exhibit1010.htm


    Exhibit
10.10

    


    


    


    


    


    


    


    LOWE’S
COMPANIES

    


    EMPLOYEE
STOCK PURCHASE PLAN-

    


    STOCK
OPTIONS FOR EVERYONE

    


    As
Amended and Restated Effective December 1, 2008

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    



    TABLE
OF CONTENTS

    


     

    ARTICLE
I -
DEFINITIONS ........................................................................................................................................................................................................1

     

    1.01           Administrator ........................................................................................................................................................................................................1

    1.02           Affiliate
...................................................................................................................................................................................................................1

    1.03           Board ......................................................................................................................................................................................................................1

    1.04           Change
in
Control ................................................................................................................................................................................................1

    1.05           Code ......................................................................................................................................................................................................................
2

    1.06           Common
Stock ......................................................................................................................................................................................................2

    1.07           Company ................................................................................................................................................................................................................2

    1.08           Compensation. ......................................................................................................................................................................................................2

    1.09           Control
Change
Date ............................................................................................................................................................................................3

    1.10           Date
of
Exercise .....................................................................................................................................................................................................3

    1.11           Date
of
Grant ..........................................................................................................................................................................................................3

    1.12           Election
Date ..........................................................................................................................................................................................................3

    1.13           Eligible
Employee ..................................................................................................................................................................................................3

    1.14           Enrollment
Form .....................................................................................................................................................................................................3

    1.15           Enrollment
Period ..................................................................................................................................................................................................3

    1.16           Exchange
Act .........................................................................................................................................................................................................3

    1.17           Fair
Market
Value ...................................................................................................................................................................................................3

    1.18           Five
Percent
Shareholder .....................................................................................................................................................................................4

    1.19           Offering
Period .......................................................................................................................................................................................................4

    1.20           Option ......................................................................................................................................................................................................................4

    1.21           Participant ...............................................................................................................................................................................................................4

    1.22           Plan ..........................................................................................................................................................................................................................4

     

    ARTICLE
II -
PURPOSES ............................................................................................................................................................................................................4

     

     

    ARTICLE
III -
ADMINISTRATION ............................................................................................................................................................................................4

     

     

    ARTICLE
IV -
ELIGIBILITY ........................................................................................................................................................................................................5

     

     

    ARTICLE
V - COMPENSATION
DEDUCTIONS ....................................................................................................................................................................5

     

    5.01           Enrollment
Form
.....................................................................................................................................................................................................5

    5.02           Participant’s
Account ..........................................................................................................................................................................................5

     

    ARTICLE
VI - OPTION
GRANTS ..............................................................................................................................................................................................5

     

    6.01           Number
of
Shares .................................................................................................................................................................................................5

    6.02           Option
Price ...........................................................................................................................................................................................................6

     

    ARTICLE
VII - EXERCISE OF
OPTION ...................................................................................................................................................................................6

     

    7.01           Automatic
Exercise ...............................................................................................................................................................................................6

    7.02           Change
in
Control .................................................................................................................................................................................................6

    7.03           Nontransferability .................................................................................................................................................................................................6

    7.04           Employee
Status ....................................................................................................................................................................................................7

    7.05           Delivery
of
Shares .................................................................................................................................................................................................7

    7.06           Vesting ....................................................................................................................................................................................................................7

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

     

    ARTICLE
VIII - WITHDRAWAL AND TERMINATION OF
EMPLOYMENT .................................................................................................................7

     

    8.01           Generally ...............................................................................................................................................................................................................7

    8.02           Subsequent
Participation ...................................................................................................................................................................................7

     

    ARTICLE
IX - STOCK SUBJECT TO
PLAN .........................................................................................................................................................................7

     

    9.01           Aggregate
Limit ...................................................................................................................................................................................................7

    9.02           Reallocation
of
Shares ........................................................................................................................................................................................8

     

    ARTICLE
X - ADJUSTMENT UPON CHANGE IN COMMON
STOCK ...........................................................................................................................8

     

     

    ARTICLE
XI - COMPLIANCE WITH LAW AND APPROVAL OF
REGULATORY BODIES ....................................................................................8

     

     

    ARTICLE
XII - GENERAL
PROVISIONS ..............................................................................................................................................................................8

     

    12.01               Effect
on Employment and
Service ............................................................................................................................................................8

    12.02               Unfunded
Plan ..............................................................................................................................................................................................9

    12.03               Rules
of
Construction ..................................................................................................................................................................................9

     

    ARTICLE
XIII -
AMENDMENT ................................................................................................................................................................................................9

     

     

    ARTICLE
XIV - DURATION OF
PLAN .................................................................................................................................................................................9

     

     

    ARTICLE
XV - EFFECTIVE DATE OF
PLAN .......................................................................................................................................................................9

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    


    ARTICLE
I - DEFINITIONS

    


    1.01                      Administrator.

    


    Administrator
means the Lowe’s Companies, Inc. Administrative Committee.

    


    1.02                      Affiliate.

    


    Affiliate
means any “parent corporation” or “subsidiary corporation” (within the meaning
of Section 424 of the Code) of the Company, including a corporation that becomes
an Affiliate after the adoption of this Plan, that the Administrator designates
as a participating employer in the Plan.

    


    1.03                      Board.

    


    Board
means the Board of Directors of the Company or any committee of such Board of
Directors to which, and to the extent, the Board of Directors of the Company has
delegated some or all of its power, authority, duties or responsibilities with
respect to the Plan.

    


    1.04                      Change in
Control.

    


    Change in
Control means the occurrence of any one of the following events:

    


    
      	
              (i)

            	
              individuals
      who constitute the Board as of December 1, 2008 (the “Incumbent
      Directors”) cease for any reason to constitute at least a majority
      of the Board, provided that any person
      becoming a director after the Effective Date and whose election or
      nomination for election was approved by a vote of at least a majority of
      the Incumbent Directors then on the Board (either by a specific vote or by
      approval of the proxy statement of the Company in which such person is
      named as a nominee for director, without written objection to such
      nomination) shall be an Incumbent Director; provided, however, that
      no individual initially elected or nominated as a director of the Company
      as a result of an actual or threatened election contest (as described in
      Rule 14a-11 under the Exchange Act) (“Election
      Contest”) or other actual or threatened solicitation of proxies or
      consents by or on behalf of any “person” (as such term is defined in
      Section 3(a)(9) of the Exchange Act and as used in Section 13(d)(3) and
      14(d)(2) of the Exchange Act) other than the Board (“Proxy
      Contest”), including by reason of any agreement intended to avoid
      or settle any Election Contest or Proxy Contest, shall be deemed an
      Incumbent Director;

            


    

    


    
      	
              (ii)

            	
              any
      person becomes a “beneficial owner” (as defined in Rule 13d-3 under the
      Exchange Act), directly or indirectly, of securities of the Company
      representing 25% or more of the combined voting power of the Company’s
      then outstanding securities eligible to vote for the election of the Board
      (the “Company
      Voting Securities”); provided, however, that
      the event described in this paragraph (ii) shall not be deemed to be a
      Change in Control of the Company by virtue of any of the following
      acquisitions: (A) an acquisition directly by or from the Company or any
      Affiliate; (B) an acquisition by any employee benefit plan (or related
      trust) sponsored or maintained by the Company or any Affiliate, (C) an
      acquisition by an underwriter temporarily holding securities pursuant to
      an offering of such securities, or (D) an acquisition pursuant to a
      Non-Qualifying Transaction (as defined in paragraph (iii));
    or

            


    

    


    
      	
              (iii)

            	
              the
      consummation of a reorganization, merger, consolidation, statutory share
      exchange or similar form of corporate transaction involving the Company
      that requires the approval of the Company’s shareholders, whether for such
      transaction or the issuance of securities in the transaction (a
      “Reorganization”), or the sale or other disposition of all or
      substantially all of the Company’s

            


    

     

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
 

    assets to
an entity that is not an affiliate of the Company (a “Sale”), unless
immediately following such Reorganization or Sale: (A) more than 60% of the
total voting power of (x) the corporation resulting from such Reorganization or
the corporation which has acquired all or substantially all of the assets of the
Company (in either case, the “Surviving
Corporation”), or (y) if applicable, the ultimate parent corporation that
directly or indirectly has beneficial ownership of 100% of the voting securities
eligible to elect directors of the Surviving Corporation (the “Parent Corporation”),
is represented by the Company Voting Securities that were outstanding
immediately prior to such Reorganization or Sale (or, if applicable, is
represented by shares into which such Company Voting Securities were converted
pursuant to such Reorganization or Sale), and such voting power among the
holders thereof is in substantially the same proportion as the voting power of
such Company Voting Securities among the holders thereof immediately prior to
the Reorganization or Sale, (B) no person (other than (x) the Company, (y) any
employee benefit plan (or related trust) sponsored or maintained by the
Surviving Corporation or the Parent Corporation, or (z) a person who immediately
prior to the Reorganization or Sale was the beneficial owner of 25% or more of
the outstanding Company Voting Securities) is the beneficial owner, directly or
indirectly, of 25% or more of the total voting power of the outstanding voting
securities eligible to elect directors of the Parent Corporation (or, if there
is no Parent Corporation, the Surviving Corporation), and (C) at least a
majority of the members of the board of directors of the Parent Corporation (or,
if there is no Parent Corporation, the Surviving Corporation) following the
consummation of the Reorganization or Sale were Incumbent Directors at the time
of the Board’s approval of the execution of the initial agreement providing for
such Reorganization or Sale (any Reorganization or Sale which satisfies all of
the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying
Transaction”).

    


    1.05                      Code.

    


    Code
means the Internal Revenue Code of 1986, and any amendments
thereto.

    


    1.06                      Common
Stock.

    


    Common
Stock means the common stock of the Company.

    


    1.07                      Company.

    


    Company
means Lowe’s Companies, Inc.

    


    1.08                      Compensation.

    


    Compensation means, as to payroll
periods ending during an Offering Period, (a) in the case of an employee who is
classified as a full-time employee under the payroll procedures of the Company
or an Affiliate and who works at least 80 hours in a payroll period, the
employee’s base salary or wages for the biweekly payroll period based on 80
hours of work during the payroll period, (b) in the case of an employee who is
classified as a full-time employee under the payroll procedures of the Company
or an Affiliate and who works less than 80 hours in a payroll period, the
employee’s actual base salary or wages for the biweekly payroll period,
(c) in the case of an employee who is not
classified as a full-time employee under the payroll procedures of the Company
or an Affiliate and who works at least 40 hours in a payroll period, the
employee’s base salary or wages for the biweekly payroll period based on 40
hours of work during the payroll period and (d) in the case of an employee who is not
classified as a full-time employee under the payroll procedures of the Company
or an Affiliate and who works less than 40 hours in a payroll period, the
employee’s actual base salary or wages for the biweekly payroll
period.

     

    


    
      
        
           


        

        
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    1.09                      Control
Change Date.

    


    Control
Change Date means the date on which a Change in Control occurs.  If a
Change in Control occurs on account of a series of transactions, the “Control
Change Date” is the date of the last of such transactions.

    


    1.10                      Date of
Exercise.

    


    Date of
Exercise shall be concurrent with the applicable Date of Grant.

    


    1.11                      Date of
Grant.

    


    Date of
Grant means each (a) November 30 next following the June 1 beginning of each
Offering Period, and (b) May 31 next following the December 1 beginning of each
Offering Period.

    


    1.12                      Election
Date.

    


    Election
Date means the last business day of the Enrollment Period.

    


    1.13                      Eligible
Employee.

    


    Eligible
Employee means (a) an employee of the Company or an Affiliate who is classified
as a full-time employee under the payroll procedures of the Company or Affiliate
and (b) an employee of the Company or an Affiliate who is not classified as a
full-time employee under the payroll procedures of the Company or Affiliate and
who has completed at least twelve months of continuous employment with the
Company and its Affiliates.  The preceding sentence to the contrary
notwithstanding, an individual who is a Five Percent Shareholder is not an
Eligible Employee.

    


    1.14                      Enrollment
Form.

    


    Enrollment
Form means a form, prescribed by the Administrator, that a Participant uses to
authorize a reduction in his Compensation in accordance with Article
V.  The form prescribed by the Administrator may be an electronic,
web-based form.

    


    1.15                      Enrollment
Period.

    


    Enrollment
Period means (a) the month of May in the case of the Offering Period beginning
on June 1 and (b) the month of November in the case of the Offering period
beginning on December 1.

    


    1.16                      Exchange
Act.

    


    Exchange
Act means the Securities Exchange Act of 1934, as amended.

    


    1.17                      Fair
Market Value.

    


    Fair
Market Value means, on any given date, the reported “closing” price of a share
of Common Stock on the primary exchange on which shares of the Common Stock are
listed.  If, on any given date, no share of Common Stock is traded on
an established stock exchange, then Fair Market Value shall be determined with
reference to the next preceding day that the Common Stock was so
traded.

     

    


    
      
        
           


        

        
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    1.18                      Five
Percent Shareholder.

    


    Five
Percent Shareholder means any individual who, immediately after the grant of an
Option owns or would be deemed to own more than five percent of the total
combined voting power or value of all classes of stock of the Company or of an
Affiliate.  For this purpose, (i) an individual shall be considered to
own any stock owned (directly or indirectly) by or for his brothers, sisters,
spouse, ancestors or lineal descendants and shall be considered to own
proportionately any stock owned (directly or indirectly) by or for a
corporation, partnership, estate or trust of which such individual is a
shareholder, partner or beneficiary, and (ii) stock of the Company or an
Affiliate that an individual may purchase under outstanding options (whether or
not granted under this Plan) shall be treated as stock owned by the
individual.

    


    
      	
              1.19

            	
              Offering
      Period.

            


    

    


    Offering
Period means each six-month period during the term of the Plan (i) beginning on
June 1 and ending on November 30, and (ii) beginning on December 1 and ending on
May 31.

    


    1.20                      Option.

    


    Option
means a stock option that entitles the holder to purchase from the Company a
stated number of shares of Common Stock in accordance with, and subject to, the
terms and conditions prescribed by the Plan.

    


    1.21                      Participant.

    


    Participant
means an Eligible Employee, including an Eligible Employee who is a member of
the Board, who satisfies the requirements of Article IV and who elects to
receive an Option.

    


    1.22                      Plan.

    


    Plan
means the Lowe’s Companies Employee Stock Purchase Plan - Stock Options for
Everyone.

    


    ARTICLE
II - PURPOSES

    


    The Plan
is intended to assist the Company and its Affiliates in recruiting and retaining
individuals with ability and initiative by enabling such persons to participate
in the future success of the Company and its Affiliates and to associate their
interests with those of the Company and its shareholders.  The Plan is
intended to permit the grant of Options qualifying under Section 423 of the
Code.  No Option shall be invalid for failure to qualify under Section
423 of the Code.  The proceeds received by the Company from the sale
of Common Stock pursuant to this Plan shall be used for general corporate
purposes.

    


    ARTICLE
III - ADMINISTRATION

    


    The Plan
shall be administered by the Administrator.  The Administrator shall
have complete authority to interpret all provisions of this Plan; to adopt,
amend, and rescind rules and regulations pertaining to the administration of the
Plan; and to make all other determinations necessary or advisable for the
administration of this Plan.  The express grant in the Plan of any
specific power to the Administrator shall not be construed as limiting any power
or authority of the Administrator.  Any decision made, or action
taken, by the Administrator in connection with the administration of this Plan
shall be final and conclusive.  The Administrator shall not be liable
for any act done in good faith with respect to this Plan or any
Option.  All expenses of administering this Plan shall be borne by the
Company.

     

    


    
      
        
           


        

        
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    The
Administrator, in its discretion, may delegate to one or more agents all or part
of the Administrator’s authority and duties.  The Administrator may
revoke or amend the terms of a delegation at any time but such action shall not
invalidate any prior actions of the Administrator’s agent that were consistent
with the terms of the Plan.

    


    ARTICLE
IV - ELIGIBILITY

    


    Each
person who is or will be an Eligible Employee as of the first day of each
Offering Period may elect to participate in the Plan by completing an Enrollment
Form in accordance with Section 5.01 and returning it to the Administrator on or
before the Election Date.

    


    ARTICLE
V - COMPENSATION DEDUCTIONS

    


    5.01                      Enrollment
Form.

    


    
      	
              (a)

            	
              An
      Eligible Employee who satisfies the requirements of Article IV becomes a
      Participant for an Offering Period by completing an Enrollment Form and
      returning it to the Administrator on or before the Election
      Date.  The Participant’s Enrollment Form shall authorize
      deductions from his or her Compensation for purposes of the Plan and shall
      specify a percentage or a dollar amount of Compensation to be deducted;
      provided,
      however,
      that the percentage shall be in multiples of one percent and shall be at
      least one percent but not more than twenty percent and the aggregate
      deductions during any Offering Period shall not exceed
      $10,625.

            


    

    


    
      	
              (b)

            	
              A
      Participant may not contribute to, or otherwise accumulate funds under,
      the Plan except by Compensation deductions in accordance with his or her
      Enrollment Form.

            


    

    


    
      	
              (c)

            	
              A
      Participant’s Enrollment Form becomes operative on the Election
      Date.  An Enrollment Form may be amended or revoked before the
      Election Date.  Once an Enrollment Form becomes operative it
      will continue in effect, and may not be amended, until the earlier of the
      Date of Exercise, the Participant’s termination of employment or the
      Participant’s withdrawal from the Plan in accordance with Section
      8.01.

            


    

    


    5.02                      Participant’s
Account.

    


    A
recordkeeping account shall be established for each Participant.  All
amounts deducted from a Participant’s Compensation pursuant to his or her
Enrollment Form shall be credited to his or her account.  No interest
will be paid or credited to the account of any Participant.

    


    ARTICLE
VI - OPTION GRANTS

    


    6.01                      Number of
Shares.

    


    
      	
              (a)

            	
              Each
      Eligible Employee who is a Participant on the Date of Grant shall be
      granted an Option as of the Date of Grant.  The number of shares
      of Common Stock subject to such Option shall be the number of whole shares
      determined by dividing the option price into the balance credited to the
      Participant’s account as of the Date of
      Exercise.  Notwithstanding the preceding sentence, no
      Participant will be granted an Option as of any Date of Grant for more
      than a number of shares of Common Stock determined by dividing $12,500 by
      the Fair Market Value on the Date of
Grant.

            


    

     

    


    
      
        
           


        

        
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              (b)

            	
              An
      Option covering a fractional share will not be granted under the
      Plan.  Any amount remaining to the credit of the Participant’s
      account after the exercise of an Option shall be returned to the
      Participant.

            


    

    


    6.02                      Option
Price.

    


    The price
per share for Common Stock purchased on the exercise of an Option shall be
eighty-five percent (85%) of the Fair Market Value on the Date of
Exercise.

    


    ARTICLE
VII - EXERCISE OF OPTION

    


    7.01                      Automatic
Exercise.

    


    Subject
to the provisions of Articles VIII, IX and XI, each Option shall be exercised
automatically as of the Date of Grant for the number of whole shares of Common
Stock that may be purchased at the option price for that Option with the balance
returned to the Participant.

    


    7.02                      Change in
Control.

    


    
      	
              (a)

            	
              Notwithstanding
      any other provision of this Plan, in the event of a Change in Control the
      Board may prescribe that (i) the Date of Exercise for all outstanding
      Options shall be the Control Change Date (in which case the option price
      per share shall be the Fair Market Value on the Control Change Date), (ii)
      all outstanding Options shall be canceled as of the Control Change Date
      and each Participant shall be entitled to a payment per share (in cash or
      other property as determined by the Board), equal to the Fair Market Value
      of the number of shares of Common Stock that would have been issued to the
      Participant if the Option had been exercised under the preceding clause
      (i) or (iii) a substitute option shall be granted for each outstanding
      Option in accordance with Section 424 of the
  Code.

            


    

    


    
      	
              (b)

            	
              A
      Participant shall be entitled to a payment under this Plan if (i) any
      benefit, payment, accelerated vesting or other right under this Plan
      constitutes a “parachute payment” (as defined in Code section
      280G(b)(2)(A), but without regard to Code section 280G(b)(2)(A)(ii)), with
      respect to such Participant and (ii) the Participant incurs a liability
      under Code section 4999.  The amount payable to a Participant
      described in the preceding sentence shall be the amount required to
      indemnify the Participant and hold him harmless from the application of
      Code sections 280G and 4999.  To effect this indemnification,
      the Company must pay such Participant an amount sufficient to pay the
      excise tax imposed on Participant under Code section 4999 with respect to
      benefits, payments, accelerated vesting and other rights under this Plan
      and any other plan or agreement and any income, employment,
      hospitalization, excise or other taxes attributable to the indemnification
      payment.  The benefit payable under this Section 7.02(b) shall
      be paid in a single cash sum not later than twenty days after the date (or
      extended filing date) on which the tax return reflecting liability for the
      Code section 4999 excise tax is required to be filed with the Internal
      Revenue Service.

            


    

    


    7.03                      Nontransferability.

    


    Each
Option granted under this Plan shall be nontransferable.  During the
lifetime of the Participant to whom the Option is granted, the Option may be
exercised only by the Participant.  No right or interest of a
Participant in any Option shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.

     

    


    
      
        
           


        

        
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    7.04                      Employee
Status.

    


    For
purposes of determining whether an individual is employed by the Company or an
Affiliate, the Administrator may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability, or other
reasons shall not be deemed interruptions of continuous employment.

    


    7.05                      Delivery
of Shares.

    


    Subject
to the provisions of Articles IX and XI, the Company shall deliver, to a broker
designated by the Administrator, the shares of Common Stock acquired by each
Participant during an Offering Period.  Such shares acquired by a
Participant shall be delivered to the Participant as promptly as possible
following the Participant’s request to such broker or, upon the Participant’s
direction, the broker shall sell such shares of Common Stock and deliver the net
sales proceeds to the Participant.

    


    7.06                      Vesting.

    


    A
Participant’s interest in the Common Stock purchased upon the exercise of an
Option shall be immediately vested and nonforfeitable.

    


    ARTICLE
VIII - WITHDRAWAL AND TERMINATION OF EMPLOYMENT

    


    8.01                      Generally.

    


    A
Participant may revoke his or her Enrollment Form for an Offering Period and
withdraw from Participation in the Plan for that Offering Period by giving
written or electronic notice authorized by the Administrator to that effect to
the Administrator at any time before the Date of Exercise.  In that
event, all of the payroll deductions credited to his or her account will be paid
to the Participant promptly after receipt of the notice of withdrawal and no
further payroll deductions will be made from his or her Compensation for that
Offering Period.  A Participant shall be deemed to have elected to
withdraw from the Plan in accordance with this Section 8.01 if he or she ceases
to be an employee of the Company and its Affiliates for any reason.

    


    8.02                      Subsequent
Participation.

    


    A
Participant who has withdrawn his participation in the Plan under Section 8.01
may submit a new Enrollment Form to the Administrator and resume participation
in the Plan for any later Offering Period, provided that he or she satisfies the
requirements of Article IV and the Administrator receives his or her Enrollment
Form on or before the Election Date.

    


    ARTICLE
IX - STOCK SUBJECT TO PLAN

    


    9.01                      Aggregate
Limit.

    


    The
maximum aggregate number of shares of Common Stock that may be issued under this
Plan pursuant to the exercise of Options is 45,000,000 shares.  The
maximum aggregate number of shares that may be issued under this Plan shall be
subject to adjustment as provided in Article X.

     

    


    
      
        
           


        

        
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    9.02                      Reallocation
of Shares.

    


    If an
Option is terminated, in whole or in part, for any reason other than its
exercise, the number of shares of Common Stock allocated to the Option or
portion thereof shall be reallocated to other Options to be granted under this
Plan.

    


    ARTICLE
X - ADJUSTMENT UPON CHANGE IN COMMON STOCK

    


    The
maximum number of shares as to which Options may be granted under this Plan and
the terms of outstanding Options shall be adjusted as the Board shall determine
to be equitably required in the event that (a) the Company (i) effects one or
more stock dividends, stock split-ups, subdivisions or consolidations of shares
or (ii) engages in a transaction to which Section 424 of the Code applies or (b)
there occurs any other event which, in the judgment of the Board necessitates
such action.  Any determination made under this Article X by the Board
shall be final and conclusive.

    


    The
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, for cash or property, or for
labor or services, either upon direct sale or upon the exercise of rights or
warrants to subscribe therefor, or upon conversion of shares or obligations of
the Company convertible into such shares or other securities, shall not affect,
and no adjustment by reason thereof shall be made with respect to, the maximum
number of shares as to which Options may be granted or the terms of outstanding
Options.

    


    ARTICLE
XI - COMPLIANCE WITH LAW AND APPROVAL

    OF
REGULATORY BODIES

    


    No Option
shall be exercisable, no Common Stock shall be issued, no certificates for
shares of Common Stock shall be delivered, and no payment shall be made under
this Plan except in compliance with all applicable federal and state laws and
regulations (including, without limitation, withholding tax requirements), any
listing agreement to which the Company is a party, and the rules of all domestic
stock exchanges on which the Company’s shares may be listed.  The
Company shall have the right to rely on an opinion of its counsel as to such
compliance.  Any share certificate issued to evidence Common Stock for
which an Option is exercised may bear such legends and statements as the
Administrator may deem advisable to assure compliance with federal and state
laws and regulations.  No Option shall be exercisable, no Common Stock
shall be issued, no certificate for shares shall be delivered, and no payment
shall be made under this Plan until the Company has obtained such consent or
approval as the Administrator may deem advisable from regulatory bodies having
jurisdiction over such matters.

    


    ARTICLE
XII - GENERAL PROVISIONS

    


    12.01                      Effect on
Employment and Service.

    


    Neither
the adoption of this Plan, its operation, nor any documents describing or
referring to this Plan (or any part thereof) shall confer upon any individual
any right to continue in the employ of the Company or an Affiliate or in any way
affect any right and power of the Company or an Affiliate to terminate the
employment of any individual at any time with or without assigning a reason
therefor.

     

    


    
      
        
           


        

        
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      12.02                      Unfunded
Plan.

      


      The Plan,
insofar as it provides for grants, shall be unfunded, and the Company shall not
be required to segregate any assets that may at any time be represented by
grants under this Plan.  Any liability of the Company to any person
with respect to any grant under this Plan shall be based solely upon any
contractual obligations that may be created pursuant to this Plan.  No
such obligation of the Company shall be deemed to be secured by any pledge of,
or other encumbrance on, any property of the Company.

      


      12.03                      Rules of
Construction.

      


      Headings
are given to the articles and sections of this Plan solely as a convenience to
facilitate reference.  The reference to any statute, regulation, or
other provision of law shall be construed to refer to any amendment to or
successor of such provision of law.

      


      ARTICLE
XIII - AMENDMENT

      


      The Board
may amend or terminate this Plan from time to time; provided, however, that no
amendment may become effective until shareholder approval is obtained if (i) the
amendment increases the aggregate number of shares of Common Stock that may be
issued under the Plan or (ii) the amendment changes the class of individuals
eligible to become Participants.  No amendment shall, without a
Participant’s consent, adversely affect any rights of such Participant under any
Option outstanding at the time such amendment is made.

      


      ARTICLE
XIV - DURATION OF PLAN

      


      No Option
may be granted under this Plan after December 1, 2016.  Options
granted before that date shall remain valid in accordance with their
terms.

      


      ARTICLE
XV - EFFECTIVE DATE OF PLAN

      


      This Plan
originally became effective and Options were granted under this Plan following
approval by a majority of the votes entitled to be cast by the Company’s
shareholders, voting either in person or by proxy, at a duly held shareholders’
meeting held on May 26, 2000 which was within twelve months after this Plan was
originally adopted by the Board.  This amended and restated Plan shall
be effective for Offering Periods beginning on and after December 1,
2008.

       


      
        
           


        

        
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