exv4w1






Exhibit 4.1




MERCER INTERNATIONAL INC.




2010 Stock Incentive Plan




ARTICLE 1


ESTABLISHMENT, PURPOSE, EFFECTIVE DATE AND EXPIRATION DATE



1.1      Establishment.   Subject to the approval of the shareholders of Mercer International Inc., a
Washington State corporation (the “Company”), the Company has established the Mercer International
Inc. 2010 Stock Incentive Plan (the “Plan”). The Board intends that the Plan will replace the
Mercer International Inc. 2004 Stock Incentive Plan and any plans emanating or deriving therefrom
(collectively the “Prior Plan”); provided, however, that the Prior Plan will govern prior awards
until all awards granted under the Prior Plan have been exercised, forfeited, canceled, expired or
otherwise terminated in accordance with the terms thereof. The Plan permits the grant of Options,
Restricted Stock Rights, Restricted Stock, Performance Shares, Performance Share Units and Stock
Appreciation Rights. The Plan also permits the grant of awards that qualify for the
“performance-based compensation” exception to the limitations on the deduction of compensation
imposed by Section 162(m) of the Code.


1.2      Purpose.   The purpose of the Plan is to promote the long-term success of the Company and the
creation of stockholder value by (a) encouraging Employees, officers, Consultants and non-Employee
Directors to focus on critical long-range objectives, (b) encouraging the attraction and retention
of qualified Employees, officers, Consultants and non-Employee Directors and (c) linking such
person directly to stockholder interests through increased stock ownership. The Plan is further
intended to provide flexibility to the Company in its ability to attract, retain and motivate
individuals upon whose judgment, interest and special effort the successful conduct of the
Company’s operation is largely dependent.


1.3      Effective Date.   The Plan is effective as of the date it is approved by the Company’s
shareholders at its 2010 Annual Shareholders’ Meeting (the “Meeting”) expected to be held on June
1, 2010 (the “Effective Date”). The Plan shall become effective upon approval by a simple majority
of votes cast at the Meeting. The Prior Plan will remain in effect until this Plan document is
approved by the shareholders.


1.4      Expiration Date. The Plan will expire on, and no Award may be granted under the Plan after, the
tenth (10) anniversary of the Effective Date unless the shareholders of the Company vote to approve
an extension of the Plan prior to such expiration date. Any Awards that are outstanding on the
tenth anniversary of the Effective Date (or such later expiration date as approved by the Company’s
shareholders) shall remain in force according to the terms of the Plan and the applicable Award
Agreement.



ARTICLE 2

DEFINITIONS



2.1      Definitions.   When a word or phrase appears in this Plan document with the initial letter
capitalized, and the word or phrase does not commence a sentence, the word or phrase will generally
be given the meaning ascribed to it in this Section 2.1 unless a clearly different meaning is
required by the context. The following words and phrases will have the following meanings:




	(a)	 	“Affiliate” means any entity other than a Subsidiary, if the Company and/or one of more
Subsidiaries own not less than 50% of such entity.






	(b)	 	“Annual Meeting” means the regular annual meeting of the Company’s stockholders.






	(c)	 	“Annual Meeting Date” means the dates established for the annual meetings of the Company’s
shareholders pursuant to the Company’s Bylaws.






	(d)	 	“Award” means any Option, Restricted Stock Right, Restricted Stock, Performance Share,
Performance Share Unit or Stock Appreciation Right granted pursuant to the Plan.





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	(e)	 	“Award Agreement” means any written agreement or other document evidencing an Award.







	(f)	 	“Board” means the Board of Directors of the Company, as constituted from time to time.






	(g)	 	“Cause” means a determination by the Committee that a Participant (i) has been convicted of,
or entered a plea of nolo contendere to, a crime that constitutes a felony (or equivalent)
under federal, state or provincial law, (ii) has engaged in willful gross misconduct in the
performance of a Participant’s duties to the Company or an Affiliate, (iii) has committed a
material breach of any written agreement with the Company or any Affiliate with respect to
confidentiality, noncompetition, nonsolicitation or similar restrictive covenant, or (iv) has
engaged in any other conduct which would constitute “cause” under any applicable laws,
provided that, in the event that a Participant is a party to an employment agreement with the
Company or any Affiliate that defines a termination on account of “Cause” (or a term having
similar meaning), such definition shall apply as the definition of a termination on account of
“Cause” for such Participant for the purposes hereof.






	(h)	 	“Chief Executive Officer” or “CEO” means the Chief Executive Officer of the Company.






	(i)	 	“Change in Control” means the occurrence of any of the following events:






	 	(i)	 	Any “person” (as defined below) who by the acquisition or aggregation of
securities, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Company representing 50% or
more of the combined voting power of the Company’s then outstanding securities
ordinarily (and apart from rights accruing under special circumstances) having the
right to vote at elections of directors (the “Base Capital Stock”); except that any
change in the relative beneficial ownership of the Company’s securities by any person
resulting solely from a reduction in the aggregate number of outstanding shares of Base
Capital Stock, and any decrease thereafter in such person’s ownership of securities,
shall be disregarded until such person increases in any manner, directly or indirectly,
such person’s beneficial ownership of any securities of the Company; or






	 	(ii)	 	The consummation of a merger or consolidation of the Company with or into
another entity or any other corporate reorganization, if persons who were not
stockholders of the Company immediately prior to such merger, consolidation or other
reorganization own immediately after such merger, consolidation or other reorganization
50% or more of the voting power of the outstanding securities of each of (A) the
continuing or surviving entity and (B) any direct or indirect parent corporation of
such continuing or surviving entity; or






	 	(iii)	 	The sale, transfer or other disposition of all or substantially all of the
Company’s assets.






For purposes of this subsection (i), the term “person” shall have the same meaning as when
used in Sections 13(d) and 14(d) of the Exchange Act but shall exclude: (1) a trustee or
other fiduciary holding securities under an employee benefit plan maintained by the Company
or a Parent or Subsidiary; and (2) a corporation owned directly or indirectly by the
stockholders of the Company in substantially the same proportions as their ownership of the
Stock.




Any other provision of this Section 2.1(i) notwithstanding, a transaction shall not
constitute a Change in Control if its sole purpose is to change the state or jurisdiction of
the Company’s incorporation. The transfer of stock or assets of the Company in connection
with a bankruptcy filing by or against the Company under Title 11 of the United States Code
will not be considered to be a Change of Control for purposes of this Plan.




	(j)	 	“Code” means the Internal Revenue Code of 1986, as amended. All references to the Code shall
be interpreted to include a reference to any applicable regulations, rulings or other official
guidance promulgated pursuant to such section of the Code.





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	(k)	 	“Committee” means the Company’s Compensation and Human Resources Committee or any such
committee as may be designated by the Board to administer the Plan, provided that at all times
the membership of such committee shall not be less than two (2) members of the Board and each
Committee member must be: (i) a
“non-employee director” (as defined in Rule 16b-3 under the Exchange Act) if required to
meet the conditions of exemption for the Awards under the Plan from Section 16(b) of the
Exchange Act; (ii) an “outside director” as defined in Section 162(m) of the Code and the
regulations issued thereunder; and (iii) an “independent director” as defined by the NASDAQ
Global Market (or any successor or replacement thereof) so long as the Company’s Stock is
quoted or listed thereon.






	(l)	 	“Company” means Mercer International Inc., or any successor as provided in Section 19.9.






	(m)	 	“Constructive Termination” means the Termination of Employment by a Participant within sixty
(60) days following the occurrence of any one or more of the following events without the
Participant’s written consent (i) any one or more of a reduction in position, title (for Vice
Presidents or above), overall responsibilities, level of authority, level of reporting (for
Vice Presidents or above), base compensation, annual incentive compensation opportunity,
aggregate employee benefits or (ii) a requirement that the Participant’s location of
employment be relocated by more than fifty (50) miles, provided that, in the event that a
Participant is a party to an employment agreement with the Company or any Affiliate (or a
successor entity) that defines a termination on account of “Constructive Termination”, “Good
Reason” or “Breach of Agreement” (or a term having a similar meaning), such definition shall
apply as the definition of “Constructive Termination” for purposes of this Plan in respect of
such Participant only. A Constructive Termination shall be communicated by written notice to
the Committee, and shall be deemed to occur on the date such notice is delivered to the
Committee, unless the circumstances giving rise to the Constructive Termination are cured
within five (5) business days of such notice.






	(n)	 	“Consultant” means a consultant or adviser who provides services to the Company or an
Affiliate as an independent contractor and not as an Employee; provided however that a
Consultant may become Participant pursuant to this Plan only if he or she (i) is a natural
person and (ii) provides bona fide services to the Company or an Affiliate.






	(o)	 	“Covered Employee” means an Employee who is, or could be, a “covered employee” as defined by
Section 162(m) of the Code.






	(p)	 	“Director” means a member of the Board.






	(q)	 	“Disability” means the inability of a Participant to engage in any substantially gainful
activity by reason of any medically determinable physical or mental impairment that can be
expected to result in death or which has lasted or can be expected to last for a continuous
period of not less than twelve (12) months. The permanence and degree of impairment shall be
supported by medical evidence.






	(r)	 	“Effective Date” means the date on which the shareholders of the Company approve the Plan as
described in Section 1.3.






	(s)	 	“Employee” means a common-law employee of the Company or an Affiliate.






	(t)	 	“ERISA” means the Employee Retirement Income Security Act of 1974, as amended. All references
to a section of ERISA shall be interpreted to include a reference to any applicable
regulations, rulings or other official guidance promulgated pursuant to such section of ERISA.






	(u)	 	“Exchange Act” means the Securities Exchange Act of 1934, as amended.






	(v)	 	“Fair Market Value” means the market price of one share of Stock, determined by the Committee
as follows:






	 	(i)	 	If the Stock was traded on the NASDAQ Global Market, then the Fair Market Value
shall be equal to the last reported sale price quoted for such date by the NASDAQ
Global Market;





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	 	(ii)	 	If the Stock was traded on a United States stock exchange or the Toronto Stock
Exchange on the date in question, then the Fair Market Value shall be equal to the
closing price reported for such date by the applicable composite-transactions report;






	 	(iii)	 	If the Stock was traded over-the-counter on the date in question but was not
traded on the NASDAQ Global Market, then the Fair Market Value shall be equal to the
last transaction price quoted for such date by the OTC Bulletin Board or, if not so
quoted, shall be equal to the mean between the last reported representative bid and
asked prices quoted for such date by the principal automated inter-dealer quotation
system on which the Stock is quoted or, if the Stock is not quoted on any such system,
by the “Pink Sheets” published by the National Quotation Bureau, Inc.; or






	 	(iv)	 	If none of the foregoing provisions is applicable, then the Fair Market Value
shall be determined by the Committee in good faith on such basis as it deems
appropriate.






In all cases, the determination of Fair Market Value by the Committee shall be conclusive
and binding on all persons.




	(w)	 	“Grant Date” means the date the Committee approves the Award or a date in the future on which
the Committee determines the Award will become effective.






	(x)	 	“Incentive Stock Option” means an Option that is intended to meet the requirements of Section
422 of the Code or any successor provision thereto.






	(y)	 	“Lead Director” means a non-Employee Director elected by members of the Board to provide
leadership to non-Employee Directors.






	(z)	 	“Non-Qualified Stock Option” means an Option that is not intended to be an Incentive Stock
Option.






	(aa)	 	“Option” means the right to purchase Stock at a stated price for a specified period of time.
An Option may either be an Incentive Stock Option or a Non-Qualified Stock Option.






	(bb)	 	“Optionee” means an individual or estate which holds an Option or SAR.






	(cc)	 	“Parent” shall mean any corporation (other than the Company) in an unbroken chain of
corporations ending with the Company, if each of the corporations other than the Company owns
stock possessing 50% or more of the total combined voting power of all classes of stock in one
of the other corporations in such chain. A corporation that attains the status of a Parent on
a date after the adoption of the Plan shall be a Parent commencing as of such date.






	(dd)	 	“Participant” means an individual who, as an Employee, officer or non-Employee Director of,
or Consultant to, the Company, or any Affiliate, has been granted an Award under the Plan.






	(ee)	 	“Performance-Based Award” means an Award granted to select Covered Employees pursuant to
Articles 7, 8 and 9 that is subject to the terms and conditions set forth in Article 10. All
Performance-Based Awards are intended to qualify as “performance-based compensation” exempt
from the deduction limitations imposed by Section 162(m) of the Code.






	(ff)	 	“Performance Criteria” means the criteria or any combination of criteria, that the Committee
selects for the purposes of establishing, the Performance Goal or Performance Goals for a
Participant during a Performance Period. The Performance Criteria that will be used to
establish Performance Goals are limited to the following: revenue; revenue growth; earnings
(including earnings before interest, taxes, depreciation and amortization “EBITDA” or
variations thereof); EBITDA per tonne of production; operating income; operating margin; pre-
and after-tax income; cash flow; cash flow per share; net earnings; earnings per share; return
on equity; return on capital (including return on total capital or return on invested
capital); return on investment; return on assets or net assets; economic value added; share
price performance; total shareholder return; improvement in or attainment of expense levels;
cost containment or reduction;





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improvement in or attainment of working capital levels; budget
achievement; production costs; project milestones; operating efficiency; debt; dividends;
improvement in or attainment of objective corporate governance goals; contract awards; and
attainment of health and safety goals (including environmental health and safety goals). The
Committee shall, within the time prescribed by Section 162(m) of the Code,
define in an objective fashion the manner of calculating the Performance Criteria it selects
to use for a particular Performance Period for a particular Participant.




	(gg)	 	“Performance Goals” means the goal or goals established in writing by the Committee for a
Performance Period based on the Performance Criteria. Depending on the Performance Criteria
used to establish Performance Goals, the Performance Goals may be expressed in terms of
overall Company performance, or the performance of a division, Affiliate, or an individual.
The Performance Goals may be stated in terms of absolute levels or relative to another company
or companies or to an index or indices.






	(hh)	 	“Performance Period” means one or more periods of time, which may be of varying and
overlapping durations, as the Committee may select, over which the attainment of one or more
Performance Goals will be measured for the purpose of determining a Participant’s right to,
and the payment of, a Performance-Based Award.






	(ii)	 	“Performance Share” means a right granted to a Participant to receive a payment in the form
of Stock, the payment of which is contingent upon achieving certain Performance Goals
established by the Committee.






	(jj)	 	“Performance Share Unit” means a right granted to a Participant to receive a payment in the
form of Stock, cash, or a combination thereof, the payment of which is contingent upon
achieving certain Performance Goals established by the Committee.






	(kk)	 	“Plan” means this Mercer International Inc. 2010 Stock Incentive Plan.






	(ll)	 	“Restricted Period” means the period during which Restricted Stock, Restricted Stock Rights,
Performance Shares, or Performance Share Units are subject to restrictions pursuant to the
provisions of the Plan or an Award Agreement.






	(mm)	 	“Restricted Stock” means Stock granted to a Participant pursuant to Article 7 that is subject
to certain restrictions and to the risk of forfeiture.






	(nn)	 	“Restricted Stock Agreement” means the agreement between the Company and the recipient of
Restricted Stock which contains the terms, conditions and restrictions pertaining to such
Restricted Stock.






	(oo)	 	“Restricted Stock Award” means an award of Restricted Stock.






	(pp)	 	“Restricted Stock Right” means the right granted to a Participant pursuant to Article 7 to
receive cash or Stock in the future, the payment of which is subject to certain restrictions
and to the risk of forfeiture.






	(qq)	 	“Separation from Service” means either: (i) the termination of a Participant’s employment
with the Company and all Affiliates due to death, retirement or other reasons; or (ii) a
permanent reduction in the level of bona fide services the Participant provides to the Company
and all Affiliates to an amount that is 20% or less of the average level of bona fide services
the Participant provided to the Company and all Affiliates in the immediately preceding 36
months, with the level of bona fide service calculated in accordance with Treasury Regulation
Section 1.409A-1(h)(1)(ii).
	 
	 	 	Solely for purposes of determining whether a Participant has a “Separation from Service”, a
Participant’s employment relationship is treated as continuing while the Participant is on
sick leave, or other bona fide leave of absence (if the period of such leave does not exceed
six months, or if longer, so long as the Participant’s right to reemployment with the
Company or an Affiliate is provided either by statute or contract).





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	 	 	If the Participant’s period of leave exceeds six months and the Participant’s right to
reemployment is not provided either by statute or by contract, the employment relationship
is deemed to terminate on the first day immediately following the expiration of such
six-month period. Whether a Termination of Employment has occurred will be determined based
on all of the facts and circumstances and in accordance with regulations issued by the
United States Treasury Department pursuant to Section 409A of the Code.
	 
	 	 	In the case of a non-Employee Director, Separation from Service means that such Director has
ceased to be a member of the Board.
	 
	(rr)	 	“Specified Employee” means certain officers and highly compensated Employees of the Company
as defined in Treasury Regulation Section 1.409A-1(i). The identification date for determining
whether any Employee is a Specified Employee during any calendar year shall be the September 1
preceding the commencement of such calendar year.






	(ss)	 	“Stock” means the Common Stock of the Company.






	(tt)	 	“Stock Appreciation Right” or “SAR” means the right to receive a payment equal to the excess
of the Fair Market Value of one share of Stock on the date of exercise of the SAR over the
grant price of the SAR as determined pursuant to Article 9 and the applicable Award Agreement.






	(uu)	 	“Subsidiary” shall mean any corporation, if the Company and/or one or more other Subsidiaries
own not less than 50% of the total combined voting power of all classes of outstanding stock
of such corporation. A corporation that attains the status of a Subsidiary on a date after the
adoption of the Plan shall be considered a Subsidiary commencing as of such date.






	(vv)	 	“Termination of Employment” means: (i) in the context of an Award that is subject to the
requirements of Section 409A of the Code, a “Separation from Service”; and (ii) in the case of
any other Award, “Termination of Employment” will be given its natural meaning.






	(ww)	 	“Triggering Event” means (i) the Termination of Employment of a Participant by the Company or
an Affiliate (or any successor thereof) other than on account of death, Disability or Cause,
(ii) the occurrence of a Constructive Termination or (iii) any failure by the Company (or a
successor entity) to assume, replace, convert or otherwise continue any Award in connection
with the Change in Control (or another corporate transaction or other change effecting the
shares of Stock) on the same terms and conditions as applied immediately prior to such
transaction, except for equitable adjustments to reflect changes in Stock pursuant to Section
5.3 of the Plan.




2.2      Gender and Number.   Except when otherwise indicated by the context, words in the masculine
gender when used in this Plan document will include the feminine gender, the singular includes the
plural, and the plural includes the singular.



ARTICLE 3

ELIGIBILITY AND PARTICIPATION



3.1      General Eligibility.   Awards may be made only to those Participants who are Employees, officers,
Consultants to and non-Employee Directors of the Company on the Grant Date of the Award.


3.2      Actual Participation.   Subject to the provisions of the Plan, the Committee may, from time to
time, select from among all eligible individuals, those to whom Awards will be granted and will
determine the nature and amount of each Award.



ARTICLE 4

ADMINISTRATION



4.1      Administration by the Committee.   The Committee shall be responsible for the administration of
the Plan. The Committee, by majority action thereof, is authorized to interpret the Plan, to
prescribe, amend, and rescind rules and regulations relating to the Plan, to provide for conditions
and assurances deemed necessary or advisable to protect the interests of the Company, and to make
all other determinations necessary for the administration of the Plan, but only to the extent not
contrary to the express provisions of the Plan. Determinations, interpretations, or other actions
made or taken by the Committee in good faith pursuant to the provisions of the Plan shall be final,
binding and conclusive for all purposes of the Plan.



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4.2      Authority of the Committee.   The Committee shall have the authority, in its sole discretion, to
determine the Participants who: (i) are entitled to receive Awards under the Plan; (ii) the types
of Awards; (iii) the times when Awards shall be granted; (iv) the number of Awards; (v) the
purchase price or exercise price, if any; (vi) the period(s) during which such Awards shall be
exercisable (whether in whole or in part); (vii) the restrictions applicable to Awards; (viii) the
form of each Award Agreement, which need not be the same for each Participant, (ix) the other terms
and provisions of any Award (which need not be identical); and (x) the schedule for lapse of
forfeiture restrictions or restrictions in exercisability of an Award and accelerations or waivers
thereof, based in each case on such considerations as the Committee in its sole discretion
determines. The Committee shall have the authority to modify existing Awards, subject to Article 16
of this Plan. Notwithstanding the foregoing, the Committee will not have the authority to
accelerate the vesting or waive the forfeiture of any Performance-Based Awards other than as
provided in an Award Agreement or to reprice any previously granted Option.


4.3      Award Agreement.   Each Award shall be evidenced by an Award Agreement that shall specify the
type of Award granted and such other provisions and restrictions applicable to such Award as the
Committee, in its discretion, shall determine.


4.4      Decisions Binding.   The Committee shall have the authority to interpret the Plan and subject to
the provisions of the Plan, any Award Agreement, and all decisions and determinations by the
Committee with respect to the Plan are final, binding and conclusive on all parties. No member of
the Committee shall be liable for any action or determination made in good faith with respect to
the Plan or any Award granted under the Plan.



ARTICLE 5

STOCK SUBJECT TO THE PLAN



5.1      Number of Shares.   Subject to adjustment provided in Section 5.3, the total number of shares of
Stock subject to all Awards under the Plan shall be two million (2,000,000), plus the number of
shares of Stock remaining available for grant pursuant to the Prior Plan as of the Effective Date.
Notwithstanding the above, the maximum number of shares of Stock that may be issued as Incentive
Stock Options under the Plan shall be five hundred thousand (500,000). The shares of Stock to be
delivered under the Plan may consist, in whole or in part, of authorized but unissued Stock or
shares purchased on the open market or treasury Stock not reserved for any other purpose.


5.2      Availability of Stock for Grant.   Subject to the express provisions of the Plan, if any Award
granted under the Plan terminates, expires, lapses for any reason, or is paid in cash, any Stock
subject to or surrendered for such Award will again be Stock available for the grant of an Award.
The exercise of a stock-settled SAR or broker-assisted “cashless” exercise of an Option (or a
portion thereof) will reduce the number of shares of Stock available for issuance pursuant to
Section 5.1 by the entire number of shares of Stock subject to that SAR or Option (or applicable
portion thereof), even though a smaller number of shares of Stock will be issued upon such an
exercise. Also, shares of Stock tendered to pay the exercise price of an Option or tendered or
withheld to satisfy a tax withholding obligation arising in connection with an Award will not
become available for grant or sale under the Plan.


5.3      Adjustment in Capitalization.   In the event of any change in the outstanding shares of Stock by
reason of a Stock dividend (other than in the ordinary course) or split, recapitalization, merger,
consolidation, combination, reorganization, exchange of shares, or other similar corporate change,
the aggregate number of shares of Stock available under the Plan and subject to each outstanding
Award, and its stated exercise price or the basis upon which the Award is measured, shall be
adjusted appropriately by the Committee, whose determination shall be conclusive; provided,
however, that fractional shares shall be rounded to the nearest whole share. Moreover, in the event
of such transaction or event, the Committee, in its sole discretion, may provide in substitution
for any or all outstanding Awards under the Plan such alternative consideration (including cash) as
it, in good faith, may determine to be equitable under the circumstances and may require in
connection therewith the surrender of all Awards so replaced. Any adjustment to an Incentive Stock
Option shall be made consistent with the requirements of Section 424 of the Code. Further, with
respect to any Option or Stock Appreciation Right that otherwise satisfies the requirements of the
stock rights exception to Section 409A of the Code, any adjustment pursuant to this Section 5.3
shall be made consistent with the requirements of the final regulations promulgated pursuant to
Section 409A of the Code.



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5.4      Annual Limitation on Number of Shares of Stock Subject to Awards.   Notwithstanding any provision
in this Plan document to the contrary, and subject to adjustment upon the occurrence of any of the
events indicated in Section 5.3, the maximum number of shares of Stock that may be granted to any
one Participant, who is a Covered Employee, during any of the Company’s fiscal years with respect
to one or more Awards shall be two hundred fifty thousand (250,000) except that grants to a
Participant in the fiscal year in which his or her service first commences shall not relate to more
than three hundred thousand (300,000) shares of Stock.



ARTICLE 6

STOCK OPTIONS



6.1      Grant of Options.   Subject to the provisions of Article 5 and this Article 6, the Committee, at
any time and from time to time, may grant Options to such Participants and in such amounts as it
shall determine.




	(a)	 	Exercise Price.   No Option shall be granted at an exercise price that is less than the Fair
Market Value of one share of Stock on the Grant Date.






	(b)	 	Time and Conditions of Exercise.   The Committee shall determine the time or times at which an
Option may be exercised in whole or in part provided that the term of any Option granted under
the Plan shall not exceed ten years. The Committee shall also determine the performance or
other conditions, if any, that must be satisfied before all or part of an Option may be
exercised.






	(c)	 	Payment.   The Committee shall determine the methods by which the exercise price of an Option
may be paid, the form of payment, including, without limitation, cash, promissory note, shares
of Stock held for longer than six months (through actual tender or by attestation), any
net-issuance arrangement or other property acceptable to the Committee (including
broker-assisted “cashless exercise” arrangements), and the methods by which shares of Stock
shall be delivered or deemed to be delivered to Participants.






	(d)	 	Evidence of Grant.   All Options shall be evidenced by a written Award Agreement. The Award
Agreement shall reflect the Committee’s determinations regarding the exercise price, time and
conditions of exercise, and forms of payment for the Option and such additional provisions as
may be specified by the Committee.






	(e)	 	No Repricing of Options.   The Committee shall not reprice any Options previously granted under
the Plan.




6.2      Incentive Stock Options.   Incentive Stock Options shall be granted only to Participants who are
Employees and the terms of any Incentive Stock Options granted pursuant to the Plan must comply
with the following additional provisions of this Section 6.2:




	(a)	 	Exercise Price.   Subject to Section 6.2(e), the exercise price per share of Stock shall be set
by the Committee, provided that the exercise price for any Incentive Stock Option may not be
less than the Fair Market Value as of the date of the grant.






	(b)	 	Exercise.   In no event may any Incentive Stock Option be exercisable for more than ten years
from the date of its grant.






	(c)	 	Lapse of Option.   An Incentive Stock Option shall lapse in the following circumstances:






	 	(i)	 	The Incentive Stock Option shall lapse ten years from the date it is granted,
unless an earlier time is set in the Award Agreement.






	 	(ii)	 	The Incentive Stock Option shall lapse 90 days following the effective date of
the Participant’s Termination of Employment for any reason other than the Participant’s
death or Disability, unless otherwise provided in the Award Agreement.





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	 	(iii)	 	If the Participant has a Termination of Employment on account of Disability or
death before the Option lapses pursuant to paragraph (i) or (ii) above, the Incentive
Stock Option shall lapse, unless it is previously exercised, on the earlier of (a) the
scheduled expiration date of the Option; or (b) 6 months after the date of the
Participant’s Termination of Employment on account of Disability or
death. Upon the Participant’s Disability or death, any Incentive Stock Options
exercisable at the Participant’s Disability or death may be exercised by the
Participant’s legal representative or representatives, by the person or persons
entitled to do so pursuant to the Participant’s last will and testament, or, if the
Participant fails to make testamentary disposition of such Incentive Stock Option or
dies intestate, by the person or persons entitled to receive the incentive Stock
Option pursuant to the applicable laws of descent and distribution.






	(d)	 	Individual Dollar Limitation.   The aggregate Fair Market Value (determined as of the time an
Award is made) of all shares of Stock with respect to which Incentive Stock Options are first
exercisable by a Participant in any calendar year may not exceed $400,000 or such other
limitation as imposed by Section 422(d) of the Code, or any successor provision. To the extent
that Incentive Stock Options are first exercisable by a Participant in excess of such
limitation, the excess shall be considered Non-Qualified Stock Options.






	(e)	 	Ten Percent Owners.   An Incentive Stock Option shall not be granted to any individual who, at
the Grant Date, owns stock possessing more than ten percent of the total combined voting power
of all classes of Stock of the Company unless such Option is granted at a price that is not
less than 110% of Fair Market Value on the Grant Date and the Option is exercisable for no
more than five years from the Grant Date.






	(f)	 	Right to Exercise.   Except as provided in Section 6.2(c)(iii), during a Participant’s
lifetime, an Incentive Stock Option may be exercised only by the Participant.





ARTICLE 7

RESTRICTED STOCK RIGHTS AND RESTRICTED STOCK



7.1      Grant of Restricted Stock Rights and Restricted Stock.   Subject to the provisions of Article 5
and this Article 7, the Committee, at any time and from time to time, may grant Restricted Stock
Rights or Restricted Stock to such Participants and in such amounts as it shall determine.


7.2      Restricted Stock Rights.




	(a)	 	Voting Rights.   During the Restricted Period, Participants holding the Restricted Stock Rights
granted hereunder shall have no voting rights or rights to dividends with respect to the shares
of Stock subject to such Restricted Stock Rights prior to the issuance of such shares
of Stock pursuant to the Plan.






	(b)	 	Form and Timing of Payment.   Payment for any vested Restricted Stock Rights Award issued
pursuant to this Article 7 shall be made in one lump sum payment of shares of Stock, cash or a
combination thereof, equal to the Fair Market Value (determined as of a specified date) of a
specified number of shares of Stock. As a general rule, the shares of Stock payable under any
Restrict Stock Rights Award shall be made on or before March 15 of the calendar year following
the calendar year in which the Restricted Stock Rights vest in accordance with the “short-term
deferral” exception to Section 409A as set forth in Treasury Regulation Section
1.409A-1(b)(4).




7.3      Grant of Restricted Stock.




	(a)	 	Issuance and Restrictions.   Restricted Stock shall be subject to such restrictions on
transferability and other restrictions as the Committee may impose (including, without
limitation, limitations on the right to vote, and dividends on, Restricted Stock). These
restrictions may lapse separately or in combination at such times and pursuant to such
circumstances, as the Committee determines at the time of the grant of the Award or
thereafter.





9









 









	(b)	 	Restricted Stock Agreement.   Each grant of Restricted Stock under the Plan shall be evidenced
by a Restricted Stock Agreement between the recipient and the Company. Such shares of
Restricted Stock shall be subject to all applicable terms of the Plan and may be subject to
any other terms that are not inconsistent with the Plan. The provisions of the various
Restricted Stock Agreements entered into under the Plan need not be identical.






	(c)	 	Payment for Awards.   Subject to the following sentence, Restricted Stock may be sold or
awarded under the Plan for such consideration as the Committee may determine, including
(without limitation) cash, cash equivalents, past services and future services. To the extent
that an Award consists of newly issued shares of Restricted Stock, the Award recipient shall
furnish consideration with a value not less than the par value of such Restricted Stock in the
form of cash, cash equivalents, Stock or past services rendered to the Company (or a Parent or
Subsidiary), as the Committee may determine.






	(d)	 	Vesting.   Each Award of Restricted Stock may or may not be subject to vesting. Vesting shall
occur, in full or in installments, upon satisfaction of the conditions specified in the
Restricted Stock Agreement. A Restricted Stock Agreement may provide for accelerated vesting
in the event of the Participant’s death, Disability or retirement or other events. The
Committee may determine, at the time of granting shares of Restricted Stock or thereafter,
that all or part of such Restricted Stock shall become vested in the event of a Change in
Control.






	(e)	 	Voting and Dividend Rights.   Subject to the terms and restrictions of any Restricted Stock
Agreement, the holders of Restricted Stock awarded under the Plan shall have the same voting,
dividend and other rights as the Company’s other stockholders.






	(f)	 	Restrictions on Transfer of Restricted Stock.   Restricted Stock shall be subject to such
rights of repurchase, rights of first refusal or other restrictions as the Committee may
determine. Such restrictions shall be set forth in the applicable Restricted Stock Agreement
and shall apply in addition to any general restrictions that may apply to all holders of
Restricted Stock.






	(g)	 	Forfeiture.   Except as otherwise determined by the Committee at the time of the grant of the
Restricted Stock Award in a Restricted Stock Agreement or thereafter, upon Termination of
Employment or the failure to satisfy one or more performance criteria during the applicable
Restriction Period, Restricted Stock that is at that time subject to restrictions shall be
forfeited.






	(h)	 	Certificates for Restricted Stock.   Restricted Stock granted pursuant to the Plan may be
evidenced in such manner as the Committee shall determine. If certificates representing shares
of Restricted Stock are registered in the name of the Participant, the certificates must bear
an appropriate legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company may, in its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.





ARTICLE 8

PERFORMANCE SHARES AND PERFORMANCE SHARE UNITS



8.1      Grant of Performance Shares or Performance Share Units.   Subject to the provisions of Article 5
and this Article 8, Performance Shares or Performance Share Units may be granted to Participants at
any time and from time to time as shall be determined by the Committee. The Committee shall have
complete discretion in determining the number of Performance Shares or Performance Share Units
granted to each Participant.


8.2      Value of Performance Shares or Performance Share Units.   Each Performance Share and each
Performance Share Unit shall have a value determined by the Committee at the time of grant. The
Committee shall set goals (including Performance Goals) for a particular period (including a
Performance Period) in its discretion which, depending on the extent to which the goals are met,
will determine the ultimate value of the Performance Share or Performance Share Units to the
Participant.


8.3      Form and Timing of Payment.   Payment for vested Performance Shares shall be made in Stock.
Payments for vested Performance Share Units shall be made in cash, Stock or a combination thereof
as determined by the Committee. All payments for Performance Shares and Performance Share Units
shall be made in a lump sum. As a general rule, payment for Performance Shares or Performance Share
Units shall be made on or before March 15 of the calendar year following the calendar year in which
the right to the payment of the Performance Shares or Performance Share Units arises in accordance
with the “short-term deferral” exception to Section 409A as set forth in Treasury Regulation
Section 1.409A-1(b)(4).



10









 








ARTICLE 9

STOCK APPRECIATION RIGHTS



9.1      Grant of Stock Appreciation Rights.   Subject to the provisions of Article 5 and this Article 9,
Stock Appreciation Rights (“SARs”) may be granted to Participants at any time and from time to time
as shall be determined by the Committee. SARs may be granted in connection with the grant of an
Option, in which case the exercise of SARs will result in the surrender of the right to purchase
the shares under the Option as to which the SARs were exercised. When SARs are granted in
connection with the grant of an Incentive Stock Option, the SARs shall have such terms and
conditions as shall be required by Section 422 of the Code. Alternatively, SARs may be granted
independently of Options.


9.2      Exercisability of SARs.   SARs granted under the Plan shall be exercisable at such times and be
subject to such restrictions and conditions as the Committee shall in each instance approve, which
need not be the same for all Participants; provided, however, that no SAR shall be exercisable
later than ten (10) years from the Grant Date.


9.3      Exercise of SARs.   Upon exercise of the SAR or at a fixed date after all or part of the SAR
becomes exercisable, the Participant shall be entitled to receive payment of an amount determined
by multiplying (a) the difference, if any, of the Fair Market Value of a share of Stock on the date
of exercise over the price of the SAR fixed by the Committee at the Grant Date, which shall not be
less than the Fair Market Value of a share of Stock at the Grant Date, by (b) the number of shares
of Stock with respect to which the SAR is exercised.


9.4      Form and Timing of Payment.   Payment for SARs shall be made in Stock and shall be payable at the
time specified in the Award Agreement for such SARs.



ARTICLE 10

PERFORMANCE-BASED AWARDS



10.1      Grant of Performance-Based Awards.   Options granted to Covered Employees pursuant to Article 6
and SARs granted to Covered Employees pursuant to Article 9 should, by their terms, qualify for the
“performance-based compensation” exception to the deduction limitations of Section 162(m) of the
Code. The Committee, in the exercise of its complete discretion, also may choose to qualify some or
all of the Restricted Stock Rights or Restricted Stock Awards granted to Covered Employees pursuant
to Article 7 and/or some or all of the Performance Shares or Performance Share Units granted to
Covered Employees pursuant to Article 8 for the “performance-based compensation” exception to the
deduction limitations of Section 162(m) of the Code. If the Committee, in its discretion, decides
that a particular Award to a Covered Employee should qualify as “performance-based compensation,”
the Committee will grant a Performance-Based Award to the Covered Employee and the provisions of
this Article 10 shall control over any contrary provision contained in Articles 7, 8 or 9. If the
Committee concludes that a particular Award to a Covered Employee should not be qualified as
“performance-based compensation,” the Committee may grant the Award without satisfying the
requirements of Section 162(m) of the Code and the provisions of this Article 10 shall not apply.


10.2      Applicability.   This Article 10 shall apply only to Awards to those Covered Employees selected
by the Committee to receive Performance-Based Awards. The designation of a Covered Employee as a
Participant for any Performance Period shall not in any manner entitle the Participant to receive a
Performance-Based Award for such Performance Period. Moreover, designation of a Covered Employee as
a Participant for a particular Performance Period shall not require designation of such Covered
Employee as a Participant for any subsequent Performance Period.


10.3      Committee Discretion with Respect to Performance-Based Awards.   With regard to a particular
Performance Period, the Committee shall have full discretion to select the length of the
Performance Period, the type of Performance-Based Awards to be issued, the kind and/or level of the
Performance Goal or Goals and whether the Performance Goal or Goals apply to the Company, an
Affiliate, or any division or business unit thereof or the Participant or any group of
Participants.



11









 







10.4      Establishment of Performance Goals.   The Performance Goals for any Performance-Based Award
granted pursuant to this Article 10 shall be established by the Committee in writing not later than
ninety (90) days after the commencement of the Performance Period for such Award; provided that (a)
the outcome must be substantially
uncertain at the time the Committee establishes the Performance Goals; and (b) in no event will the
Committee establish the Performance Goals for any Performance-Based Award after twenty-five percent
(25%) of the Performance Period for such Award has elapsed.


10.5      Performance Evaluation; Adjustment of Goals.   At the time that a Performance-Based Award is
first issued, the Committee, in the Award Agreement or in another written document, shall specify
whether performance will be evaluated including or excluding the effect of any of the following
events that occur during the Performance Period: (i) judgments entered or settlements reached in
litigation; (ii) the write down of assets; (iii) the impact of any reorganization or restructuring;
(iv) the impact of changes in tax laws, accounting principles, regulatory actions or other laws
affecting reported results; (v) extraordinary non-recurring items as described in Accounting
Principles Board Opinion No. 30 and/or in management’s discussion and analysis of financial
condition and results of operations appearing in the Company’s annual report to shareholders or
Annual Report on Form 10-K, as the case may be, for the applicable year; (vi) the impact of any
mergers, acquisitions, spin-offs or other divestitures; and (vii) foreign exchange gains and
losses.



     The inclusion or exclusion of the foregoing items shall be expressed in a form that satisfies
the requirements of Section 162(m) of the Code. The Committee, in its discretion, also may, within
the time prescribed by Section 162(m) of the Code, adjust or modify the calculation of Performance
Goals for such Performance Period in order to prevent the dilution or enlargement of the rights of
Participants: (i) in the event of, or in anticipation of, any unusual or extraordinary corporate
item, transaction, event, or development; or (ii) in recognition of, or in anticipation of, any
other unusual or nonrecurring events affecting the Company, or the financial statements of the
Company, or in response to, or in anticipation of, changes in applicable laws, regulations,
accounting principles, or business conditions.


10.6      Adjustment of Performance-Based Awards.   The Committee shall have the sole discretion to adjust
the determinations of the degree of attainment of the pre-established Performance Goals.
Notwithstanding any provision herein to the contrary, the Committee may not make any adjustment or
take any other action with respect to any Performance-Based Award that will increase the amount
payable under any such Award. The Committee shall retain the sole discretion to adjust
Performance-Based Awards downward or to otherwise reduce the amount payable with respect to any
Performance-Based Award.


10.7      Payment of Performance-Based Awards.   Unless otherwise provided in the relevant Award
Agreement, a Participant must be an Employee of the Company or an Affiliate on the day a
Performance-Based Award for such Performance Period is paid to the Participant. Furthermore, a
Participant shall be eligible to receive payment pursuant to a Performance-Based Award for a
Performance Period only if the Performance Goals for such Performance Period are achieved.


10.8      Certification by Committee.   Notwithstanding any provisions to the contrary, the payment of a
Performance-Based Award shall not occur until the Committee certifies, in writing, that the
pre-established Performance Goals and any other material terms and conditions precedent to such
payment have been satisfied.


10.9      Maximum Award Payable.   In accordance with Section 5.4, the maximum Performance-Based Award
payable to any one participant for a Performance Period shall not exceed the limitation set forth
in such section.



ARTICLE 11

AUTOMATIC RESTRICTED STOCK AWARD FOR NON-EMPLOYEE DIRECTORS



11.1      General.   Subject to the provisions of Article 5 and this Article 11, the Committee shall grant
to each individual who, on or after the Effective Date, first becomes a non-Employee Director, a
Restricted Stock Award for 5,000 shares of Restricted Stock.


11.2      Annual Restricted Stock Awards.   Within five (5) business days following the conclusion of each
Annual Meeting, commencing with the Annual Meeting approving the Plan, each non-Employee Director
who was not elected to the Board for the first time at such meeting and who will continue serving
as a member of the Board



12









 







thereafter shall receive a Restricted Stock Award of 8,000 shares of
Restricted Stock or 16,000 shares of Restricted Stock for a non-Employee Director serving as Lead
Director (subject to adjustment under Section 5.3), provided that such non-Employee Director has
served on the Board for at least six months.


11.3      Issuance and Restrictions.   The Restricted Stock granted pursuant to this Article 11 shall be
subject to such restrictions on transferability and other restrictions as the Committee may impose
(including, without limitation, limitations on the right to vote Restricted Stock). These
restrictions may lapse separately or in combination at such times and pursuant to such
circumstances, as the Committee determines at the time of the grant.


11.4      Lapse of Restrictions.   Except as otherwise determined by the Committee, the restrictions on
the Restricted Stock Awards granted under this Article 11 shall lapse on the first anniversary of
the Grant Date. Notwithstanding the foregoing and Article 12, all shares of Restricted Stock
granted under this Section 11.2 shall immediately vest upon a Change in Control.


11.5      Termination of Service.   If a non-Employee Director ceases to be a director of the Company for
any reason, the number of shares of Stock subject to any Restricted Stock Award granted under this
Article 11, the restrictions on which have not lapsed, shall expire on the date the non-Employee
Director ceases to be a director of the Company and shall be returned to the Company without any
consideration.


11.6      Certificates for Restricted Stock.   Restricted Stock granted pursuant to this Article 11 may be
evidenced in such manner as the Committee shall determine. If certificates representing shares of
Restricted Stock are registered in the name of the non-Employee Director, the certificates must
bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock, and the Company may, in its discretion, retain physical possession of the
certificate until such time as all applicable restrictions lapse.



ARTICLE 12

CHANGE IN CONTROL



12.1      Effect of Change in Control.   Other than as otherwise expressly provided in an Award Agreement
(in which case the terms of such Award Agreement will govern) and Article 11, notwithstanding any
other term or provision of this Plan, if a Triggering Event shall occur within the 12-month period
beginning with a Change in Control, then, effective immediately prior to such Triggering Event, (i)
each outstanding Option and Stock Appreciation Right, to the extent that it shall not otherwise
have become vested and exercisable, shall automatically become fully and immediately vested and
exercisable, without regard to any otherwise applicable vesting requirement, (ii) each share of
Restricted Stock or Restricted Stock Right shall become fully and immediately vested and all
forfeiture and transfer restrictions thereon shall lapse, and (iii) each outstanding Performance
Share or Performance Share Unit shall become immediately payable.


12.2      Board Discretion.   Except as otherwise provided in an Award Agreement, in this Plan or a
Participant’s employment or other agreement with the Company or an Affiliate, the Board has the
sole and absolute discretion to fully or partially vest and make exercisable any outstanding Award
upon the closing of a transaction that results in a Change in Control.



ARTICLE 13

NON-TRANSFERABILITY



13.1      General.   Unless otherwise determined by the Committee, no Award 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, until the termination of any Restricted Period or
Performance Period as determined by the Committee.


13.2      Beneficiary Designation.   Notwithstanding Section 13.1, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of the Participant and
to receive any distribution with respect to any Award upon the Participant’s death. A beneficiary,
legal guardian, legal representative, or other person claiming any rights pursuant to the Plan is
subject to all terms and conditions of the Plan and any Award Agreement applicable to the
Participant, except to the extent the Plan and Award Agreement otherwise provide, and to any
additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has
been



13









 







designated or survives the Participant, payment shall be made to the person entitled thereto
pursuant to the Participant’s will or the laws of descent and distribution. Subject to the
foregoing, a beneficiary designation may be changed or revoked by a Participant at any time
provided the change or revocation is provided to the Committee.


13.3      Stock Certificates.   Notwithstanding anything herein to the contrary, the Company shall not be
required to issue or deliver any certificates evidencing shares of Stock pursuant to the exercise
of any Award, unless and until the Committee has determined, with advice of counsel, that the
issuance and delivery of such certificates is in compliance with all applicable laws, regulations
of governmental authorities and, if applicable, the requirements of any exchange or quotation
system on which the shares of Stock are listed, quoted or traded. All Stock certificates delivered
pursuant to the Plan are subject to any stop-transfer orders and other restrictions as the
Committee deems necessary or advisable to comply with Federal, state, or foreign jurisdiction,
securities or other laws, rules and regulations and the rules of any national securities exchange
or automated quotation system on which the Stock is listed, quoted, or traded. The Committee may
place legends on any Stock certificate to reference restrictions applicable to the Stock. In
addition to the terms and conditions provided herein, the Board may require that a Participant make
such reasonable covenants, agreements, and representations as the Board, in its discretion, deems
advisable in order to comply with any such laws, regulations, or requirements.



ARTICLE 14

FORFEITURE



14.1      Forfeiture Events.   The Committee will specify in an Award Agreement at the time of the Award
that the Participant’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
shall include, but shall not be limited to, Termination of Employment for Cause, violation of
material Company policies, fraud, breach of noncompetition, confidentiality or other restrictive
covenants that may apply to the Participant or other conduct by the Participant that is detrimental
to the business or reputation of the Company.


14.2      Termination Events.   Unless otherwise provided by the Committee and set forth in an Award
Agreement, if a Participant’s employment with the Company or any Affiliate shall be terminated for
Cause, the Committee may, in its sole discretion, immediately terminate such Participant’s right to
any further payments, vesting or exercisability with respect to any Award in its entirety. The
Committee shall have the power to determine whether the Participant has been terminated for Cause
and the date upon which such termination for Cause occurs. Any such determination shall be final,
conclusive and binding upon the Participant. In addition, if the Company shall reasonably
determine that a Participant has committed or may have committed any act which could constitute the
basis for a termination of such Participant’s employment for Cause, the Committee may suspend the
Participant’s rights to exercise any option, receive any payment or vest in any right with respect
to any Award pending a determination by the Committee of whether an act has been committed which
could constitute the basis for the Termination of Employment for “Cause” as provided in this
Section 14.2.



ARTICLE 15

SUBSTITUTION OF AWARDS



15.1      Substitution of Awards.   Any Award may be granted under this Plan in substitution for Awards
held by any individual who is an employee of another corporation who is about to become an Employee
as the result of a merger, consolidation or reorganization of the corporation with the Company, or
the acquisition by the Company of the assets of the corporation, or the acquisition by the Company
of stock of the corporation as the result of which such corporation becomes an Affiliate or a
subsidiary of the Company. The terms and conditions of the Awards so granted may vary from the
terms and conditions set forth in this Plan to such extent as the Committee at the time of granting
the Award may deem appropriate to conform, in whole or in part, to the provisions of the Award in
substitution for which they are granted. However, in the event that the Award for which a
substitute Award is being granted is an Incentive Stock Option, no variation shall adversely affect
the status of any substitute Award as an Incentive Stock Option under the Code. In addition, in the
event that the award for which a substitute Award is being granted is a Non-Qualified Stock Option
or a Stock Appreciation Right that otherwise satisfies the requirements of the “stock rights
exception” to Section 409A of the Code, no variation shall adversely affect the status of any
substitute Award under the stock rights exception to Section 409A of the Code.



14









 








ARTICLE 16


AMENDMENT, MODIFICATION, AND TERMINATION



16.1      Amendment, Modification and Termination.   The Board may at any time, and from time to time,
terminate, amend or modify the Plan; provided however, that any such action of the Board shall be
subject to approval of the shareholders to the extent required by law, regulation, any stock
exchange rule for any exchange on which shares of Stock are listed or Section 16.2. Notwithstanding
the above, to the extent permitted by law, the Board may delegate to the Committee the authority to
approve non-substantive amendments to the Plan. No amendment, modification, or termination of the
Plan or any Award under the Plan shall in any manner adversely affect any Award theretofore granted
under the Plan without the consent of the holder thereof (unless such change is required in order
to cause the benefits under the Plan to qualify as performance-based compensation within the
meaning of Section 162(m) of the Code and applicable interpretive authority thereunder).


16.2      Shareholder Approval Requirements.   Except as provided in Section 5.3, neither the Board nor
the Committee may, without the approval of the shareholders, (a) reduce the purchase price or
exercise price of any outstanding Award, including any Option or SAR; (b) increase the number of
shares of Stock available under the Plan (other than any adjustment as provided in Section 5.3);
(c) grant Options with an exercise price that is below Fair Market Value on the Grant Date; (d)
reprice previously granted Options or SARs; or (e) cancel any Option or SAR in exchange for cash or
any other Award or in exchange for any Option or SAR with an exercise price that is less than the
exercise price of the original Option or SAR.



ARTICLE 17

TAX WITHHOLDING



17.1      Tax Withholding.   The Company shall have the power to withhold, or require a Participant to
remit to the Company, an amount sufficient to satisfy federal, state, and local withholding tax
requirements on any Award under the Plan. To the extent that alternative methods of withholding are
available under applicable tax laws, the Company shall have the power to choose among such methods.


17.2      Form of Payment.   To the extent permissible under applicable tax, securities, and other laws,
the Company may, in its sole discretion, permit the Participant to satisfy a tax withholding
requirement by (a) using already owned shares of Stock that have been held by the Participant for
at least six (6) months; (b) a broker-assisted “cashless” transaction; (c) directing the Company to
apply shares of Stock to which the Participant is entitled pursuant to the Award to satisfy the
required minimum statutory withholding amount; or (d) personal check or other cash equivalent
acceptable to the Company.



ARTICLE 18

INDEMNIFICATION



18.1      Indemnification.   Each person who is or shall have been a member of the Committee or of the
Board shall be indemnified and held harmless by the Company against and from any loss, cost,
liability, or expense that may be imposed upon or reasonably incurred by him in connection with or
resulting from any claim, action, suit, or proceeding to which he may be a party or in which he may
be involved by reason of any action taken or failure to act under the Plan and against and from any
and all amounts paid by him in settlement thereof, with the Company’s approval, or paid by him in
satisfaction of any judgment in any such action, suit, or proceeding against him, provided he shall
give the Company an opportunity, at its own expense, to handle and defend the same before he
undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive of any other rights of indemnification to which such person may be entitled under
the Company’s articles of incorporation, bylaws, resolution or agreement, as a matter of law, or
otherwise, or any power that the Company may have to indemnify him or hold him harmless.



ARTICLE 19

GENERAL PROVISIONS



19.1      No Right to Continued Employment/No Additional Rights/Participants.   Nothing in the Plan, in
the grant of any Award or in any Award Agreement shall confer upon any Participant any right to
continue employment or a contractual relationship with the Company or any of its Affiliates, or
interfere in any way with the right of the



15









 







Company or any of its Affiliates to terminate the Participant’s employment or other service
relationship for any reason at any time. The grant of an Award under the Plan shall not confer any
rights upon the Participant holding such Award other than such terms, and subject to such
conditions, as are specified in the Plan as being applicable to such type of Award (or to all
Awards) or as are expressly set forth in the Award Agreement.


19.2      No Rights to Awards.   No Participant, Employee, or other person shall have any claim to be
granted any Award pursuant to the Plan, and neither the Company nor the Committee is obligated to
treat Participants, Employees, and other persons uniformly.


19.3      Funding.   The Company shall not be required to segregate any of its assets to ensure the
payment of any Award under the Plan. Neither the Participant nor any other persons shall have any
interest in any fund or in any specific asset or assets of the Company or any other entity by
reason of any Award, except to the extent expressly provided hereunder. The interests of each
Participant and former Participant hereunder are unsecured and shall be subject to the general
creditors of the Company. The Plan is not intended to be subject to ERISA.


19.4      Requirements of Law.   The granting of Awards and the issuance of shares of Stock 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. The Committee may impose
such restrictions and/or conditions on any shares of Stock as it may deem advisable. The Company
shall be under no obligation to register pursuant to the Securities Act of 1933, as amended, any of
the shares of Stock paid pursuant to the Plan. If the shares of Stock paid pursuant to the Plan may
in certain circumstances be exempt from registration pursuant to the Securities Act of 1933, as
amended, the Company may restrict the transfer of such shares in such manner as it deems advisable
to ensure the availability of any such exemption. With respect to any Participant who is, on the
relevant date, obligated to file reports pursuant to Section 16 of the Exchange Act, transactions
pursuant to this Plan are intended to comply with all applicable conditions of Rule 16b-3 or its
successors pursuant to the Exchange Act. Notwithstanding any other provision of the Plan, the
Committee may impose such conditions on the exercise of any Award as may be required to satisfy the
requirements of Rule 16b-3 or its successors pursuant to the Exchange Act. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall be void to the extent
permitted by law and voidable as deemed advisable by the Committee.


19.5      Governing Law.   The Plan and all agreements into which the Company and any Participant enter
pursuant to the Plan shall be construed in accordance with and governed by the laws of the State of
Washington.


19.6      No Shareholders Rights.   No Award gives the Participant any of the rights of a shareholder of
the Company unless and until shares of Stock are in fact issued to such person in connection with
such Award.


19.7      Adoption of Other Plans.   The adoption of the Plan shall not preclude the Company from
establishing any other forms of share incentive or other compensation or benefit program for
Employees, officers, non-Employee Directors and Consultants of the Company or any Affiliate.


19.8      Titles and Headings.   The titles and headings of the Articles in the Plan are for convenience
of reference only and, in the event of any conflict, the text of the Plan, rather than such titles
or headings, shall control.


19.9      Successors and Assigns.   The Plan shall be binding upon and inure to the benefit of the
successors and permitted assigns of the Company, including without limitation, whether by way of
merger, consolidation, operation of law, assignment, purchase, or other acquisition of
substantially all of the assets or business of the Company, and any and all such successors and
assigns shall absolutely and unconditionally assume all of the Company’s obligations under the
Plan.


19.10      Severability.   If any provision of the Plan or any Award Agreement shall be determined to be
illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof
and thereof shall be severable and enforceable in accordance with their terms, and all provisions
shall remain enforceable in any other jurisdiction.


19.11      Survival of Provisions.   The rights, remedies, agreements, obligations and covenants contained
in or made pursuant to this Plan, any agreement and any notices or agreements made in connection
with this Plan shall survive the execution and delivery of such notices and agreements and the
delivery and receipt of such shares of Stock if required by Section 13.3, shall remain in full
force and effect.



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ARTICLE 20


EXECUTION



20.1      To record the adoption of the Plan by the Board on April 14, 2010, the Company has caused its
authorized officer and/or director to execute the same.



	 	 	 	 	 
	 	
MERCER INTERNATIONAL INC.


 	 
	 	By:  	/s/  Eric Lauritzen
 	 
	 	 	Name:  	Eric Lauritzen 	 
	 	 	Title:  	Director and Chairman, Compensation

and Human Resources Committee 	 
	 



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