exv4w1







Exhibit 4.1

RAVEN INDUSTRIES, INC.




2010 STOCK INCENTIVE PLAN



     1. Purpose. The purpose of the 2010 Stock Incentive Plan (the “Plan”) of Raven
Industries, Inc. (the “Company”) is to increase shareholder value and to advance the interests of
the Company by furnishing a variety of economic incentives (“Incentives”) designed to attract,
retain and motivate employees, certain key consultants and directors of the Company. Incentives
may consist of opportunities to purchase or receive shares of Common Stock, $1.00 par value, of the
Company (“Common Stock”) or other incentive awards on terms determined under this Plan.



     2. Administration. The Plan shall be administered by the board of directors of the
Company (the “Board of Directors”) or by a stock option or compensation committee (the “Committee”)
of the Board of Directors. The Committee shall consist of not less than two directors of the
Company and shall be appointed from time to time by the Board of Directors. Each member of the
Committee shall be (a) a “non-employee director” within the meaning of Rule 16b-3 of the Securities
Exchange Act of 1934 (including the regulations promulgated thereunder, the “1934 Act”) (a
“Non-Employee Director”), and (b) shall be an “outside director” within the meaning of Section
162(m) under the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations
promulgated thereunder. The Committee shall have complete authority to award Incentives under the
Plan, to interpret the Plan, and to make any other determination which it believes necessary and
advisable for the proper administration of the Plan. The Committee’s decisions and matters
relating to the Plan shall be final and conclusive on the Company and its participants. If at any
time there is no stock option or compensation committee, the term “Committee”, as used in the Plan,
shall refer to the Board of Directors.



     3. Eligible Participants. Officers of the Company, employees of the Company or its
subsidiaries, members of the Board of Directors, and consultants or other independent contractors
who provide services to the Company or its subsidiaries shall be eligible to receive Incentives
under the Plan when designated by the Committee. Participants may be designated individually or by
groups or categories (for example, by pay grade) as the Committee deems appropriate. Participation
by officers of the Company or its subsidiaries and any performance objectives relating to such
officers must be approved by the Committee. Participation by others and any performance objectives
relating to others may be approved by groups or categories (for example, by pay grade) and
authority to designate participants who are not officers and to set or modify such targets may be
delegated.



     4. Types of Incentives. Incentives under the Plan may be granted in any one or a
combination of the following forms: (a) incentive stock options and non-statutory stock options
(Section 6); (b) stock appreciation rights (“SARs”) (Section 7); (c) stock awards (Section 8); and
(d) restricted stock (Section 8). Subject to the specific limitations provided in this Plan,
payment of Incentives may be in the form of cash, Common Stock or combinations thereof as the
Committee shall determine, and with such other restrictions as it may impose.



     5. Shares Subject to the Plan.




          5.1 Number of Shares. Subject to adjustment as provided in Section 9.6, the
number of shares of Common Stock which may be issued under the Plan shall not exceed 500,000



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shares of Common Stock. Shares of Common Stock that are issued under the Plan or are subject
to outstanding Incentives will be applied to reduce the maximum number of shares of Common
Stock remaining available for issuance under the Plan.




          5.2 Cancellation. If an Incentive granted hereunder expires or is terminated or
canceled unexercised as to any shares of Common Stock or forfeited or reacquired by the Company
pursuant to rights reserved upon issuance thereof, such forfeited and reacquired shares may
again be issued under the Plan pursuant to another Incentive. If any Shares subject to an
Incentive granted hereunder are withheld or applied as payment in connection with the exercise
of an Incentive (including the withholding of Shares on the exercise of a stock option or the
exercise of an SAR that is settled in Shares) or the withholding or payment of taxes related
thereto, such Shares shall not again be available for grant under the Plan.




          5.3 Type of Common Stock. Common Stock issued under the Plan in connection with
Incentives will be authorized and unissued shares.


          5.4 Limitation on Certain Grants. No person shall receive grants of stock options
and SARs under the Plan that exceed, in the aggregate, 100,000 shares during any one fiscal
year of the Company.



     6. Stock Options. A stock option is a right to purchase shares of Common Stock from
the Company. Each stock option granted by the Committee under this Plan shall be subject to the
following terms and conditions:




          6.1 Price. The option price per share shall be determined by the Committee,
subject to adjustment under Section 9.6. Notwithstanding the foregoing sentence, the option
price per share shall not be less than the Fair Market Value (as defined in Section 9.15) of
the Common Stock on the Grant Date (as defined in Section 9.16).




          6.2 Number. The number of shares of Common Stock subject to a stock option shall
be determined by the Committee, subject to adjustment as provided in Section 9.6. The number
of shares of Common Stock subject to a stock option shall be reduced in the same proportion
that the holder thereof exercises an SAR if any SAR is granted in conjunction with or related
to the stock option. If the number of shares subject to a stock option is reduced pursuant to
the preceding sentence, the number of shares subject to the original grant will continue to
count against the limitation on grants under Section 5.4.




          6.3 Duration and Time for Exercise. Subject to earlier termination as provided in
Section 9.4, the term of each stock option shall be determined by the Committee but shall not
exceed ten years and one day from the Grant Date. Each stock option shall become exercisable
at such time or times during its term as shall be determined by the Committee at the time of
grant. The Committee may accelerate the exercisability of any stock option. Subject to the
first sentence of this paragraph, the Committee may extend the term of any stock option to the
extent provided in Section 9.4.




          6.4 Manner of Exercise. A stock option may be exercised, in whole or in part, by
giving written notice to the Company, specifying the number of shares of Common Stock to be
purchased and accompanied by the full purchase price for such shares. The option price shall
be payable (a) in United States dollars upon exercise of the option and may be paid by cash,
uncertified or certified check or bank draft; (b) unless otherwise provided in the option
agreement, by delivery of shares of Common Stock in payment of all or any part of the option
price, which shares shall be valued for this purpose at the Fair Market Value on the date such
option is exercised; or (c) unless otherwise provided in the option agreement, by instructing
the Company to withhold from the shares of Common Stock issuable upon exercise of the stock
option shares of Common Stock in payment of all or any part of the exercise price and/or any
related withholding tax obligations consistent with Section 9.8, which shares shall be valued
for this purpose at the Fair Market Value or in such other manner as may be authorized from
time to time by the Committee. Before the issuance of shares of 



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Common Stock upon the exercise
of a stock option, a participant shall have no rights as a shareholder.




          6.5 Incentive Stock Options. Notwithstanding anything in the Plan to the
contrary, the following additional provisions shall apply to the grant of stock options which
are intended to qualify as Incentive Stock Options (as such term is defined in Code Section
422):




               (a) The aggregate Fair Market Value (determined as of the time the option is granted)
of the shares of Common Stock with respect to which Incentive Stock Options are exercisable
for the first time by any participant during any calendar year (under all of the Company’s
plans) shall not exceed $100,000. The determination will be made by taking Incentive Stock
Options into account in the order in which they were granted. If such excess only applies
to a portion of an Incentive Stock Option, the Committee, in its discretion, will designate
which shares will be treated as shares to be acquired upon exercise of an Incentive Stock
Option.


                (b) Any option agreement for an Incentive Stock Option under the Plan shall contain
such other provisions as the Committee shall deem advisable, but shall in all events be
consistent with and contain all provisions required in order to qualify the options as
Incentive Stock Options.




               (c) All Incentive Stock Options must be granted within ten years from the earlier of
the date on which this Plan was adopted by Board of Directors or the date this Plan was
approved by the shareholders.




               (d) Unless sooner exercised, all Incentive Stock Options shall expire no later than
ten years after the Grant Date.




               (e) The option price for Incentive Stock Options shall be not less than the Fair
Market Value of the Common Stock subject to the option on the Grant Date.




               (f) If Incentive Stock Options are granted to any participant who, at the time such
option is granted, would own (within the meaning of Code Section 422) stock possessing more
than 10% of the total combined voting power of all classes of stock of the employer
corporation or of its parent or subsidiary corporation, (i) the option price for such
Incentive Stock Options shall be not less than 110% of the Fair Market Value of the Common
Stock subject to the option on the Grant Date and (ii) such Incentive Stock Options shall
expire no later than five years after the Grant Date.



          7. Stock Appreciation Rights. An SAR is a right to receive, without payment to the
Company, a number of shares of Common Stock, the amount of which is determined pursuant to the
formula set forth in Section 7.5. An SAR may be granted (a) with respect to any stock option
granted under this Plan, either concurrently with the grant of such stock option or at such later
time as determined by the Committee (as to all or any portion of the shares of Common Stock subject
to the stock option), or (b) alone, without reference to any related stock option. Each SAR
granted by the Committee under this Plan shall be subject to the following terms and conditions:





          7.1 Price. The exercise price per share of any SAR granted without reference to a
stock option shall be determined by the Committee, subject to adjustment under Section 9.6.
Notwithstanding the foregoing sentence, the exercise price per share shall not be less than the
Fair Market Value of the Common Stock on the Grant Date.




          7.2 Number. Each SAR granted to any participant shall relate to such number of
shares of Common Stock as shall be determined by the Committee, subject to adjustment as
provided in Section 9.6. In the case of an SAR granted with respect to a stock option, the
number of shares of Common Stock to which the SAR relates shall be reduced in the same
proportion that the holder of the option exercises the related stock option. If the number of
shares subject to an SAR is reduced



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pursuant to the preceding sentence, the number of shares
subject to the original grant will continue to count against the limitation on grants under
Section 5.4.




          7.3 Duration. Subject to earlier termination as provided in Section 9.4, the term
of each SAR shall be determined by the Committee but shall not exceed ten years and one day
from the Grant Date. Unless otherwise provided by the Committee, each SAR shall become
exercisable at such time or times, to such extent and upon such conditions as the stock option,
if any, to which it relates is exercisable. The Committee may in its discretion accelerate the
exercisability of any SAR. Subject to the first sentence of this paragraph, the Committee may
extend the term of any SAR to the extent provided in Section 9.4.




          7.4 Exercise. An SAR may be exercised, in whole or in part, by giving written
notice to the Company, specifying the number of SARs which the holder wishes to exercise. Upon
receipt of such written notice, the Company shall, within 90 days thereafter, deliver to the
exercising holder certificates for the shares of Common Stock or cash or both, as determined by
the Committee, to which the holder is entitled pursuant to Section 7.5.




          7.5 Issuance of Shares Upon Exercise. The number of shares of Common Stock which
shall be issuable upon the exercise of an SAR shall be determined by dividing:




               (a) the number of shares of Common Stock as to which the SAR is exercised multiplied
by the amount of the appreciation in such shares (for this purpose, the “appreciation”
shall be the amount by which the Fair Market Value of the shares of Common Stock subject to
the SAR on the exercise date exceeds (1) in the case of an SAR related to a stock option,
the purchase price of the shares of Common Stock under the stock option or (2) in the case
of an SAR granted alone, without reference to a related stock option, an amount which shall
be determined by the Committee at the time of grant, subject to adjustment under Section
9.6); by





               (b) the Fair Market Value of a share of Common Stock on the exercise date.



     No fractional shares of Common Stock shall be issued upon the exercise of an SAR; instead, the
holder of the SAR shall be entitled to receive a cash adjustment equal to the same fraction of the
Fair Market Value of a share of Common Stock on the exercise date or to purchase the portion
necessary to make a whole share at its Fair Market Value on the date of exercise.



     8. Stock Awards and Restricted Stock. A stock award consists of the
transfer by the Company to a participant of shares of Common Stock, without other payment therefor,
as additional compensation for services to the Company. A share of restricted stock consists of
shares of Common Stock which are sold or transferred by the Company to a participant at a price, if
any, determined by the Committee and subject to restrictions on their sale or other transfer by the
participant. The transfer of Common Stock pursuant to stock awards and the transfer and sale of
restricted stock shall be subject to the following terms and conditions:




          8.1 Number of Shares. The number of shares to be transferred or sold by
the Company to a participant pursuant to a stock award or as restricted stock shall be
determined by the Committee.




          8.2 Sale Price. The Committee shall determine the price, if any, at
which shares of restricted stock shall be sold to a participant, which may vary from time to
time and among participants and which may be below the Fair Market Value of such shares of
Common Stock at the date of sale.




          8.3 Restrictions. All shares of restricted stock transferred or sold by the
Company hereunder shall be subject to such restrictions as the Committee may determine,
including, without limitation any or all of the following:



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               (a) a prohibition against the sale, transfer, pledge or other encumbrance of the
shares of restricted stock, such prohibition to lapse at such time or times as the
Committee shall determine (whether in annual or more frequent installments, at the time of
the death, disability or retirement of the holder of such shares, or otherwise);




               (b) a requirement that the holder of shares of restricted stock forfeit, or (in the
case of shares sold to a participant) re-sell back to the Company at his or her cost, all
or a part of such shares in the event of termination of his or her employment or consulting
engagement during any period in which such shares are subject to restrictions;




               (c) such other conditions or restrictions as the Committee may deem advisable.




          8.4 Enforcement of Restrictions. In order to enforce the restrictions imposed by
the Committee pursuant to Section 8.3, the participant receiving restricted stock shall enter
into an agreement with the Company setting forth the conditions of the grant. Shares of
restricted stock shall be registered in the name of the participant and deposited, together
with a stock power endorsed in blank, with the Company. Each such certificate shall bear a
legend that refers to the Plan and the restrictions imposed under the applicable agreement. At
the Committee’s election, shares of restricted stock may be held in book entry form subject to
the Company’s instructions until any restrictions relating to the restricted stock grant lapse.




          8.5 End of Restrictions. Subject to Section 9.5,
at the end of any time period
during which the shares of restricted stock are subject to forfeiture and restrictions on
transfer, such shares will be delivered free of all restrictions to the participant or to the
participant’s legal representative, beneficiary or heir.




          8.6 Rights of Holders of Restricted Stock. Subject to the terms and conditions of
the Plan, each participant receiving restricted stock shall have all the rights of a
shareholder with respect to shares of stock during any period in which such shares are subject
to forfeiture and restrictions on transfer, including without limitation, the right to vote
such shares.



          9. General.


          9.1 Effective Date. The Plan will become effective upon the date of approval by
the Company’s Board of Directors (the “Effective Date”), subject to approval by the Company’s
shareholders.




          9.2 Duration. The Plan shall remain in effect until all Incentives granted under
the Plan have either been satisfied by the issuance of shares of Common Stock or the payment of
cash or been terminated under the terms of the Plan and all restrictions imposed on shares of
Common Stock in connection with their issuance under the Plan have lapsed. No Incentives may
be granted under the Plan after the tenth anniversary of the Effective Date of the Plan.




          9.3 Non-transferability of Incentives. No stock option, SAR, restricted stock or
stock award may be transferred, pledged or assigned by the holder thereof (except, in the event
of the holder’s death, by will or the laws of descent and distribution to the limited extent
provided in the Plan or the Incentive, or pursuant to a qualified domestic relations order as
defined by the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder), and the Company shall not be required to recognize any attempted assignment of
such rights by any participant. Notwithstanding the preceding sentence, stock options may be
transferred by the holder thereof to the holder’s spouse, children, grandchildren or parents
(collectively, the “Family Members”), to trusts for the benefit of Family Members, to
partnerships or limited liability companies in which Family Members are the only partners or
shareholders, or to entities exempt from federal income taxation pursuant to Code Section
501(c)(3). During a participant’s lifetime, a stock option may be exercised only by him or
her, by his or her guardian or legal representative or by the transferees permitted by this
Section 9.3.






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          9.4 Effect of Termination or Death. If a participant ceases to be an employee of
or consultant to the Company for any reason, including death or disability, any Incentives may
be exercised or shall expire at such times as may be set forth in the agreement, if any,
applicable to the Incentive, or otherwise as determined by the Committee; provided, however,
the term of an Incentive may not be extended beyond the term originally prescribed when the Incentive was granted,
unless the Incentive satisfies (or is amended to satisfy) the requirements of Code Section
409A, including the rules and regulations thereunder (together, “Code Section 409A”); and
provided further that the term of an Incentive may not be extended beyond the maximum term
permitted under this Plan.




          9.5 Restrictions under Securities Laws. Notwithstanding anything in this Plan to
the contrary: (a) the Company may, if it shall determine it necessary or desirable for any
reason, at the time of award of any Incentive or the issuance of any shares of Common Stock
pursuant to any Incentive, require the recipient of the Incentive, as a condition to the
receipt thereof or to the receipt of shares of Common Stock issued pursuant thereto, to deliver
to the Company a written representation of present intention to acquire the Incentive or the
shares of Common Stock issued pursuant thereto for his or her own account for investment and
not for distribution; and (b) if at any time the Company further determines, in its sole
discretion, that the listing, registration or qualification (or any updating of any such
document) of any Incentive or the shares of Common Stock issuable pursuant thereto is necessary
on any securities exchange or under any federal or state securities or blue sky law, or that
the consent or approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with the award of any Incentive, the issuance of shares of
Common Stock pursuant thereto, or the removal of any restrictions imposed on such shares, such
Incentive shall not be awarded or such shares of Common Stock shall not be issued or such
restrictions shall not be removed, as the case may be, in whole or in part, unless such
listing, registration, qualification, consent or approval shall have been effected or obtained
free of any conditions not acceptable to the Company.




          9.6 Adjustment. In the event of any recapitalization, stock dividend, stock
split, combination of shares or other change in the Common Stock, the number of shares of
Common Stock then subject to the Plan, including shares subject to outstanding Incentives, and
the other numbers of shares of Common Stock provided in the Plan, shall be adjusted in
proportion to the change in outstanding shares of Common Stock. In the event of any such
adjustments, the purchase price of any option, the performance objectives of any Incentive, and
the shares of Common Stock issuable pursuant to any Incentive shall be adjusted as and to the
extent appropriate, in the discretion of the Committee, to provide participants with the same
relative rights before and after such adjustment.



               9.7 Incentive Plans and Agreements. Except in the case of stock awards, the terms of
each Incentive shall be stated in a plan or agreement approved by the Committee. The Committee may
also determine to enter into agreements with holders of options to reclassify or convert certain
outstanding options, within the terms of the Plan, as Incentive Stock Options or as non-statutory
stock options and in order to eliminate SARs with respect to all or part of such options and any
other previously issued options. The Committee shall communicate the key terms of each award to the
participant promptly after the Committee approves the grant of such award.




               9.8 Withholding.



               (a) The Company shall have the right to withhold from any payments made under the Plan
or to collect as a condition of payment, any taxes required by law to be withheld. At any
time when a participant is required to pay to the Company an amount required to be withheld
under applicable income tax laws in connection with a distribution of Common Stock or upon
exercise of an option or SAR or upon vesting of restricted stock, the participant may
satisfy this obligation in whole or in part by electing (the “Election”) to have the
Company withhold, from the distribution or from such shares of restricted stock, shares of
Common Stock having a value up to the minimum amount of withholding taxes required to be
collected on the transaction. The value of the shares to be withheld shall be based on the
Fair Market Value of


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the Common Stock on the date that the amount of tax to be withheld
shall be determined (“Tax Date”).


               (b) Each Election must be made before the Tax Date. The Committee may disapprove of
any Election, may suspend or terminate the right to make Elections, or may provide with
respect to any Incentive that the right to make Elections shall not apply to such
Incentive. An Election is irrevocable.


          9.9 No Continued Employment, Engagement or Right to Corporate Assets. No
participant under the Plan shall have any right, because of his or her participation, to
continue in the employ of the Company for any period of time or to any right to continue his or
her present or any other rate of compensation. Nothing contained in the Plan shall be construed as giving an
employee, a consultant, such persons’ beneficiaries or any other person any equity or interests
of any kind in the assets of the Company or creating a trust of any kind or a fiduciary
relationship of any kind between the Company and any such person.




          9.10 Payments Under Incentives.
Payment of cash or distribution of any shares of
Common Stock to which a participant is entitled under any Incentive shall be made as provided
in the Incentive. Except as permitted under Section 9.17, payments and distributions may not be
deferred under any Incentive unless the deferral complies with the requirements of Code Section
409A.




          9.11 Amendment of the Plan.
The Board of Directors may amend or discontinue the
Plan at any time. However, no such amendment or discontinuance shall adversely change or
impair, without the consent of the recipient, an Incentive previously granted. Further, no such
amendment shall, without approval of the shareholders of the Company, (a) increase the maximum
number of shares of Common Stock which may be issued to all participants under the Plan, (b)
change or expand the types of Incentives that may be granted under the Plan, (c) change the
class of persons eligible to receive Incentives under the Plan, or (d) materially increase the
benefits accruing to participants under the Plan.




          9.12 Amendment of Agreements for Incentives.
Except as otherwise provided in this
Section 9.12, the terms of an existing Incentive may be amended by agreement between the
Committee and the participant. Notwithstanding the foregoing sentence, in the case of a stock
option or SAR, no such amendment shall (a) without shareholder approval, lower the exercise
price of a previously granted stock option or SAR, or (b) extend the term of the Incentive,
except as provided in Sections 9.4 and 9.17.




          9.13
Vesting Upon Change In Control. Upon the occurrence of an event satisfying
the definition of “Change in Control” with respect to a particular Incentive, unless otherwise
provided in the agreement for the Incentive, such Incentive shall become vested and all
restrictions shall lapse. The Committee may, in its discretion, include such further provisions
and limitations in any agreement for an Incentive as it may deem desirable. For purposes of
this Section 9.13, “Change in Control” means the occurrence of any one or more of the
following:




               (a) the acquisition by any individual, entity or group of beneficial ownership (within
the meaning of Rule 13d-3 under the Exchange Act) of more than thirty percent (30%) of the
outstanding voting power of the Company entitled to vote in the election of directors;
provided that a Change in Control shall not be deemed to occur solely because more than
thirty percent (30%) of the outstanding voting shares is acquired by a trustee or other
fiduciary holding securities under one or more employee benefit plans maintained by the
Company or any of its subsidiaries;




               (b) a merger, consolidation or other reorganization involving the Company if the
shareholders of the Company and their affiliates, immediately before such merger,
consolidation or other reorganization, do not, as a result of such merger, consolidation,
or other






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reorganization, own directly or indirectly, more than fifty percent (50%) of the
voting equity securities of the successor entity;



               (c) a majority of the members of the Board of Directors is replaced within a period
of less than two years by directors not nominated and approved by the Board of Directors;
or




               (d) the sale or other disposition of all or substantially all of the assets of the
Company and its subsidiaries determined on a consolidated basis, or a complete liquidation
or dissolution of the Company.



          9.14 Sale, Merger, Exchange or Liquidation. Unless otherwise provided in the
agreement for an Incentive, in the event of an acquisition of the Company through the sale of
substantially all of the Company’s assets or through a merger, exchange, reorganization or
liquidation of the Company or a similar event as determined by the Committee (collectively a
“transaction”), the Committee shall be authorized, in its sole discretion, to take any and all
action it deems equitable under the circumstances, including but not limited to any one or more
of the following:




               (a) providing that the Plan and all Incentives shall terminate and the holders of (i)
all outstanding vested options shall receive, in lieu of any shares of Common Stock they
would be entitled to receive under such options, such stock, securities or assets,
including cash, as would have been paid to such participants if their options had been
exercised and such participant had received Common Stock immediately before such
transaction (with appropriate adjustment for the exercise price, if any), (ii) SARs that
entitle the participant to receive Common Stock shall receive, in lieu of any shares of
Common Stock each participant was entitled to receive as of the date of the transaction
pursuant to the terms of such Incentive, if any, such stock, securities or assets,
including cash, as would have been paid to such participant if such Common Stock had been
issued to and held by the participant immediately before such transaction, and (iii) any
Incentive under this Agreement which does not entitle the participant to receive Common
Stock shall be equitably treated as determined by the Committee.




               (b) providing that participants holding outstanding vested Common Stock based
Incentives shall receive, with respect to each share of Common Stock issuable pursuant to
such Incentives as of the effective date of any such transaction, at the determination of
the Committee, cash, securities or other property, or any combination thereof, in an amount
equal to the excess, if any, of the Fair Market Value of such Common Stock on a date within
ten days before the effective date of such transaction over the option price or other
amount owed by a participant, if any, and that such Incentives shall be cancelled,
including the cancellation without consideration of all options that have an exercise price
below the per share value of the consideration received by the Company in the transaction.




               (c) providing that the Plan (or replacement plan) shall continue with respect to
Incentives not cancelled or terminated as of the effective date of such transaction and
provide to participants holding such Incentives the right to earn their respective
Incentives on a substantially equivalent basis (taking into account the transaction and the
number of shares or other equity issued by such successor entity) with respect to the
equity of the entity succeeding the Company by reason of such transaction.




               (d) to the extent that the vesting of any Incentives is not accelerated pursuant to
Section 9.13, providing that all unvested, unearned or restricted Incentives, including but
not limited to restricted stock for which restrictions have not lapsed as of the effective
date of such transaction, shall be void and deemed terminated, or, in the alternative, for
the acceleration or waiver of any vesting, earning or restrictions on any Incentive.



      The Board of Directors may restrict the rights of participants or the applicability of
this Section 9.14 to the extent necessary to comply with Section 16(b) of the 1934 Act, the
Code or any other


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applicable law or regulation. The grant of an Incentive award pursuant to the
Plan shall not limit in any way the right or power of the Company to make adjustments,
reclassifications, reorganizations or changes of its capital or business structure or to merge,
exchange or consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.



            9.15 Definition of Fair Market Value. For purposes of this Plan, the “Fair Market
Value” of a share of Common Stock at a specified date shall, unless otherwise expressly
provided in this Plan, be the amount which the Committee determines in good faith to be 100% of
the fair market value of such a share as of the date in question. Notwithstanding the
foregoing:


               (a) If such shares are listed on a U.S. securities exchange, then Fair Market Value
shall be determined by reference to the last sale price of a share of Common Stock on such
U.S. securities exchange on the applicable date. If such U.S. securities exchange is
closed for trading on such date, or if the Common Stock does not trade on such date, then the
last sale price used shall be the one on the date the Common Stock last traded on such U.S.
securities exchange.


               (b) If such shares are publicly traded but are not listed on a U.S. securities
exchange, then Fair Market Value shall be determined by reference to the trading price of a
share of Common Stock on such date (or, if the applicable market is closed on such date,
the last date on which the Common Stock was publicly traded), by a method consistently
applied by the Committee.


               (c) If such shares are not publicly traded, then the Committee’s determination will be
based upon a good faith valuation of the Company’s Common Stock as of such date, which
shall be based upon such factors as the Committee deems appropriate. The valuation shall
be accomplished in a manner that complies with Code Section 409A and shall be consistently
applied to Incentives under the Plan.


          9.16 Definition of Grant Date. For purposes of this Plan, the “Grant Date” of an
Incentive shall be the date on which the Committee approved the award or, if later, the date
established by the Committee as the date of grant of the Incentive.


          9.17 Compliance with Code Section 409A. The Plan and the agreement for each
Incentive shall be interpreted and administered so as to be exempt from the requirements of
Code Section 409A or to comply with such requirements. Notwithstanding the foregoing,
Incentives may be awarded or amended in a manner that does not comply with Code Section 409A,
but only if and to the extent that the Committee specifically provides in written resolutions
that the Incentive or amendment is not intended to comply with Code Section 409A.


          9.18 Prior Plan. Notwithstanding the adoption of this Plan by the Board of
Directors and its approval by the shareholders, the Company’s 2000 Stock Option and
Compensation Plan, as it has been amended from time to time (the “Prior Plan”), shall remain
in effect, and all grants and awards made under the Prior Plan shall be governed by the terms
of the Prior Plan. From and after the date of shareholder approval of this Plan, no further
grants and awards shall be made under the Prior Plan.


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