchange or
market procedures or can, in its sole discretion, use weighted averages either on a daily basis or
such longer period as complies with Section 423 of the Code.



     2.12 “Grant Date” means the first day of each Offering Period.



     2.13 “Insider” means any Employee who is subject to Section 16 of the Exchange Act.



     2.14 “Offering Period” means each three-month period beginning on March 16 and ending
on June 15, or beginning on June 16 and ending on September 15, or beginning on September 16 and
ending on December 15, or beginning on December 16 and ending on March 15.



     2.15 “Participant” means an eligible Employee who elects to participate in the Plan
in accordance with Section 6.



     2.16 “Participating Employer” means the Company and any Designated Subsidiary that
has elected to participate in the Plan.



     2.17 “Share Account” means the brokerage account established by the Agent for each
Participant to which shares of Common Stock purchased under the Plan are credited in accordance
with Section 9. The Share Account will be established pursuant to a separate agreement between each
Participant and the Agent.



     2.18 “Subsidiary” means any subsidiary corporation of the Company within the meaning
of Section 424(f) of the Code.



 









 





3.  Administration.




     The Plan shall be administered by the Committee (or any successor thereto appointed by the
Board consisting of not less than three members, all of whom must be members of the Board who are
“Non-Employee Directors” as defined in Rule 16b-3 under the Exchange Act). Members of the Committee
shall be appointed from time to time by the Board, shall serve at the pleasure of the Board, and
may resign at any time upon written notice to the Board. A majority of the members of the Committee
shall constitute a quorum. The Committee shall act by majority approval of the members, but action
may be taken by the Committee without a meeting if
unanimous written consent is given. In accordance with and subject to the provisions of the
Plan, the Committee shall have authority to interpret the Plan, to make, amend and rescind rules
and regulations regarding the Plan (including rules and regulations intended to insure that
operation of the Plan complies with Section 16 of the Exchange Act), and to make all other
determinations necessary or advisable in administering the Plan, all of which determinations shall
be final and binding upon all persons. No member of the Committee shall be liable for any action or
determination made in good faith with respect to the Plan or any option granted under it. To the
extent consistent with corporate law, the Committee may delegate to any directors or officers of
the Company the duties, power and authority of the Committee under the Plan pursuant to such
conditions or limitations as the Committee may establish; provided, however, that only the
Committee may exercise such duties, power and authority with respect to Insiders. The Committee may
request advice or assistance or retain the services of such other persons as are necessary for the
proper administration of the Plan.



4. Eligibility.




     Any person who is (a) an Employee on the last day of the calendar month immediately preceding
a Grant Date, (b) is not on long-term disability or unpaid leave status at that time, and (c) has
reached the age of majority in the state or province in which he or she resides shall be eligible
to participate in the Plan for the Offering Period beginning on such Grant Date, subject to the
limitations imposed by Section 423(b) of the Code.




5. Offering Periods.




     Options to purchase shares of Common Stock shall be granted to Participants under the Plan
through a series of consecutive Offering Periods. The first Offering Period under the Plan began on
September 16, 1995. Offering Periods under the Plan shall continue until either (a) the Committee
decides, in its sole discretion, to cancel future Offering Periods because the Common Stock
remaining available under the Plan is insufficient to grant options to all eligible Employees, or
(b) the Plan is terminated in accordance with Section 17 below. Notwithstanding the foregoing, and
without limiting the authority of the Committee under Section 3, 11.2 and 17 of the Plan, the
Committee, in its sole discretion, may (a) accelerate the Ending Date of the then current Offering
Period and provide for the exercise of Options thereunder by Participants in accordance with
Section 9 of the Plan, or (b) accelerate the Ending Date of the then current Offering Period and
provide that all payroll deductions credited to the accounts of Participants will be paid to
Participants as soon as practicable after such Ending Date and that all Options for such Offering
Period will automatically be canceled and will no longer be exerciable.




6.  Participation.




     Participation in the Plan is voluntary. An eligible Employee may become a Participant in the
Plan by completing an enrollment form provided by the Company authorizing payroll deductions and
the establishment of a Share Account, and filing the enrollment form with the Company’s
Organization Effectiveness department not later than the last business day of the month immediately
preceding the Grant Date of the first Offering Period in which the Participant wishes to
participate. Any election to participate must be made in a manner that complies with the Company’s
Insider Trading Policy.




7.  Payroll Deductions.




     7.1 Each Employee electing to participate in the Plan shall designate on the enrollment form
the amount of money which he or she wishes to have deducted from his or her paycheck each pay day
to purchase Common Stock pursuant to the Plan. The aggregate amount of such payroll deductions
shall not be less than $25.00 per month, and shall not be more than 85% of one quarter of the
Applicable Dollar Limitation (currently, $5,312.50 (85% of $6,250)) per Offering Period, pro-rated
equally over the number of pay days applicable to a Participant during each such Offering Period.
Deductions for Plan purposes will not be withheld from compensation amounts, such as annual bonus
or gain sharing payments, that are not part of a Participant’s normal and recurring compensation
each payday.



     7.2 Payroll deductions for a Participant shall commence on the first pay day on or after the
Grant Date of the applicable Offering Period and shall continue until the termination date of the
Plan, unless participation in the Plan is sooner terminated as provided in Section 10, the
deduction amount is increased or decreased by the Participant as provided in Section 7.4,
deductions are suspended as provided in Section 7.4 or the Offering Period is adjusted by the
Committee as provided in Section 5. Except for a Participant’s rights to change the amount of,
suspend or discontinue deductions pursuant to Sections 7.4 and 10, the same deduction amount shall
be utilized for each pay day during subsequent Offering Periods, whether or not the Participant’s
compensation level increases or decreases. If the pay period of any Participant changes, such as
from weekly to semi-monthly, an appropriate adjustment shall be made to the deduction amount for
each pay day corresponding to the new pay period, if necessary, so as to ensure the deduction of
the proper amount as specified by the Participant in his or her enrollment form for that Offering
Period.



     7.3 All payroll deductions authorized by a Participant shall be credited to the Participant’s
Contribution Account. A Participant may not make any separate cash payment or contribution to such
Contribution Account. Contribution Accounts shall be solely for bookkeeping purposes, and no
separate fund or trust shall be established for payroll deductions. Until utilized to purchase
shares of Common Stock, funds from payroll deductions shall be held as part of the Participating
Employers’ general assets, and the Participating Employers shall not be obligated to segregate such
funds. No interest shall accrue on a Participant’s payroll deductions under the Plan.



 









 





     7.4 No increases or decreases in the amount of payroll deductions for a Participant may be
made during an Offering Period. A Participant may increase or decrease the amount of his or her
payroll deductions under the Plan, or may suspend such payroll deductions, for subsequent Offering
Periods by completing a change form and filing it with the Company’s Organization Effectiveness
department not later than the last business day of the month immediately preceding the Grant Date
for the Offering Period as of which such increase, decrease or suspension is to be effective. Any
change to the payroll deductions must be made in a manner that complies with the Company’s Insider
Trading Policy.



     7.5 Payroll deductions which are authorized by Participants who are paid other than in
U.S. currency shall be withheld in Contribution Accounts in the country in which such Participant
is employed until exercise of an option granted hereunder. Upon exercise of the option granted to
such Participant, the amount so withheld shall be converted into U.S. dollars on the basis of the
rate
of exchange, as published in the Wall Street Journal or provided by a generally recognized
source, for such currency into U.S. dollars as of the business day immediately preceding the Ending
Date for such Offering Period. The purchase price shall thereupon be paid to the Company in
U.S. dollars following such conversion, the extent to which the Participant may exercise an option
therefore being dependent, in part, upon the applicable rate of currency exchange. If, as a result
of fluctuations in the exchange rate between the U.S. dollar and a foreign currency during an
Offering Period, a Participant who is paid in such foreign currency has less than the minimum
permitted amount deducted during an Offering Period, the amount deducted will, nevertheless, be
used to purchase Common Stock in accordance with the Plan.




8.  Grant of Option.




     8.1 Subject to Section 8.2, on each Grant Date, each eligible Employee who is then a
Participant shall be granted (by operation of the Plan) an option to purchase the number of whole
and fractional shares (computed to the fourth decimal place) of Common Stock equal to the lesser of
(a) the amount determined by dividing the amount of payroll deductions credited to his or her
Contribution Account during the Offering Period beginning on such Grant Date by the Purchase Price
specified in the following sentence, or (b) the amount determined by dividing one quarter of the
Applicable Dollar Limitation (currently $6,250) by the Fair Market Value of one share of Common
Stock on the applicable Grant Date. The purchase price per share of such shares (the “Purchase
Price”) shall be the lesser of (i) 85% of the Fair Market Value of one share of Common Stock on the
applicable Grant Date, or (ii) 85% of the Fair Market Value of one share of Common Stock on the
applicable Ending Date.



     8.2 Despite any provisions of the Plan that may provide or suggest otherwise:



     (a) no Employee shall be granted an option under the Plan to the extent that immediately
after the grant, such Employee (or any other person whose stock ownership would be attributed to
such Employee pursuant to Section 424(d) of the Code) would own shares of Common Stock and/or hold
outstanding options to purchase shares of Common Stock that would in the aggregate represent 5% or
more of the total combined voting power or value of all classes of shares of the Company or of any
Subsidiary;



     (b) no Employee shall be granted an option under the Plan to the extent that the Employee’s
rights to purchase shares of Common Stock under all “employee stock purchase plans” (within the
meaning of Section 423 of the Code) of the Company and its Subsidiaries would accrue (i.e., become
exercisable) at a rate that exceeds the Applicable Dollar Limitation of Fair Market Value of such
shares of Common Stock (determined at the time such option is granted, which is the Grant Date) for
each calendar year in which such option is outstanding at any time; or



     (c) no Participant may purchase more than 6,000 shares of Common Stock under the Plan in any
given Offering Period.



9.  Exercise of Option.




     9.1 Unless a Participant withdraws from the Plan pursuant to Section 10, his or her option
for the purchase of shares of Common Stock granted for an Offering Period will be exercised
automatically and in full at the applicable Purchase Price as soon as practicable following the
Ending Date of such Offering Period. If the full amount credited to a Participant’s Contribution
Account during an Offering Period is not required to exercise such Participant’s option for that
Offering Period in full (due to the applicability of clause (b) of Section 8.1 and/or fluctuations
in the exchange rate between the U.S. dollar and the foreign currency in which such Participant is
paid), the amount not required to exercise such option shall promptly be refunded to the
Participant following the Ending Date of such Offering Period.



     9.2 No Participant (or any person claiming through such Participant) shall have any interest
in any Common Stock subject to an option under the Plan until such option has been exercised and
the shares of Common Stock purchased, at which point such Participant shall have all of the rights
and privileges of a stockholder of the Company with respect to shares purchased under the Plan.
During his or her lifetime, a Participant’s option to purchase shares of Common Stock under the
Plan is exercisable only by the Participant.



     9.3 Shares of Common Stock purchased pursuant to the exercise of options hereunder shall be
held in Share Accounts maintained for and in the name of each Participant by the Agent, such Agent
or its nominee to be the record holder of such shares for the benefit of the Participant. The Agent
shall provide each Participant with a quarterly statement of his or her Share Account.



     9.4 Dividends paid with respect to shares credited to each Share Account will be themselves
credited to such Account and, if paid in cash, will automatically be reinvested in whole and
fractional shares of Common Stock.



     9.5 A Participant may request that the Agent cause a stock certificate representing some or
all of the number of whole shares of Common Stock credited to the Participant’s Share Account be
issued in the name of the Participant. The Agent shall cause such certificate to be issued as soon
as practicable after its receipt of such request and the payment by the Participant of any
applicable issuance fees. From and after the date of the issuance of any such certificate, the
number of shares credited to the Participant’s Share Account shall be reduced by the number of
shares represented by such certificate, and the Participant shall thereafter be the record holder
of the shares represented by such certificate.



 









 





10.  Withdrawal; Termination of Employment.




     10.1 A Participant may terminate his or her participation in the Plan and withdraw all, but
not less than all, of the payroll deductions credited to his or her Contribution Account under the
Plan at any time on or before the last business day of an Offering Period by giving written notice
to the Company. The timing of any withdrawal must comply with the Company’s Insider Trading Policy.
The notice shall (a) state that the Participant wishes to terminate participation in the Plan,
(b) specify the withdrawal date, and (c) request the withdrawal of all of the Participant’s payroll
deductions held under the Plan. All of the Participant’s payroll deductions credited to his or her
Contribution Account will be paid to the Participant as soon as practicable after the withdrawal
date specified in the notice of withdrawal (or, if no such date is specified, as soon as
practicable after receipt of the notice of withdrawal), the Participant’s option for such Offering
Period will be automatically canceled, and no further payroll deductions for the purchase of shares
of Common Stock will be made for such Offering Period or for any subsequent Offering Period, except
pursuant to a re-enrollment in the Plan as provided in Section 10.2.




     10.2 If a Participant’s suspension of payroll deductions under the Plan pursuant to
Section 7.4 continues for four consecutive Offering Periods, such suspension shall be deemed an
election by the Participant to terminate his or her participation in the Plan, and
such termination shall be effective as of the Ending Date of the fourth consecutive Offering
Period during which no payroll deductions occurred. If, for any reason, a Participant’s net pay
after withholding taxes and other applicable deductions not related to the Plan (such as for health
and welfare benefits) each pay day becomes less than the amount the Participant has designated be
deducted each pay day for contribution to the Plan, such occurrence shall be deemed an election by
the Participant to terminate his or her participation in the Plan, and such termination shall be
effective immediately. Following such termination, all of the Participant’s payroll deductions
credited to his or her Contribution Account will be paid to the Participant as soon as practicable,
the Participant’s option for such Offering Period will be automatically canceled, and no further
payroll deductions for the purchase of shares of Common Stock will be made for such Offering Period
or for any subsequent Offering Period, except pursuant to a re-enrollment in the Plan as provided
in Section 10.4.



     10.3 Upon termination of a Participant’s employment with all Participating Employers for any
reason, including retirement or death, his or her participation in the Plan will automatically
cease and the payroll deductions accumulated in his or her Contribution Account will be returned to
the Participant as soon as practicable after such employment termination or, in the case of death,
to the person or persons entitled thereto under Section 12 below, and the Participant’s option for
the current Offering Period will be automatically canceled. For purposes of the Plan, the
termination date of employment shall be the Participant’s last date of actual employment and shall
not include any period during which such Participant receives any severance payments. A transfer of
employment between the Company and a Designated Subsidiary or between one Designated Subsidiary and
another Designated Subsidiary, or leave of absence approved by the Participating Employer, shall
not be deemed a termination of employment under this Section 10.3.



     10.4 A Participant’s termination of participation in the Plan pursuant to Section 10.1 or
10.2 will not have any effect upon his or her eligibility to participate in a subsequent Offering
Period by completing and filing a new enrollment form in accordance with Section 6 or in any
similar plan that may hereafter be adopted by the Company.




11.  Stock Subject to the Plan.




     11.1 The maximum number of shares of Common Stock that shall be reserved for sale under the
Plan shall be 850,000 shares, subject to adjustment as provided in Sections 11.2 and 11.3. The
shares to be sold to Participants under the Plan may be, at the election of the Company, either
treasury shares or shares authorized but unissued. If the total number of shares of Common Stock
that would otherwise be subject to options granted pursuant to Section 8 on any Ending Date exceeds
the number of shares then available under the Plan (after deduction of all shares for which options
have been exercised or are then outstanding), the Committee shall make a pro rata allocation of the
shares of Common Stock remaining available for issuance in as uniform and equitable a manner as is
practicable, as determined in the Committee’s sole discretion. In such event, the Company shall
give written notice of such reduction of the number of shares subject to the option to each
Participant affected thereby and shall return any excess funds accumulated in each Participant’s
Contribution Account as soon as practicable after the Ending Date of such Offering Period.



     11.2 In the event of any reorganization, merger, consolidation, recapitalization,
liquidation, reclassification, stock dividend, stock split, combination of shares, rights offering,
divestiture or extraordinary dividend (including a spin-off) or any other similar change in the
corporate structure or shares of the Company, the Committee (or, if the Company is not the
surviving corporation in any such transaction, the board of directors of the surviving corporation)
will make appropriate adjustments (which determination will be conclusive) as to the number and
kind of securities or other property (including cash) available for issuance or payment under the
Plan and, in order to prevent dilution or enlargement of the rights of Participants, (a) the number
and kind of securities or other property (including cash) subject to each outstanding option, and
(b) the Purchase Price of outstanding options.



     11.3 Subject to the following provisions of this Section 11.3, if the Company is the
surviving corporation in any reorganization, merger or consolidation with or involving one or more
other corporations, each outstanding option under the Plan shall apply to the amount and kind of
securities to which a holder of the number of shares of Common Stock subject to such option would
have been entitled immediately following such reorganization, merger or consolidation, with a
corresponding proportionate adjustment of the Purchase Price. If there is a (a) dissolution or
liquidation of the Company, (b) merger, consolidation or reorganization of the Company with one or
more other corporations in which the Company is not the surviving corporation, (c) sale of all or
substantially all of the assets of the Company to another person or entity, or (d) transaction
(including a merger or reorganization in which the Company is the surviving corporation) approved
by the Board that results in any person or entity owning more than 50% of the combined voting power
of all classes of stock of the Company, then the Plan and all options outstanding thereunder shall
terminate, except as provided in the following sentence. If provision is made in writing in
connection with such transaction for the continuation of the Plan and either the assumption of the
options theretofore granted or the substitution for such options of new options covering the stock
of a successor corporation (or a parent or subsidiary thereof), in either case with appropriate
adjustments as to the number and kinds of shares and exercise prices, then the Plan shall continue
in the manner and under the terms provided. If the Plan is terminated as provided in this
Section 11.3, the current Offering Period shall be deemed to have ended as of a date selected by
the Committee prior to such termination, and the options of each Participant then outstanding shall
be deemed to have been automatically exercised in accordance with Section 9.1 on such last trading
day. The Committee shall cause written notice to be sent of an event that will result in such a
termination to all Participants not later than the time the Company gives notice thereof to its
stockholders. Adjustments under this Section 11.3 shall be made by the Committee, whose
determination in that respect shall be final, binding and conclusive.



 









 





12. Designation of Beneficiary.




     12.1 A Participant may file a written designation of a beneficiary who is to receive a cash
refund of the amount, if any, from the Participant’s Contribution Account under the Plan in the
event of such Participant’s death at a time when cash is held for his or her account. Disposition
of shares of Common Stock in a Participant’s Share Account upon the Participant’s death shall be in
accordance with the agreement governing the Share Account.




     12.2 A designation of beneficiary pursuant to Section 12.1 may be changed by the Participant
at any time by written notice. In the event of the death of a Participant in the absence of a valid
designation of a beneficiary who is living at the time of such Participant’s death, the Company
shall deliver such cash to the executor or administrator of the estate of the Participant; or, if
no such executor or administrator has been appointed (to the knowledge of the Company), the Company in
its discretion, may deliver such cash to the spouse or to any one or more dependents or relatives
of the Participant; or, if no spouse, dependent or relative is known to the Company, then to such
other person as the Company may designate.



13. No Right to Employment.




     Nothing in the Plan will interfere with or limit in any way the right of the Company or any
Participating Employer to terminate the employment of any Employee or Participant at any time, nor
confer upon any Employee or Participant any right to continue in the employ of the Company or any
Participating Employer.




14. Rights As a Stockholder.




     As a holder of an Option under the Plan, a Participant will have no rights as a stockholder
unless and until such Option is exercised and the Participant becomes the holder of record of
shares of Common Stock. Except as otherwise provided in the Plan, no adjustment will be made for
dividends or distributions with respect to Options as to which there is a record date preceding the
date the Participant becomes the holder of record of such shares, except as the Committee may
determine in its sole discretion.




15. Transferability.




     Neither payroll deductions credited to a Participant’s Contribution Account nor any rights
with regard to the exercise of an option or to receive shares of Common Stock under the Plan may be
assigned, transferred, pledged or otherwise disposed of in any way (other than by will or the laws
of descent and distribution) by the Participant. Any such attempt at assignment, transfer, pledge
or other disposition shall be without effect.



16.  No Right to Employment.




     Notwithstanding any other provision of the Plan or any agreements entered into pursuant to the
Plan, the Company will not be required to issue any shares of Common Stock under the Plan, and a
Participant may not sell, assign, transfer or otherwise dispose of shares of Common Stock issued
pursuant to Options granted under the Plan, unless (a) there is in effect with respect to such
shares a registration statement under the Securities Act and any applicable state or foreign
securities laws or an exemption from such registration under the Securities Act and applicable
state or foreign securities laws, and (b) there has been obtained any other consent, approval or
permit from any other regulatory body that the Committee, in its sole discretion, deems necessary
or advisable. The Company may condition such issuance, sale or transfer upon the receipt of any
representations or agreements from the parties involved, and the placement of any legends on
certificates representing shares of Common Stock, as may be deemed necessary or advisable by the
Company in order to comply with such securities law or other restrictions.




17.  Amendment or Termination.




     The Board may suspend or terminate the Plan or any portion thereof at any time, and may amend
the Plan from time to time in such respects as the Board may deem advisable in order that Options
under the Plan will conform to any change in applicable laws or regulations or in any other respect
the Board may deem to be in the best interests of the Company; provided, however, that no
amendments to the Plan will be effective without approval of the stockholders of the Company if
stockholder approval of the amendment is then required pursuant to Section 423 of the Code or the
rules of any stock exchange or similar regulatory body. Upon termination of the Plan, the
Committee, in its sole discretion, may take any of the actions described in Section 5 of the Plan.




18. Notices.




     All notices or other communications by a Participant to the Company in connection with the
Plan shall be deemed to have been duly given when received by the Company’s Organization
Effectiveness department or by any other person designated by the Company for the receipt of such
notices or other communications, in the form and at the location specified by the Company.




19. Effective Date of Plan.




     The Plan was originally effective on June 29, 1995, subject to stockholder approval, which was
obtained on May 8, 1996. The Plan has been subsequently amended. This 2008 restatement will be
effective only on and after stockholder approval.




20. Miscellaneous.




     The headings to sections of the Plan have been included for convenience of reference only. The
Plan shall be interpreted and construed in accordance with the laws of the State of Delaware.
References in the Plan to “$” or “dollars” shall be deemed to refer to United States dollars unless
the context clearly indicates otherwise.