exv10w1









    Exhibit
    10.1



 



 




    2010
    INCENTIVE PLAN

    OF

    WESTERN REFINING, INC.



 













 






 


	 	 	 	 	 	 	 
	
    ARTICLE I ESTABLISHMENT, PURPOSE AND DURATION
	
 
	 
	
    1
	 

	

    1.1
    


	
 
	
    Establishment
	
 
	 
	
    1
	 

	

    1.2
    


	
 
	
    Purpose of the Plan
	
 
	 
	
    1
	 

	

    1.3
    


	
 
	
    Duration of Plan
	
 
	 
	
    1
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE II DEFINITIONS
	
 
	 
	
    1
	 

	

    2.1
    


	
 
	
    Affiliate
	
 
	 
	
    1
	 

	

    2.2
    


	
 
	
    Award
	
 
	 
	
    1
	 

	

    2.3
    


	
 
	
    Award Agreement
	
 
	 
	
    1
	 

	

    2.4
    


	
 
	
    Board
	
 
	 
	
    1
	 

	

    2.5
    


	
 
	
    Cash-Based Award
	
 
	 
	
    1
	 

	

    2.6
    


	
 
	
    Code
	
 
	 
	
    1
	 

	

    2.7
    


	
 
	
    Committee
	
 
	 
	
    1
	 

	

    2.8
    


	
 
	
    Company
	
 
	 
	
    2
	 

	

    2.9
    


	
 
	
    Corporate Change
	
 
	 
	
    2
	 

	

    2.10
    


	
 
	
    Director
	
 
	 
	
    2
	 

	

    2.11
    


	
 
	
    Disability
	
 
	 
	
    2
	 

	

    2.12
    


	
 
	
    Dividend Equivalent
	
 
	 
	
    2
	 

	

    2.13
    


	
 
	
    Employee
	
 
	 
	
    2
	 

	

    2.14
    


	
 
	
    Entity
	
 
	 
	
    2
	 

	

    2.15
    


	
 
	
    Exchange Act
	
 
	 
	
    2
	 

	

    2.16
    


	
 
	
    Fair Market Value
	
 
	 
	
    2
	 

	

    2.17
    


	
 
	
    Fiscal Year
	
 
	 
	
    2
	 

	

    2.18
    


	
 
	
    Holder
	
 
	 
	
    2
	 

	

    2.19
    


	
 
	
    ISO
	
 
	 
	
    2
	 

	

    2.20
    


	
 
	
    Minimum Statutory Tax Withholding Obligation
	
 
	 
	
    2
	 

	

    2.21
    


	
 
	
    NSO
	
 
	 
	
    2
	 

	

    2.22
    


	
 
	
    Option
	
 
	 
	
    2
	 

	

    2.23
    


	
 
	
    Option Price
	
 
	 
	
    2
	 

	

    2.24
    


	
 
	
    Other Share-Based Award
	
 
	 
	
    2
	 

	

    2.25
    


	
 
	
    Parent Corporation
	
 
	 
	
    3
	 

	

    2.26
    


	
 
	
    Performance Goals
	
 
	 
	
    3
	 

	

    2.27
    


	
 
	
    Performance Share Award
	
 
	 
	
    3
	 

	

    2.28
    


	
 
	
    Performance Unit Award
	
 
	 
	
    3
	 

	

    2.29
    


	
 
	
    Period of Restriction
	
 
	 
	
    3
	 

	

    2.30
    


	
 
	
    Plan
	
 
	 
	
    3
	 

	

    2.31
    


	
 
	
    Restricted Shares
	
 
	 
	
    3
	 

	

    2.32
    


	
 
	
    Restricted Share Award
	
 
	 
	
    3
	 

	

    2.33
    


	
 
	
    RSU
	
 
	 
	
    3
	 

	

    2.34
    


	
 
	
    RSU Award
	
 
	 
	
    3
	 

	

    2.35
    


	
 
	
    SAR
	
 
	 
	
    3
	 

	

    2.36
    


	
 
	
    Section 409A
	
 
	 
	
    3
	 

	

    2.37
    


	
 
	
    Share or Shares
	
 
	 
	
    3
	 

	

    2.38
    


	
 
	
    Subsidiary Corporation
	
 
	 
	
    3
	 

	

    2.39
    


	
 
	
    Substantial Risk of Forfeiture
	
 
	 
	
    3
	 






    

    i








 







	 	 	 	 	 	 	 
	

    2.40
    


	
 
	
    Ten Percent Shareholder
	
 
	 
	
    3
	 

	

    2.41
    


	
 
	
    Termination of Employment
	
 
	 
	
    4
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE III ELIGIBILITY AND PARTICIPATION
	
 
	 
	
    4
	 

	

    3.1
    


	
 
	
    Eligibility
	
 
	 
	
    4
	 

	

    3.2
    


	
 
	
    Participation
	
 
	 
	
    4
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE IV GENERAL PROVISIONS RELATING TO AWARDS
	
 
	 
	
    4
	 

	

    4.1
    


	
 
	
    Authority to Grant Awards
	
 
	 
	
    4
	 

	

    4.2
    


	
 
	
    Dedicated Shares; Maximum Awards
	
 
	 
	
    4
	 

	

    4.3
    


	
 
	
    Non-Transferability
	
 
	 
	
    5
	 

	

    4.4
    


	
 
	
    Requirements of Law
	
 
	 
	
    5
	 

	

    4.5
    


	
 
	
    Changes in the Company’s Capital Structure
	
 
	 
	
    5
	 

	

    4.6
    


	
 
	
    Forfeiture for Cause
	
 
	 
	
    7
	 

	

    4.7
    


	
 
	
    Forfeiture Events
	
 
	 
	
    7
	 

	

    4.8
    


	
 
	
    Award Agreements
	
 
	 
	
    7
	 

	

    4.9
    


	
 
	
    Amendments of Award Agreements
	
 
	 
	
    8
	 

	

    4.10
    


	
 
	
    Rights as Shareholder
	
 
	 
	
    8
	 

	

    4.11
    


	
 
	
    Issuance of Shares
	
 
	 
	
    8
	 

	

    4.12
    


	
 
	
    Restrictions on Shares Received
	
 
	 
	
    8
	 

	

    4.13
    


	
 
	
    Compliance With Section 409A
	
 
	 
	
    8
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE V OPTIONS
	
 
	 
	
    8
	 

	

    5.1
    


	
 
	
    Authority to Grant Options
	
 
	 
	
    8
	 

	

    5.2
    


	
 
	
    Type of Options Available
	
 
	 
	
    8
	 

	

    5.3
    


	
 
	
    Option Agreement
	
 
	 
	
    8
	 

	

    5.4
    


	
 
	
    Option Price
	
 
	 
	
    8
	 

	

    5.5
    


	
 
	
    Duration of Option
	
 
	 
	
    9
	 

	

    5.6
    


	
 
	
    Amount Exercisable
	
 
	 
	
    9
	 

	

    5.7
    


	
 
	
    Exercise of Option
	
 
	 
	
    9
	 

	

    5.8
    


	
 
	
    Notification of Disqualifying Disposition
	
 
	 
	
    9
	 

	

    5.9
    


	
 
	
    No Rights as Shareholder
	
 
	 
	
    9
	 

	

    5.10
    


	
 
	
    $100,000 Limitation on ISOs
	
 
	 
	
    9
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE VI SHARE APPRECIATION RIGHTS
	
 
	 
	
    10
	 

	

    6.1
    


	
 
	
    Authority to Grant SAR Awards
	
 
	 
	
    10
	 

	

    6.2
    


	
 
	
    General Terms
	
 
	 
	
    10
	 

	

    6.3
    


	
 
	
    SAR Agreement
	
 
	 
	
    10
	 

	

    6.4
    


	
 
	
    Term of SAR
	
 
	 
	
    10
	 

	

    6.5
    


	
 
	
    Exercise of SAR
	
 
	 
	
    10
	 

	

    6.6
    


	
 
	
    Payment of SAR Amount
	
 
	 
	
    10
	 

	

    6.7
    


	
 
	
    Termination of Employment
	
 
	 
	
    10
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE VII RESTRICTED SHARE AWARDS
	
 
	 
	
    10
	 

	

    7.1
    


	
 
	
    Restricted Share Awards
	
 
	 
	
    10
	 

	

    7.2
    


	
 
	
    Restricted Share Award Agreement
	
 
	 
	
    11
	 

	

    7.3
    


	
 
	
    Holder’s Rights as Shareholder
	
 
	 
	
    11
	 






    ii








 







	 	 	 	 	 	 	 
	
    ARTICLE VIII RESTRICTED SHARE UNIT AWARDS
	
 
	 
	
    11
	 

	

    8.1
    


	
 
	
    Authority to Grant RSU Awards
	
 
	 
	
    11
	 

	

    8.2
    


	
 
	
    RSU Award
	
 
	 
	
    11
	 

	

    8.3
    


	
 
	
    RSU Award Agreement
	
 
	 
	
    11
	 

	

    8.4
    


	
 
	
    Dividend Equivalents
	
 
	 
	
    11
	 

	

    8.5
    


	
 
	
    Form of Payment Under RSU Award
	
 
	 
	
    11
	 

	

    8.6
    


	
 
	
    Time of Payment Under RSU Award
	
 
	 
	
    11
	 

	

    8.7
    


	
 
	
    No Rights as a Shareholder
	
 
	 
	
    11
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE IX PERFORMANCE SHARE AWARDS AND PERFORMANCE UNIT
    AWARDS
	
 
	 
	
    12
	 

	

    9.1
    


	
 
	
    Authority to Grant Performance Share Awards and Performance Unit
    Awards
	
 
	 
	
    12
	 

	

    9.2
    


	
 
	
    Performance Goals
	
 
	 
	
    12
	 

	

    9.3
    


	
 
	
    Time of Establishment of Performance Goals
	
 
	 
	
    12
	 

	

    9.4
    


	
 
	
    Award Agreement
	
 
	 
	
    12
	 

	

    9.5
    


	
 
	
    Form of Payment Under Performance Unit Award
	
 
	 
	
    12
	 

	

    9.6
    


	
 
	
    Time of Payment Under Performance Unit Award
	
 
	 
	
    13
	 

	

    9.7
    


	
 
	
    Holder’s Rights as Shareholder With Respect to Performance
    Awards
	
 
	 
	
    13
	 

	

    9.8
    


	
 
	
    Increases Prohibited
	
 
	 
	
    13
	 

	

    9.9
    


	
 
	
    Shareholder Approval
	
 
	 
	
    13
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE X OTHER SHARE-BASED AWARDS
	
 
	 
	
    13
	 

	

    10.1
    


	
 
	
    Authority to Grant Other Share-Based Awards
	
 
	 
	
    13
	 

	

    10.2
    


	
 
	
    Value of Other Share-Based Award
	
 
	 
	
    13
	 

	

    10.3
    


	
 
	
    Payment of Other Share-Based Award
	
 
	 
	
    13
	 

	

    10.4
    


	
 
	
    Termination of Employment
	
 
	 
	
    13
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE XI CASH-BASED AWARDS
	
 
	 
	
    13
	 

	

    11.1
    


	
 
	
    Authority to Grant Cash-Based Awards
	
 
	 
	
    13
	 

	

    11.2
    


	
 
	
    Value of Cash-Based Award
	
 
	 
	
    14
	 

	

    11.3
    


	
 
	
    Payment of Cash-Based Award
	
 
	 
	
    14
	 

	

    11.4
    


	
 
	
    Termination of Employment
	
 
	 
	
    14
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE XII SUBSTITUTION AWARDS
	
 
	 
	
    14
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE XIII ADMINISTRATION
	
 
	 
	
    14
	 

	

    13.1
    


	
 
	
    Awards
	
 
	 
	
    14
	 

	

    13.2
    


	
 
	
    Authority of the Committee
	
 
	 
	
    14
	 

	

    13.3
    


	
 
	
    Decisions Binding
	
 
	 
	
    15
	 

	

    13.4
    


	
 
	
    No Liability
	
 
	 
	
    15
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE XIV AMENDMENT OR TERMINATION OF PLAN
	
 
	 
	
    15
	 

	

    14.1
    


	
 
	
    Amendment, Modification, Suspension, and Termination
	
 
	 
	
    15
	 

	

    14.2
    


	
 
	
    Awards Previously Granted
	
 
	 
	
    15
	 

	
 
	
 
	
	
 
	 
	
    ARTICLE XV MISCELLANEOUS
	
 
	 
	
    15
	 

	

    15.1
    


	
 
	
    Unfunded Plan/No Establishment of a Trust Fund
	
 
	 
	
    15
	 

	

    15.2
    


	
 
	
    No Employment Obligation
	
 
	 
	
    16
	 

	

    15.3
    


	
 
	
    Tax Withholding
	
 
	 
	
    16
	 

	

    15.4
    


	
 
	
    Gender and Number
	
 
	 
	
    16
	 

	

    15.5
    


	
 
	
    Severability
	
 
	 
	
    16
	 






    iii








 







	 	 	 	 	 	 	 
	

    15.6
    


	
 
	
    Headings
	
 
	 
	
    16
	 

	

    15.7
    


	
 
	
    Other Compensation Plans
	
 
	 
	
    16
	 

	

    15.8
    


	
 
	
    Other Awards
	
 
	 
	
    17
	 

	

    15.9
    


	
 
	
    Successors
	
 
	 
	
    17
	 

	

    15.10
    


	
 
	
    Law Limitations/Governmental Approvals
	
 
	 
	
    17
	 

	

    15.11
    


	
 
	
    Delivery of Title
	
 
	 
	
    17
	 

	

    15.12
    


	
 
	
    Inability to Obtain Authority
	
 
	 
	
    17
	 

	

    15.13
    


	
 
	
    Fractional Shares
	
 
	 
	
    17
	 

	

    15.14
    


	
 
	
    Investment Representations
	
 
	 
	
    17
	 

	

    15.15
    


	
 
	
    Persons Residing Outside of the United States
	
 
	 
	
    17
	 

	

    15.16
    


	
 
	
    Governing Law
	
 
	 
	
    17
	 











    iv








 








    ARTICLE I

    



 




    Establishment,
    Purpose and Duration



 



    1.1  Establishment.  The Company
    hereby establishes an incentive compensation plan, to be known
    as the “2010 Incentive Plan,” as set forth in this
    document. The Plan permits the grant of Options, SARs,
    Restricted Shares, RSUs, Performance Share Awards, Performance
    Unit Awards, Cash-Based Awards and Other Share-Based Awards. The
    Plan shall become effective on the date the Plan is approved by
    the shareholders of the Company (the “Effective
    Date”).



 



    1.2  Purpose of the Plan.  The Plan
    is intended to advance the best interests of the Company, its
    Affiliates and its shareholders by providing those persons who
    have substantial responsibility for the management and growth of
    the Company and its Affiliates with additional performance
    incentives and an opportunity to obtain or increase their
    proprietary interest in the Company, thereby encouraging them to
    continue in their employment or affiliation with the Company or
    its Affiliates.



 



    1.3  Duration of Plan.  The Plan
    shall continue indefinitely until it is terminated pursuant to
    Section 14.1. No ISOs may be granted under the Plan on or
    after the tenth anniversary of the Effective Date. The
    applicable provisions of the Plan will continue in effect with
    respect to an Award granted under the Plan for as long as such
    Award remains outstanding.



 




    ARTICLE II

    



 




    Definitions



 



    The words and phrases defined in this Article shall have the
    meaning set out below throughout the Plan, unless the context in
    which any such word or phrase appears reasonably requires a
    broader, narrower or different meaning.



 



    2.1 “Affiliate” means any Entity
    that, directly or indirectly, controls, is controlled by, or is
    under common control with, the Company. For purposes of the
    preceding sentence, “control” (including, with
    correlative meanings, the terms “controlled by” and
    “under common control with”), as used with respect to
    any Entity, shall mean the possession, directly or indirectly,
    of the power (a) to vote more than fifty percent (50%) of
    the securities having ordinary voting power for the election of
    directors (or other governing body) of the controlled Entity, or
    (ii) to direct or cause the direction of the management and
    policies of the controlled Entity, whether through the ownership
    of voting securities or by contract or otherwise.



 



    2.2 “Award” means, individually or
    collectively, a grant under the Plan of Options, SARs,
    Restricted Shares, RSUs, Performance Share Awards, Performance
    Unit Awards, Other Share-Based Awards and Cash-Based Awards, in
    each case subject to the terms and provisions of the Plan, the
    consideration for which may be services rendered to the Company
    and/or its
    Affiliates.



 



    2.3 “Award Agreement” means an
    agreement that sets forth the terms and conditions applicable to
    an Award granted under the Plan.



 



    2.4 “Board” means the board of
    directors of the Company.



 



    2.5 “Cash-Based Award” means an Award
    granted pursuant to Article XI.



 



    2.6 “Code” means the United States
    Internal Revenue Code of 1986, as amended from time to time.



 



    2.7 “Committee” means a committee of
    at least two persons, who are members of the Compensation
    Committee of the Board and are appointed by the Compensation
    Committee of the Board, or, to the extent it chooses to operate
    as the Committee, the Compensation Committee of the Board. Each
    member of the Committee in respect of his or her participation
    in any decision with respect to an Award intended to satisfy the
    requirements of section 162(m) of the Code must satisfy the
    requirements of “outside director” status within the
    meaning of section 162(m) of the Code; provided, however,
    that the failure to satisfy such requirement shall not affect
    the validity of the action of any committee otherwise duly
    authorized and acting in the matter. As to Awards, grants or
    other transactions that are authorized by the Committee and that
    are






    

    1








 







    intended to be exempt under
    Rule 16b-3
    under the Exchange Act, the requirements of
    Rule 16b-3(d)(1)
    under the Exchange Act with respect to committee action must
    also be satisfied.



 



    2.8 “Company” means Western Refining,
    Inc. or any successor or continuing Entity (by acquisition,
    reincorporation, redomestication, plan or scheme of arrangement,
    share exchange, merger, amalgamation, consolidation or
    otherwise).



 



    2.9 “Corporate Change” shall have the
    meaning ascribed to that term in Section 4.5(c).



 



    2.10 “Director” means a director of
    the Company who is not an Employee.



 



    2.11 “Disability” means as determined
    by the Committee in its discretion exercised in good faith, a
    physical or mental condition of the Holder that would entitle
    him to payment of disability income payments under the
    Company’s long-term disability insurance policy or plan for
    Employees as then in effect; or in the event that the Holder is
    not covered, for whatever reason, under the Company’s
    long-term disability insurance policy or plan for Employees or
    in the event the Company does not maintain such a long-term
    disability insurance policy, “Disability” means a
    permanent and total disability as defined in
    section 22(e)(3) of the Code. A determination of Disability
    may be made by a physician selected or approved by the Committee
    and, in this respect, the Holder shall submit to an examination
    by such physician upon request by the Committee.



 



    2.12 “Dividend Equivalent” means a
    payment equivalent in amount to dividends paid to the
    Company’s shareholders.



 



    2.13 “Employee” means a person
    employed by the Company or any Affiliate.



 



    2.14 “Entity” means any company,
    corporation, partnership, association, joint-stock company,
    limited liability company, trust, unincorporated organization or
    any other entity or organization.



 



    2.15 “Exchange Act” means the United
    States Securities Exchange Act of 1934, as amended from time to
    time.



 



    2.16 “Fair Market Value” of the
    Shares as of any particular date means (1) if the Shares
    are traded on a stock exchange, the closing sale price of the
    Shares on that date as reported on the principal securities
    exchange on which the Shares are traded, or (2) if the
    Shares are traded in the
    over-the-counter
    market, the average between the high bid and low asked price on
    that date as reported in such
    over-the-counter
    market; provided that (a) if the Shares are not so traded,
    (b) if no closing price or bid and asked prices for the
    Shares were so reported on that date or (c) if, in the
    discretion of the Committee, another means of determining the
    fair market value of a Share at such date shall be necessary or
    advisable, the Committee may provide for another means for
    determining such fair market value.



 



    2.17 “Fiscal Year” means the
    Company’s fiscal year.



 



    2.18 “Holder” means a person who has
    been granted an Award or any person who is entitled to receive
    Shares or cash under an Award.



 



    2.19 “ISO” means an Option that is
    intended to be an “incentive stock option” that
    satisfies the requirements of section 422 of the Code.



 



    2.20 “Minimum Statutory Tax Withholding
    Obligation” means, with respect to an Award, the
    amount the Company or an Affiliate is required to withhold for
    federal, state, cantonal, local or similar taxes based upon the
    applicable minimum statutory withholding rates required by the
    relevant tax authorities.



 



    2.21 “NSO” means an Option that is
    intended to be a “nonqualified stock option” that does
    not satisfy the requirements of section 422 of the Code.



 



    2.22 “Option” means an option to
    purchase Shares granted pursuant to Article V.



 



    2.23 “Option Price” shall have the
    meaning ascribed to that term in Section 5.4.



 



    2.24 “Other Share-Based Award” means
    an equity-based or equity-related Award not otherwise described
    by the terms and provisions of the Plan that is granted pursuant
    to Article X.





    

    2








 







    2.25 “Parent Corporation” means any
    corporation (other than the Company) in an unbroken chain of
    corporations ending with the Company if, at the time of the
    action or transaction, each of the corporations other than the
    Company owns stock or shares possessing 50 percent or more
    of the total combined voting power of all classes of stock or
    shares in one of the other corporations in the chain.



 



    2.26 “Performance Goals” means one or
    more of the criteria described in Section 9.2 on which the
    performance goals applicable to an Award are based.



 



    2.27 “Performance Share Award” means
    an Award designated as a performance share award granted to a
    Holder pursuant to Article IX.



 



    2.28 “Performance Unit Award” means
    an Award designated as a performance unit award granted to a
    Holder pursuant to Article IX.



 



    2.29 “Period of Restriction” means
    the period during which Restricted Shares are subject to a
    substantial risk of forfeiture (or absolute right of the Company
    to repurchase), whether based on the passage of time, the
    achievement of performance goals, or upon the occurrence of
    other events as determined by the Committee, in its discretion.



 



    2.30 “Plan” means the 2010 Incentive
    Plan, as set forth in this document as it may be amended from
    time to time.



 



    2.31 “Restricted Shares” means
    restricted Shares issued or granted under the Plan pursuant to
    Article VII.



 



    2.32 “Restricted Share Award” means
    an authorization by the Committee to issue or transfer
    Restricted Shares to a Holder.



 



    2.33 “RSU” means a restricted share
    unit credited to a Holder’s ledger account maintained by
    the Company pursuant to Article VIII.



 



    2.34 “RSU Award” means an Award
    granted pursuant to Article VIII.



 



    2.35 “SAR” means a share appreciation
    right granted under the Plan pursuant to Article VI.



 



    2.36 “Section 409A” means
    section 409A of the Code and Department of Treasury rules
    and regulations issued thereunder.



 



    2.37 “Share” or
    “Shares” means a common share or shares, par
    value U.S.$0.01 per share, of the Company, or, in the event that
    the Shares are later changed into or exchanged for a different
    class of shares or securities of the Company or another Entity,
    that other share or security. Shares may be represented by a
    certificate or by book or electronic entry.



 



    2.38 “Subsidiary Corporation” means
    any company or corporation (other than the Company) in an
    unbroken chain of companies or corporations beginning with the
    Company if, at the time of the action or transaction, each of
    the companies or corporations other than the last company or
    corporation in an unbroken chain owns stock or shares possessing
    50 percent or more of the total combined voting power of
    all classes of stock or shares in one of the other companies or
    corporations in the chain.



 



    2.39 “Substantial Risk of
    Forfeiture” shall have the meaning ascribed to
    that term in section 409A of the Code and Department of
    Treasury guidance issued thereunder.



 



    2.40 “Ten Percent Shareholder” means
    an individual who, at the time the Option is granted, owns more
    than ten percent of the total combined voting power of all
    classes of shares or series of shares of the Company or of any
    Parent Corporation or Subsidiary Corporation. An individual
    shall be considered as owning the shares owned, directly or
    indirectly, by or for his brothers and sisters (whether by the
    whole or half blood), spouse, ancestors and lineal descendants;
    and shares owned, directly or indirectly, by or for a company,
    corporation, partnership, estate or trust, shall be considered
    as being owned proportionately by or for its shareholders,
    partners or beneficiaries.





    

    3








 







    2.41 “Termination of
    Employment” means, in the case of an Award other
    than an ISO, the termination of the Award recipient’s
    employment relationship with the Company and all Affiliates.
    “Termination of Employment” means, in the
    case of an ISO, the termination of the Optionee’s
    employment relationship with all of the Company, any Parent
    Corporation, any Subsidiary Corporation and any parent or
    subsidiary corporation (within the meaning of
    section 422(a)(2) of the Code) of any such corporation that
    issues or assumes an ISO in a transaction to which
    section 424(a) of the Code applies.



 




    ARTICLE III

    



 




    Eligibility
    and Participation



 



    3.1  Eligibility.  Except as
    otherwise specified in this Section 3.1, the persons who
    are eligible to receive Awards under the Plan are Employees and
    Directors. In no event will an ISO be granted to any person
    other than a key Employee.



 



    3.2  Participation.  Subject to the
    terms and provisions of the Plan, the Committee may, from time
    to time, select the persons to whom Awards shall be granted and
    shall determine the nature and amount of each Award.



 




    ARTICLE IV

    



 




    General
    Provisions Relating to Awards



 



    4.1  Authority to Grant Awards.  The
    Committee may grant Awards to those eligible persons as the
    Committee shall from time to time determine, under the terms and
    conditions of the Plan. Subject only to any applicable
    limitations set out in the Plan, the number of Shares or other
    value to be covered by any Award to be granted under the Plan
    shall be as determined by the Committee in its sole discretion.
    The Committee may from time to time authorize the Chief
    Executive Officer of the Company to grant Awards to eligible
    persons who are not officers or directors of the Company subject
    to the provisions of Section 16 of the Exchange Act and as
    inducements to hire prospective Employees who will not be
    officers or directors of the Company subject to the provisions
    of Section 16 of the Exchange Act.



 



    4.2  Dedicated Shares; Maximum
    Awards.  The aggregate number of Shares with
    respect to which Awards may be granted under the Plan is
    3.85 million (3,850,000). The maximum number of Shares with
    respect to which Options may be granted to an Employee or
    Director during a Fiscal Year is five hundred thousand
    (500,000). The maximum number of shares with respect to which
    SARs may be granted to an Employee during a Fiscal Year is five
    hundred thousand (500,000). Each of the foregoing numerical
    limits stated in this Section 4.2 shall be subject to
    adjustment in accordance with the provisions of
    Section 4.5. The number of Shares stated in this
    Section 4.2 shall also be increased by such number of
    Shares as become subject to substitute Awards granted pursuant
    to Article XII; provided, however, that such
    increase shall be conditioned upon the approval of the
    shareholders of the Company to the extent shareholder approval
    is required by law or applicable stock exchange rules. If Shares
    are not issued or are withheld from payment of an Award to
    satisfy tax obligations with respect to the Award, such Shares
    will not be added back to the aggregate number of Shares with
    respect to which Awards may be granted under the Plan but will
    count against the aggregate number of Shares with respect to
    which Awards may be granted under the Plan. If Shares are
    tendered in payment of an Option Price of an Option, such Shares
    will not be added back to the aggregate number of Shares with
    respect to which Awards may be granted under the Plan. To the
    extent that any outstanding Award is forfeited or cancelled for
    any reason or is settled in cash in lieu of Shares, the Shares
    allocable to such portion of the Award may again be subject to
    an Award granted under the Plan. When a SAR is settled in
    Shares, the number of Shares subject to the SAR under the SAR
    Award Agreement will be counted against the aggregate number of
    Shares with respect to which Awards may be granted under the
    Plan as one Share for every Share subject to the SAR, regardless
    of the number of Shares used to settle the SAR upon exercise.





    

    4








 







    4.3  Non-Transferability.  Except as
    specified in the applicable Award Agreements or in domestic
    relations court orders, an Award shall not be transferable by
    the Holder other than by will or under the laws of descent and
    distribution, and shall be exercisable, during the Holder’s
    lifetime, only by him or her. Any attempted assignment of an
    Award in violation of this Section 4.3 shall be null and
    void. In the discretion of the Committee, any attempt to
    transfer an Award other than under the terms of the Plan and the
    applicable Award Agreement may terminate the Award. No ISO
    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. Further, all
    ISOs granted to an Employee under the Plan shall be exercisable
    during his or her lifetime only by the Employee, and after that
    time, by the Employee’s heirs or estate.



 



    4.4  Requirements of Law.  The
    Company shall not be required to sell or issue any Shares under
    any Award if issuing those Shares would constitute or result in
    a violation by the Holder or the Company of any provision of any
    law, statute or regulation of any governmental authority or
    applicable stock exchange. Specifically, in connection with any
    applicable statute or regulation relating to the registration of
    securities, upon exercise of any Option or pursuant to any other
    Award, the Company shall not be required to issue any Shares
    unless the Committee has received evidence satisfactory to it to
    the effect that the Holder will not transfer the Shares except
    in accordance with applicable law, including receipt of an
    opinion of counsel satisfactory to the Company to the effect
    that any proposed transfer complies with applicable law. The
    determination by the Committee on this matter shall be final,
    binding and conclusive. The Company may, but shall in no event
    be obligated to, register any Shares covered by the Plan
    pursuant to applicable securities laws of any country or any
    political subdivision. In the event the Shares issuable upon
    exercise of an Option or pursuant to any other Award are not
    registered, the Company may imprint on the certificate
    evidencing the Shares any legend that counsel for the Company
    considers necessary or advisable to comply with applicable law,
    or, should the Shares be represented by book or electronic
    entry, rather than a certificate, the Company may take such
    steps to restrict transfer of the Shares as counsel for the
    Company considers necessary or advisable to comply with
    applicable law. The Company shall not be obligated to take any
    other affirmative action in order to cause or enable the
    exercise of an Option or any other Award, or the issuance of
    Shares pursuant thereto, to comply with any law or regulation of
    any governmental authority.



 



    4.5  Changes in the Company’s Capital
    Structure.



 



    (a) The existence of outstanding Awards shall not affect in
    any way the right or power of the Company or its shareholders to
    make or authorize any or all adjustments, recapitalizations,
    reorganizations or other changes in the Company’s capital
    structure or its business, any acquisition, merger,
    redomestication, plan or scheme of arrangement, share exchange,
    amalgamation or consolidation of the Company, any issue of
    bonds, debentures or shares, including preferred or prior
    preference shares ahead of or affecting the Shares or Share
    rights, the winding up, dissolution or liquidation of the
    Company, any sale or transfer of all or any part of its assets
    or business or any other corporate act or proceeding, whether of
    a similar character or otherwise.



 



    (b) If the Company shall effect a subdivision or
    consolidation of Shares or other capital readjustment, the
    payment of a Share dividend or bonus issue, or other increase or
    reduction of the number of Shares issued and outstanding,
    without receiving compensation therefor in money, services or
    property, then (1) the number, class or series and price
    per Share subject to outstanding Options or other Awards under
    the Plan shall be appropriately adjusted in such a manner as to
    entitle a Holder to receive upon exercise of an Option or other
    Award, for the same aggregate cash consideration, the equivalent
    total number and class or series of Shares the Holder would have
    received had the Holder exercised his or her Option or other
    Award in full immediately prior to the event requiring the
    adjustment, and (2) the number and class or series of
    Shares then reserved to be issued under the Plan shall be
    adjusted by substituting for the total number and class or
    series of Shares then reserved, that number and class or series
    of Shares that would have been received by the owner of an equal
    number of issued and outstanding Shares of each class or series
    of Shares as the result of the event requiring the adjustment.



 



    (c) If while unexercised Options or other Awards remain
    outstanding under the Plan (1) the Company shall not be the
    surviving Entity in any acquisition, merger, amalgamation,
    consolidation, reorganization, redomestication, plan or scheme
    of arrangement, share exchange or other similar transaction (or
    survives only






    

    5








 







    as a subsidiary of an Entity), (2) the Company sells,
    leases or exchanges or agrees to sell, lease or exchange all or
    substantially all of its assets to any other person or Entity
    (other than an Entity wholly-owned by the Company), (3) the
    Company is to be wound up or dissolved or (4) the Company
    is a party to any other corporate transaction (as defined under
    section 424(a) of the Code and applicable Department of
    Treasury regulations) that is not described in clauses (1),
    (2) or (3) of this sentence (each such event is
    referred to herein as a “Corporate Change”),
    then, except as otherwise provided in an Award Agreement or
    another agreement between the Holder and the Company, or as a
    result of the Committee’s effectuation of one or more of
    the alternatives described below, there shall be no acceleration
    of the time at which any Award then outstanding may be
    exercised, and no later than ten days after any approval by the
    shareholders of the Company of such Corporate Change, the
    Committee, acting in its sole and absolute discretion without
    the consent or approval of any Holder, subject to applicable
    law, shall act to effect one or more of the following
    alternatives, which may vary among individual Holders and which
    may vary among Awards held by any individual Holder (provided
    that, with respect to a reincorporation, merger,
    redomestication, plan or scheme of arrangement, share exchange
    or amalgamation in which Holders of the Company’s common
    shares will receive one common share of the successor or
    continuing Entity for each common share of the Company, none of
    such alternatives shall apply and, without Committee action,
    each Award shall automatically convert into a similar award of
    the successor or continuing Entity exercisable for the same
    number of common shares of the successor as the Award was
    exercisable for common Shares of the Company):



 



    (1) accelerate the time at which some or all of the Awards
    then outstanding may be exercised so that such Awards may be
    exercised in full for a limited period of time on or before a
    specified date fixed by the Committee, after which specified
    date all such Awards that remain unexercised and all rights of
    Holders thereunder shall terminate;



 



    (2) require the mandatory surrender to the Company by all
    or selected Holders of some or all of the then outstanding
    Awards held by such Holders (irrespective of whether such Awards
    are then exercisable under the provisions of the Plan or the
    applicable Award Agreement evidencing such Award) as of a date
    specified by the Committee, in which event the Committee shall
    thereupon cancel such Award and the Company shall pay to each
    such Holder an amount of cash per share equal to the excess, if
    any, of the per share price offered to shareholders of the
    Company in connection with such Corporate Change over the
    exercise prices under such Award for such shares;



 



    (3) with respect to all or selected Holders, have some or
    all of their then outstanding Awards (whether vested or
    unvested) assumed or have a new award of a similar nature
    substituted for some or all of their then outstanding Awards
    under the Plan (whether vested or unvested) by an Entity which
    is a party to the transaction resulting in such Corporate Change
    and which is then employing such Holder or which is affiliated
    or associated with such Holder in the same or a substantially
    similar manner as the Company prior to the Corporate Change, or
    a parent or subsidiary of such Entity, provided that
    (A) such assumption or substitution is on a basis where the
    excess of the aggregate fair market value of the Shares subject
    to the Award immediately after the assumption or substitution
    over the aggregate exercise price of such Shares is not greater
    than the excess of the aggregate fair market value of all Shares
    subject to the Award immediately before such assumption or
    substitution over the aggregate exercise price of such Shares,
    and (B) the assumed rights under such existing Award or the
    substituted rights under such new Award, as the case may be,
    will have the same terms and conditions as the rights under the
    existing Award assumed or substituted for, as the case may be;



 



    (4) provide that the number and class or series of Shares
    covered by an Award (whether vested or unvested) theretofore
    granted shall be adjusted so that such Award when exercised
    shall thereafter cover the number and class or series of Shares
    or other securities or property (including, without limitation,
    cash) to which the Holder would have been entitled pursuant to
    the terms of the agreement or plan relating to such Corporate
    Change if, immediately prior to such Corporate Change, the
    Holder had been the holder of record of the number of Shares
    then covered by such Award; or





    

    6








 







    (5) make such adjustments to Awards then outstanding as the
    Committee deems appropriate to reflect such Corporate Change
    (provided, however, that the Committee may determine in its sole
    and absolute discretion that no such adjustment is necessary).



 



    In effecting one or more of the alternatives set out in
    paragraphs (3), (4) or (5) immediately above, and
    except as otherwise may be provided in an Award Agreement, the
    Committee, in its sole and absolute discretion and without the
    consent or approval of any Holder, subject to applicable law,
    may accelerate the time at which some or all Awards then
    outstanding may be exercised.



 



    (d) In the event of changes in the issued and outstanding
    Shares by reason of recapitalizations, reorganizations, mergers,
    amalgamations, consolidations, redomestications, plans or
    schemes of arrangement, share exchanges, combinations,
    subdivisions, exchanges or other relevant changes in
    capitalization occurring after the date of the grant of any
    Award and not otherwise provided for by this Section 4.5,
    any outstanding Award and any Award Agreement evidencing such
    Award shall be subject to adjustment by the Committee in its
    sole and absolute discretion as to the number and price of
    Shares or other consideration subject to such Award. In the
    event of any such change in the issued and outstanding Shares,
    the aggregate number of Shares available under the Plan may be
    appropriately adjusted by the Committee, whose determination
    shall be conclusive.



 



    (e) After (i) the acquisition of the Company by an
    Entity, (ii) the merger of one or more Entities into the
    Company or (iii) a consolidation or amalgamation of the
    Company and one or more Entities in which the Company shall be
    the surviving Entity, each Holder shall be entitled to have his
    Restricted Shares appropriately adjusted based on the manner in
    which the Shares were adjusted under the terms of the agreement
    of acquisition, merger, amalgamation or consolidation.



 



    (f) The issuance by the Company of shares of any class or
    series, or securities convertible into, or exchangeable for,
    shares of any class or series, for cash or property, or for
    labor or services either upon direct sale or upon the exercise
    of rights or warrants to subscribe for them, or upon conversion
    or exchange of shares or obligations of the Company convertible
    into, or exchangeable for, shares or other securities, shall not
    affect, and no adjustment by reason of such issuance shall be
    made with respect to, the number, class or series, or price of
    Shares then subject to outstanding Options or other Awards.



 



    4.6  Forfeiture for
    Cause.  Notwithstanding any other provision of the
    Plan or an Award Agreement, if the Committee finds by a majority
    vote that a Holder, before or after his Termination of
    Employment (a) committed fraud, embezzlement, theft, felony
    or an act of dishonesty in the course of his employment by the
    Company or an Affiliate which conduct damaged the Company or an
    Affiliate or (b) disclosed trade secrets of the Company or
    an Affiliate, then as of the date the Committee makes its
    finding, any Awards awarded to the Holder that have not been
    exercised by the Holder (including all Awards that have not yet
    vested) will be forfeited to the Company (including by way of an
    absolute right of the Company to purchase or obligate the
    transfer of any issued Shares or rights to subscribe therefore
    for such consideration, if any, as the Committee may determine
    in its sole discretion). The findings and decision of the
    Committee with respect to such matter, including those regarding
    the acts of the Holder and the damage done to the Company, will
    be final for all purposes. No decision of the Committee,
    however, will affect the finality of the discharge of the
    individual by the Company or an Affiliate.



 



    4.7  Forfeiture Events.  The
    Committee may specify in an Award Agreement that the
    Holder’s rights, payments, and benefits with respect to an
    Award shall be subject to reduction, cancellation, forfeiture or
    recoupment upon the occurrence of certain specified events, in
    addition to any otherwise applicable vesting or performance
    conditions of an Award. Such events may include, but shall not
    be limited to, Termination of Employment for cause, termination
    of the Holder’s provision of services to the Company or its
    Affiliates, violation of material policies of the Company and
    its Affiliates, breach of noncompetition, confidentiality, or
    other restrictive covenants that may apply to the Holder, or
    other conduct by the Holder that is detrimental to the business
    or reputation of the Company and its Affiliates.



 



    4.8  Award Agreements.  Each Award
    shall be embodied in a written agreement that shall be subject
    to the terms and conditions of the Plan. The Award Agreement
    shall be signed by an executive officer of the






    

    7








 







    Company, other than the Holder, on behalf of the Company, and
    may be signed by the Holder to the extent required by the
    Committee. However, the date of grant of any Award for all
    purposes shall be the date such Award is approved by the
    Committee (or approved by the Chief Executive Officer for grants
    pursuant to the authorization permitted under Section 4.1)
    or such later date as is specified in the relevant approval, and
    not the date the Award Agreement is signed. The Award Agreement
    may specify the effect of a change in control on the Award. The
    Award Agreement may contain any other provisions that the
    Committee in its discretion shall deem advisable which are not
    inconsistent with the terms and provisions of the Plan.



 



    4.9  Amendments of Award
    Agreements.  The terms of any outstanding Award
    under the Plan may be amended from time to time by the Committee
    in its discretion in any manner that it deems appropriate and
    that is consistent with the terms of the Plan. However, no such
    amendment shall adversely affect in a material manner any right
    of a Holder without his or her written consent. Except as
    specified in Section 4.5(b), the Committee may not directly
    or indirectly lower the exercise price of a previously granted
    Option or the grant price of a previously granted SAR.



 



    4.10  Rights as Shareholder.  A
    Holder shall not have any rights as a shareholder with respect
    to Shares covered by an Option, a SAR, an RSU, a Performance
    Share Unit, or an Other Share-Based Award until the date, if
    any, such Shares are issued by the Company; and, except as
    otherwise provided in Section 4.5, no adjustment for
    dividends, or otherwise, shall be made if the record date
    therefor is prior to the date of issuance of such Shares.



 



    4.11  Issuance of Shares.  Shares,
    when issued, may be represented by a certificate or by book or
    electronic entry.



 



    4.12  Restrictions on
    Shares Received.  Subject to applicable law,
    the Committee may impose such conditions
    and/or
    restrictions on any Shares issued pursuant to an Award as it may
    deem advisable or desirable. These restrictions may include, but
    shall not be limited to, a requirement that the Holder hold the
    Shares for a specified period of time.



 



    4.13  Compliance With
    Section 409A.  Awards shall be designed and
    operated in such a manner that they are either exempt from the
    application of, or comply with, the requirements of
    Section 409A. The exercisability of an Option shall not be
    extended to the extent that such extension would subject the
    Holder to additional taxes under Section 409A.



 




    ARTICLE V

    



 




    Options



 



    5.1  Authority to Grant
    Options.  Subject to the terms and provisions of
    the Plan, the Committee, at any time, and from time to time, may
    grant Options under the Plan to eligible persons in such number
    and upon such terms as the Committee shall determine.



 



    5.2  Type of Options
    Available.  Options granted under the Plan may be
    NSOs or ISOs.



 



    5.3  Option Agreement.  Each Option
    grant under the Plan shall be evidenced by an Award Agreement
    that shall specify (a) whether the Option is intended to be
    an ISO or an NSO, (b) the Option Price, (c) the
    duration of the Option, (d) the number of Shares to which
    the Option pertains, (e) the exercise restrictions
    applicable to the Option and (f) such other provisions as
    the Committee shall determine that are not inconsistent with the
    terms and provisions of the Plan. Notwithstanding the
    designation of an Option as an ISO in the applicable Option
    Agreement, to the extent the limitations of Section 5.10 of
    the Plan are exceeded with respect to the Option, the portion of
    the Option in excess of the limitation shall be treated as a NSO.



 



    5.4  Option Price.  The price at
    which Shares may be purchased under an Option (the
    “Option Price”) shall not be less than
    100 percent (100%) of the Fair Market Value of the Shares
    on the date the Option is granted. However, in the case of a Ten
    Percent Shareholder, the Option Price for an ISO shall not be
    less than 110 percent (110%) of the Fair Market Value of
    the Shares on the date the ISO is granted. Subject to the






    

    8








 







    limitations set forth in the preceding sentences of this
    Section 5.4, the Committee shall determine the Option Price
    for each grant of an Option under the Plan.



 



    5.5  Duration of Option.  An Option
    shall not be exercisable after the earlier of (i) the
    general term of the Option specified in the applicable Award
    Agreement (which shall not exceed ten years) or (ii) the
    period of time specified in the applicable Award Agreement that
    follows the Holder’s Termination of Employment or severance
    of affiliation relationship with the Company. Unless the
    applicable Award Agreement specifies a shorter term, in the case
    of an ISO granted to a Ten Percent Shareholder, the Option shall
    expire on the fifth anniversary of the date the Option is
    granted.



 



    5.6  Amount Exercisable.  Each Option
    may be exercised at the time, in the manner and subject to the
    conditions the Committee specifies in the Award Agreement in its
    sole discretion.



 



    5.7  Exercise of Option.



 



    (a)  General Method of
    Exercise.  Subject to the terms and provisions of
    the Plan and the applicable Award Agreement, Options may be
    exercised in whole or in part from time to time by the delivery
    of written notice in the manner designated by the Committee
    stating (1) that the Holder wishes to exercise such Option
    on the date such notice is so delivered, (2) the number of
    Shares with respect to which the Option is to be exercised and
    (3) the address to which any certificate representing such
    Shares should be mailed. Except in the case of exercise by a
    third party broker as provided below, in order for the notice to
    be effective the notice must be accompanied by payment of the
    Option Price by any combination of the following: (a) cash,
    certified check, bank draft or postal or express money order for
    an amount equal to the Option Price under the Option,
    (b) an election to make a cashless exercise through a
    registered broker-dealer (if approved in advance by the
    Committee or an executive officer of the Company) or
    (c) any other form of payment which is acceptable to the
    Committee.



 



    (b)  Exercise Through Third-Party
    Broker.  The Committee may permit a Holder to
    elect to pay the Option Price and any applicable tax withholding
    resulting from such exercise by authorizing a third-party broker
    to sell all or a portion of the Shares acquired upon exercise of
    the Option and remit to the Company a sufficient portion of the
    sale proceeds to pay the Option Price and any applicable tax
    withholding resulting from such exercise.



 



    5.8  Notification of Disqualifying
    Disposition.  If any Optionee shall make any
    disposition of Shares issued pursuant to the exercise of an ISO
    under the circumstances described in section 421(b) of the
    Code (relating to certain disqualifying dispositions), such
    Optionee shall notify the Company of such disposition within ten
    (10) days thereof.



 



    5.9  No Rights as Shareholder.  An
    Optionee shall not have any rights as a shareholder with respect
    to Shares covered by an Option until the date such Shares are
    issued by the Company; and, except as otherwise provided in
    Section 4.5, no adjustment for dividends, or otherwise,
    shall be made if the record date therefor is prior to the date
    of issuance of such shares.



 



    5.10  $100,000 Limitation on
    ISOs.  To the extent that the aggregate Fair
    Market Value of Shares with respect to which ISOs first become
    exercisable by a Holder in any calendar year exceeds $100,000,
    taking into account both Shares subject to ISOs under the Plan
    and Shares subject to ISOs under all other plans of the Company
    or any parent or subsidiary corporation of the Company, as such
    terms are defined in Section 424 of the Code, such Options
    shall be treated as NSOs. For this purpose, the “Fair
    Market Value” of the Shares subject to Options shall be
    determined as of the date the Options were awarded. In reducing
    the number of Options treated as ISOs to meet the $100,000
    limit, the most recently granted Options shall be reduced first.
    To the extent a reduction of simultaneously granted Options is
    necessary to meet the $100,000 limit, the Committee may, in the
    manner and to the extent permitted by law, designate which
    Shares are to be treated as shares acquired pursuant to the
    exercise of an ISO.





    

    9








 








    ARTICLE VI

    



 




    Share
    Appreciation Rights



 



    6.1  Authority to Grant SAR
    Awards.  Subject to the terms and provisions of
    the Plan, the Committee, at any time, and from time to time, may
    grant SARs under the Plan to eligible persons in such number and
    upon such terms as the Committee shall determine. Subject to the
    terms and conditions of the Plan, the Committee shall have
    complete discretion in determining the number of SARs granted to
    each Holder and, consistent with the provisions of the Plan, in
    determining the terms and conditions pertaining to such SARs.



 



    6.2  General Terms.  Subject to the
    terms and conditions of the Plan, a SAR granted under the Plan
    shall confer on the recipient a right to receive, upon exercise
    thereof, an amount equal to the excess of (a) the Fair
    Market Value of one Share on the date of exercise over
    (b) the grant price of the SAR, which shall not be less
    than one hundred percent (100%) of the Fair Market Value of one
    Share on the date of grant of the SAR.



 



    6.3  SAR Agreement.  Each Award of
    SARs granted under the Plan shall be evidenced by an Award
    Agreement that shall specify (a) the grant price of the
    SAR, (b) the term of the SAR, (c) the vesting and
    termination provisions of the SAR and (d) such other
    provisions as the Committee shall determine that are not
    inconsistent with the terms and provisions of the Plan. The
    Committee may impose such additional conditions or restrictions
    on the exercise of any SAR as it may deem appropriate.



 



    6.4  Term of SAR.  The term of a SAR
    granted under the Plan shall be determined by the Committee, in
    its sole discretion; provided that no SAR shall be exercisable
    on or after the tenth anniversary date of its grant.



 



    6.5  Exercise of SAR.  A SAR may be
    exercised upon whatever terms and conditions the Committee, in
    its sole discretion, imposes.



 



    6.6  Payment of SAR Amount.  Upon the
    exercise of a SAR, a Holder shall be entitled to receive payment
    from the Company in an amount determined by multiplying the
    excess of the Fair Market Value of a Share on the date of
    exercise over the grant price of the SAR by the number of Shares
    with respect to which the SAR is exercised. At the discretion of
    the Committee, the payment upon SAR exercise may be in cash, in
    Shares of equivalent value, in some combination thereof or in
    any other manner approved by the Committee in its sole
    discretion. The Committee’s determination regarding the
    form of SAR payout shall be set forth in the Award Agreement
    pertaining to the grant of the SAR.



 



    6.7  Termination of Employment.  Each
    Award Agreement shall set forth the extent to which the Holder
    of a SAR shall have the right to exercise the SAR following the
    Holder’s Termination of Employment. Such provisions shall
    be determined in the sole discretion of the Committee, may be
    included in the Award Agreement entered into with the Holder,
    need not be uniform among all SARs issued pursuant to the Plan,
    and may reflect distinctions based on the reasons for
    termination.



 




    ARTICLE VII

    



 




    Restricted
    Share Awards



 



    7.1  Restricted Share Awards.  The
    Committee may make Awards of Restricted Shares to eligible
    persons selected by it. The amount of, the vesting and the
    transferability restrictions applicable to any Restricted Share
    Award shall be determined by the Committee in its sole
    discretion. If the Committee imposes vesting or transferability
    restrictions on a Holder’s rights with respect to
    Restricted Shares, the Committee may issue such instructions to
    the Company’s share transfer agent in connection therewith
    as it deems appropriate. The Committee may also cause any
    certificate for Shares issued pursuant to a Restricted Share
    Award to be imprinted with any legend which counsel for the
    Company considers advisable with respect to the restrictions or,
    should the Shares be represented by book or electronic entry
    rather than a certificate, the Company may take such steps to
    restrict transfer of the Shares as counsel for the Company
    considers necessary or advisable to comply with applicable law.





    

    10








 







    7.2  Restricted Share Award
    Agreement.  Each Restricted Share Award shall be
    evidenced by an Award Agreement that contains any vesting,
    transferability restrictions and other provisions as the
    Committee may specify.



 



    7.3  Holder’s Rights as
    Shareholder.  Subject to the terms and conditions
    of the Plan and the applicable Award Agreement, each recipient
    of a Restricted Share Award shall have all the rights of a
    shareholder with respect to any issued Restricted Shares
    included in the Restricted Share Award during the Period of
    Restriction established for the Restricted Share Award and
    (i) dividends paid with respect to Restricted Shares in
    cash or property other than Shares or rights to acquire Shares
    or shall be paid to the recipient of the Restricted Share Award
    currently and (ii) dividends paid in Shares or rights to
    acquire Shares shall be added to and become a part of the
    Restricted Shares. During the Period of Restriction,
    certificates representing the Restricted Shares shall be
    registered in the Holder’s name and bear a restrictive
    legend to the effect that ownership of such Restricted Shares,
    and the enjoyment of all rights appurtenant thereto, are subject
    to the restrictions, terms, and conditions provided in the Plan
    and the applicable Award Agreement. Such certificates shall be
    deposited by the recipient with the Secretary of the Company or
    such other officer of the Company as may be designated by the
    Committee, together with all share transfer forms or other
    instruments of assignment, each endorsed in blank, which will
    permit transfer to or purchase by the Company of all or any
    portion of the Restricted Shares which shall be forfeited in
    accordance with the Plan and the applicable Award Agreement.



 




    ARTICLE VIII

    



 




    Restricted
    Share Unit Awards



 



    8.1  Authority to Grant RSU
    Awards.  Subject to the terms and provisions of
    the Plan, the Committee, at any time, and from time to time, may
    grant RSU Awards under the Plan to eligible persons in such
    amounts and upon such terms as the Committee shall determine.
    The amount of, the vesting and the transferability restrictions
    applicable to any RSU Award shall be determined by the Committee
    in its sole discretion. The Committee shall maintain a
    bookkeeping ledger account that reflects the number of RSUs
    credited under the Plan for the benefit of a Holder.



 



    8.2  RSU Award.  An RSU Award shall
    be similar in nature to a Restricted Share Award except that no
    Shares are actually issued or transferred to the Holder until a
    later date specified in the applicable Award Agreement. Each RSU
    shall have a value equal to the Fair Market Value of a Share.



 



    8.3  RSU Award Agreement.  Each RSU
    Award shall be evidenced by an Award Agreement that contains any
    Substantial Risk of Forfeiture, transferability restrictions,
    form and time of payment provisions and other provisions not
    inconsistent with the Plan as the Committee may specify.



 



    8.4  Dividend Equivalents.  An Award
    Agreement for an RSU Award may specify that the Holder shall be
    entitled to the payment of Dividend Equivalents under the Award.



 



    8.5  Form of Payment Under RSU
    Award.  Payment under an RSU Award shall be made
    in either cash or Shares, or any combination thereof, as
    specified in the applicable Award Agreement.



 



    8.6  Time of Payment Under RSU
    Award.  A Holder’s payment under an RSU Award
    shall be made at such time as is specified in the applicable
    Award Agreement. The Award Agreement shall specify that the
    payment will be made (1) by a date that is no later than
    the date that is two and one-half (2 1/2) months after the end
    of the Fiscal Year in which the RSU Award payment is no longer
    subject to a Substantial Risk of Forfeiture or (2) at a
    time that is permissible under Section 409A.



 



    8.7  No Rights as Shareholder.  Each
    recipient of a RSU Award shall have no rights of a shareholder
    with respect to any Shares underlying such RSUs until such date
    as the underlying Shares are issued.





    

    11








 








    ARTICLE IX

    



 




    Performance
    Share Awards and Performance Unit Awards



 



    9.1  Authority to Grant Performance Share Awards
    and Performance Unit Awards.  Subject to the terms
    and provisions of the Plan, the Committee, at any time, and from
    time to time, may grant Performance Share Awards and Performance
    Unit Awards under the Plan to eligible persons in such amounts
    and upon such terms as the Committee shall determine. The amount
    of, the vesting and the transferability restrictions applicable
    to any Performance Share Award or Performance Unit Award shall
    be based upon the attainment of such Performance Goals as the
    Committee may determine. If the Committee imposes vesting or
    transferability restrictions on a Holder’s rights with
    respect to Performance Share or Performance Unit Awards, the
    Committee may issue such instructions to the Company’s
    share transfer agent in connection therewith as it deems
    appropriate. The Committee may also cause any certificate for
    Shares issued pursuant to a Performance Shares or Performance
    Unit Award to be imprinted with any legend which counsel for the
    Company considers advisable with respect to the restrictions or,
    should the Shares be represented by book or electronic entry
    rather than a certificate, the Company may take such steps to
    restrict transfer of the Shares as counsel for the Company
    considers necessary or advisable to comply with applicable law.



 



    9.2  Performance Goals.  A
    Performance Goal must be objective such that a third party
    having knowledge of the relevant facts could determine whether
    the goal is met. Such a Performance Goal may be based on one or
    more business criteria that apply to the Holder, one or more
    business units of the Company, or the Company as a whole, with
    reference to one or more of the following: earnings per share,
    total shareholder return, cash return on capitalization,
    increased revenue, revenue ratios (per employee or per
    customer), net income, share price, market share, return on
    equity, return on assets, return on capital, return on capital
    compared to cost of capital, return on capital employed, return
    on invested capital, shareholder value, net cash flow, operating
    income, EBITDA (earnings before interest, income taxes, non-cash
    impairment losses, depreciation and amortization (or any
    combinations thereof)), cash flow, cash flow from operations,
    cost reductions and cost ratios. Goals may also be based on
    performance relative to a peer group of companies. Unless
    otherwise stated, such a Performance Goal need not be based upon
    an increase or positive result under a particular business
    criterion and could include, for example, maintaining the status
    quo or limiting economic losses (measured, in each case, by
    reference to specific business criteria). Performance Goals may
    be determined by including or excluding, in the Committee’s
    discretion, items that are determined to be extraordinary,
    unusual in nature, infrequent in occurrence, related to the
    disposal or acquisition of a segment of a business, or related
    to a change in accounting principal, in each case, based on
    Opinion No. 30 of the Accounting Principles Board (APB
    Opinion No. 30) or other applicable accounting rules,
    or consistent with Company accounting policies and practices in
    effect on the date the Performance Goal is established. In
    interpreting Plan provisions applicable to Performance Goals and
    Performance Shares or Performance Unit Awards, it is intended
    that the Plan will conform with the standards of
    section 162(m) of the Code and Treasury Regulations
    § 1.162-27(e)(2)(i), and the Committee in establishing
    such goals and interpreting the Plan shall be guided by such
    provisions. Prior to the payment of any compensation based on
    the achievement of Performance Goals, the Committee must certify
    in writing that applicable Performance Goals and any of the
    material terms thereof were, in fact, satisfied. Subject to the
    foregoing provisions, the terms, conditions and limitations
    applicable to any Performance Shares or Performance Unit Awards
    made pursuant to the Plan shall be determined by the Committee.



 



    9.3  Time of Establishment of Performance
    Goals.  A Performance Goal for a particular
    Performance Share Award or Performance Unit Award must be
    established by the Committee prior to the earlier to occur of
    (a) 90 days after the commencement of the period of
    service to which the Performance Goal relates or (b) the
    lapse of 25 percent of the period of service, and in any
    event while the outcome is substantially uncertain.



 



    9.4  Award Agreement.  Each
    Performance Share Award or Performance Unit Award shall be
    evidenced by an Award Agreement that contains any vesting,
    transferability restrictions and other provisions not
    inconsistent with the Plan as the Committee may specify.



 



    9.5  Form of Payment Under Performance Unit
    Award.  Payment under a Performance Unit Award
    shall be made in cash
    and/or
    Shares as specified in the Holder’s Award Agreement.





    

    12








 







    9.6  Time of Payment Under Performance Unit
    Award.  A Holder’s payment under a
    Performance Unit Award shall be made at such time as is
    specified in the applicable Award Agreement. The Award Agreement
    shall specify that the payment will be made (1) by a date
    that is no later than the date that is two and one-half
    (21/2)
    months after the end of the calendar year in which the
    Performance Unit Award payment is no longer subject to a
    Substantial Risk of Forfeiture or (2) at a time that is
    permissible under Section 409A.



 



    9.7  Holder’s Rights as Shareholder With
    Respect to Performance Awards.  Each Holder of a
    Performance Share Award shall have all the rights of a
    shareholder with respect to the Shares issued to the Holder
    pursuant to the Award during any period in which such issued
    Shares are subject to forfeiture and restrictions on transfer,
    including without limitation, the right to vote such Shares.
    Each Holder of a Performance Unit Award shall have no rights of
    a shareholder with respect to any Shares underlying such
    Performance Unit Award until such date as the underlying Shares
    are issued.



 



    9.8  Increases Prohibited.  None of
    the Committee or the Board may increase the amount of
    compensation payable under a Performance Shares or Performance
    Unit Award. If the time at which a Performance Shares or
    Performance Unit Award will vest or be paid is accelerated for
    any reason, the number of Shares subject to, or the amount
    payable under, the Performance Shares or Performance Unit Award
    shall be reduced if necessary to comply with the Department of
    Treasury Regulation
    section 1.162-27(e)(2)(iii)
    to reasonably reflect the time value of money.



 



    9.9  Shareholder Approval.  No
    issuances of Shares or payments of cash will be made pursuant to
    this Article IX unless the shareholder approval
    requirements of Department of Treasury Regulation
    section 1.162-27(e)(4)
    are satisfied.



 




    ARTICLE X

    



 




    Other
    Share-Based Awards



 



    10.1  Authority to Grant Other Share-Based
    Awards.  The Committee may grant to eligible
    persons other types of equity-based or equity-related Awards not
    otherwise described by the terms and provisions of the Plan
    (including, subject to applicable law, the grant or offer for
    sale of unrestricted Shares) in such amounts and subject to such
    terms and conditions, as the Committee shall determine. Such
    Awards may involve the issue or transfer of Shares to Holders,
    or payment in cash or otherwise of amounts based on the value of
    Shares and may include, without limitation, Awards designed to
    comply with or take advantage of the applicable local laws of
    jurisdictions other than the United States.



 



    10.2  Value of Other Share-Based
    Award.  Each Other Share-Based Award shall be
    expressed in terms of Shares or units based on Shares, as
    determined by the Committee.



 



    10.3  Payment of Other Share-Based
    Award.  Payment, if any, with respect to an Other
    Share-Based Award shall be made in accordance with the terms of
    the Award, in cash or Shares or any combination thereof as the
    Committee determines.



 



    10.4  Termination of Employment.  The
    Committee shall determine the extent to which a Holder’s
    rights with respect to Other Share-Based Awards shall be
    affected by the Holder’s Termination of Employment. Such
    provisions shall be determined in the sole discretion of the
    Committee and need not be uniform among all Other Share-Based
    Awards issued pursuant to the Plan.



 




    ARTICLE XI

    



 




    Cash-Based
    Awards



 



    11.1  Authority to Grant Cash-Based
    Awards.  Subject to the terms and provisions of
    the Plan, the Committee, at any time, and from time to time, may
    grant Awards of cash under the Plan to eligible persons in such
    amounts and upon such terms as the Committee shall determine.





    

    13








 







    11.2  Value of Cash-Based
    Award.  Each Cash-Based Award shall specify a
    payment amount or payment range as determined by the Committee.



 



    11.3  Payment of Cash-Based
    Award.  Payment, if any, with respect to a
    Cash-Based Award shall be made in accordance with the terms of
    the Award, in cash.



 



    11.4  Termination of Employment.  The
    Committee shall determine the extent to which a Holder’s
    rights with respect to Cash-Based Awards shall be affected by
    the Holder’s Termination of Employment. Such provisions
    shall be determined in the sole discretion of the Committee and
    need not be uniform among all Cash-Based Awards issued pursuant
    to the Plan.



 




    ARTICLE XII

    



 




    Substitution
    Awards



 



    Awards may be granted under the Plan from time to time in
    substitution for share options and other awards held by
    employees of other Entities who are about to become Employees,
    or whose employer is about to become an Affiliate as the result
    of a merger, amalgamation or consolidation of the Company with
    another Entity, or the acquisition by the Company of
    substantially all the assets of another Entity, or the
    acquisition by the Company of at least fifty percent (50%) of
    the issued and outstanding stock, shares or securities of
    another Entity as the result of which such other Entity will
    become an Affiliate of the Company. The terms and conditions of
    the substitute Awards so granted may vary from the terms and
    conditions set forth in the Plan to such extent as the Committee
    at the time of grant may deem appropriate to conform, in whole
    or in part, to the provisions of the Award in substitution for
    which they are granted.



 




    ARTICLE XIII

    



 




    Administration



 



    13.1  Awards.  The Plan shall be
    administered by the Committee or, in the absence of the
    Committee, the Plan shall be administered by the Board. The
    members of the Committee shall serve at the discretion of the
    Board. The Committee shall have full power and authority to
    administer the Plan and to take all actions that the Plan
    expressly contemplates or are necessary or appropriate in
    connection with the administration of the Plan with respect to
    Awards granted under the Plan. The Board shall administer the
    Plan with respect to the grant of Awards to Directors.



 



    13.2  Authority of the
    Committee.  The Committee shall have full power to
    interpret and apply the terms and provisions of the Plan and
    Awards made under the Plan, and to adopt such rules, regulations
    and guidelines for implementing the Plan as the Committee may
    deem necessary or proper, all of which powers shall be exercised
    in the best interests of the Company and in keeping with the
    objectives of the Plan. A majority of the members of the
    Committee shall constitute a quorum for the transaction of
    business, and the vote of a majority of those members present at
    any meeting shall decide any question brought before that
    meeting. Any decision or determination reduced to writing and
    signed by a majority of the members shall be as effective as if
    it had been made by a majority vote at a meeting properly called
    and held. All questions of interpretation and application of the
    Plan, or as to Awards granted under the Plan, shall be subject
    to the determination, which shall be final and binding, of a
    majority of the whole Committee. No member of the Committee
    shall be liable for any act or omission of any other member of
    the Committee or for any act or omission on his own part,
    including but not limited to the exercise of any power or
    discretion given to him under the Plan, except those resulting
    from his own gross negligence or willful misconduct. In carrying
    out its authority under the Plan, the Committee shall have full
    and final authority and discretion, including but not limited to
    the following rights, powers and authorities to determine the
    persons to whom and the time or times at which Awards will be
    made; determine the number and exercise price of Shares covered
    in each Award subject to the terms and provisions of the Plan;
    determine the terms, provisions and conditions of each Award,
    which need not be identical and need not match the default terms
    set forth in the Plan; accelerate the time at which any
    outstanding Award will vest; prescribe, amend and rescind rules
    and regulations relating to






    

    14








 







    administration of the Plan; and make all other determinations
    and take all other actions deemed necessary, appropriate or
    advisable for the proper administration of the Plan.



 



    The Committee may correct any defect or supply any omission or
    reconcile any inconsistency in the Plan or in any Award to a
    Holder in the manner and to the extent the Committee deems
    necessary or desirable to further the Plan’s objectives.
    Further, the Committee shall make all other determinations that
    may be necessary or advisable for the administration of the
    Plan. As permitted by law and the terms and provisions of the
    Plan, the Committee may delegate its authority as identified in
    this Section 13.2. The Committee may employ attorneys,
    consultants, accountants, agents, and other persons, any of whom
    may be an Employee, and the Committee, the Company, and its
    officers and Board shall be entitled to rely upon the advice,
    opinions, or valuations of any such persons.



 



    13.3  Decisions Binding.  All
    determinations and decisions made by the Committee or the Board,
    as the case may be, pursuant to the provisions of the Plan and
    all related orders and resolutions of the Committee or the
    Board, as the case may be, shall be final, conclusive and
    binding on all persons, including the Company, the Holders and
    the estates and beneficiaries of Holders.



 



    13.4  No Liability.  Under no
    circumstances shall the Company, the Board or the Committee
    incur liability for any indirect, incidental, consequential or
    special damages (including lost profits) of any form incurred by
    any person, whether or not foreseeable and regardless of the
    form of the act in which such a claim may be brought, with
    respect to the Plan or the Company’s, the Committee’s
    or the Board’s roles in connection with the Plan.



 




    ARTICLE XIV

    



 




    Amendment
    or Termination of Plan



 



    14.1  Amendment, Modification, Suspension, and
    Termination.  Subject to Section 14.2, the
    Board may, at any time and from time to time, alter, amend,
    restate, modify, suspend, or terminate the Plan in whole or in
    part; provided, however, that, without the prior approval of the
    Company’s shareholders and except as provided in
    Section 4.5, the Board shall not directly or indirectly
    lower the Option Price of a previously granted Option or the
    grant price of a previously granted SAR; no amendment of the
    Plan shall be made without shareholder approval if shareholder
    approval is required by applicable law or stock exchange rules.



 



    14.2  Awards Previously
    Granted.  Notwithstanding any other provision of
    the Plan to the contrary, no alteration, amendment, restatement,
    modification, suspension or termination of the Plan or an Award
    Agreement shall adversely affect in any material way any Award
    previously granted under the Plan, without the written consent
    of the Holder holding such Award.



 




    ARTICLE XV

    



 




    Miscellaneous



 



    15.1  Unfunded Plan/No Establishment of a
    Trust Fund.  Holders shall have no right,
    title, or interest whatsoever in or to any investments that the
    Company or any of its Affiliates may make to aid in meeting
    obligations under the Plan. Nothing contained in the 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 Holder, beneficiary,
    legal representative, or any other person. To the extent that
    any person acquires a right to receive payments from the Company
    under the Plan, such right shall be no greater than the right of
    an unsecured general creditor of the Company. All payments to be
    made hereunder shall be paid from the general funds of the
    Company 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 the Plan. No property
    shall be set aside nor shall a trust fund of any kind be
    established to secure the rights of any Holder under the Plan.
    The Plan is not intended to be subject to the United States
    Employee Retirement Income Security Act of 1974, as amended.





    

    15








 







    15.2  No Employment Obligation.  The
    granting of any Award shall not constitute an employment
    contract, express or implied, nor impose upon the Company or any
    Affiliate any obligation to employ or continue to employ, or
    utilize the services of, any Holder. The right of the Company or
    any Affiliate to terminate the employment of any person shall
    not be diminished or affected by reason of the fact that an
    Award has been granted to him, and nothing in the Plan or an
    Award Agreement shall interfere with or limit in any way the
    right of the Company or its Affiliates to terminate any
    Holder’s employment at any time or for any reason not
    prohibited by law.



 



    15.3  Tax Withholding.  The Company
    or any Affiliate shall be entitled to deduct from other
    compensation payable to each Holder any sums required by
    federal, state, cantonal, local or similar tax law to be
    withheld with respect to the vesting or exercise of an Award or
    lapse of restrictions on an Award. In the alternative, the
    Company may require the Holder (or other person validly
    exercising the Award) to pay such sums for taxes directly to the
    Company or any Affiliate in cash or by check within one day
    after the date of vesting, exercise or lapse of restrictions. In
    the discretion of the Committee, and with the consent of the
    Holder, the Company may reduce the number of Shares issued to
    the Holder upon such Holder’s exercise of an Option to
    satisfy the tax withholding obligations of the Company or an
    Affiliate; provided that the Fair Market Value of the Shares not
    issued shall not exceed the Company’s or the
    Affiliate’s Minimum Statutory Tax Withholding Obligation.
    The Committee may, in its discretion, permit a Holder to satisfy
    any Minimum Statutory Tax Withholding Obligation arising upon
    the vesting of an Award by issuing to the Holder a reduced
    number of Shares in the manner specified herein. If permitted by
    the Committee and acceptable to the Holder, at the time of
    vesting of shares under the Award, the Company shall
    (a) calculate the amount of the Company’s or an
    Affiliate’s Minimum Statutory Tax Withholding Obligation on
    the assumption that all such Shares vested under the Award are
    to be issued, (b) reduce the number of such Shares actually
    issued so that the Fair Market Value of the Shares withheld from
    issuance on the vesting date approximates the Company’s or
    an Affiliate’s Minimum Statutory Tax Withholding Obligation
    and (c) in lieu of the Shares withheld from issuance, remit
    cash to the United States Treasury
    and/or other
    applicable governmental authorities, on behalf of the Holder, in
    the amount of the Minimum Statutory Tax Withholding Obligation.
    The Company shall withhold from issuance only whole Shares to
    satisfy its Minimum Statutory Tax Withholding Obligation. Where
    the Fair Market Value of the Shares withheld from issuance does
    not equal the amount of the Minimum Statutory Tax Withholding
    Obligation, the Company shall withhold from issuance Shares with
    a Fair Market Value slightly less than the amount of the Minimum
    Statutory Tax Withholding Obligation and the Holder must satisfy
    the remaining minimum withholding obligation in some other
    manner permitted under this Section 15.3. The Shares
    withheld from issuance by the Company shall be authorized but
    unissued Shares and the Holder’s right, title and interest
    in the rights to subscribe for such Shares shall terminate. The
    Company shall have no obligation upon vesting or exercise of any
    Award or lapse of restrictions on an Award until the Company or
    an Affiliate has received payment sufficient to cover the
    Minimum Statutory Tax Withholding Obligation with respect to
    that vesting, exercise or lapse of restrictions. Neither the
    Company nor any Affiliate shall be obligated to advise a Holder
    of the existence of the tax or the amount which it will be
    required to withhold.



 



    15.4  Gender and Number.  If the
    context requires, words of one gender when used in the Plan
    shall include the other and words used in the singular or plural
    shall include the other.



 



    15.5  Severability.  In the event any
    provision of the Plan shall be 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.



 



    15.6  Headings.  Headings of Articles
    and Sections are included for convenience of reference only and
    do not constitute part of the Plan and shall not be used in
    construing the terms and provisions of the Plan.



 



    15.7  Other Compensation Plans.  The
    adoption of the Plan shall not affect any outstanding options,
    restricted shares or restricted share units, nor shall the Plan
    preclude the Company from establishing any other forms of
    incentive compensation arrangements for Employees or Directors.





    

    16








 







    15.8  Other Awards.  The grant of an
    Award shall not confer upon the Holder the right to receive any
    future or other Awards under the Plan, whether or not Awards may
    be granted to similarly situated Holders, or the right to
    receive future Awards upon the same terms or conditions as
    previously granted.



 



    15.9  Successors.  All obligations of
    the Company under the Plan with respect to Awards granted
    hereunder shall be binding on any successor to the Company or
    continuing company, whether the existence of such successor is
    the result of a direct or indirect purchase, merger,
    amalgamation, redomestication, plan or scheme of arrangement,
    share exchange consolidation, or otherwise, of all or
    substantially all of the business
    and/or
    assets of the Company.



 



    15.10  Law Limitations/Governmental
    Approvals.  The granting of Awards and the
    issuance of Shares under the Plan shall be subject to all
    applicable laws, rules, and regulations, and to such approvals
    by any governmental agencies or national securities exchanges as
    may be required.



 



    15.11  Delivery of Title.  The
    Company shall have no obligation to issue or deliver evidence of
    title for Shares issued under the Plan prior to obtaining any
    approvals from governmental agencies that the Company determines
    are necessary or advisable; and 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.



 



    15.12  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.



 



    15.13  Fractional Shares.  No
    fractional Shares shall be issued or acquired pursuant to the
    Plan or any Award. If the application of any provision of the
    Plan or any Award Agreement would yield a fractional Share, such
    fractional Share shall be rounded down to the next whole Share
    if it is less than 0.5 and rounded up to the next whole Share if
    it is 0.5 or more.



 



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



 



    15.15  Persons Residing Outside of the United
    States.  Notwithstanding any provision of the Plan
    to the contrary, in order to comply with the laws in other
    countries in which the Company or any of its Affiliates operates
    or has Employees, the Committee, in its sole discretion, shall
    have the power and authority to determine which Affiliates shall
    be covered by the Plan; determine which persons employed outside
    the United States are eligible to participate in the Plan;
    amend or vary the terms and provisions of the Plan and the terms
    and conditions of any Award granted to persons who reside
    outside the United States; establish subplans and modify
    exercise procedures and other terms and procedures to the extent
    such actions may be necessary or advisable — any
    subplans and modifications to Plan terms and procedures
    established under this Section 15.15 by the Committee shall
    be attached to the Plan document as Appendices; and take any
    action, before or after an Award is made, that it deems
    advisable to obtain or comply with any necessary local
    government regulatory exemptions or approvals. Notwithstanding
    the above, the Committee may not take any actions hereunder, and
    no Awards shall be granted, that would violate the United States
    Securities Exchange Act of 1934, as amended, the Code, any
    securities law or governing statute or any other applicable law.



 



    15.16  Governing Law.  The provisions
    of the Plan and the rights of all persons claiming thereunder
    shall be construed, administered and governed under the laws of
    the State of Texas without regard to choice of law provisions
    therein.





    

    17