Exhibit 10.39


	
  

 
	
 COTY INC.

 
	
 2007 STOCK PLAN FOR DIRECTORS

 
	
  

 
	
 (As Amended and Restated April 8, 2013)

 
	
  

 
	
 SECTION 1

 
	
 PURPOSE AND DURATION

 






	
  

 	
  

 	
  

 
	
 1.1

 	
 Purpose. The
 purpose of this Coty Inc. 2007 Stock Plan for Directors is to promote the
 interests of the Company and its shareholders by increasing the proprietary
 and vested interest of eligible directors of the Company by granting them
 Restricted Stock Unit Awards. 

 
	
  

 	
  

 
	
 1.2

 	
 Effective Date and Term of the Plan.
 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 The original effective date of the Plan was September 1, 2007. The
 effective date of this amended and restated plan document is the Effective
 Date.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The Plan will terminate upon the earliest of (i) September 14, 2020,
 (ii) the date on which all Shares available for issuance under the Plan have
 been issued pursuant to the award of Restricted Stock Units and Pre-2008
 Stock Options under the Plan, or (iii) the date specified by action of the
 Board. Upon such Plan termination, all Awards outstanding under the Plan will
 continue to have full force and effect in accordance with the terms of the
 Restricted Stock Unit Terms and Conditions evidencing each Award.

 
	
  

 	
  

 	
  

 
	
 SECTION 2

 
	
 DEFINITIONS

 
	
  

 
	
  

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

 
	
  

 	
  

 
	
 2.1

 	
  “Award” means a
 grant of Restricted Stock Units under the Plan to a Participant. 

 
	
  

 	
  

 
	
 2.2

 	
  “Board” means the
 Board of Directors of the Company. 

 
	
  

 	
  

 
	
 2.3

 	
  “Business Day”
 means any day other than a Saturday, Sunday, legal holiday or a day in which
 the national securities exchange that constitutes the principal market for
 the Shares is closed.

 
	
  

 	
  

 
	
 2.4

 	
  “Change in Control” means
 the occurrence of any of the following that also qualifies as a “change in
 control event” under Treasury Regulation § 1.409A-3(i)(5):

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Any Person or “group” (as such term is used in Sections 13(d) and
 14(d) of the Exchange Act) that is not the Majority Shareholder is or becomes
 the “beneficial owner” (as defined below), directly or indirectly, of
 securities representing either (i) more than 50% of the combined voting power
 of the Company’s then outstanding securities, or (ii) 30% or more of the
 combined voting power of the Company’s then outstanding securities at a time
 when the Majority Shareholder holds less than 30% of 

 













	
  

 	
  

 	
  

 
	
  

 	
  

 	
 such combined voting power. For purposes of this clause (a),
 “beneficial owner” has the meaning given that term in Rule 13d-3 under the
 Exchange Act, except that a Person shall be deemed to be the “beneficial
 owner” of all shares that any such Person has the right to acquire pursuant
 to any agreement or arrangement or upon exercise of conversion rights,
 warrants, options or otherwise, without regard to the 60-day period referred
 to in such Rule;

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The date a majority of the members of the Board is replaced during
 any 12-month period by directors, provided,
 that any Person becoming a director whose election, or nomination
 for election by the Company’s shareholders, was approved by a vote of at
 least three-quarters of the directors then comprising the Board shall be, for
 purposes of this clause (b), considered as though such Person were a member
 of the incumbent Board; and provided,
 further, that this clause (b)
 shall not apply as long as the Majority Shareholder is the beneficial owner
 of a majority of the voting
 power of the Company’s then outstanding securities; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The shareholders of the Company approve a plan or agreement providing
 (i) for a merger or consolidation of the Company other than with a wholly
 owned subsidiary and other than a merger or consolidation that would result
 in the voting securities of the Company outstanding immediately prior thereto
 continuing to represent (either by remaining outstanding or by being
 converted into voting securities of the surviving entity) more than 51% of
 the combined voting power of the voting securities of the Company or such
 surviving entity outstanding immediately after such merger or consolidation,
 or (ii) for a sale, exchange or other disposition of all or substantially all
 of the business or assets of the Company. If any of the events enumerated in
 this clause (d) occurs, the Board shall determine the effective date of the
 Change in Control resulting therefrom for purposes of this Plan.

 
	
  

 	
  

 	
  

 
	
 2.5

 	
  “Committee” means
 the Remuneration and Nominating Committee of the Board or any successor
 committee with responsibility for compensation, or any subcommittee, as long
 as the number of Committee members and their qualifications shall at all
 times be sufficient to meet the independence requirements of the New York
 Stock Exchange, Inc. or any other applicable exchange on which the Company’s
 common equity is at the time listed.

 
	
  

 	
  

 
	
 2.6

 	
  “Company” means
 Coty Inc., a Delaware corporation, and any successor thereto as provided in
 Section 10.1.

 
	
  

 	
  

 
	
 2.7

 	
  “Designated Beneficiary”
 means the Person or Persons the Participant designates from time to time on a
 signed form prescribed by the Committee, properly filed with the Committee
 during the Participant’s lifetime, as the beneficiary of any amounts or
 benefits the Participant owns or is to receive under the Plan, in accordance
 with Section 8.1. A properly filed beneficiary designation will revoke all
 prior designations by the same Participant. If no such form has been filed
 with the Committee, the Designated Beneficiary shall be the beneficiary named
 by the Participant in the Company’s qualified 401(k) savings plan or, if
 none, the Beneficiary’s estate.

 
	
  

 	
  

 
	
 2.8

 	
  “Director” means a
 member of the Company’s Board of Directors. 

 


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 2.9

 	
  “Disability” means
 either (i) disability as defined for purposes of the Company’s disability
 benefit plan, or (ii) a Participant’s inability, as a result of physical or
 mental incapacity, to perform the duties of his or her position on the Board
 for a period of six consecutive months or for an aggregate of six months in
 any consecutive 12-month period. Any question as to the existence of the
 Disability of a Participant as to which the Participant and the Company
 cannot agree shall be determined in writing by a qualified independent
 physician mutually acceptable to the Participant and the Company. If the
 Participant and the Company cannot agree as to a qualified independent
 physician, each shall appoint such a physician and those two physicians shall
 select a third who shall make such determination in writing. The
 determination of Disability made in writing to the Company and the
 Participant shall be final and conclusive for all purposes of the Plan.
 Following a Change in Control, the Company shall pay all expenses incurred in
 the determination of whether a Participant is disabled.

 
	
  

 	
  

 
	
 2.10

 	
  “Eligible Director” means a Director other than a Director who is CEO or
 President of the Company.

 
	
  

 	
  

 
	
 2.11

 	
  “Effective Date”
 means the date on which the Amended and Restated Certificate of Incorporation
 of the Company that is contemplated to be adopted by the Company in
 connection with the first underwritten public offering of the Company’s
 common stock is filed with the Secretary of State of the State of Delaware.

 
	
  

 	
  

 
	
 2.12

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

 
	
  

 	
  

 
	
 2.13

 	
  “Exercise Date” means
 a date on which stock options granted under the Coty Inc. Long- Term
 Incentive Plan, as amended from time to time, may be exercised.

 
	
  

 	
  

 
	
 2.14

 	
  “Exercise Price” means
 the price at which a Participant may purchase a Share pursuant to a Stock
 Option.

 
	
  

 	
  

 
	
 2.15

 	
  “Fair Market Value”
 as it relates to a Share means, unless otherwise determined by the Committee,
 the most recent closing price of a Share on the principal national securities
 exchange on which the Shares are then listed, or if there were no sales on
 such date, on the next preceding day on which there were sales, or if such
 Shares are not listed on a national securities exchange, the last reported
 bid price in the over-the-counter market.

 
	
  

 	
  

 
	
 2.16

 	
  “Grant Date” means
 the date on which an Award is granted.

 
	
  

 	
  

 
	
 2.17

 	
  “Majority Shareholder”
 means (i) the Company’s majority shareholder as of the Effective Date or (ii)
 a Benckiser Permitted Holder as defined in the Company’s Certificate of
 Incorporation effective on the Effective Date or any other similarly situated
 Person as determined by the Committee.

 
	
  

 	
  

 
	
 2.18

 	
  “Owned Shares”
 means Shares that a Participant has acquired as a result of the vesting of
 Restricted Stock Units or the exercise of Pre-2008 Stock Options.

 
	
  

 	
  

 
	
 2.19

 	
  “Participant”
 means a Person to whom Restricted Stock Units or Pre-2008 Stock Options have
 been granted under the Plan.

 


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 2.20

 	
  “Person” means any
 individual, partnership, corporation, limited liability company, association,
 joint stock company, trust, joint venture, unincorporated organization and
 any other entity, whether foreign or domestic, including any governmental
 entity or any department, agency or political subdivision thereof.

 
	
  

 	
  

 
	
 2.21

 	
  “Plan” means this
 Coty Inc. 2007 Stock Plan for Directors, as amended from time to time.

 
	
  

 	
  

 
	
 2.22

 	
  “Pre-2008 Stock Option” or
 “Stock Option” means a right
 granted to a Participant before 2008 to purchase Shares granted under the
 Predecessor Plan.

 
	
  

 	
  

 
	
 2.23

 	
  “Predecessor Plan” means
 the former Stock Plan for Non-Employee Directors.

 
	
  

 	
  

 
	
 2.24

 	
  “Restricted Stock Unit”
 means a right to receive a Share under the terms and conditions set forth in
 Section 5.

 
	
  

 	
  

 
	
 2.25

 	
  “Restricted Stock Unit Agreement”
 means any agreement or other instrument or document evidencing an Award.

 
	
  

 	
  

 
	
 2.26

 	
  “Restriction Period”
 means the period during which Restricted Stock Units are not vested.

 
	
  

 	
  

 
	
 2.27

 	
  “Section 409A” means
 Section 409A of the Internal Revenue Code of 1986, as amended from time to
 time, and the regulations and other interpretive guidance issued thereunder.

 
	
  

 	
  

 
	
 2.28

 	
  “Service” means
 the provision of services as a Director.

 
	
  

 	
  

 
	
 2.29

 	
  “Share” means a
 share of the Class A Common Stock, par value $.01 per share, of the Company,
 or such other securities of the Company as may be designated by the Committee
 from time to time.

 
	
  

 	
  

 
	
 2.30

 	
  “Stock Option Spread” means
 the amount by which the Fair Market Value, as of any date, of the Shares to
 which a Stock Option applies exceeds the Exercise Price with respect to such
 Shares.

 
	
  

 	
  

 
	
 2.31

 	
  “Successor” means
 the Participant’s spouse, the Participant’s lineal descendants and/or any
 trust the beneficiaries of which consist only of the Participant, the
 Participant’s spouse and/or the Participant’s lineal descendants, or to a
 corporation in which the Participant, the Participant’s spouse and/or the
 Participant’s lineal descendants own 100% of the economic interest and has
 the unfettered right to prevent further transfer or disposition of the
 Restricted Stock Unit or Stock Option, as applicable. The Committee may, in
 its discretion, deem other parties to qualify as a Successor for purposes of
 this Plan.

 
	
  

 	
  

 
	
 2.32

 	
  “Terms and Conditions”
 means any electronic or written agreement or other instrument or document
 evidencing an Award.

 
	
  

 	
  

 
	
 2.33

 	
  “Valuation Date” means
 any Business Day.

 


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 2.34

 	
  “Withholding Tax” means
 the aggregate federal, state and local taxes, domestic or foreign, required
 by law or regulation to be withheld with respect to any taxable event arising
 under the Plan.

 
	
  

 	
  

 
	
 SECTION 3

 
	
 Administration

 
	
  

 	
  

 
	
 3.1

 	
 Plan Administration.
 The Plan shall be administered by the Committee.

 
	
  

 	
  

 
	
 3.2

 	
 Authority of the Committee.
 Except as limited by law or the by-laws of the Company, and subject to the
 provisions of the Plan, the Committee shall have full power and discretion to
 (a) determine the terms and conditions of Awards in a manner consistent with
 the Plan; (b) construe and
 interpret the Plan and any agreement or instrument entered into under the
 Plan; (c) establish, amend or waive rules and regulations for the Plan’s
 administration; (d) subject to the provisions of Section 9.1, amend the terms
 and conditions of any outstanding Award to the extent the terms are within
 the Committee’s authority under the Plan; and (e) make all other
 determinations that may be necessary or advisable to administer the Plan.
 Notwithstanding the foregoing, the Committee shall have no discretion with
 respect to the selection of Directors eligible to receive Restricted Stock
 Units, the number of Shares of Restricted Stock Units awarded to a Director,
 or the timing of grants of Restricted Stock Units under the Plan, all of
 which shall be determined in accordance with the provisions of this Plan. The
 Secretary of the Company shall be authorized to implement the Plan in
 accordance with its terms and to take such actions of a ministerial nature as
 shall be necessary to effectuate the intent and purposes thereof.

 
	
  

 	
  

 
	
 3.3

 	
 Decisions Binding.
 All determinations and decisions made by the Committee or by a Person or
 Persons delegated authority by the Committee pursuant to the provisions of
 the Plan shall be final, conclusive and binding on all Persons, including,
 without limitation, the Company, and its shareholders, affiliates, employees,
 and Participants and their estates and beneficiaries.

 
	
  

 	
  

 
	
 SECTION 4

 
	
 Shares Subject to the Plan

 
	
  

 
	
 4.1

 	
 Number of Shares Available for Grants.
 Subject to adjustment as provided in Section 4.3, the number of shares
 available for grant under the Plan shall be 1,000,000 Shares plus the number of Shares subject
 to awards outstanding as of the Effective Date.

 
	
  

 	
  

 
	
 4.2

 	
 Forfeited Awards.
 If any Award granted under the Plan is canceled or forfeited for any reason,
 any Shares subject to the Award shall again be available for the grant of an
 Award under the Plan.

 
	
  

 	
  

 
	
 4.3

 	
 Adjustments in Authorized Shares.
 If the Shares, as currently constituted, are changed into or exchanged for a
 different number or kind of shares of stock or other securities of the
 Company or of another corporation (whether because of a merger,
 consolidation, recapitalization, reclassification, split, reverse split,
 combination of shares, or otherwise, but not including an IPO or other
 capital infusion from any source) or if the number of Shares is increased through
 the payment of a stock dividend, then the Committee shall substitute for or
 add to each Share that may become subject to an Award the number and kind of
 shares of

 


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 stock or other securities into which each outstanding Share was
 changed, for which each such Share was exchanged, or to which each such Share
 is entitled, as the case may be. 

 
	
  

 	
  

 
	
 4.4

 	
 Sources of Shares Deliverable Under Awards.
 Any Shares delivered pursuant to an Award may
 consist, in whole or in part, of authorized and unissued Shares or of
 treasury Shares. 

 
	
  

 	
  

 
	
 SECTION 5

 
	
 Automatic Grants of Restricted Stock Units

 
	
  

 
	
 5.1

 	
 Grant of Restricted Stock Units.
 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Full Awards. Each Person who is an Eligible Director as of the first
day of a fiscal year of the Company shall be granted 10,000 Restricted Stock
Units on November 15 of such fiscal year. The Chairman of the Board of the
Company (“Chairman”) shall be
granted on each such date an additional 20,000 Restricted Stock Units.  

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Prorated Awards.

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Each Person who becomes an Eligible Director after the first day (but
 before the last day) of a fiscal year shall receive within 15 days after
 becoming an Eligible Director a grant of 10,000 Restricted Stock Units
 multiplied by a fraction, the numerator of which is the number of days
 between the Eligible Director’s commencement of Service during the fiscal
 year and the last day of such fiscal year, and the denominator of which is
 the number of days between the Grant Date and the date the Award was
 scheduled to vest.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Each Person who becomes Chairman after the first day (but before the
 last day) of a fiscal year shall receive within 15 days after becoming
 Chairman a grant of 20,000 Restricted Stock Units multiplied by a fraction,
 the numerator of which is the number of days between the date the Person
 becomes Chairman and the last day of such fiscal year, and the denominator of
 which is the number of days between the Grant Date and the date the Award was
 scheduled to vest.

 
	
  

 	
  

 	
  

 	
  

 
	
 5.2

 	
 Restricted Stock Unit Terms and Conditions.
 Each grant of Restricted Stock Units shall be evidenced by a Restricted Stock
 Unit Terms and Conditions that specifies the Restriction Period, the number
 of Shares to which such Restricted Stock Units pertain, the purchase price,
 if any, and such other provisions as the Committee determines.

 
	
  

 	
  

 
	
 5.3

 	
 Restriction Period.

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 In General. The Restriction Period for
 Restricted Stock Units is the five-year period commencing on the Grant Date.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Change in Control. If a Change in Control
 occurs, the Restriction Period shall immediately end and the Participant’s
 Restricted Stock Units shall become fully vested immediately;

 


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 (c)

 	
 Death or Disability. If a Participant’s
 Service is terminated by reason of such Participant’s death or Disability,
 the Restriction Period shall immediately end and the Participant’s Restricted
 Stock Units shall become fully vested immediately. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Termination of Service for Reasons other than Death or Disability.
 In the event the Participant’s Service terminates other than by reason of the
 Participant’s death or Disability prior to a Change in Control, then
 notwithstanding any provision in the Plan or these Terms and Conditions to
 the contrary, the Restricted Stock Units granted to the Participant shall
 become fully vested immediately except that all Restricted Stock Units
 granted within one year prior to the date of termination of the Participant’s
 Service shall become fully vested with respect to the Applicable Fraction of
 the Restricted Stock Units and shall be immediately forfeited and canceled
 with respect to the remaining Restricted Stock Units. The “Applicable Fraction” means a fraction,
 the numerator of which is the number of days elapsed from the first day of
 the fiscal year of the Company in which the Participant’s Service terminated
 and the denominator of which is 365.

 
	
  

 	
  

 	
  

 
	
 5.4

 	
 Nontransferability.
 

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Except as provided in Section 5.4(b), during the Restriction Period,
 (i) no Restricted Stock Units granted under the Plan may be sold,
 transferred, pledged, assigned, or otherwise alienated or hypothecated, other
 than by will or by the laws of descent and distribution and (ii) all rights
 with respect to Restricted Stock Units shall be available during the
 Participant’s lifetime only to the Participant or the Participant’s guardian
 or legal representative. The Committee may, in its sole discretion, require a
 Participant’s guardian or legal representative to supply it with evidence the
 Committee deems necessary to establish the authority of the guardian or legal
 representative to act on behalf of the Participant.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Subject to applicable law, Restricted Stock Units may be transferred
 to a Successor. Such transferred Restricted Stock Units may only be further
 sold, transferred, pledged, assigned or otherwise alienated by the Successor
 in accordance with the terms of this Section 5.4, and shall be subject in all
 respects to the terms of the Terms and Conditions and the Plan. For a
 transfer to be effective, the Successor shall promptly furnish the Company
 with written notice thereof and a copy of such other evidence as the
 Committee may deem necessary to establish the validity of the transfer and
 the acceptance of the Successor of the terms and conditions of the Plan.

 
	
  

 	
  

 	
  

 
	
 5.5

 	
 Settlement of Units. Within
 fifteen (15) days after the end of the Restriction Period for Restricted
 Stock Units, the Company shall deliver to the Participant for each Restricted
 Stock Unit one Share (thereafter an Owned Share) and the amount of dividends,
 dividend equivalents and other distributions paid with respect to a Share
 during the vesting period beginning on the Grant Date. 

 


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 SECTION 6

 
	
 Pre-2008 Stock Options

 
	
  

 
	
 6.1

 	
 In General. Pre-2008 Stock Options shall remain subject to
 the terms of the Predecessor Plan and the award agreements under which they
 were granted, subject to the modifications set forth in this Section 6. Any
 Shares acquired upon the exercise of Pre-2008 Stock Options shall be subject
 to the provisions of Section 7.

 
	
  

 	
  

 
	
 6.2

 	
 Exercise of Stock Options.
 The holder of an exercisable Stock Option may exercise the Stock Option only
 by delivering a written notice of exercise to the Company setting forth the
 number of Shares as to which the Stock Option is to be exercised. Upon the
 Exercise Date, the holder shall pay or provide for the Exercise Price and
 applicable Withholding Tax in full, pursuant to such procedures established
 by the Committee from time to time after giving consideration to applicable
 tax, securities and accounting rules. Any exercisable Stock Option that has
 not been exercised in accordance with this Section 6.2 on the Exercise Date
 immediately prior to its expiration if, on such Exercise Date, there is a
 Stock Option Spread with respect to such Stock Option.

 
	
  

 	
  

 
	
 6.3

 	
 No Repricing. In
 no event will the Committee, unless otherwise approved by shareholders, be
 permitted (i) to reduce the Exercise Price of any outstanding Stock Option,
 (ii) cancel a Stock Option in exchange for cash or other Awards (except as
 provided in Section 7.7), (iii) exchange or replace an outstanding Stock
 Option with a new Stock Option with a lower Exercise Price, or (iv) take any
 other action that would be a “repricing” of Stock Options.

 
	
  

 	
  

 
	
 6.4

 	
 NonTransferability. Subject
 to applicable law, vested Stock Options may be transferred to a Successor.
 Such transferred Stock Options may only be further sold, transferred,
 pledged, assigned or otherwise alienated by the Successor in accordance with
 this Section 6.4, and shall be subject in all respects to the terms of the
 award agreement under which the Stock Options were granted or Predecessor
 Plan, as applicable, and the Plan. For a transfer to be effective, the
 Successor shall promptly furnish the Company with written notice thereof and
 a copy of such other evidence as the Committee may deem necessary to
 establish the validity of the transfer and the acceptance of the Successor of
 the terms and conditions of the Plan.

 
	
  

 	
  

 
	
 SECTION 7

 
	
 Purchase and Sale Rights

 
	
  

 
	
 7.1

 	
 Restrictions. The
 Committee may impose such restrictions on any Owned Shares as it deems
 necessary or advisable, including, without limitation, restrictions under
 applicable federal securities laws, under the requirements of any stock
 exchange or market upon which the Shares are then listed and/or traded, and
 under any blue sky or state securities laws.

 
	
  

 	
  

 
	
 7.2

 	
 Additional Conditions of Transfer.
 The Company shall not be required (i) to transfer on its books any Shares
 that have been sold or transferred, or (ii) to treat as owner of such Shares,
 to accord the right to vote as such owner, or to pay dividends to any
 transferee to whom such Shares have been transferred in violation of the
 Plan.

 


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 SECTION 8

 
	
 Beneficiary Designation

 
	
  

 
	
 8.1

 	
 Each Participant may, from time to time, name any Designated Beneficiary
 (who may be named contingently or successively) to whom any benefit under the
 Plan is to be paid in case the Participant should die before receiving any or
 all of his or her benefits under the Plan. Each beneficiary designation shall
 revoke all prior designations by the same Participant, must be in a form
 prescribed by the Committee and must be made during the Participant’s
 lifetime.

 
	
  

 	
  

 	
  

 
	
 SECTION 9

 
	
  

 	
  

 	
  

 
	
 Amendment, Modification and Termination; Adjustments

 
	
  

 
	
 9.1

 	
 Amendment, Modification and Termination.
 The Board may at any time and from time to time alter, amend, modify or
 terminate the Plan in whole or in part, without the approval of the Company’s
 shareholders, except to the extent such approval is required by law. Subject
 to the terms and conditions of the Plan, the Committee may modify, extend or
 renew outstanding Awards under the Plan, or accept the surrender of
 outstanding Awards (to the extent not already exercised) and grant new Awards
 in substitution of them (to the extent not already exercised), in order to
 comply with the requirements of applicable law or otherwise. Notwithstanding
 the foregoing, no modification of an Award shall, without the prior written
 consent of the Participant, materially alter or impair any rights or
 obligations under any Award already granted under the Plan, except such an
 amendment made to comply with the requirements of applicable law.

 
	
  

 	
  

 	
  

 
	
 9.2

 	
 Adjustment of Awards Upon the Occurrence of
 Certain Events.

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 In General. If the Shares, as currently
 constituted, are changed into or exchanged for a different number or kind of
 shares of stock or other securities of the Company or of another corporation
 (whether because of a merger, consolidation, recapitalization,
 reclassification, split, reverse split, combination of shares, or otherwise,
 but not including a capital infusion from any source) or if the number of
 Shares is increased through the payment of a stock dividend, then the
 Committee shall substitute for or add to each Share underlying a
 Participant’s Restricted Stock Units the number and kind of shares of stock
 or other securities into which each outstanding Share was changed, for which
 each such Share was exchanged, or to which each such Share is entitled, as
 the case may be.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Notice. The Committee shall give notice of
 any adjustment to each Participant who holds an Award that has been adjusted
 and the adjustment (whether or not such notice is given) shall be effective
 and binding for all Plan purposes.

 
	
  

 	
  

 	
  

 
	
 9.3

 	
 Fractional Shares. Fractional
 Shares, whether resulting from any adjustment in Awards pursuant to Section
 9.2 or otherwise, may be settled in cash or otherwise as the Committee
 determines.

 
	
  

 	
  

 	
  

 
	
 9.4

 	
 Corporate Transaction.
 Any Award that has not been fully exercised before the date of a Change in
 Control may be settled or otherwise terminated on such date in the discretion
 of the

 


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 Committee, unless a provision has been made in writing in connection
 with such transaction for the assumption of all Awards theretofore granted,
 or the substitution for such Awards of awards to acquire the stock of the
 surviving, resulting or acquiring corporation, with any adjustments as the
 Committee determines appropriate, in which event the Awards theretofore
 granted shall continue in the manner and under the terms so provided.
 Notwithstanding anything in the Plan to the contrary, any underwater Award
 that has not been fully exercised, and any Award that the Committee
 determines cannot become vested, before the date of consummation of the
 Change in Control may be canceled without consideration in the discretion of
 the Committee.

 
	
  

 	
  

 	
  

 
	
 9.5

 	
 Tax Withholding.
 The Company shall have the right to deduct or withhold, or require a
 Participant to remit to the Company, an amount (either in cash or Shares)
 sufficient to satisfy any Withholding Tax.

 
	
  

 	
  

 	
  

 
	
 SECTION 10

 
	
 Miscellaneous Provisions

 
	
  

 
	
 10.1

 	
 Successors. All
 obligations of the Company under the Plan or any Restricted Stock Unit
 Agreement shall be binding on any successor to the Company, whether the
 existence of the successor results from a direct or indirect purchase of all
 or substantially all of the Company’s stock, or a merger or consolidation, or
 otherwise.

 
	
  

 	
  

 	
  

 
	
 10.2

 	
 Legal Construction.

 
	
  

 	
  

 
	
  

 	
 (a)

 	
 Number. Except where
otherwise indicated by the context, any plural term used in the Plan includes
the singular and any singular term includes the plural. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

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

 
	
  

 	
  

 	
  

 
	
 10.3

 	
 Business Day. In
 the event the day prescribed for the performance of any act under the Plan,
 or deadline by which such act must be performed, shall fall on a day other
 than a Business Day, such day or deadline shall be extended until the close
 of business on the next succeeding Business Day.

 
	
  

 	
  

 	
  

 
	
 10.4

 	
 Requirements of Law.
 The granting of Awards, the issuance of Shares and the payment of cash under
 the Plan shall be subject to all applicable laws, rules and regulations, and
 to any approvals by governmental agencies or national securities exchanges as
 may be required.

 
	
  

 	
  

 	
  

 
	
 10.5

 	
 Rights of a Shareholder. A
 Participant shall not be, nor shall a Participant have any of the rights and
 privileges of, a shareholder until certificates for Shares have been issued
 upon settlement of Restricted Stock Units.

 
	
  

 	
  

 	
  

 
	
 10.6

 	
 Securities Law Compliance.

 


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 (a)

 	
 As to any individual who is, on the relevant date, an officer,
 director or greater than 10% percent beneficial owner of any class of the
 Company’s equity securities that is registered pursuant to Section 12 of the
 Exchange Act, all as defined under Section 16 of the Exchange Act,
 transactions under the Plan are intended to comply with all applicable
 conditions of Rule 16b-3 under the Exchange Act, or any successor rule. To the extent any provision of the Plan or action by the Committee fails to so comply, it
 shall be deemed null and void, to the extent permitted by law and deemed
 advisable by the Committee.

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 To the extent the Committee deems it necessary, appropriate or
 desirable to comply with state securities laws or practice and to further the
 purposes of the Plan, the Committee may, without amending the Plan, (i)
 establish rules applicable to Awards granted to Participants, including rules
 that differ from those set forth in the Plan, and (ii) grant Awards to such
 Participants in accordance with those rules that would require the
 application of the securities laws of any state.

 
	
  

 	
  

 	
  

 
	
 10.7

 	
 Unfunded Status of the Plan.
 The Plan is intended to constitute an “unfunded” plan for incentive
 compensation. With respect to any payments or deliveries of Shares not yet
 made to a Participant by the Company, the Participant’s rights are no greater
 than those of a general creditor of the Company. The Committee may authorize
 the establishment of trusts or other arrangements to meet the obligations
 created under the Plan, so long as the arrangement does not cause the Plan to
 lose its legal status as an unfunded plan.

 
	
  

 	
  

 	
  

 
	
 10.8

 	
 Section 409A. Restricted
 Stock Units are intended to qualify for exemption from, or to comply with the
 requirements of, Section 409A, and the Plan shall be interpreted in a manner
 consistent with such intent. References in the Plan to a termination of
 “Service” and similar expressions shall mean a “separation from service”
 within the meaning of Section 409A. In the event that (i) the Committee
 determines that (x) any stock of the Company is publicly traded on an
 established securities market or otherwise, (y) the Participant is a
 “specified employee” within the meaning of Section 409A and (z) the
 Participant’s Restricted Stock Units do not qualify for exemption from
 Section 409A; and (ii) settlement of the Participant’s Restricted Stock Units
 is the result of the Participant’s separation from Service, then
 notwithstanding any provision herein or in the Participant’s Restricted Stock
 Unit Agreement to the contrary payment in settlement of such Restricted Stock
 Units shall be postponed until six months after the date of such separation
 from Service or, if earlier, the date of the Participant’s death.

 
	
  

 	
  

 	
  

 
	
 10.9

 	
 Governing Law. To
 the extent not preempted by Federal law, the Plan and all agreements
 hereunder shall be construed and enforced in accordance with, and governed
 by, the laws of the State of New York, without giving effect to its conflicts
 of law principles that would require the application of the law of any other
 jurisdiction.

 


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