exv10w14






EXHIBIT
10.14




2008 MOLEX STOCK INCENTIVE PLAN

(As Amended and Restated)




	 	 	 	 	 	 	 
	PLAN HISTORY       
	PLAN ACTION	 	BOARD ADOPTION	 	STOCKHOLDER APPROVAL	 	EFFECTIVE DATE
	Original
	 	August 1, 2008
	 	October 31, 2008
	 	October 31, 2008
	Amendment and 

Restatement
	 	April 29, 2011
	 	N/A
	 	April 30, 2011






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2008 MOLEX STOCK INCENTIVE PLAN

(As of April 30, 2011)




Article 1. Establishment, Purpose, and Duration




     1.1 Establishment. Molex Incorporated, a Delaware corporation, established a stock incentive
compensation plan, originally effective as of October 31, 2008, known as the 2008 Molex Stock
Incentive Plan. This Plan is hereby amended and restated effective as of April 30, 2011, as set
forth in this document.




     (a) Combination of Prior Plans. Effective October 31, 2008, this Plan superseded and
replaced:




     (i) The 1998 Molex Stock Option and Restricted Stock Plan, as amended (the
“1998 Plan”);




     (ii) The 2000 Molex Long-Term Stock Plan, as amended (the “2000 Plan”); and




     (iii) The 2005 Molex Incentive Stock Option Plan, as amended (the “2005 Plan”)




(collectively referred to as the “Prior Plans”) by merging and combining the 1998 Plan, the
2000 Plan and the 2005 Plan into this single plan. Notwithstanding the foregoing, the Prior
Plans shall remain in effect until the awards previously granted under such Prior Plans
have been exercised, forfeited, are otherwise terminated, or any and all restrictions
lapse, as the case may be, in accordance with the terms of such awards.




     (b) Merger of 2005 Stock Award Plan. Effective April 30, 2011, this Plan is further
intended to supersede and replace he 2005 Molex Employee Stock Award Plan (the “2005 Stock
Award Plan”) by merging the 2005 Stock Award Plan with and into this Plan.




     (c) Types of Awards. This Plan permits the grant of Nonqualified Stock Options,
Incentive Stock Options, Restricted Stock, Performance Shares and Unrestricted Stock.




     (d) Effective Date. This Plan became originally effective upon stockholder approval as
of October 31, 2008 (the “Effective Date”) and shall remain in effect as provided in
Section 1.3 hereof. This Plan restatement is effective as of April 30, 2011.



     1.2 Purpose of this Plan. The purpose of this Plan is to induce designated Employees and
Directors to remain in the employ or service of the Company or any of its Subsidiaries, and to
encourage such Employees and Directors to secure or increase on reasonable terms their stock
ownership in the Company. The Company believes the Plan will promote continuity of management and
increase incentive and personal interest in the welfare of the Company by those who are primarily
responsible for shaping, carrying out the long-range plans of the Company and securing its
continued growth and financial success.



     1.3 Duration of this Plan. Unless sooner terminated as provided herein, this Plan shall
terminate ten (10) years from the Effective Date (i.e., on the day before the tenth
(10th) anniversary of the Effective Date). After this Plan is terminated, no Awards may
be granted but Awards previously granted shall remain outstanding in accordance with their
applicable terms and conditions and this Plan’s terms and conditions. Notwithstanding the
foregoing, no Incentive Stock Options may be granted more than 10 years after the earlier of: (a)
adoption of this Plan by the Board, or (b) the Effective Date.



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Article 2. Definitions




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




     (a) “Annual Award Limit” has the meaning set forth in Section 4.4.




     (b) “Applicable Laws” means the legal requirements relating to the administration of
equity plans or the issuance of share capital by a company, including under the applicable
U.S. state corporate laws, U.S. federal and applicable state securities laws, other U.S.
federal and state laws, the Code, any stock exchange rules and regulations that may from
time to time be applicable to the Company, and the applicable laws, rules and regulations
of any other country or jurisdiction where Awards are granted under the Plan, as such laws,
rules, regulations, interpretations and requirements may be in place from time to time.




     (c) “Award” means, individually or collectively, a grant under this Plan of
Nonqualified Stock Options, Incentive Stock Options, Restricted Stock, Unrestricted Stock
or Performance Shares, in each case subject to the terms of this Plan.




     (d) “Award Agreement” means either:




     (i) A written agreement entered into by the Company and a Participant setting
forth the terms and provisions applicable to an Award granted under this Plan; or




     (ii) A written or electronic statement issued by the Company to a Participant
describing the terms and provisions of such Award, including in each case any
amendment or modification thereof.




The respective Committee may provide for the use of electronic, Internet, or other
non-paper Award Agreements, and the use of electronic, Internet, or other non-paper means
for the acceptance and actions by a Participant.




     (e) “Beneficial Owner” or “Beneficial Ownership” shall have the meaning ascribed to
such term in Rule 13d-3 of the General Rules and Regulations under the Exchange Act.




     (f) “Board” or “Board of Directors” means the Board of Directors of the Company.




     (g) “Cause” means, unless otherwise specified in an applicable employment agreement
between the Company and a Participant, with respect to any Participant:




     (i) Conviction of a felony;




     (ii) Actual or attempted theft or embezzlement of the Company’s or any
Subsidiary’s assets;




     (iii) Use of illegal drugs;




     (iv) Material breach of an employment agreement between the Company or a
Subsidiary and the Participant;




     (v) Commission of an act of moral turpitude that in the judgment of the
respective Committee can reasonably be expected to have an adverse effect on the
business, reputation, or financial situation of the Company or any Subsidiary
and/or the ability of the Participant to perform his or her duties;



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     (vi) Gross negligence or willful misconduct in performance of the
Participant’s duties;




     (vii) Breach of fiduciary duty to the Company or any Subsidiary;




     (viii) Willful refusal to perform the duties of the Participant’s titled
position; or




     (ix) Breach of the Company’s Code of Business Conduct and Ethics.




     (h) “Change in Control” means, unless otherwise specified in an applicable employment
agreement between the Company or a Subsidiary and a Participant:




     (i) The purchase or other acquisition by any person, entity or group of persons,
within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) or any comparable successor provisions, or beneficial
ownership (within the meaning of Rule 13d-4 promulgated under the Exchange Act) of more
than fifty percent (50%) of either the outstanding shares of common stock of the Company or
the combined voting power of the Company’s then outstanding voting securities entitled to
vote generally;




     (i) The approval by the stockholders of the Company of a reorganization,
merger or consolidation, in each case, with respect to which persons who were
stockholders of the Company immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own more than fifty percent (50%) of
the combined voting power entitled to vote generally in the election of directors
of the reorganized, merged or consolidated company’s then outstanding securities;




     (ii) A liquidation or dissolution of the Company; or




     (iii) The sale of all or substantially all of the Company’s assets (i.e.,
greater than 40% of the total gross fair market value of all of the assets of the
Company immediately prior to such sale or disposition) within a 12-month period
ending on the date of the most recent sale or disposition.




     (iv) “Code” means the U.S. Internal Revenue Code of 1986, as amended from time
to time. For purposes of this Plan, references to sections of the Code shall be
deemed to include references to any applicable regulations thereunder and any
successor or similar provision, as well as any applicable interpretative guidance
issued related thereto.




     (j) “Committee” means:




     (i) With respect to Awards to Executive Officers, the Compensation Committee
of the Board or a subcommittee thereof, or any other successor committee designated
by the Board; and




     (ii) With respect to Awards to Non-Executive Officers, the Stock Option Plan
Committee, or any other successor committee designated by the Board or Compensation
Committee.




     (k) “Company” means Molex Incorporated, a Delaware corporation, and any successor
thereto as provided in Article 18 herein.




     (l) “Compensation Committee” means that committee of the Board of Directors (or any
other successor committee designated by the Board) that is designated by the Board to



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administer this Plan specifically with respect to Awards to Executive Officers. The
members of the Compensation Committee shall be appointed from time to time by, and shall
serve at the discretion of, the Board. If the Compensation Committee does not exist or
cannot function for any reason, the Board may take any action under the Plan that would
otherwise be the responsibility of the Compensation Committee.




     (m) “Covered Employee” means any key Employee who:




     (i) Is or may become a “Covered Employee,” as defined in Code Section 162(m);
and




     (ii) Is designated as a “Covered Employee,” either as an individual Employee
or class of Employees, with respect to an applicable Performance Period by the
Compensation Committee by the earlier of:




     (A) Ninety (90) days after the beginning of the Performance Period;
or




     (B) The date on which twenty-five percent (25%) of the applicable
Performance Period has elapsed.




     (n) “Director” means any individual who is a member of the Board of Directors and who
is not an Employee.




     (o) “Disability” means, unless otherwise specified in an applicable employment
agreement between the Company or a Subsidiary and a Participant:




     (i) In the case of an Employee, the Employee qualifying for long-term
disability benefits under any long-term disability program sponsored by the Company
or Subsidiary in which the Employee participates; and




     (ii) In the case of a Director, the inability of the Director to engage in any
substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death, or which has lasted or
can be expected to last for a continuous period of not less than 12 months, as
determined by the Board, based upon medical evidence and in accordance with Code
Section 22(e)(3).




     (p) “Discounted Option” means an Option whose Option Price is set at less than Fair
Market Value on the Grant Date.




     (q) “Effective Date” has the meaning set forth in Section 1.1(d).




     (r) “Employee” means any individual who:




     (i) Performs services for and is designated as an employee of the Company or a
Subsidiary on payroll records; or




     (ii) For all purposes under the Plan except related to the issuance of
Incentive Stock Options, is an employee in Retirement from the Company or a
Subsidiary and is providing consulting services to the Company or a Subsidiary
pursuant to a retirement agreement or arrangement.




Except as otherwise provided above, an Employee shall not include any individual during any
period he or she is classified or treated by the Company or a Subsidiary as an independent
contractor, a consultant, or any employee of an employment, consulting, or temporary agency
or



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any other entity other than the Company or a Subsidiary, without regard to whether such
individual is subsequently determined to have been, or is subsequently retroactively
reclassified as a common-law employee of the Company or a Subsidiary during such period.




     (s) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to
time, or any successor act thereto.




     (t) “Executive Officer” means those Employees who are specifically designated as
“Executive Officers” by the Board.




     (u) “Fair Market Value” or “FMV” means the closing price of a Share as of any date as
reported by the Wall Street Journal. In the event Shares are not publicly traded at the
time a determination of their value is required to be made hereunder, the determination of
their Fair Market Value shall be made by the respective Committee in accordance with the
regulations set forth under Code Section 409A.




     (v) “Grant Date” means the date on which the respective Committee approves the grant
of an Award by respective Committee action or such later date as specified in advance by
the respective Committee.




     (w) “Incentive Stock Option” or “ISO” means an Option to purchase Shares granted under
Article 6 to an Employee and that is designated as an Incentive Stock Option and that is
intended to meet the requirements of Code Section 422, or any successor provision.




     (x) “Insider” means an individual who is an officer or Director of the Company, or a
more than ten percent (10%) Beneficial Owner of any class of the Company’s equity
securities that is registered pursuant to Section 12 of the Exchange Act, as determined by
the Board or Compensation Committee in accordance with Section 16 of the Exchange Act.




     (y) “Involuntary Termination” means the Company’s or a Subsidiary’s termination of a
Participant’s employment pursuant to a planned employee reduction plan if:




     (i) The Participant has reached age 55 and was employed at least twenty (20)
years with the Company or a Subsidiary; or




     (ii) The Participant was employed at least twenty (25) years with the Company
or a Subsidiary.




     (z) “Non-Executive Officer” means Employees who are not designated as Executive
Officers by the Board.




     (aa) “Nonqualified Stock Option” or “NQSO” means an Option that is not intended to
meet the requirements of Code Section 422, or that otherwise does not meet such
requirements.




     (bb) “Option” means an Incentive Stock Option or a Nonqualified Stock Option, as
described in Article 6.




     (cc) “Option Price” means the price at which a Share may be purchased by a Participant
pursuant to an Option.




     (dd) “Participant” means any eligible individual as set forth in Article 5 to whom an
Award is granted.




     (ee) “Performance-Based Compensation” means compensation under an Award that is
intended to satisfy the requirements of Code Section 162(m) for certain performance-based



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compensation paid to Covered Employees. Notwithstanding the foregoing, nothing in this
Plan shall be construed to mean that an Award which does not satisfy the requirements for
performance-based compensation under Code Section 162(m) does not constitute
performance-based compensation for other purposes, including Code Section 409A.




     (ff) “Performance-Based Exception” means the exception for Performance-Based
Compensation from the tax deductibility limitations of Code Section 162(m).




     (gg) “Performance Measures” means measures as described in Article 9 on which the
performance goals are based and which are approved by the Company’s stockholders pursuant
to this Plan in order to qualify Awards as Performance-Based Compensation, if applicable.




     (hh) “Performance Period” means the period of time during which the performance goals
must be met in order to determine the degree of payout and/or vesting with respect to an
Award. Unless otherwise provided in the Award Agreement, the Performance Period shall be a
twelve (12) month period beginning on each July 1 and ending the immediately following June
30.




     (ii) “Performance Share” means an Award under Article 9 and subject to the terms of
this Plan, of which the number of Shares which vest is determined as a function of the
extent to which corresponding Performance Measures have been achieved.




     (jj) “Period of Restriction” means the period when a Restricted Stock Award is subject
to a substantial risk of forfeiture, as provided in Article 7.




     (kk) “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.




     (ll) “Plan” means this 2008 Molex Stock Incentive Plan, as amended from time to time.




     (mm) “Prior Plans” mean, collectively the 1998 Molex Stock Option and Restricted Stock
Plan, as amended, the 2000 Molex Long-Term Stock Plan, as amended, the 2005 Molex Incentive
Stock Option Plan, as amended.




     (nn) “Restricted Stock” means an Award granted to a Participant pursuant to Article 7.




     (oo) “Retirement” means if all of the following conditions are met at the time of
termination of employment:




     (i) The Participant has attained age 59 1/2; and




     (ii) The Participant was employed at least fifteen (15) consecutive years with
the Company or a Subsidiary.




     (pp) “Share” means a share of the Company’s Class A Common Stock, par value $.05 per
share.




     (qq) “Stock Option Plan Committee” means that committee of the Board of Directors (or
any other successor committee designated by the Board) that is designated by the Board to
administer this Plan specifically with respect to Awards to Non-Executive Officers. The
members of the Stock Option Plan Committee shall be appointed from time to time by, and
shall serve at the discretion of, the Board. If the Stock Option Plan Committee does not
exist or cannot function for



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any reason, the Board or Compensation Committee may take any action under the Plan
that would otherwise be the responsibility of the Stock Option Plan Committee.




     (rr) “Subsidiary” means any corporation or other entity, whether domestic or foreign,
in which the Company has or obtains, directly or indirectly, a proprietary interest of more
than fifty percent (50%) by reason of stock ownership or otherwise.




     (ss) “Unrestricted Stock” means an Award granted to a Participant pursuant to Article
8.



Article 3. Administration




     3.1 General.




     (a) Responsibility. Each respective Committee shall be responsible for administering
the Awards granted by it under this Plan, subject to this Article 3 and the other
provisions of this Plan.




     (b) Composition.




     (i) Compensation Committee. The Compensation Committee shall consist of not
less than two Directors who are both non-employee directors, within the meaning of
Rule 16b-3 of the Exchange Act, and “outside directors,” as defined in Treasury
Regulation Section 1.162-27; provided, however, that if at any time any member of
the Compensation Committee is not an outside director, as so defined, the
Compensation Committee may establish a subcommittee, consisting of all members who
are outside directors, for all purposes of any Award to a Covered Employee, unless
the Compensation Committee determines that such an Award is not intended to qualify
for the Performance-Based Exception.




     (ii) Stock Option Plan Committee. The Stock Option Plan Committee shall
consist of not less than two members of the Board (or any other successor committee
designated by the Board).




     (c) Actions. A majority of the members of the respective Committee shall constitute a
quorum. All determinations of the respective Committee shall be made by a majority of its
members. Any decision or determination reduced to writing and signed by a majority of the
members of such respective Committee shall be fully as effective as if it had been made by
a majority vote at a meeting duly called and held. All actions taken and all
interpretations and determinations made by the respective Committee shall be final and
binding upon the Participants, the Company, and all other interested individuals.
Notwithstanding the foregoing, members of the Board or the respective Committee who are
either eligible for Awards or have been granted Awards may vote on any and all matters,
including matters affecting the administration of the Plan or the grant of Awards pursuant
to the Plan. However, no such member shall act upon the granting of a specific Award to
himself or herself, but any such member may be counted in determining the existence of a
quorum at any meeting of the Board or the respective Committee during which action is taken
with respect to the granting of an Award to him or her.



     3.2 Authority of the Respective Committees. Each respective Committee shall have full and
exclusive discretionary power:




     (a) To determine the Executive Officers or Non-Executive Officers, as the case may be
for the respective Committee, who will receive Awards and become Participants in the Plan;



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     (b) To determine the time at which Awards shall be granted and the terms and
conditions of each Award, including, but not limited to:




     (i) Option periods, Period of Restriction or Performance Period;




     (ii) Vesting schedule, if any;




     (iii) Number of Shares subject to the Award; and




     (iv) Any such other terms and provisions of the Award Agreement, which are not
required to be identical among Participants;




provided, however, in making any such determinations, the respective Committee may take
into account the nature of the services rendered by the respective Executive Officer or
Non-Executive Officer his or her present and potential contribution to the Company’s
success, and such other factors as the respective Committee in its discretion shall deem
relevant; provided, further, with the exception of Section 5.2(b), neither the Compensation
Committee nor the Stock Option Plan Committee shall have any power to grant Awards to
Directors or to set the terms and conditions thereof;




     (c) To interpret the terms and the intent of this Plan and any Award Agreement or
other agreement or document ancillary to or in connection with this Plan;




     (d) To correct any defect or supply any omission or reconcile any inconsistency;




     (e) To adopt such rules, regulations, forms, instruments, and guidelines for
administering this Plan as the respective Committee may deem necessary or proper and if
applicable, to comply with Applicable Law and regulations; and




     (f) Subject to Article 16, to adopt modifications and amendments to any Award or Award
Agreement, including without limitation:




     (i) Accelerating the vesting of any Award;




     (ii) Extending the post-termination exercise period of an Award (subject to
the limitations of Code Section 409A); and




     (iii) Any other modifications or amendments that are necessary to comply with
the laws of the countries and other jurisdictions in which the Company and its
Subsidiaries operate.



Article 4. Number of Shares Available for Awards




     4.1 Plan Total. Subject to adjustment as provided in Section 4.5 herein, the maximum number of
Shares available for grant to Participants under this Plan (the “Share Authorization”) shall be:




     (a) Five million, one hundred and ninety thousand, two hundred and thirty nine
(5,190,239) Shares; and




     (b) The number of Shares which remained available for grant under the Company’s Prior
Plans as of the Effective Date; and




     (c) The number of Shares subject to outstanding Awards as of the Effective Date under
the Prior Plans that on or after the Effective Date cease for any reason to be subject to
such



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Awards (other than by reason of exercise or settlement of the Awards to the extent
they are exercised for or settled in vested and nonforfeitable Shares).



     4.2 Maximum Number of Shares Reserved for Certain Awards.




     (a) ISOs. The maximum number of Shares of the Share Authorization that may be issued
pursuant to ISOs under this Plan shall be two hundred and fifty thousand (250,000) Shares.




     (b) Unrestricted Stock. The maximum number of Shares of the Share Authorization that
may be issued as Unrestricted Stock under this Plan shall be one hundred and ninety
thousand, two hundred and thirty nine (190,239) Shares.



     4.3 Share Usage. Shares covered by an Award shall only be counted as used to the extent they
are actually issued. Any Shares related to Awards which terminate by expiration, forfeiture,
cancellation, or otherwise without the issuance of such Shares, are settled in cash in lieu of
Shares, shall be available again for grant under this Plan. Moreover, if the Option Price of any
Option granted under this Plan is satisfied by tendering Shares to the Company, only the number of
Shares issued, net of the Shares tendered, if any, will be delivered for purposes of determining
the maximum number of Shares available for delivery under this Plan. The Shares available for
issuance under this Plan may be authorized and unissued Shares, Shares available on the open market
or treasury shares purchased on the open market or otherwise reacquired.



     4.4 Annual Award Limit.




     (a) General. Unless and until the Compensation Committee determines that an Award to a
Covered Employee shall not be designed to qualify as Performance-Based Compensation, the
maximum aggregate number of Shares subject to Awards granted in any one calendar year to
any one Participant shall be five hundred thousand (500,000), as adjusted pursuant to this
Plan.




     (b) Unrestricted Stock. The maximum aggregate number of Shares subject to Unrestricted
Stock Awards granted in any one calendar year to any one Participant shall be three
thousand (3,000), as adjusted pursuant to this Plan.



     4.5 Adjustments in Authorized Shares.




     (a) Company Transactions.




     (i) General Rule. In the event of any corporate event or transaction such as
an amalgamation, a merger, consolidation, reorganization, recapitalization,
separation, partial or complete liquidation, stock dividend, stock split, reverse
stock split, split up, spin-off, division, consolidation or other distribution of
stock or property of the Company, combination of Shares, exchange of Shares,
dividend in kind, or other like change in capital structure, number of issued
Shares or distribution (other than normal cash dividends) to stockholders of the
Company, or any similar corporate event or transaction (a “Corporate Transaction”),
the respective Committee, in order to prevent dilution or enlargement of
Participants’ rights under this Plan, shall substitute or adjust, as applicable,
the number and kind of Shares that may be issued under this Plan or under
particular forms of Awards, the number and kind of Shares subject to outstanding
Awards, the Option Price applicable to outstanding Awards, the annual award limits,
and other value determinations applicable to outstanding Awards. Notwithstanding
the foregoing, with respect to Corporate Transactions, the Board may also:



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     (A) Substitute options or shares of another corporation (after
equitable adjustment to the number of shares and exercise price) and in
conjunction cancel outstanding Awards; or




     (B) Cancel outstanding Awards and provide payment to the Participants
equal to the value of the cancelled Awards.




The Board shall make all determinations under this subparagraph (i), and all such
determinations shall be conclusive and binding; provided, however, any adjustment
by the Board, as of the date such adjustment is made, may not materially or
adversely affect the rights of the holder of an Award without such holder’s
consent. Any such adjustments to Shares in accordance with this subparagraph (i)
shall be cumulative and the applicable provisions of the Plan affected by such
adjustment shall be deemed to be automatically amended accordingly; provided,
however, the Board shall take all necessary action so as to actually make all
necessary adjustments in the number and kind of securities subject to any
outstanding Options, Restricted Stock and/or Performance Shares and the exercise
price thereof.




     (ii) Special Circumstances Requiring Adjustment. The respective Committee, in
its sole discretion, may also make appropriate adjustments in the terms of any
Awards under this Plan to reflect, or related to, such changes or distributions and
to modify any other terms of outstanding Awards, including modifications of
performance goals and changes in the length of Performance Periods. The
determination of the respective Committee as to the foregoing adjustments, if any,
shall be conclusive and binding on Participants under this Plan.




     (iii) Issuance or Assumption of Benefits. Subject to the provisions of Article
16 and notwithstanding anything else herein to the contrary, without affecting the
number of Shares reserved or available hereunder, the respective Committee may
authorize the issuance or assumption of benefits under this Plan in connection with
any amalgamation, merger, consolidation, acquisition of property or stock, or
reorganization upon such terms and conditions as it may deem appropriate
(including, but not limited to, a conversion of equity awards into Awards under
this Plan in a manner consistent with paragraph 53 of FASB Interpretation No. 44 or
subsequent accounting guidance), subject to compliance with the rules under Code
Sections 422 and 424, as and where applicable. The respective Committee shall
provide to Participants reasonable written notice (which may include, without
limit, notice by electronic means) within a reasonable time of any such
determinations it makes.




     (iv) Fractional Shares. No adjustment or substitutions provided for in this
Article shall require the Company to sell a fractional share, and the total
substitution or adjustment with respect to each Award shall be limited accordingly.



Article 5. Eligibility and Participation




     5.1 Eligibility. Individuals eligible to participate in this Plan include any Employee and all
Directors.



     5.2 Actual Participation.




     (a) Executive Officers. Subject to the provisions of this Plan, the Compensation
Committee may, from time to time, select from all Executive Officers for a given calendar
year, those Executive Officers to whom Awards shall be granted and shall determine, in its
sole discretion, the nature of, any and all terms permissible by law, and the amount of
each Award.



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     (b) Non-Executive Officers. Subject to the provisions of this Plan, the Stock Option
Plan Committee may, from time to time, select from all Non-Executive Officers, those
Non-Executive Officers to whom Awards shall be granted and shall determine, in its sole
discretion, the nature of any and all terms permissible by law, and the amount of each
Award.




     (c) Automatic Grant of Options to Outside Directors. Notwithstanding any other
provision of the Plan to the contrary, each Director shall receive only an automatic
nondiscretionary Option grant on the date of the annual stockholders meeting during the
term of the Plan. Any Option granted to a Director shall be a Nonqualified Stock Option.
The amount of Shares subject to the NQSO that will be automatically granted to each
Director for each year shall be the amount of Shares equal to 500 multiplied by the number
of years of service to the Board or fraction thereof. Notwithstanding the foregoing, no
Option grant to a Director shall exceed the lesser of:




     (i) 5,000 Shares; or




     (ii) The number of Shares whose Fair Market Value on the Grant Date does not
exceed $150,000.



     5.3 Leaves of Absence. Notwithstanding any other provision of the Plan to the contrary, for
purposes of determining Awards granted hereunder, a Participant shall not be deemed to have
incurred a termination of employment if such Participant is placed on military or sick leave or
such other leave of absence which is considered as continuing intact the employment relationship
with the Company or any Subsidiary. In such a case, the employment relationship shall be deemed to
continue until the date when a Participant’s right to reemployment shall no longer be guaranteed
either by law or contract.



     5.4 Transfer of Service. Notwithstanding any other provision of the Plan to the contrary, for
purposes of determining Awards granted hereunder, a Participant shall not be deemed to have
incurred a termination of employment if the Participant’s status as an Employee or Director
terminates and the Participant is then, or immediately thereafter becomes, an eligible individual
due to another status or relationship with the Company or any Subsidiary.



Article 6. Options




     6.1 Grant of Options. Subject to the terms and provisions of this Plan, Options may be granted
to Participants in such number, and upon such terms, and at any time and from time to time as shall
be determined by the respective Committee, in its sole discretion; provided that ISOs may be
granted only to eligible Employees of the Company or any Subsidiary (as permitted under Code
Sections 422 and 424).



     6.2 Award Agreement. Each Option grant shall be evidenced by an Award Agreement that shall
specify the Option Price, the maximum duration of the Option, the number of Shares to which the
Option pertains, the conditions upon which an Option shall become vested and exercisable, and such
other provisions as the respective Committee shall determine which are not inconsistent with the
terms of this Plan. Unless otherwise provided, all Options granted shall be NQSOs.



     6.3 Option Price.




     (a) General Rule for Awards to Executive Officers, Non-Executive Officers and
Directors. Subject to paragraph (b) immediately below, the Option Price for each grant of
an Option under this Plan shall be determined by the respective Committee in its sole
discretion and shall be specified in the Award Agreement; provided, however, the Option
Price must be at least equal to one hundred percent (100%) of the FMV of the Shares as
determined on the Grant Date. With respect to a Participant who owns, directly or
indirectly, more than ten percent (10%) of the total combined voting power of all classes
of the stock of the Company or any Subsidiary, the



12









 






Option Price of Shares subject to an ISO shall be at least equal to one hundred and
ten percent (110%) of the Fair Market Value of such Shares on the ISO’s Grant Date.




     (b) Discounted Options for Non-Executive Officers. Notwithstanding anything to the
contrary in this Plan, the Stock Option Plan Committee, in its sole discretion, may set an
Option Price for any grant of an Option under this Plan to a Non-Executive Officer at less
than a Share’s FMV on the Grant Date.



     6.4 Term of Options.




     (a) Vesting.




     (i) General Rule. Options granted under this Section 6 shall vest at such
times and be subject to such restrictions and conditions as the respective
Committee shall in each instance approve, which need not be the same for each grant
or for each Participant. Notwithstanding the preceding sentence, the Fair Market
Value of Shares to which ISOs are exercisable for the first time by any Participant
during any calendar year may not exceed $100,000. Any ISOs that become exercisable
in excess of such amount shall be deemed NQSOs to the extent of such excess.
Notwithstanding anything to the contrary, all Options must vest 100% within 10
years from the Grant Date.




     (ii) Default Vesting. If the Award does not specify the time or times at which
an Option shall vest, the Option shall vest ratably over four years commencing on
the first anniversary of the Grant Date. The percentages vested and exercisable are
cumulative with respect to any Option.




     (iii) Acceleration of Vesting.




     (A) Automatic Vesting. Notwithstanding subparagraphs (i) and (ii)
immediately above, all Options shall immediately vest and become
immediately exercisable upon a Participant’s death, Disability,
Retirement, or Involuntary Termination.




     (B) Discretionary Vesting. The respective Committee shall
specifically have the power to change the vesting schedule of any
previously granted Options to a schedule which is more favorable to the
Participant; provided, however, no such Options shall vest in amounts
greater than, or at times prior to, the amounts and times such Options
would have vested if such Options were within the scope of Section
6.4(a)(ii).




     (b) Expiration.




     (i) General Rule. Options granted under this Section 6 shall expire and
terminate at such time as the respective Committee shall determine when the
respective Committee approves the grant, which need not be the same for each grant
or for each Participant, and shall be set forth in the applicable Award Agreement.




     (ii) Default Expiration. If the Award Agreement does not specify the time at
which an Option shall expire, then every Option granted to each Participant under
this Plan shall terminate and expire at the earliest of:




     (A) One (1) year after one of the events set forth in Section
6.4(a)(iii)(A); or



13









 






     (B) Immediately upon termination of employment or service of the
Participant for any reason except if his/her employment is terminated by
reason of one of the events set forth in Section 6.4(a)(iii)(A).




Notwithstanding the foregoing, no Option shall be exercisable later than the day
before the 10th anniversary of the Grant Date. Any Option which has not
been exercised by these times shall immediately expire and become null and void.




     (c) Exercise.




     (i) General Rule for All Options Other Than Discounted Options. Options, other
than Discounted Options granted to U.S. Employees, granted under this Article 6
shall be exercisable at such times and be subject to such restrictions and
conditions as the respective Committee shall in each instance approve, which terms
and restrictions need not be the same for each grant or for each Participant.




     (ii) Payment for All Options Other Than Discounted Options. Options, other
than Discounted Options granted to U.S. Employees, granted under this Article 6
shall be exercised by the delivery of a notice of exercise to the Company or an
agent designated by the Company in a form specified or accepted by the respective
Committee, or by complying with any alternative procedures which may be authorized
by the respective Committee, setting forth the number of Shares with respect to
which the Option is to be exercised, accompanied by full payment for the Shares. A
condition of the issuance of the Shares as to which an Option shall be exercised
shall be the payment of the Option Price. The Option Price of any Option shall be
payable, in full, to the Company, under any of the following methods as determined
by the respective Committee, in its discretion:




     (A) In cash or its equivalent;




     (B) By tendering (either by actual delivery or attestation) to the
Company previously acquired Shares having an aggregate Fair Market Value
at the time of exercise equal to the Option Price;




     (C) By a cashless (broker-assisted) exercise (which can be settled in
Shares or cash);




     (D) By a combination of (A), (B) and/or (C); or




     (E) Any other method approved or accepted by the respective Committee
in its sole discretion.




Subject to any governing rules or regulations, as soon as practicable after receipt
of written notification of exercise and full payment (including satisfaction of any
applicable tax withholding), the Company shall deliver to the Participant evidence
of book entry Shares, or upon the Participant’s request, Share certificates in an
appropriate amount based upon the number of Shares purchased under the Option.
Unless otherwise determined by the respective Committee, all payments under all of
the methods indicated above shall be paid in United States dollars.




     (iii) Special Rule for Discounted Options. Notwithstanding any other provision
of this Plan, Discounted Options granted to U.S. Employees under this Article 6
shall be automatically exercised by the Company on behalf of the Participant on the
date when all or a portion of such Discounted Option vests, by using Shares
underlying the Discounted Option to pay for the Option Price and applicable
withholding



14









 






taxes, and the Participant, following such vesting event, shall receive the net shares
with respect to such Discounted Option.




     (d) Option Transferability.




     (i) General Rule. Any Option granted under the Plan is not transferable and
can be exercised only by the Participant during his/her life subject to
subparagraph (ii) immediately below.




     (ii) Death or Disability. In the event of a Participant’s death or Disability
while employed by the Company or a Subsidiary, his/her Option, to the extent he/she
could have exercised it on the date of his/her death, may be exercised by the
personal representative of the estate of the Participant within one year after the
date of his/her death in accordance with the terms established by the respective
Committee at the time the Option was granted, but not later than the expiration
date set forth in Section 6.4(b).



     6.5 Restrictions on Share Transferability. The respective Committee may impose such
restrictions on any Shares acquired pursuant to the exercise of an Option granted under this
Article 6 as it may deem advisable, including, without limitation, minimum holding period
requirements, restrictions under applicable federal securities laws, under the requirements of any
stock exchange or market upon which such Shares are then listed and/or traded, or under any blue
sky or state securities laws applicable to such Shares.



Article 7. Restricted Stock




     7.1 Grant of Restricted Stock. Subject to the terms and provisions of this Plan, the
respective Committee, at any time and from time to time, may grant Restricted Stock to Participants
in such amounts as the respective Committee shall determine.



     7.2 Restricted Stock Award Agreement. Each Restricted Stock Award shall be evidenced by an
Award Agreement that shall specify the Period of Restriction, the number of Shares of Restricted
Stock granted, and such other provisions as the respective Committee shall determine.



     7.3 Other Restrictions.




     (a) General Rules. The respective Committee shall impose such other conditions and/or
restrictions on any Shares of Restricted Stock granted pursuant to this Plan as it may deem
advisable including, without limitation:




     (i) A requirement that Participants pay a stipulated purchase price for each
Share of Restricted Stock (which price shall not be less than par value of such
Share);




     (ii) Restrictions based upon the achievement of specific performance goals;




     (iii) Time-based restrictions on vesting following the attainment of the
performance goals;




     (iv) Time-based restrictions;




     (v) Restrictions under Applicable Laws or under the requirements of any stock
exchange or market upon which such Shares are listed or traded; and/or




     (vi) Holding requirements or sale restrictions placed on the Shares upon
vesting of such Restricted Stock.



15









 






To the extent deemed appropriate by the respective Committee, the Company may retain the
certificates representing Shares of Restricted Stock in the Company’s possession until such
time as all conditions and/or restrictions applicable to such Shares have been satisfied or
lapse.




     (b) Default Vesting. If the Award does not specify the time or times at which an Award
of Restricted Stock shall vest, the Restricted Stock shall vest on ratably over four years
commencing on the first anniversary of the Grant Date.




     (c) Acceleration of Vesting.




     (i) Automatic Vesting. Notwithstanding paragraphs (a) and (b) immediately
above, all Restricted Stock Awards shall immediately vest upon the Participant’s
death, Disability, Retirement, or Involuntary Termination.




     (ii) Discretionary Vesting. The respective Committee shall specifically have
the power to change the vesting schedule of any previously granted Restricted Stock
to a schedule which is more favorable to the Participant; provided, however, no
such Restricted Stock shall vest in amounts greater than, or at times prior to, the
amounts and times such Restricted Stock would have vested if such Restricted Stock
were within the scope of Section 7.3(b).




     (d) Expiration. Restricted Stock granted under this Section 7 shall expire and
terminate immediately upon termination of employment of the Participant with the Company or
any Subsidiary for any reason except if his/her employment is terminated by reason of one
of the events set forth in Section 7.3(c)(i).



     7.4 Share Transferability. Except as otherwise provided in this Article 7, Shares of
Restricted Stock covered by each Restricted Stock Award shall become freely transferable by the
Participant after all conditions and restrictions applicable to such Shares have been satisfied or
lapse (including satisfaction of any applicable tax withholding obligations).



     7.5 Voting Rights. Unless otherwise determined by the respective Committee and set forth in a
Participant’s Award Agreement, to the extent permitted or required by law, Participants holding
Shares of Restricted Stock granted hereunder may be granted the right to exercise full voting
rights with respect to those Shares during the Period of Restriction.



Article 8. Unrestricted Stock




     8.1 Grant of Unrestricted Stock. Subject to the terms and provisions of this Plan, the
respective Committee, at any time and from time to time, may grant Unrestricted Stock to
Participants in such amounts and upon such terms as the respective Committee shall determine.



     8.2 Consideration. No monetary consideration shall pass from an Employee to the Company in
connection with an Unrestricted Stock Award under this Plan.



     8.3 Rights of Ownership. Upon receipt of an Unrestricted Stock Award under this Plan, a
Participant shall have all the rights normally associated with stock ownership, including the right
to vote, if any, receive dividends and transfer ownership of the Unrestricted Stock.



Article 9. Performance Shares




     9.1 Grant of Performance Shares. Subject to the terms and provisions of this Plan, the
respective Committee, at any time and from time to time, may grant Performance Shares to
Participants in such amounts and upon such terms as the respective Committee shall determine.



16









 





     9.2 Performance Shares Award Agreement. Each Performance Share grant shall be evidenced by an
Award Agreement that shall specify the number of Shares subject to the Award, the applicable
Performance Period, the Performance Measure, and such other terms and provisions as the respective
Committee shall determine.



     9.3 Earning of Performance Shares. Subject to the terms of this Plan, after the applicable
Performance Period has ended, the holder of Performance Shares shall be entitled to receive the
number of Performance Shares earned by the Participant over the Performance Period, to be
determined as a function of the extent to which the corresponding performance goals have been
achieved.



     9.4 Other Restrictions. The respective Committee shall impose such other conditions and/or
restrictions on any Performance Shares granted pursuant to this Plan as it may deem advisable
including, without limitation: a requirement that time-based restrictions on vesting follow the
attainment of the performance goals; restrictions under Applicable Laws or under the requirements
of any stock exchange or market upon which such shares are listed or traded; or holding
requirements or sale restrictions placed on the Shares by the Company upon vesting of such
Performance Shares. There are no default vesting provisions; a Participant must meet the
performance goals in order to earn the Performance Shares under Section 9.3.



     9.5 Vesting Overrides.




     (a) General Rule. Except as set forth in paragraph (b) immediately below, unvested
Performance Shares shall be cancelled immediately upon the Participant’s termination of
employment with the Company or a Subsidiary.




     (b) Accelerated Vesting. Notwithstanding any provision in this Plan to the contrary,
the respective Committee, in its sole discretion, may fully or partially vest a Participant
in his/her Performance Shares if such Participant terminates employment during the last six
(6) months of a Performance Period by reason of death, Disability, Retirement, or
Involuntary Termination; provided, however, if the respective Committee does fully or
partially vest such Participant in his/her Performance Shares in such situation, such
determination to fully or partially vest shall not be made until the end of the Performance
Period and the lapse of any such restrictions on such Performance Shares shall occur at the
same time such restrictions lapse for all other Participants holding Performance Shares
relating to the same Performance Period.



     9.6 Performance Measures.




     (a) General Rule. The performance goals, upon which the payment or vesting of a
Performance Share to a Covered Employee that is intended to qualify as Performance-Based
Compensation, shall be selected by the respective Committee in its complete and sole
discretion but shall be limited to one or more of the following Performance Measures:




     (i) Net earnings or net income (before or after taxes);




     (ii) Earnings per share;




     (iii) Net sales or revenue growth;




     (iv) Net operating profit;




     (v) Return measures (including, but not limited to, return on assets, return
on net assets, capital, invested capital, equity, sales, or revenue);




     (vi) Cash flow (including, but not limited to, operating cash flow, free cash
flow, cash flow return on equity, and cash flow return on investment);



17









 






     (vii) EBIT or earnings before or after taxes, interest, depreciation, and/or
amortization;




     (viii) Gross or operating margins;




     (ix) Productivity ratios;




     (x) Share price (including, but not limited to, growth measures and total
stockholder return);




     (xi) Expense targets;




     (xii) Margins;




     (xiii) Operating efficiency;




     (xiv) Market share;




     (xv) Total stockholder return;




     (xvi) Customer satisfaction;




     (xvii) Working capital targets; and




     (xviii) Economic value added or EVA® (net operating profit after tax minus the
sum of capital multiplied by the cost of capital).




Any Performance Measure may be used to measure the performance of the Company, a Subsidiary
or a business unit, in whole or in part, as the respective Committee may deem appropriate,
or any of the above Performance Measures may be compared to the performance of a group of
comparator companies, or published or special index that the respective Committee deems
appropriate, or the respective Committee may select Performance Measure (x) above as
compared to various stock market indices. The respective Committee also has the authority
to provide for accelerated vesting of any Performance Share award based on the accelerated
achievement of performance goals pursuant to the Performance Measures specified in this
Section 9.6.




     (b) Evaluation of Performance. The respective Committee may provide that any
evaluation of performance may include or exclude any of the following events that occurs
during a Performance Period:




     (i) Asset write-downs;




     (ii) Litigation or claim judgments or settlements;




     (iii) The effect of changes in tax laws, accounting principles, or other laws
or provisions affecting reported results;




     (iv) Any reorganization and restructuring programs;




     (v) Extraordinary nonrecurring items as described in Accounting Principles
Board Opinion No. 30 and/or in management’s discussion and analysis of financial
condition and results of operations appearing in the Company’s annual report to
stockholders for the applicable year;




     (vi) Acquisitions or divestitures; and



18









 






     (vii) Foreign exchange gains and losses.




To the extent such inclusions or exclusions affect Awards to Covered Employees, they shall
be prescribed in a form that meets the requirements of Code Section 162(m) for
deductibility.




     (c) Adjustment of Performance-Based Compensation. Awards that are intended to qualify
as Performance-Based Compensation may not be adjusted upward. The respective Committee
shall retain the discretion to adjust such Awards downward, either on a formula or
discretionary basis or any combination as necessary to reach an equitable result. For
Awards that are not intended to qualify as Performance-Based Compensation, the respective
Committee shall retain the discretion to adjust such Awards upward or downward, either on a
formula or discretionary basis or any combination.




     (d) Committee Discretion. In the event that applicable tax and/or securities laws
change to permit the respective Committee’s discretion to alter the governing Performance
Measures without obtaining stockholder approval of such changes, the respective Committee
shall have sole discretion to make such changes without obtaining stockholder approval. In
addition, in the event that the respective Committee determines that it is advisable to
grant Performance Shares that shall not qualify as Performance-Based Compensation, the
respective Committee may make such grants without satisfying the requirements of Code
Section 162(m) and base vesting on Performance Measures other than those set forth in
paragraph 9.6 (a).



     9.7 Compliance with Code Section 162(m). The Company intends that Performance Shares granted
to Covered Employees shall satisfy the requirements of the Performance-Based Exception under Code
Section 162(m), unless otherwise determined by the respective Committee when the Performance Shares
are granted. Accordingly, the terms of this Plan, including the definition of Covered Employee and
other terms used therein, shall be interpreted in a manner consistent with Code Section 162(m).
Notwithstanding the foregoing, because the respective Committee cannot determine with certainty
whether a given employee will be a Covered Employee with respect to a fiscal year that has not yet
been completed, the term Covered Employee as used herein shall mean only a person designated by the
Compensation Committee as likely to be a Covered Employee with respect to a fiscal year. If any
provision of the Plan or any Award Agreement designated as intended to satisfy the
Performance-Based Exception under Code Section 162(m) does not comply or is inconsistent with the
requirements of Code Section 162(m), such provision shall be construed or deemed amended to the
extent necessary to conform to such requirements, and no provision shall be deemed to confer upon
the respective Committee or any other person sole discretion to increase the amount of compensation
otherwise payable in connection with such Performance Shares upon attainment of the applicable
performance objectives.



     9.8 Transferability. Performance Shares are not transferable until all conditions and
restrictions applicable to such Performance Shares have been satisfied or lapse (including
satisfaction of any applicable tax withholding obligations). In the event of a Participant’s death
or Disability while employed with the Company or a Subsidiary, the personal representative of the
estate of the Participant may receive the distribution of vested Performance Shares in accordance
with Section 9.5(b).



Article 10. Forfeiture of Awards




     10.1 General. Notwithstanding anything else to the contrary contained herein, the respective
Committee in granting any Award shall have the full power and authority to determine whether, to
what extent and under what circumstances such Award shall be forfeited, cancelled or suspended.
Unless an Award Agreement includes provisions expressly superseding the provisions of this Article
10, the provisions of this Article 10 shall apply to all Awards. Any such forfeiture shall be
effected by the Company in such manner and to such degree as the respective Committee, in its sole
discretion, determines, and will in all events (including as to the provisions of this Article 10)
be subject to the Applicable Laws. In order to effect a forfeiture under this Article 10, the
respective Committee may require that the Participant sell Shares received upon exercise or
settlement of an Award to the Company or to such other



19









 




person as the Company may designate at such price and on such other terms and conditions as
the respective Committee in its sole discretion may require.




     10.2 Forfeiture Events. Unless otherwise specified by the respective Committee, in addition to
any vesting or other forfeiture conditions that may apply to an Award and Shares issued pursuant to
an Award, each Award granted under the Plan will be subject to the following forfeiture conditions:




     (a) Restrictive Covenants. In consideration of Company granting Awards under this
Plan, Participants must agree in their Award Agreements that:




     (i) Non-compete. During employment with Company and for one year after
separation from service thereof, Participant will not, directly or indirectly, as a
principal, officer, director, employee or in any other capacity whatsoever, without
prior written consent of the Company, engage in any activity with, or provide
services to, any person or entity engaged in, or about to engage in, any business
activity that is competitive with the business then engaged in by the Company, in
any geographic area in which the Company’s business is then conducted. Participant
may make or hold any investment in securities of a competitive business traded on a
national securities exchange or traded in the over-the-counter market, provided the
investment does not exceed 5% of the issued and outstanding stock of the
competitive business. The term “competitor business” means a person or entity who
or which is engaged in a material line of business conducted by the Company in any
geographic area in which the Company’s business is conducted (for purposes of this
Plan, “a material line of business conducted by the Company” means an activity
generating gross revenues to the Company of more than US$15 million in the
immediately preceding fiscal year of the Company);




     (ii) Non-Solicitation. During employment with the Company and for two years
after separation from service, Participant will not, directly or indirectly:




     (A) Hire, solicit or make an offer to any Employee of the Company to
be employed or perform services outside of the Company;




     (B) Solicit for competitive business purposes (as defined in
subparagraph (i) immediately above) any customer of the Company; or




     (C) Solicit, induce or attempt to induce any customer of the Company
to cease doing business in whole or in part with or through the Company.




     (iii) Forfeiture Upon Violation of Restrictive Covenants. If Participant
breaches any provision of subparagraphs (i) or (ii) immediately above as determined
by the Company, Participant shall forfeit, upon written notice to such effect from
the Company:




     (A) All right, title and interest to any Award (whether vested or
unvested);




     (B) Any Share issued upon vesting and/or exercise of any Award then
owned by Participant; and




     (C) Any and all profits realized by Participant pursuant to any sales
or transfer of any Shares underlying the Awards within the 24 month period
prior to the date of such breach.




The term “profit” is defined as either:



20









 






     (I) The difference between the Option Price and the Fair
Market Value of the Share on the exercise date, with respect to
Options; or




     (II) The Fair Market Value of the Share on the vesting date,
with respect to Restricted Stock or Performance Shares.




Additionally, the Company shall have the right to issue a stock transfer order and
other appropriate instructions to its transfer agent with respect to the Shares
underlying the Award, and the Company further shall be entitled to reimbursement
from the Participant of any fees and expenses (including attorneys’ fees) incurred
by or on behalf of the Company in enforcing its rights hereunder.




     (b) Termination for Cause. All outstanding Awards and Shares issued pursuant to an
Award held by a Participant will be forfeited in their entirety (including as to any
portion of an Award or Shares subject thereto that are vested or as to which any forfeiture
restrictions in favor of the Company or its designee have previously lapsed) if the
Participant’s employment or service is terminated by the Company for Cause; provided,
however, that if a Participant has sold Shares issued upon exercise or settlement of an
Award within 24 months prior to the date on which the Participant would otherwise have been
required to forfeit such Shares under this paragraph (b) as a result of termination of the
Participant’s employment or service for Cause, then the Company will be entitled to recover
any and all profits (as defined above in paragraph (a)) realized by the Participant in
connection with such sale; and provided further, that in the event the respective Committee
determines that it is necessary to establish whether grounds exist for termination for
Cause, the Award will be suspended during any period required to conduct such
determination, meaning that the vesting, exercisability and/or lapse of restrictions
otherwise applicable to the Award will be tolled and if grounds for such termination are
determined to exist, the forfeiture specified by this paragraph (b) will apply as of the
date of suspension, and if no such grounds are determined to exist, the Award will be
reinstated on its original terms.




     (c) Accounting Restatement. If the Company is required to prepare an accounting
restatement due to the material noncompliance of the Company, as a result of misconduct,
with any financial reporting requirement under the securities laws, and if the Participant
knowingly or grossly negligently engaged in the misconduct, or knowingly or grossly
negligently failed to prevent the misconduct, or if the Participant is one of the
individuals subject to automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of
2002, the Participant shall reimburse the Company the amount of any payment in settlement
of an Award earned or accrued during the 24 month period following the first public
issuance or filing with the United States Securities and Exchange Commission (whichever
just occurred) of the financial document embodying such financial reporting requirement.



Article 11. Director Awards




     The Board shall determine all Awards to Directors in accordance with Section 5.2(c). The terms
and conditions of any grant to any such Director shall be set forth in an Award Agreement and shall
be otherwise subject to the Plan.



Article 12. Dividend Equivalents




     Any Participant may be granted dividend equivalents based on the dividends declared on Shares
that are subject to any Award, to be credited as of dividend payment dates, during the period
between the date the Award is granted and the date the Award is exercised, vests or expires, as
determined by the respective Committee. Such dividend equivalents shall be converted to cash or
additional Shares by such formula and at such time and subject to such limitations as may be
determined by the respective Committee.



21









 





     Notwithstanding the foregoing, if the grant of an Award to a Covered Employee is designed to
comply with the requirements of the Performance-Based Exception, the Compensation Committee may
apply any restrictions it deems appropriate to the payment of dividends declared with respect to
such Award, such that the dividends and/or the Award maintain eligibility for the Performance-Based
Exception. With respect to Restricted Stock, in the event that any dividend constitutes a
derivative security or an equity security pursuant to the rules under Section 16 of the Exchange
Act, such dividend shall be subject to a vesting period equal to the remaining vesting period of
the Shares of Restricted Stock with respect to which the dividend is paid.



Article 13. Beneficiary Designation




     Each Participant under this Plan may, from time to time, name any beneficiary or beneficiaries
(who may be named contingently or successively) to whom any benefit under this Plan is to be paid
in case of his/her death or Disability before he/she receives any or all of such benefit. Each such
designation shall revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the Participant in writing with
the Company during the Participant’s employment. In the absence of any such beneficiary
designation, benefits remaining unpaid or rights remaining unexercised at the Participant’s death
or Disability shall be paid to or exercised by the Participant’s spouse, executor, administrator,
or legal representative, as determined by the respective Committee, in its sole discretion.



Article 14. Rights of Participants




     14.1 Employment. Nothing in this Plan or an Award Agreement shall interfere with or limit in
any way the right of the Company or a Subsidiary, to terminate any Participant’s employment at any
time or for any reason not prohibited by law, nor confer upon any Participant any right to continue
his/her employment for any specified period of time. Neither an Award nor any benefits arising
under this Plan shall constitute an employment contract with the Company or a Subsidiary and,
accordingly, subject to Articles 3 and 16, this Plan and the benefits hereunder may be terminated
at any time in the sole and exclusive discretion of the Board or the respective Committee without
giving rise to any liability on the part of the Company and its Subsidiaries.



     14.2 Participation. No individual shall have the right to be selected to receive an Award
under this Plan. In addition, the receipt of any Award shall not create a right to receive a future
Award.



     14.3 Rights as a Stockholder. Except as otherwise provided herein, a Participant shall have
none of the rights of a stockholder with respect to Shares covered by any Award until the
Participant becomes the registered holder of such Shares.



Article 15. Change in Control




     15.1 Change in Control of the Company. Upon the occurrence of a Change in Control while the
Participant is employed or in service with the Company and/or any Subsidiary, unless otherwise
specifically prohibited under Applicable Laws, or by the rules and regulations of any governing
governmental agencies or national securities exchanges, or unless the respective Committee shall
determine otherwise in the Award Agreement:




     (a) Options. Any and all Options shall become immediately vested and exercisable.




     (b) Restricted Stock. Any Period of Restriction for Restricted Stock shall end, and
such Restricted Stock shall become fully vested.




     (c) Performance Shares. The target payout opportunities attainable under all
outstanding Awards which are subject to achievement of any of the Performance Measures
specified in Article 9 or any other performance conditions or restrictions that the
respective



22









 






Committee has made the Award contingent upon, shall be deemed to have been earned as
of the effective date of the Change in Control, and the vesting of all such Performance
Shares shall be accelerated as of the effective date of the Change in Control, and there
shall be paid out to Participants a pro rata number of fully paid Shares based upon an
assumed achievement of all relevant targeted performance goals and upon the length of time
within the Performance Period, if any, that has elapsed prior to the Change in Control. The
respective Committee has the authority to pay all or any portion of the value of the Shares
in cash.




     (d) Adjustments. Subject to Article 16, the respective Committee shall have the
authority to make any modifications to the Awards deemed appropriate before the effective
date of the Change in Control.



     15.2 Treatment of Awards. In the event of a Change in Control where the Company ceases to have
publicly traded equity securities, after the consummation of the Change in Control, if no
replacement awards are issued in lieu of outstanding Awards under the Plan, then the Plan and all
outstanding Awards granted hereunder shall terminate, and the Company (or successor) shall pay
Participants an amount for their outstanding Awards determined using the Change-in-Control price.
Participants with outstanding Options shall be given an opportunity to exercise all their Options
in connection with the consummation of the Change in Control and receive payment for any acquired
Shares using the Change-in-Control price.



Article 16. Amendment, Modification, Suspension, and Termination




     16.1 Amendment, Modification, Suspension, and Termination. Subject to Section 16.3:




     (a) The Board may, at any time and from time to time, alter, amend, modify, suspend,
or terminate this Plan; and




     (b) The Board, Compensation Committee or Stock Option Plan Committee may, at any time
and from time to time, alter, amend, modify, suspend, or terminate any Award Agreement in
whole or in part;


provided, however, that, without the prior approval of the Company’s stockholders and except as
provided in Section 4.5, Options issued under this Plan will not be repriced, replaced, or
regranted through cancellation, or by lowering the Option Price of a previously granted Option, and
no material amendment of this Plan shall be made without stockholder approval if stockholder
approval is required by Applicable Laws.




     16.2 Adjustment of Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events. The
respective Committee may make adjustments in the terms and conditions of, and the criteria included
in, Awards in recognition of unusual or nonrecurring events (including, without limitation, the
events described in Section 4.5 hereof) affecting the Company or the financial statements of the
Company or of changes in Applicable Laws, regulations, or accounting principles, whenever the
respective Committee determines that such adjustments are appropriate in order to prevent
unintended dilution or enlargement of the benefits or potential benefits intended to be made
available under this Plan. The determination of the respective Committee as to the foregoing
adjustments, if any, shall be conclusive and binding on Participants under this Plan.



     16.3 Awards Previously Granted. Notwithstanding any other provision of this Plan to the
contrary (other than Section 16.4), no termination, amendment, suspension, or modification of this
Plan or an Award shall adversely affect in any material way any Award previously granted under this
Plan, without the written consent of the Participant holding such Award.



     16.4 Amendment to Conform to Law. Notwithstanding any other provision of this Plan to the
contrary, the Board or Compensation Committee may amend the Plan or an Award, to take effect
retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming the Plan
or an



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Award to any present or future law relating to plans of this or similar nature (including, but
not limited to, Code Section 409A), and to the administrative regulations and rulings promulgated
thereunder. By accepting an Award under this Plan, each Participant agrees to any amendment made
pursuant to this Section 16.4 to any Award granted under the Plan without further consideration or
action.




Article 17. Withholding




     17.1 General. The Company shall have the power and the right to deduct or withhold, or require
a Participant to remit to the Company, the amount necessary to satisfy federal, state, and local
taxes, domestic or foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan.



     17.2 Stock Settled Awards. With respect to stock settled awards other than Unrestricted Stock
Awards, each Participant shall make such arrangements as the respective Committee may require,
within a reasonable time prior to the date on which any portion of an Award settled in Shares is
scheduled to vest, for the payment of all withholding tax obligations through either:




     (a) Giving instructions to a broker for the sale on the open market of a sufficient
number of Shares to pay the withholding tax in a manner that satisfies all Applicable Laws;




     (b) Depositing with the Company an amount of funds equal to the estimated withholding
tax liability; or




     (c) Such other method as the respective Committee in its discretion may approve,
including a combination of paragraphs (a) and (b) immediately above.


If a Participant fails to make such arrangements, or if by reason of any action or inaction of the
Participant the Company fails to receive a sufficient amount to satisfy the withholding tax
obligation, then, anything else contained in this Plan or any Award to the contrary
notwithstanding, the Shares that would otherwise have vested on such date shall be subject to
forfeiture, as determined by the respective Committee, regardless of the Participant’s status as an
Employee or Director; provided, that the respective Committee, in its sole discretion, may permit a
Participant to cure any failure to provide funds to meeting the withholding tax obligation
(including any penalties or interest thereon), if the respective Committee determines that the
failure was due to factors beyond the Participant’s control.




     17.3 Unrestricted Stock Awards. To the extent a Participant has not arranged for the payment
of all withholding requirements with respect to an Unrestricted Stock Award in a manner acceptable
to the Company prior to the grant of such an Award, the Company may, in its discretion, satisfy
that tax obligation by withholding from such Award a number of shares having a value equal to the
minimum federal, state and local taxes.



Article 18. Successors




     All obligations of the Company under this 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, amalgamation, merger, consolidation, or otherwise, of all or
substantially all of the business and/or assets of the Company.



Article 19. General Provisions




     19.1 Right of Offset. The Company or a Subsidiary, to the extent permitted by Applicable Law,
may deduct from and set off against any amounts the Company or a Subsidiary may owe to the
Participant from time to time, including amounts payable in connection with any Award, owed as
wages, fringe benefits, or other compensation owed to the Participant, such amounts as may be owed
by the Participant to the Company or a Subsidiary although the Participant shall remain liable for
any part of the



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Participant’s payment obligation not satisfied through such deduction and setoff. By accepting
any Award granted hereunder, the Participant agrees to any deduction or setoff under this Section
19.1.




     19.2 Legend. Share certificates may include any legend which the respective Committee deems
appropriate to reflect any restrictions on transfer of such Shares.



     19.3 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.



     19.4 Severability. In the event any provision of this Plan shall be held illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining parts of this Plan, and
this Plan shall be construed and enforced as if the illegal or invalid provision had not been
included.



     19.5 Requirements of Law. The granting of Awards and the issuance of Shares under this Plan
shall be subject to all Applicable Laws, and to such approvals by any governmental agencies or
stock exchange as may be required.



     19.6 Securities Law Compliance. With respect to Insiders, transactions under the Plan are
intended to comply with all applicable conditions of Rule 16b-3 or its successor under the Exchange
Act. To the extent any provision of the Plan or action by the respective Committee fails to so
comply, it shall be deemed null and void, to the extent permitted by law and deemed advisable by
the respective Committee.



     19.7 Delivery of Title. The Company shall have no obligation to deliver evidence of title for
Shares issued under this Plan prior to:




     (a) Obtaining any approvals from governmental agencies that the Company determines are
necessary or advisable; and




     (b) Completion of any registration or other qualification of the Shares under any
applicable national or foreign law or ruling of any governmental body that the Company
determines to be necessary or advisable.



     19.8 Inability to Obtain Authority. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be
necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any
liability in respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.



     19.9 Investment Representations. The respective Committee may require any individual receiving
Shares pursuant to an Award under this Plan to represent and warrant in writing that the individual
is acquiring the Shares for investment and without any present intention to sell or distribute such
Shares.



     19.10 Employees Based Outside of the United States. Notwithstanding any provision of this Plan
to the contrary, in order to comply with the laws in other countries in which the Company and/or
its Subsidiaries operate or have Employees or Directors, the respective Committee, in its sole
discretion, shall have the power and authority to:




     (a) Determine which Subsidiaries shall be covered by this Plan;




     (b) Determine which Employees or Directors outside the United States are eligible to
participate in this Plan;



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     (c) Modify the terms and conditions of any Award granted to Employees outside the
United States to comply with applicable foreign laws;




     (d) Establish sub-plans and modify exercise procedures and other terms and procedures,
to the extent such actions may be necessary or advisable. Any sub-plans and modifications
to Plan terms and procedures established under this Section 19.10 by the respective
Committee shall be attached to this Plan document as appendices; and




     (e) Take any action, before or after an Award is made, that it deems advisable to
obtain approval or comply with any necessary local government regulatory exemptions or
approvals.


Notwithstanding the above, the respective Committee may not take any actions hereunder, and no
Awards shall be granted, that would violate Applicable Law.




     19.11 Uncertificated Shares. To the extent that this Plan provides for issuance of
certificates to reflect the transfer of Shares, the transfer of such Shares may be effected on a
noncertificated basis, to the extent not prohibited by Applicable Laws.



     19.12 Unfunded Plan. Participants shall have no right, title, or interest whatsoever in or to
any investments that the Company and/or its Subsidiaries may make to aid it in meeting its
obligations under this Plan. Nothing contained in this Plan, and no action taken pursuant to its
provisions, shall create or be construed to create a trust of any kind, or a fiduciary relationship
between the Company and any Participant, beneficiary, legal representative, or any other
individual. To the extent that any individual acquires a right to receive payments from the Company
and/or its Subsidiaries under this Plan, such right shall be no greater than the right of an
unsecured general creditor of the Company or any Subsidiary, as the case may be. All payments to be
made hereunder shall be paid from the general funds of the Company or any Subsidiary, as the case
may be, and no special or separate fund shall be established and no segregation of assets shall be
made to assure payment of such amounts except as expressly set forth in this Plan.



     19.13 No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to this
Plan or any Award. The respective Committee shall determine whether cash, Awards, or other property
shall be issued or paid in lieu of fractional Shares or whether such fractional Shares or any
rights thereto shall be forfeited or otherwise eliminated.



     19.14 Retirement and Welfare Plans. Neither Awards made under this Plan nor Shares or cash
paid pursuant to such Awards may be included as “compensation” for purposes of computing the
benefits payable to any Participant under the Company’s or any Subsidiary’s retirement plans (both
qualified and non-qualified) or welfare benefit plans unless such other plan expressly provides
that such compensation shall be taken into account in computing a Participant’s benefit.



     19.15 Code Section 409A Application. The Company shall have no liability for any tax imposed
on a Participant by Code Section 409A, and if any tax is imposed on the Participant, the
Participant shall have no recourse against the Company for payment of any such tax.



     19.16 Non-exclusivity of this Plan. The adoption of this Plan shall not be construed as
creating any limitations on the power of the Board or respective Committee to adopt such other
compensation arrangements as it may deem desirable for any Participant.



     19.17 No Constraint on Corporate Action. Nothing in this Plan shall be construed to:




     (a) Limit, impair, or otherwise affect the Company’s or any Subsidiary’s right or
power to make adjustments, reclassifications, reorganizations, or changes of its capital or
business structure, or to amalgamate, merge or consolidate, or dissolve, liquidate, sell,
or transfer all or any part of its business or assets; or



26









 






     (b) Limit the right or power of the Company or any Subsidiary to take any action which
such entity deems to be necessary or appropriate.



     19.18 Governing Law. The Plan and each Award Agreement shall be governed by the laws of the
State of Illinois, excluding any conflicts or choice of law rule or principle that might otherwise
refer construction or interpretation of this Plan to the substantive law of another jurisdiction.
Unless otherwise provided in the Award Agreement, recipients of an Award under this Plan are deemed
to submit to the exclusive jurisdiction and venue of the federal or state courts of Illinois, to
resolve any and all issues that may arise out of or relate to this Plan or any related Award
Agreement.



     19.19 Indemnification. Subject to requirements of Illinois law, each individual who is or
shall have been a member of the Board, or a respective Committee appointed by the Board, or an
officer of the Company shall be indemnified and held harmless by the Company against and from any
loss, cost, liability, or expense that may be imposed upon or reasonably incurred by him or her in
connection with or resulting from any claim, action, suit, or proceeding to which he or she may be
a party or in which he or she may be involved by reason of any action taken or failure to act under
this Plan and against and from any and all amounts paid by him or her in settlement thereof, with
the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action,
suit, or proceeding against him or her, provided he or she shall give the Company an opportunity,
at its own expense, to handle and defend the same before he or she undertakes to handle and defend
it on his/her own behalf, unless such loss, cost, liability, or expense is a result of his/her own
willful misconduct or except as expressly provided by statute. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to which such
individuals may be entitled under the Company’s charter documents, as a matter of law, or
otherwise, or any power that the Company may have to indemnify them or hold them harmless.




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