Exhibit 10.32


COTY INC.

EXECUTIVE OWNERSHIP PLAN


(as amended and restated on April 8, 2013)


SECTION 1
PURPOSE AND DURATION


	
  

 	
  

 	
  

 
	
 1.1

 	
 Purpose. The
 purpose of this Coty Inc. Executive Ownership Plan is to promote the
 interests of Coty Inc. and its shareholders by (i) attracting and retaining
 exceptional executive personnel and other key employees of the Company and
 its Affiliates; (ii) motivating such employees to achieve long-range
 performance goals; and (iii) enabling such employees to participate in the long-term
 growth and financial success of the Company. 

 
	
  

 	
  

 	
  

 
	
 1.2

 	
 Effective Date and Term of the Plan. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The original effective date of the Plan was September 11, 2006. The
 effective date of this amended and restated plan document is the Effective
 Date (as defined below). 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The Plan will terminate upon the earlier of (i) the date on which all
 Shares available for issuance under the Plan have been issued pursuant to the
 purchase of Restricted Stock or the exercise of Matching Options, or (ii) the
 date specified by action of the Board. Upon such Plan termination, all
 Restricted Stock and Matching Options outstanding under the Plan will
 continue to have full force and effect in accordance with the terms of the
 Restricted Stock Agreements and Matching Option Terms and Conditions. 

 


SECTION 2

DEFINITIONS


	
  

 	
  

 
	
  

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

 
	
  

 	
  

 
	
 2.1

 	
  “Affiliate” means
 any entity (i) that, directly or indirectly, is controlled by the Company, or
 in which the Company has a significant equity interest, and (ii) as to which
 the Company is an “eligible issuer of service recipient stock” within the
 meaning of Treas. Reg. 1.409A-1(b)(5)(iii)(E), in any such case as determined
 by the Committee. 

 
	
  

 	
  

 
	
 2.2

 	
  “Applicable Fraction”
 means a fraction, the numerator of which is the number of days elapsed from
 the Grant Date of a Matching Option to the date of the Participant’s
 termination of Service and the denominator of which is the number of days
 between the Grant Date and the date the Award was scheduled to become
 exercisable or otherwise vest. 

 
	
  

 	
  

 
	
 2.3

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

 
	
  

 	
  

 
	
 2.4

 	
  “Bonus” means the
 gross amount of a Participant’s annual incentive award for a Performance Year
 under the Company’s Annual Performance Plan. 

 













	
  

 	
  

 	
  

 
	
 2.5

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

 
	
  

 	
  

 
	
 2.6

 	
  “Cause” has the
 meaning set forth in any employment, severance or other agreement between the
 Company or an Affiliate and the Participant. If there is no employment,
 severance or other agreement between the Company or an Affiliate and the
 Participant, or if such agreement does not define “Cause,” then “Cause” shall
 mean the occurrence of any of the following, as determined by the Committee
 in its sole discretion: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 a Participant’s willful and continued failure substantially to
 perform his or her duties (other than as a result of total or partial
 incapacity due to physical or mental illness or as a result of termination by
 such Participant for Good Reason), which failure continues for more than 30
 days after receipt by the Participant of written notice setting forth the
 facts and circumstances identified by the Company as constituting adequate
 grounds for termination under this clause (a); 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 any willful act or omission by a Participant constituting dishonesty,
 fraud or other malfeasance, and any act or omission by a Participant
 constituting immoral conduct, which in any such case is injurious to the
 financial condition or business reputation of the Company or any of its
 Affiliates; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 a Participant’s indictment for a felony under the laws of the United
 States or any state thereof or any other jurisdiction in which the Company
 conducts business; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 a Participant’s breach of any nonsolicitation, noncompetition,
 confidentiality, or other restrictive covenant by which he or she is bound. 

 
	
  

 	
  

 	
  

 
	
  

 	
 For purposes of this definition, no act or failure to act shall be
 deemed “willful” unless effected by a Participant not in good faith and
 without a reasonable belief that such action or failure to act was in or not
 opposed to the Company’s best interests.

 
	
  

 	
  

 	
  

 
	
 2.7

 	
  “Change in Control”
 means the occurrence of any of the following: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (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) 20% 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; 

 


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 (b)

 	
 Individuals who constitute the Board on the Restatement Effective
 Date (the “Incumbent Board”) cease for any reason to constitute at
 least a majority thereof, provided, that
 any Person becoming a director subsequent to such date 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 Incumbent
 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 outstanding securities; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The Majority Shareholder enters into any joint venture, joint
 operating arrangement, partnership, standstill agreement or other arrangement
 similar to any of the foregoing with any other Person or group, pursuant to
 which such Person or group assumes significant operational or managerial
 control of the Company; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 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. 

 
	
  

 	
  

 	
  

 
	
 2.8

 	
  “Code” means the
 U.S. Internal Revenue Code of 1986, as amended from time to time. 

 
	
  

 	
  

 	
  

 
	
 2.9

 	
  “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 and, as applicable, the requirements for
 “outside directors” under Section 162(m) and the regulations thereunder, as
 in effect from time to time. 

 
	
  

 	
  

 	
  

 
	
 2.10

 	
  “Company” means
 Coty Inc., a Delaware corporation, and any successor thereto as provided in
 Section 13.2. 

 
	
  

 	
  

 	
  

 
	
 2.11

 	
  “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 9. 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 

 


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 named by the Participant in the Company’s qualified 401(k) savings
 plan and, if none, the Beneficiary’s estate.

 
	
  

 	
  

 
	
 2.12

 	
  “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(s) 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. 

 
	
  

 	
  

 
	
 2.13

 	
  “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. 

 
	
  

 	
  

 
	
 2.14

 	
  “Eligible Employee”
 means an Employee whom the Committee has designated in its sole discretion as
 eligible to purchase Restricted Stock on an Investment Date. 

 
	
  

 	
  

 
	
 2.15

 	
  “Employee” means
 an employee of the Company or an Affiliate. 

 
	
  

 	
  

 
	
 2.16

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

 
	
  

 	
  

 
	
 2.17

 	
  “Exercise Date”
 shall mean any Business Day. 

 
	
  

 	
  

 
	
 2.18

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

 
	
  

 	
  

 
	
 2.19

 	
  “Fair Market Value”
 as it relates to a Share or to Restricted Stock 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. 

 
	
  

 	
  

 
	
 2.20

 	
  “Good Reason”
 shall have the meaning set forth in any employment, severance or other
 agreement between the Company or an Affiliate and the Participant. If there
 is no employment, severance or other agreement between the Company or an
 Affiliate and the Participant, or if such agreement does not define “Good
 Reason,” then “Good Reason” shall mean the occurrence of any of the
 following: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Before a
 Change in Control: 

 


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 (i)

 	
 A Participant’s removal from, or the Company’s failure to reelect or
 reappoint the Participant to, his or her positions at the Company (other than
 as a result of a promotion). For purposes of this clause (i), a mere change
 of title shall not constitute removal from, or non-reelection to, such
 position, provided that a Participant’s new title is substantially equivalent
 to the Participant’s title as of the Investment Date and his or her position
 is otherwise not adversely affected; or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 The relocation of a Participant’s principal workplace without his or
 her consent to a location more than 25 miles distant from its current
 location. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Following a Change in Control: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 Any of the events described in clause (a) above, 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 A material diminution in a Participant’s title, position, duties or
 responsibilities, or the assignment to a Participant of duties that are
 inconsistent, in a material respect, with the scope of duties and
 responsibilities associated with his or her position as of the Investment
 Date, or 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 The failure of the Company to continue a Participant’s participation
 in the Company’s Annual Performance Plan and in this Plan on a basis that is
 commensurate with his or her position. 

 
	
  

 	
  

 	
  

 	
  

 
	
 2.21

 	
  “Grant Date” means
 the Investment Date on which a Matching Option is granted.

 
	
  

 	
  

 	
  

 	
  

 
	
 2.22

 	
 “Investment
Date” has the meaning set forth in Section 6.1. 

 
	
  

 	
  

 	
  

 	
  

 
	
 2.23

 	
 “Investment Limit” has
the meaning set forth in Section 6.2.  

 
	
  

 	
  

 	
  

 	
  

 
	
 2.24

 	
  “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. 

 
	
  

 	
  

 	
  

 	
  

 
	
 2.25

 	
  “Matching Option”
 means a nonqualified stock option, as described in Section 7, that is not
 intended to meet the requirements of Code Section 422. 

 
	
  

 	
  

 	
  

 	
  

 
	
 2.26

 	
  “Matching Option Terms and Conditions”
 means any agreement or other instrument or document evidencing a Matching
 Option. 

 
	
  

 	
  

 	
  

 	
  

 
	
 2.27

 	
  “Matching Option Spread”
 means the amount by which the Fair Market Value, as of the Exercise Date, of
 the Shares as to which a Matching Option is exercised exceeds the aggregate
 Exercise Price with respect to such Shares. 

 
	
  

 	
  

 	
  

 	
  

 
	
 2.28

 	
  “Owned Shares” means Shares that a
 Participant has acquired through the vesting of Restricted Stock or the
 exercise of a Matching Option. 

 


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 2.29

 	
  “Participant”
 means a Person who, at a time when such Person was an Eligible Employee, has
 purchased Restricted Stock. 

 
	
  

 	
  

 
	
 2.30

 	
  “Performance Year”
 means a fiscal year of the Company. 

 
	
  

 	
  

 
	
 2.31

 	
  “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. 

 
	
  

 	
  

 
	
 2.32

 	
  “Plan” means this
 Coty Inc. Executive Ownership Plan, as amended from time to time. 

 
	
  

 	
  

 
	
 2.33

 	
  “Purchase Price”
 of Restricted Stock purchased on an Investment Date means the Fair Market
 Value of such Restricted Stock as of such Investment Date. 

 
	
  

 	
  

 
	
 2.34

 	
  “Restricted Stock”
 means Shares purchased by a Participant pursuant to Section 6. 

 
	
  

 	
  

 
	
 2.35

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

 
	
  

 	
  

 
	
 2.36

 	
  “Restriction Period”
 means the period during which the transfer of Restricted Stock is limited. 

 
	
  

 	
  

 
	
 2.37

 	
  “Retirement” means
 a termination of Service (other than a termination of Service for Cause): 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 after attaining age 60, but only if the Company or the employing
 Affiliate consents to the treatment of such termination as a “Retirement” for
 purposes of this Plan; or 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 qualifying as a retirement at normal retirement age under the laws
 and/or arrangements applicable to the Participant, as reasonably determined
 by the Committee. 

 
	
  

 	
  

 
	
 2.38

 	
  “Section 409A”
 means Section 409A of the Code and the applicable regulations and other legal
 authority promulgated thereunder. 

 
	
  

 	
  

 
	
 2.39

 	
  “Service” means
 the provision of services in the capacity of an Employee or a Continuing
 Director of the Company or an Affiliate. A transfer of Service from the
 Company to an Affiliate or from an Affiliate to the Company or another
 Affiliate shall not constitute a termination of Service under the Plan or any
 Restricted Stock Agreement or Matching Option Terms and Conditions. All
 determinations regarding Service, including whether any leave of absence is a
 termination of Service, shall be made by the Committee in its sole
 discretion. For purposes of this paragraph, a “Continuing Director” shall
 mean any individual who, upon his or her termination of employment with the
 Company or an Affiliate, continues to serve as a member of the Board or the
 board of directors of an Affiliate. The Service of a Continuing Director
 shall terminate when he or she ceases to serve as a member of the Board or on
 the board of directors of an Affiliate. 

 


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 2.40

 	
  “Share” means a
 share of the 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. 

 
	
  

 	
  

 
	
 2.41

 	
  “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, Matching Options or Owned Shares, as applicable. The
 Committee may, in its discretion, deem other parties to qualify as a
 Successor for purposes of the Plan. 

 
	
  

 	
  

 
	
 2.42

 	
  “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) designate the Employees who shall be Eligible Employees with respect
 to an Investment Date; (b) determine the terms and conditions of Restricted
 Stock and Matching Options in a manner consistent with the Plan; (c)
 determine the Fair Market Value of a Share; (d) construe and interpret the
 Plan and any agreement or instrument entered into under the Plan; (e)
 establish, amend or waive rules and regulations for the Plan’s
 administration; and (f) subject to the provisions of Section 12, amend the
 terms and conditions of any outstanding Restricted Stock or Matching Option
 to the extent the amended terms are within the Committee’s authority under
 the Plan. Further, the Committee shall make all other determinations that may
 be necessary or advisable to administer the Plan. The Committee may delegate
 some or all of its authority under the Plan to officers or employees of the
 Company or other Persons. 

 
	
  

 	
  

 
	
 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, its shareholders, all Affiliates, Employees,
 Participants and their estates and beneficiaries. 

 


SECTION 4

Shares Subject to the Plan


	
  

 	
  

 
	
 4.1

 	
 Available Shares.
 Subject to adjustment as provided in Section 4.3, the aggregate number of
 Shares with respect to which Restricted Stock and Matching Options may be
 granted under the Plan shall be as set forth in a resolution adopted by the
 Board and as authorized by the Company’s shareholders. 

 


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 4.2

 	
 Lapsed Shares. If
 any Matching Option granted under the Plan is canceled, terminates, expires,
 lapses or is forfeited for any reason, the number of Shares to which such Matching
 Option relates shall again be available for Restricted Stock purchases or
 Matching Option grants 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 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 that may become subject to a Restricted Stock purchase or a Matching
 Option 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. 

 
	
  

 	
  

 
	
 4.4

 	
 Sources of Shares Deliverable Under Plan.
 Any Shares delivered pursuant to a Restricted Stock purchase or a Matching
 Option grant may consist, in whole or in part, of authorized and unissued
 Shares or of treasury Shares. 

 
	
  

 	
  

 
	
 4.5

 	
 Plan Frozen. As of
 November 8, 2012, no new Awards may be granted under the Plan. 

 


SECTION 5

Eligibility and Participation


	
  

 	
  

 
	
 5.1

 	
 Eligibility. Any
 Employee, including any officer or employee-director of the Company or an
 Affiliate, shall be eligible to be designated a Participant. To be eligible,
 a Participant shall have signed and delivered to the Company the
 Confidentiality and Non-Competition Agreement delivered to the Participant by
 the Company. 

 
	
  

 	
  

 
	
 5.2

 	
 Actual Participation.
 The opportunity to invest in Restricted Stock on a given Investment Date
 shall be limited to Eligible Employees selected by the Committee in its sole
 discretion as eligible to participate in the Plan as of such date. 

 


SECTION 6

Restricted Stock


	
  

 	
  

 
	
 6.1

 	
 Investment Date.
 With respect to each Performance Year, the Committee shall establish an
 Investment Date, which shall be within 60 days of the date the Board
 determines the Bonus amounts for that Performance Year. 

 
	
  

 	
  

 
	
 6.2

 	
 Investment in Restricted Stock, Vesting.
 An Eligible Employee may purchase on the Investment Date for a Performance
 Year any number of Shares of Restricted Stock up to the Investment Limit; provided, that Shares of Restricted
 Stock may be acquired only in multiples of 25. For purposes of this Section
 6.2, the “Investment Limit” means (i) the Participant’s Bonus or
 Target Bonus, whichever is greater, for the related Performance Year, divided
 by (ii)

 


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 the Fair Market Value of a Share on the Investment Date. A
 Participant shall be fully vested in Shares of Restricted Stock acquired
 pursuant to this Section 6.2.

 
	
  

 	
  

 
	
 6.3

 	
 Investment Procedure.
 To purchase Restricted Stock on an Investment Date, a Participant must
 satisfy the following conditions: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The Participant must execute on or before the Investment Date a
 Restricted Stock Agreement, in such written or electronic form as the
 Committee shall designate, specifying the number of Shares of Restricted
 Stock he or she elects to purchase. The Participant may by written notice to
 the Committee revoke his or her election at any time prior to the Investment
 Date. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The Participant must deliver to the Committee on or before the
 Investment Date payment, in cash or by check, of the Purchase Price for the
 Restricted Stock. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The Participant, if subject to taxation in the United States with
 respect to any compensation derived under the Plan, must make an election
 under Section 83(b) of the Code with respect to the Restricted Stock. 

 
	
  

 	
  

 
	
 6.4

 	
 Restriction Period.
 The Restriction Period for Restricted Stock purchased on an Investment Date
 is the five-year period commencing on the Investment Date; provided, that a Participant’s
 Restriction Period shall immediately end upon the Participant’s termination
 of Service for any reason. After the Restriction Period, the Restricted
 Shares are referred to in the Plan and this Agreement as the “Owned Shares.” 

 
	
  

 	
  

 
	
 6.5

 	
 Transferability.
 The Shares of Restricted Stock may be sold, transferred, pledged, assigned or
 otherwise alienated or hypothecated by the Participant at any time. 

 
	
  

 	
  

 
	
 6.6

 	
 Custody of Restricted Stock.
 During the Restricted Period, the Shares of Restricted Stock shall be held
 for the benefit of the Participant in an account as may be designated by the
 Committee and monitored by the Company in accordance with the procedures
 designated by the Committee. 

 
	
  

 	
  

 
	
 6.7

 	
 Voting Rights. Except
 as otherwise provided in a Restricted Stock Agreement, a Participant holding
 Shares of Restricted Stock may exercise any voting rights that apply to those
 Shares during the Restriction Period. 

 
	
  

 	
  

 
	
 6.8

 	
 Dividends and Other Distributions.
 The Participant shall receive regular dividends and other distributions paid
 on the Restricted Shares. 

 


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SECTION 7
Matching Options


	
  

 	
  

 	
  

 	
  

 
	
 7.1

 	
 Automatic Matching Option Grant. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Grant. Upon a Participant’s purchase of
 Restricted Stock on an Investment Date, the Participant shall receive an
 automatic grant of a Matching Option on such Investment Date in accordance
 with this Section 7.1. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Number of Shares. The number of Shares
 subject to the Matching Option shall be equal to the sum of the following: 

 
	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 2 times the number of Shares purchased by the Participant on the
 Investment Date that do not exceed 25% of the Participant’s Bonus for the
 Performance Year to which such Investment Date relates; and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 4 times the number of Shares purchased by the Participant on the
 Investment Date, to the extent such number exceeds 25% of the Participant’s
 Bonus for the Performance Year to which such Investment Date relates. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Exercise Price. The Exercise Price of the
 Matching Option shall be the Fair Market Value of a Share on the Grant Date. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Vesting and Exercisability. Except as
 otherwise provided in Section 7.4, the Matching Option shall become fully
 vested upon the expiration of the Restricted Period so long as the
 Participant has not sold, transferred, pledged, assigned or otherwise
 alienated or hypothecated any underlying Restricted Stock during the
 Restricted Period. Any Matching Option that has become vested shall remain
 until the tenth anniversary of the Grant Date. 

 
	
  

 	
  

 
	
 7.2

 	
 Matching Option Terms and Conditions.
 Each Matching Option grant shall be evidenced by a Matching Option Terms and
 Conditions setting forth number of Shares to which the Matching Option
 pertains and such terms not inconsistent with the Plan as the Committee
 determines. 

 
	
  

 	
  

 
	
 7.3

 	
 Exercise of Matching Options. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 The holder of a Matching Option may exercise the Matching Option only
 by delivering a written notice of exercise to the Company setting forth the
 number of Shares as to which the Matching Option is to be exercised. On the
 Exercise Date, the holder shall pay or provide for the Exercise Price and
 applicable Withholding Tax in full, pursuant to such exercise procedures
 established by the Committee from time to time after giving consideration to applicable
 tax, securities and accounting rules. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Any exercisable Matching Option that has not been exercised by its
 holder shall be automatically exercised for Shares in accordance with
 subsection (a) hereof on the Exercise Date immediately prior to its
 expiration if, on such Exercise Date, there is a Matching Option Spread with
 respect to such Matching Option. 

 


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 7.4

 	
 Termination of Service.
 Except as otherwise provided in a Matching Option Terms and Conditions:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 In the event a Participant’s Service terminates by reason of death,
 Disability, or Retirement: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 The Applicable Fraction of the portion of any Matching Option held by
 such Participant which has not theretofore become exercisable shall
 immediately become vested and exercisable. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 All Matching Options held by the Participant, to the extent
 exercisable (including by application of clause (i) above) as of the
 Participant’s termination of Service shall remain exercisable through the
 second anniversary of the date of termination of Service. Any vested Matching
 Option remaining outstanding after such second anniversary shall be canceled
 without consideration. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (iii)

 	
 Any unvested portion of the Participant’s Matching Options as of the
 date of termination (other than any portion thereof that becomes vested
 pursuant to clause (i) above) shall be forfeited and canceled, without
 consideration, on the date of termination. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Except as provided in Section 7.7, in the event a Participant’s
 Service terminates other than by reason of death, Disability, or Retirement: 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (i)

 	
 The vested portion, if any, of the Participant’s Matching Options
 shall remain exercisable through the ninetieth (90th) day after the
 Participant’s termination of Service. Any vested Matching Option remaining
 outstanding after such date shall be canceled without consideration. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (ii)

 	
 Any unvested portion of the Participant’s Matching Options as of the
 date of termination shall be forfeited and canceled on the date of termination,
 and 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Notwithstanding the foregoing, the Committee may, in its sole
 discretion, accelerate the vesting and exercisability, and/or extend the
 period of exercisability, of all or a portion of a Matching Option at any
 time. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 In no event shall a Matching Option be exercisable following its
 expiration date. 

 
	
  

 	
  

 	
  

 	
  

 
	
 7.5

 	
 Nontransferability of Matching Options. 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Except as otherwise provided in Section 7.5(b), a Participant’s
 Matching Option Terms and Conditions, or the Plan, (i) no Matching Option
 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 Matching Options shall be exercisable
 during the Participant’s lifetime only by the Participant or his or her
 guardian or legal representative. The Committee may, in its sole discretion,
 require a Participant’s guardian or legal representative to supply it with
 the evidence 

 


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 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, vested Matching Options may be transferred
 to a Successor. Such transferred Matching Options may only be further sold,
 transferred, pledged, assigned or otherwise alienated by the Successor in
 accordance with this Section 7.5, and shall be subject in all respects to the
 terms of the Matching Option 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. 

 
	
  

 	
  

 	
  

 
	
 7.6

 	
 Dividend Equivalents and Other
 Distributions. The Committee may, in its sole
 discretion, provide under an agreement for payments in connection with
 Matching Options that are equivalent to dividends or other distributions declared
 and paid on the Shares underlying the Matching Options prior to the date of
 exercise. Such dividend equivalent agreement, if any, shall be separate and
 apart from the Matching Option Terms and Conditions and shall be designed to
 comply separately with Section 409A. 

 
	
  

 	
  

 	
  

 
	
 7.7

 	
 Change in Control.
 If, within twelve months following a Change in Control, (i) a Participant is
 terminated by the Company or an employing Affiliate without Cause or (ii)
 such Participant resigns for Good Reason, the unvested portion of any then
 outstanding Matching Option shall vest and become exercisable. 

 


SECTION 8
Share Restrictions and Purchase and Sale Rights


	
  

 	
  

 
	
 8.1

 	
 Restrictions. The
 Committee may impose such restrictions on any 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. 

 
	
  

 	
  

 
	
 8.2

 	
 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 or any
 Restricted Stock Agreement or Matching Option Terms and Conditions. 

 


SECTION 9

Beneficiary Designation


	
  

 	
  

 
	
 9.1

 	
 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. 

 


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SECTION 10

Breach of Restrictive Covenants


	
  

 	
  

 	
  

 
	
 10.1

 	
 A Restricted Stock Agreement or Matching Option Terms and Conditions
 may provide that if the Participant breaches, whether during or after
 termination of Service, a nonsolicitation, noncompetition, confidentiality,
 or other restrictive covenant by which he or she is bound, then in addition
 to any other penalties or restrictions that may apply under any such
 agreement, state law, or otherwise, the Participant shall forfeit: 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 Any Restricted Stock or vested or unvested Matching Options held by
 him or her; 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 The profit the Participant realized from the exercise of any Matching
 Options that the Participant exercised after terminating Service and within
 the six-month period immediately preceding the Participant’s termination of
 Service, which is the Matching Option Spread associated with any Shares acquired
 by the Participant upon his or her exercise of such Matching Options; and 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 The Fair Market Value, as determined on the vesting date, of any
 Restricted Stock that vested within the six-month period immediately
 preceding the Participant’s termination of Service.

 


SECTION 11

Rights of Participants


	
  

 	
  

 
	
 11.1

 	
 Service. Nothing
 in the Plan shall interfere with or limit in any way the right of the Company
 or any Affiliate to terminate any Participant’s Service at any time, or
 confer upon any Participant any right to continue in the Service of the
 Company or any Affiliate. The purchase of Restricted Stock or the grant of a
 Matching Option under the Plan shall not in any way affect the right or power
 of the Company to make adjustments, reclassifications or changes in its
 capital or business structure, or to merge, consolidate, dissolve, liquidate,
 sell or transfer all or any part of its business or assets. 

 
	
  

 	
  

 
	
 11.2

 	
 Participation. No
 Employee shall have the right to purchase Restricted Stock under the Plan,
 or, having received purchased Restricted Stock, to purchase Restricted Stock
 in the future. 

 


SECTION 12
Amendment, Modification and Termination and Change
in Control


	
  

 	
  

 
	
 12.1

 	
 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 Restricted
Stock or Matching Options under the Plan, or accept the surrender of
outstanding Matching Options (to the extent not already exercised) and grant
new Matching Options 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 

 


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 of Restricted Stock or Matching Options shall, without the prior
 written consent of the Participant, materially alter or impair any rights or
 obligations under any Restricted Stock or Matching Options already granted
 under the Plan, except such an amendment made to comply with the requirements
 of applicable law.

 
	
  

 	
  

 	
  

 
	
 12.2

 	
 Adjustments 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 an Award 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, which shares or other
 securities shall be subject to the same terms and conditions as the
 underlying Award. Any such adjustment in an outstanding Matching Option shall
 be made without change in the aggregate purchase price applicable to the unexercised
 portion of such Matching Option but with a corresponding adjustment in the
 Exercise Price for each Share or other unit of any security covered by such
 Matching Option. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 Reciprocal Transactions. The Committee may,
 but shall not be obligated to, make an appropriate and proportionate
 adjustment to the Exercise Price of any outstanding Matching Option, and/or
 grant an additional Matching Option to the holder of any outstanding Matching
 Option, to compensate for the diminution in the intrinsic value of the Shares
 resulting from any reciprocal transaction. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Certain Unusual or Nonrecurring Events. In
 recognition of unusual or nonrecurring events affecting the Company or its
 financial statements, or in recognition of changes in applicable laws,
 regulations, or accounting principles, and, whenever the Committee determines
 that adjustments are appropriate in order to prevent dilution or enlargement
 of the benefits or potential benefits intended to be made available under the
 Plan, the Committee may, using reasonable care, make adjustments in the terms
 and conditions of Matching Options or Restricted Stock. In no event will the
 Committee, unless otherwise approved by shareholders, be permitted (i) to
 reduce the Exercise Price of any outstanding Matching Option, (ii) cancel a
 Matching Option in exchange for cash or other Awards (except as provided in
 12.4), (iii) exchange or replace an outstanding Matching Option with a new
 Matching Option with a lower Exercise Price, or (iv) take any other action that
 would be a “repricing” of Matching Options. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (d)

 	
 Notice. The Committee shall give notice of
 any adjustment to each affected Participant and the adjustment (whether or
 not such notice is given) shall be effective and binding for all Plan
 purposes. 

 


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 (e)

 	
 Section 409A. Notwithstanding any provision
 herein to the contrary, no adjustment shall be made under this Section 12.2
 to the extent it would give rise to adverse tax consequences under Section
 409A. 

 
	
  

 	
  

 	
  

 
	
 12.3

 	
 Fractional Shares.
 Fractional Shares, whether resulting from any adjustment in Matching Options
 or Restricted Stock pursuant to Section 12.2 or otherwise, may be settled in
 cash or otherwise as the Committee determines. 

 
	
  

 	
  

 	
  

 
	
 12.4

 	
 Change in Control. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (a)

 	
 If, within twelve months following a Change in Control, (i) a
 Participant is terminated by the Company or an employing Affiliate (that is
 not a Joint Venture) without Cause or (ii) such Participant resigns from the
 Company or an employing Affiliate (that is not a Joint Venture) for Good
 Reason, all then outstanding Awards shall become fully vested. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (b)

 	
 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 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. 

 


SECTION 13

Miscellaneous Provisions


	
  

 	
  

 	
  

 
	
 13.1

 	
 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. 

 
	
  

 	
  

 
	
 13.2

 	
 Successors. All
 obligations of the Company under the Plan or any Restricted Stock Agreement
 or Matching Option Terms and Conditions 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. 

 
	
  

 	
  

 
	
 13.3

 	
 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 

 


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 shall be construed and enforced as if the illegal or invalid
 provision had not been included.

 
	
  

 	
  

 	
  

 
	
  

 	
 (c)

 	
 Termination of Service. As used in the Plan,
 the phrase “termination of Service” and similar terms means a “separation
 from service” within the meaning of Section 409A. 

 
	
  

 	
  

 
	
 13.4

 	
 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. 

 
	
  

 	
  

 
	
 13.5

 	
 Requirements of Law.
 The purchase of Restricted Stock, the granting of Matching Options, 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. 

 
	
  

 	
  

 
	
 13.6

 	
 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 the underlying Shares
 of Restricted Stock have been issued. 

 
	
  

 	
  

 
	
 13.7

 	
 Securities Law Compliance. 

 
	
  

 	
  

 	
  

 
	
  

 	
 (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 Restricted Stock or Matching Options granted to
 Participants, including rules that differ from those set forth in the Plan,
 and (ii) grant Restricted Stock or Matching Options to such Participants in
 accordance with those rules that would require the application of the
 securities laws of any state. 

 
	
  

 	
  

 
	
 13.8

 	
 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. 

 
	
  

 	
  

 
	
 13.9

 	
 Non-U.S. Based Employee.
 Notwithstanding any other provision of the Plan to the contrary, the
 Committee may make awards to Employees who are not citizens or residents of
 the United 

 


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 States, or to Employees outside the United States, on terms and
 conditions that are different from those specified in the Plan as may, in the
 Committee’s judgment, be necessary or desirable to foster and promote
 achievement of the Plan’s purposes. In furtherance of such purposes, the
 Committee may, without amending the Plan, establish or modify rules,
 procedures and subplans as may be necessary or advisable to comply with
 provisions of laws in other countries or jurisdictions in which the Company
 operates or has employees. 

 
	
  

 	
  

 
	
 13.10

 	
 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.  

 


-17-