exv10w1



 







Exhibit 10.1




CORN PRODUCTS INTERNATIONAL, INC.

STOCK INCENTIVE PLAN

I. INTRODUCTION



 1.1 Purpose. The purpose of the Corn Products International, Inc. Stock Incentive
Plan (the “Plan”) is to promote the long-term financial success of Corn Products
International, Inc. (the “Company”) by (i) attracting and retaining executive personnel of
outstanding ability; (ii) strengthening the Company’s capability to develop, maintain and direct a
competent management team; (iii) motivating executive personnel by means of performance-related
incentives to achieve longer-range performance goals; (iv) providing incentive compensation
opportunities which are competitive with those of other major corporations; (v) enabling such
executive personnel to participate in the long-term growth and financial success of the Company
through increased stock ownership and (vi) serving as a mechanism to compensate outside directors.



 1.2 Certain Definitions. In addition to the defined terms set forth elsewhere in
this Plan, the terms set forth below, shall, when capitalized, have the following respective
meanings.




     “Agreement” shall mean the written agreement evidencing an award hereunder between the
Company and the recipient of such award.




     “Board” shall mean the Board of Directors of the Company.




     “Bonus Stock” shall mean shares of Common Stock that are not subject to a Restriction
Period or Performance Measures.




     “Cause” shall mean the willful and continued failure to substantially perform the
duties assigned by the Company (other than a failure resulting from the optionee’s Disability), the
willful engaging in conduct which is demonstrably injurious to the Company or any Subsidiary,
monetarily or otherwise, including conduct that, in the reasonable judgment of the Committee, no
longer conforms to the standard of the Company’s executives, any act of dishonesty, commission of a
felony, or a significant violation of any statutory or common law duty of loyalty to the Company.




     “Change in Control” shall have the meaning set forth in Section 5.8(b).

     “Code” shall mean the Internal Revenue Code of 1986, as amended.




     “Committee” shall mean the Compensation Committee of the Board or a subcommittee
thereof, or any other committee designated by the Board to administer this Plan, consisting of two
or more members of the Board, each of whom shall be (i) a “Non-Employee Director” within the
meaning of Rule 16b-3 under the Exchange Act, (ii) an “outside director” within the meaning of
Section 162(m) of the Code, and (iii) an “Independent Director” within the meaning of the rules of
the New York Stock Exchange.”




     “Common Stock” shall mean the common stock, $.01 par value, of the Company.




     “Disability Date” shall mean the date on which a Participant becomes a “Disabled
Participant” under the Corn Products International, Inc. Retirement Savings Plan for Salaried
Employees (the “Corn Products Savings Plan”) or a successor to such plan or any such similar plan
containing a disability provision applicable to the Participant. If a




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Participant is not covered by the Corn Products Savings Plan or a similar plan containing a
disability provision, the determination of whether the Participant has a “Disability Date” shall be
made by the Committee by applying the provisions of the Corn Products Savings Plan as if the
Participant were a participant of such plan or any similar plan that the Committee determines to be
appropriate.




     “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.




     “Fair Market Value” shall mean the average of the high and low transaction prices of a
share of Common Stock as reported in the New York Stock Exchange Composite Transactions on the date
as of which such value is being determined or, if there shall be no reported transactions for such
date, on the next preceding date for which transactions were reported; provided, however, that, in
the case of the exercise of an Incentive Stock Option or Non-Statutory Stock Option through a
broker, Fair Market Value shall mean the sales price received for a share of Common Stock and,
provided further, that Fair Market Value may be determined by the Committee by whatever other means
or method as the Committee, in the good faith exercise of its discretion, shall at such time deem
appropriate.




     “Free-Standing SAR” shall mean an SAR which is not granted in tandem with, or by
reference to, an option, which entitles the holder thereof to receive, upon exercise, shares of
Common Stock (which may be Restricted Stock), cash or a combination thereof with an aggregate value
equal to the excess of the Fair Market Value of one share of Common Stock on the date of exercise
over the base price of such SAR, multiplied by the number of such SARs which are exercised.




     “Incentive Stock Option” shall mean an option to purchase shares of Common Stock which
meets the requirements of Section 422 of the Code, or any successor provision, and which is
intended by the Committee to constitute an Incentive Stock Option.




     “Non-Statutory Stock Option” shall mean an option to purchase shares of Common Stock
that is not an Incentive Stock Option.




     “Participant” shall mean an individual who has been granted an Incentive Stock Option,
a Non-Statutory Stock Option, an SAR, a Bonus Stock Award, Performance Share Award, Restricted
Stock Award or Restricted Stock Unit Award.




     “Performance Measures” shall mean the criteria and objectives, established by the
Committee, which shall be satisfied or met (i) as a condition to the exercisability of all or a
portion of an option or SAR, (ii) as a condition to the grant of a Stock Award or (iii) during the
applicable Restriction Period or Performance Period as a condition to the holder’s receipt of
Common Stock subject to a Restricted Stock Award or a Performance Share Award and/or of payment
with respect to such award. The Committee may amend or adjust the Performance Measures or other
terms and conditions of an outstanding award in recognition of unusual or nonrecurring events
affecting the Company or its financial statements or changes in law or accounting, but only to the
extent such adjustment would not cause any portion of the award, upon payment, or the option, upon
exercise, to be nondeductible pursuant to Section 162(m) of the Code. Such criteria and objectives
may include one or more of the following: total stockholder return (based on the change in the
price of a share of the Company’s Common Stock and dividends paid) earnings per share; operating
income; net income; return on stockholder’s equity; return on assets; return on capital employed;
economic value added; and cash flows (including, but not limited to, operating cash flow, free cash
flow, cash flow return on equity and




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cash flow return on investment). If the Committee desires that compensation payable pursuant to any
award subject to Performance Measures be “qualified performance-based compensation” within the
meaning of Section 162(m) of the Code, the Performance Measures (i) shall be established by the
Committee no later than the end of the first quarter of the Performance Period or Restriction
Period, as applicable (or such other time designated by the Internal Revenue Service) and (ii)
shall satisfy all other applicable requirements imposed under Treasury Regulations promulgated
under Section 162(m) of the Code, including the requirement that such Performance Measures be
stated in terms of an objective formula or standard.




     “Performance Period” shall mean any period designated by the Committee during which
the Performance Measures applicable to a Performance Share Award shall be measured.




     “Performance Share” shall mean a right, contingent upon the attainment of specified
Performance Measures within a specified Performance Period, to receive one share of Common Stock,
which may be Restricted Stock, or in lieu of all or a portion thereof, at the Committee’s
discretion, the Fair Market Value of such Performance Share in cash.




     “Performance Share Award” shall mean an award of Performance Shares under this Plan.




     “Permanent and Total Disability” shall have the meaning set forth in Section 22(e)(3)
of the Code or any successor thereto.




     “Restricted Stock” shall mean shares of Common Stock that are subject to a Restriction
Period.




     “Restricted Stock Unit” shall mean the right to receive one share of Common Stock
which shall be contingent upon the expiration of a specified Restriction Period and subject to such
additional restrictions as may be contained in the Agreement relating thereto.




     “Restriction Period” shall mean any period designated by the Committee during which
(i) the Common Stock subject to a Restricted Stock Award may not be sold, transferred, assigned,
pledged, hypothecated or otherwise encumbered or disposed of, except as provided in this Plan or
the Agreement relating to such award or (ii) the conditions to vesting applicable to a Restricted
Stock Unit Award shall remain in effect.




     “SAR” shall mean a stock appreciation right which may be a Free Standing SAR or a
Tandem SAR.




     “Stock Award” shall mean a Restricted Stock Award, a Restricted Stock Unit Award, or a
Bonus Stock Award.




     “Tandem SAR” shall mean an SAR which is granted in tandem with, or by reference to, an
option (including a Non-Statutory Stock Option granted prior to the date of grant of the SAR),
which entitles the holder thereof to receive, upon exercise of such SAR and surrender for
cancellation of all or a portion of such option, shares of Common Stock (which may be Restricted
Stock), cash or a combination thereof with an aggregate value equal to the excess of the Fair
Market Value of one share of Common Stock on the date of exercise over the base price of such SAR,
multiplied by the number of shares of Common Stock subject to such option, or portion thereof,
which is surrendered.



 1.3 Administration. This Plan shall be administered by the Committee. The Committee
shall have the authority to determine eligibility for awards hereunder and to


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determine the form, amount and timing of each award to such persons and, if applicable, the number
of shares of Common Stock, and the number of Performance Shares subject to such an award, the
exercise price associated with the award, the time and conditions of exercise or settlement of the
award and all other terms and conditions of the award, including, without limitation, the form of
the Agreement evidencing the award. The Committee may, in its sole discretion and for any reason
at any time, subject to the requirements imposed under Section 162(m) of the Code and regulations
promulgated thereunder in the case of an award intended to be qualified performance-based
compensation, take action such that (i) any or all outstanding options and SARs shall become
exercisable in part or in full, (ii) the Performance Measures applicable to any outstanding
Restricted Stock Award (if any) and to any outstanding Performance Share Award shall be deemed to
be satisfied at the maximum or any other level.




     The Committee shall, subject to the terms of this Plan, interpret this Plan and the
application thereof, establish rules and regulations it deems necessary or desirable for the
administration of this Plan and may impose, incidental to the grant of an award, conditions with
respect to the award, such as limiting competitive employment or other activities. All such
interpretations, rules, regulations and conditions shall be final, binding and conclusive.



     The Committee shall keep minutes of its meetings and of action taken by it without a meeting.
A majority of the Committee shall constitute a quorum. The acts of the Committee shall be either
(i) acts of a majority of the members of the Committee present at any meeting at which a quorum is
present or (ii) acts approved in writing by all of the members of the Committee without a meeting.



     Notwithstanding anything in the Plan to the contrary, in accordance with Section 157 of the
Delaware General Corporation Law, the Committee may, by resolution, authorize one or more executive
officers of the Company to do one or both of the following: (i) designate non-director and
non-executive officer employees of the Company or any of its Subsidiaries to be recipients of
rights or options entitling the holder thereof to purchase from the Company shares of its capital
stock of any class or other awards hereunder; and (ii) determine the number of such rights,
options, or awards to be received by such non-director and non-executive officer employees;
provided, however, that the resolution so authorizing such executive officer or officers shall
specify the total number of rights, options, or awards such executive officer or officers may so
award. The Committee may not authorize an executive officer to designate himself or herself or any
director or other executive officer of the Company to be a recipient of any such rights, options,
or awards.



     Notwithstanding anything in the Plan to the contrary, to the extent an award granted hereunder
would be subject to the requirements of Section 409A of the Code and the regulations thereunder,
then the Agreement for such award and the Plan shall be construed and administered so as the award
complies with Section 409A of the Code and the regulations thereunder.



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 1.4 Eligibility. Participants in this Plan shall consist of such directors,
officers, and other employees of the Company and its Subsidiaries from time to time, and any other
entity designated by the Board or the Committee (individually a “Subsidiary” and collectively the
“Subsidiaries”) as the Committee, in its sole discretion, may select from time to time. For
purposes of this Plan, reference to employment by the Company shall also mean employment by a
Subsidiary.



 1.5 Shares Available. Subject to adjustment as provided in Section 5.7, 8,000,000
shares of Common Stock (the “Plan Maximum”) shall be available under this Plan for awards that are
granted after the Company’s 2005 Annual Meeting of Stockholders (the “2005 Annual Meeting”). The
Plan Maximum includes shares of Common Stock that were available for new awards under the Plan as
in effect immediately prior to the 2005 Annual Meeting. Shares of Common Stock subject to awards
outstanding under the Plan immediately prior to the 2005 Annual Meeting shall also be available for
issuance hereunder. The Plan Maximum shall be reduced by the sum of the aggregate number of shares
of Common Stock (i) that are issued upon the grant of a Stock Award after the 2005 Annual Meeting
or (ii) that become subject to options, SARs or Performance Shares, in each case that are granted
after the 2005 Annual Meeting, in the following ratios: 1 to 1 for each Incentive Stock Option,
Non-Statutory Stock Option or Free-Standing SAR and 2.5 to 1 for any other type of award under the
Plan, it being understood that in the case of an SAR the reduction shall be equal to the total
number of SARs subject to the award, regardless of the number of shares of Common Stock that may be
issued upon settlement thereof. Notwithstanding the immediately preceding sentence, the Plan
Maximum shall not be reduced by virtue of the grant of Performance Shares or SARs that may only be
settled in cash. To the extent that shares of Common Stock subject to an option (other than in
connection with the exercise of a Tandem SAR), Stock Award or Performance Share award are not
issued or delivered by reason of the expiration, termination, cancellation or forfeiture of such
award: (i) such shares of Common Stock shall again be available under this Plan and (ii) the Plan
Maximum shall be increased to the extent it was reduced when such award was granted (or if such
award was granted prior to the 2005 Annual Meeting, the Plan Maximum shall be increased by 1 for
each share of Common Stock subject to such award). If a Performance Share or SAR that can be
settled in either cash or Common Stock is settled in cash, in whole or in part, the Plan Maximum
shall be increased to the extent it was reduced with respect to the cash-settled portion of the
award when the award was granted. If an award is made in the form of an option coupled with a
Performance Share Award such that the Participant can receive the designated number of shares
either upon exercise of the option or upon earning of the Performance Share, but not both, such
coupled award shall be treated as a single award of the designated number of shares for purposes of
this Section 1.5.




     Shares of Common Stock shall be made available from authorized and unissued shares of Common
Stock, or authorized and issued shares of Common Stock reacquired and held as treasury shares or
otherwise or a combination thereof.



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     To the extent required by Section 162(m) of the Code and the rules and regulations thereunder,
the maximum number of shares of Common Stock with respect to which options, SARs, Stock Awards or
Performance Share Awards or a combination thereof may be granted during any calendar year to any
person shall be 250,000, subject to adjustment as provided in Section 5.7.



     Subject to the Plan Maximum, the maximum number of shares of Common Stock that may be issued
pursuant to Incentive Stock Options granted after the 2005 Annual Meeting shall be 8,000,000,
subject to adjustment as provided in Section 5.7.



     Except with respect to a maximum of five percent (5%) of the shares of Common Stock authorized
in this Section 1.5, any Stock Award which vests on the basis of a Participant’s continued
employment with or provision of service to the Company shall not provide for vesting which is any
more rapid than annual pro rata vesting over a three (3) year period and any Stock Award which
vests upon the attainment of performance goals shall provide for a performance period of at least
twelve (12) months; provided that vesting may be shortened in the case of death, disability,
retirement or Change in Control as set forth in this Plan or determined by the Committee.



II. STOCK OPTIONS AND STOCK APPRECIATION RIGHTS




 2.1 Stock Options. The Committee may, in its discretion, grant Incentive Stock
Options or Non-Statutory Stock Options to such eligible persons under Section 1.4 as may be
selected by the Committee.




     Options shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee
shall deem advisable:



     (a) Number of Shares and Purchase Price. The number of shares and the purchase price
per share of Common Stock subject to an option shall be determined by the Committee, provided,
however, that the purchase price per share of Common Stock shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the date of grant of such option and provided further,
that if an Incentive Stock Option shall be granted to any person who, at the time such option is
granted, owns capital stock possessing more than ten percent of the total combined voting power of
all classes of capital stock of the Company (or of any parent or subsidiary as defined in Section
424 of the Code) (a “Ten Percent Holder”), the purchase price per share of Common Stock
shall be the price (currently 110% of Fair Market Value) required by the Code in order to
constitute an Incentive Stock Option.



     (b) Option Period and Exercisability. Each option, by its terms, shall require the
Participant to remain in the continuous employ of the Company for at least one year following the
date of grant of the option before any part of the option shall be exercisable, except in the case
of a Change in Control. The period during which an option may be exercised shall be determined by
the Committee; provided, however, that no Incentive Stock Option shall be exercised later than ten
years after its date of grant;



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provided further, that if an Incentive Stock Option shall be granted to a Ten Percent Holder, such
option shall not be exercised later than five years after its date of grant. Once determined and
stated in an Agreement with respect to an option, the period during which an option can be
exercised shall not be further extended. The Committee may, in its discretion, establish
Performance Measures which shall be satisfied or met as a condition to the grant of an option or to
the exercisability of all or a portion of an option. The Committee shall determine whether an
option shall become exercisable in cumulative or non-cumulative installments and in part or in full
at any time. An exercisable option, or portion thereof, may be exercised only for whole shares of
Common Stock.



     (c) Method of Exercise. An option may be exercised (i) by giving written notice to the
Company specifying the number of whole shares of Common Stock to be purchased and accompanied by
payment therefore in full (or arrangement made for such payment to the Company’s satisfaction)
either (A) by the delivery of cash in the amount of the aggregate purchase price payable by reason
of such exercise, (B) by delivery (either actual delivery or by attestation procedures established
by the Company) of previously acquired shares of Common Stock that have an aggregate Fair Market
Value, determined as of the date of exercise, equal to the aggregate purchase price payable by
reason of such exercise (provided that except as otherwise determined by the Committee, the shares
of Common Stock that are tendered must have been held by the Participant for at least six (6)
months (or such other period as the Committee may permit) prior to their tender to satisfy the
aggregate purchase price if acquired under this Plan or any other compensation plan maintained by
the Company, or have been purchased in the open market) (C) by the delivery of cash in the amount
of the aggregate purchase price payable by reason of such exercise by a broker-dealer acceptable to
the Company to whom the optionee has submitted an irrevocable notice of exercise or (D) a
combination of (A) and (B), in each case to the extent set forth in the Agreement relating to the
option, (ii) if applicable, by surrendering to the Company any Tandem SARs which are cancelled by
reason of the exercise of the option and (iii) by executing such documents as the Company may
reasonably request. Any fraction of a share of Common Stock which would be required to pay such
purchase price shall be disregarded and the remaining amount due shall be paid in cash by the
optionee. No certificate representing Common Stock shall be delivered until the full purchase price
therefore has been paid (or arrangement made for such payment to the Company’s satisfaction).


 2.2 Stock Appreciation Rights. The Committee may, in its discretion, grant SARs to
such eligible persons under Section 1.4 as may be selected by the Committee. The Agreement relating
to an SAR shall specify whether the SAR is a Tandem SAR or a Free-Standing SAR. SARs shall be
subject to the following terms and conditions and shall contain such additional terms and
conditions, not inconsistent with the terms of this Plan, as the Committee shall deem advisable:




     (a) Number of SARs and Base Price. The number of SARs subject to an award shall be
determined by the Committee. Any Tandem SAR related to an Incentive Stock Option shall be granted
at the same time that such Incentive Stock Option is granted. The base



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price of a Tandem SAR shall be the purchase price per share of Common Stock of the related option.
The base price of a Free-Standing SAR shall be determined by the Committee; provided, however, that
such base price shall not be less than 100% of the Fair Market Value of a share of Common Stock on
the date of grant of such SAR.



     (b) Exercise Period and Exercisability. Each SAR, by its terms, shall require the
Participant to remain in the continuous employ of the Company for at least one year following the
date of grant of the option before any part of the SAR shall be exercisable, except in the case of
a Change in Control. The Agreement relating to an award of SARs shall specify whether such award
may be settled in shares of Common Stock (including shares of Restricted Stock) or cash or a
combination thereof, provided, however, that cash settled SARs may only be granted to persons not
subject to United States income tax laws, including Section 409A of the Code and the rules and
regulations promulgated thereunder. The period for the exercise of an SAR shall be determined by
the Committee; provided, however, that no SAR may be exercised later than 10 years after its date
of grant; provided further, that no Tandem SAR shall be exercised later than the expiration,
cancellation, forfeiture or other termination of the related option. Once determined and stated in
an Agreement with respect to an SAR, the period during which an SAR can be exercised shall not be
further extended. The Committee may, in its discretion, establish Performance Measures which shall
be satisfied or met as a condition to the grant of an SAR or to the exercisability of all or a
portion of an SAR. The Committee shall determine whether an SAR may be exercised in cumulative or
non-cumulative installments and in part or in full at any time. An exercisable SAR, or portion
thereof, may be exercised, in the case of a Tandem SAR, only with respect to whole shares of Common
Stock and, in the case of a Free Standing SAR, only with respect to a whole number of SARs. If an
SAR is exercised for shares of Restricted Stock, a certificate or certificates representing such
Restricted Stock shall be issued in accordance with Section 3.2(c) and the holder of such
Restricted Stock shall have such rights of a stockholder of the Company as determined pursuant to
Section 3.2(d). Prior to the exercise of an SAR for shares of Common Stock, including Restricted
Stock, the holder of such SAR shall have no rights as a stockholder of the Company with respect to
the shares of Common Stock subject to such SAR.




     (c) Method of Exercise. A Tandem SAR may be exercised (i) by giving written notice to
the Company specifying the number of whole SARs which are being exercised, (ii) by surrendering to
the Company any options which are cancelled by reason of the exercise of the Tandem SAR and (iii)
by executing such documents as the Company may reasonably request. A Free-Standing SAR may be
exercised (i) by giving written notice to the Company specifying the whole number of SARs which are
being exercised and (ii) by executing such documents as the Company may reasonably request.



 2.3 Termination of Employment or Service. (a) Non-Statutory Stock Options and
SARs. Unless otherwise specified in the Agreement evidencing an option or SAR, but subject to
Section 2.1(b) or Section 2.2(b), as the case may be, if the holder of an option (other than an
Incentive Stock Option) or SAR terminates employment with the Company by reason of (i) death, or
(ii) retirement on or after age 55 with a minimum of 10 years of employment with or service to the
company, or (iii) the occurrence of such individual’s Disability Date, such option or SAR shall be
exercisable for the remainder of the option


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period or SAR period as stated under the terms of the option or SAR, as the case may be, but only
to the extent that such option or SAR was exercisable at the date of such termination of
employment.




     If the employment with the Company of the holder of an option (other than an Incentive Stock
Option) or SAR is terminated for any other reason, such option or SAR shall remain exercisable to
the extent that it was exercisable at the date of such termination of employment, for a period of
90 days following such termination of employment. Notwithstanding anything to the contrary
contained in the preceding sentence, if such holder’s employment with the Company is terminated by
the Company for Cause, his or her rights under all options and SARs shall terminate automatically
on the effective date of such termination of employment.




     (b) Termination of Employment — Incentive Stock Options. Unless otherwise specified in
the Agreement evidencing an option, but subject to Section 2.1(b), if the holder of an Incentive
Stock Option terminates employment with the Company by reason of Permanent and Total Disability,
such Incentive Stock Option shall be exercisable only to the extent that it was exercisable on the
effective date of such termination of employment and may thereafter be exercised by such holder (or
such holder’s legal representative or similar person) until the date which is one year after the
effective date of such termination of employment.




     Unless otherwise specified in the Agreement evidencing an option, but subject to Section
2.1(b), if the holder of an Incentive Stock Option ceases to be an employee of the Company by
reason of his or her death, such Incentive Stock Option shall be exercisable only to the extent
that it was exercisable on the date of such optionee’s death and may thereafter be exercised by
such optionee’s executor, administrator, legal representative, beneficiary or similar person until
the date which is three years after the date of death.



     If the Company terminates the employment of the holder of an Incentive Stock Option for Cause,
such Incentive Stock Option shall terminate automatically on the effective date of such termination
of employment.



     Unless otherwise specified in the Agreement evidencing an option, but subject to Section
2.1(b), if the Company’s employment of the holder of an Incentive Stock Option is terminated for
any reason other than Permanent and Total disability, death or Cause, such Incentive Stock shall be
excisable only to the extent that it was exercisable on the effective date of such termination of
employment, and may thereafter be exercised by such holder (or such holder’s legal representative
or similar person) until the date which is 90 days after the effective date of such termination of
employment.



     If the holder of an Incentive Stock Option dies during the period set forth in the first
paragraph of this Subsection (b) following termination of employment by reason of Permanent and
Total Disability, or during the period set forth in the fourth paragraph of this Subsection (b)
following termination of employment for any reason other than Permanent and Total Disability for
death or Cause, such Incentive Stock Option shall be exercisable only to the extent it was
exercisable on the date of the holder’s death and may thereafter be exercised by the holder’s
executor, administrator, legal representative,



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beneficiary or similar person until the date which is three years after the date of death.


 2.4 No Repricing. Notwithstanding anything in this Plan to the contrary and
subject to Section 5.7, without the approval of the stockholders of the Company the Committee will
not amend or replace any previously granted option or SAR in a transaction that constitutes a
“repricing,” as such term is used in Section 303A.08 of the Listed Company Manual of the New York
Stock Exchange.




III. STOCK AWARDS




 3.1 Stock Awards. The Committee may, in its discretion, grant Stock Awards to such
eligible persons under Section 1.4 as may be selected by the Committee. The Agreement relating to
the Stock Award shall specify whether the Stock Award is a Restricted Stock Award, a Restricted
Stock Unit Award, or Bonus Stock Award.



3.2 Terms of Stock Awards. Stock Awards shall be subject to the following terms
and conditions and shall contain such additional terms and conditions, not inconsistent with the
terms of this Plan, as the Committee shall deem advisable.




     (a) Number of Shares and Other Terms. The number of shares of Common Stock subject to
a Restricted Stock Award, Restricted Stock Unit Award, or Bonus Stock Award and the Performance
Measures (if any) and Restriction Period applicable to a Restricted Stock Award or Restricted Stock
Unit Award shall be determined by the Committee.




     (b) Vesting and Forfeiture. The Agreement relating to a Restricted Stock Award or
Restricted Stock Unit Award shall provide, in the manner determined by the Committee, in its
discretion, and subject to the provisions of this Plan, for the vesting of the shares of Common
Stock subject to such award, in the case of a Restricted Stock Award, or the vesting of the
Restricted Stock Unit Award itself, in the case of Restricted Stock Unit Award, (i) if specified
Performance Measures are satisfied or met during the specified Restriction Period or (ii) if the
holder of such award remains continuously in the employment of or service to the Company during the
specified Restriction Period, and for the forfeiture of the shares of Common Stock subject to such
award in the case of a Restricted Stock Award, or the forfeiture of the Restricted Stock Unit Award
itself, in the case of a Restricted Stock Unit Award, (x) if specified Performance Measures are not
satisfied or met during the specified Performance Period or (y) if the holder of such award does
not remain continuously in the employment of or service to the Company during the specified
Restriction Period.




     Bonus Stock Awards shall not be subject to any Performance Measures or Restriction Periods.




     (c) Share Certificates. During the Restriction Period, a certificate or certificates
representing a Restricted Stock Award may be registered in the holder’s name and may bear a legend,
in addition to any legend which may be required pursuant to Section 5.6, indicating that the
ownership of the shares of Common Stock represented by such certificate is subject to the
restrictions, terms and conditions of this Plan and the Agreement relating to the Restricted Stock
Award. All such certificates shall be deposited with the Company, together with stock powers or
other instruments of assignment




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(including a power of attorney), each endorsed in blank with a guarantee of signature if deemed
necessary or appropriate by the Company, which would permit transfer to the Company of all or a
portion of the shares of Common Stock subject to the Restricted Stock Award in the event such award
is forfeited in whole or in part. Upon termination of any applicable Restriction Period (and the
satisfaction or attainment of applicable Performance Measures), or upon the grant of a Bonus Stock
Award, in each case subject to the Company’s right to require payment of any taxes in accordance
with Section 5.5, a certificate or certificates evidencing ownership of the requisite number of
shares of Common Stock shall be delivered to the holder of such award.




     (d) Rights with Respect to Restricted Stock Awards. Unless otherwise set forth in the
Agreement relating to a Restricted Stock Award, and subject to the terms and conditions of a
Restricted Stock Award, the holder of such award shall have all rights as a stockholder of the
Company, including, but not limited to, voting rights, the right to receive dividends and the right
to participate in any capital adjustment applicable to all holders of Common Stock; provided,
however, that a distribution with respect to shares of Common Stock, other than a regular cash
dividend, shall be deposited with the Company and shall be subject to the same restrictions as the
shares of Common Stock with respect to which such distribution was made.




     (e) Rights and Provisions Applicable to Restricted Stock Unit Awards. The Agreement
relating to a Restricted Stock Unit Award shall specify whether the holder thereof shall be
entitled to receive, on a current or deferred basis, dividend equivalents, or the deemed
reinvestment of, any deferred dividend equivalents, with respect to the number of shares of Common
Stock subject to such award. Prior to the settlement of a Restricted Stock Unit Award, the holder
thereof shall not have any rights as a stockholder of the Company with respect to the shares of
Common Stock subject to such award, except to the extent that the Committee, in its sole
discretion, may grant dividend equivalents on Restricted Stock Unit Awards as provided above. No
shares of Common Stock and no certificates representing shares of Common Stock that are the subject
to a Restricted Stock Unit Award shall be issued upon the grant of a Restricted Stock Unit Award.
Instead, shares of Common Stock subject to Restricted Stock Unit Awards and the certificates
representing such shares of Common Stock shall only be distributed at the time of settlement of
such Restricted Stock Unit Awards in accordance with the terms and conditions of this Plan and the
Agreement relating to such Restricted Stock Unit Award.



 3.3 Termination of Employment or Service. (a) Disability, Retirement and
Death. Unless otherwise set forth in the Agreement relating to a Restricted Stock Award, if the
employment with or service to the Company of the holder of such award terminates by reason of (i)
death, or (ii) retirement on or after age 55 (with a minimum of 10 years of employment with or
service to the Company), or (iii) the occurrence of such Participant’s Disability Date, or (iv)
termination of employment under any other circumstances that the Committee may determine shall
warrant the application of this provision, the restrictions imposed hereunder shall lapse with
respect to such number of shares of Restricted Stock, if any, as shall be determined by the
Committee, and the balance of such shares of Restricted Stock shall be forfeited to the Company.




     (b) Other Termination. Unless otherwise set forth in the Agreement relating to a




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Restricted Stock Award, if the employment with or service to the Company of the holder of a
Restricted Stock Award terminates for any other reason during the Restriction Period, then the
portion of such award which is subject to a Restriction Period on the effective date of such
holder’s termination of employment or service shall be forfeited by such holder and such portion
shall be canceled by the Company.



IV. PERFORMANCE SHARE AWARDS




 4.1 Performance Share Awards. The Committee may, in its discretion, grant
Performance Share Awards to such eligible persons under Section 1.4 as may be selected by the
Committee.




 4.2 Terms of Performance Share Awards. Performance Share Awards shall be subject
to the following terms and conditions and shall contain such additional terms and conditions, not
inconsistent with the terms of this Plan, as the Committee shall deem advisable.




     (a) Number of Performance Shares and Performance Measures. The number of Performance
Shares subject to any award and the Performance Measures and Performance Period applicable to such
award shall be determined by the Committee.




     (b) Vesting and Forfeiture. The Agreement relating to a Performance Share Award shall
provide, in the manner determined by the Committee, in its discretion, and subject to the
provisions of this Plan, for the vesting of such award, if specified Performance Measures are
satisfied or met during the specified Performance Period, and for the forfeiture of such award, if
specified Performance Measures are not satisfied or met during the specified Performance Period.




     (c) Settlement of Vested Performance Share Awards. The Agreement relating to a
Performance Share Award (i) shall specify whether such award may be settled in shares of Common
Stock (including shares of Restricted Stock) or cash or a combination thereof and (ii) may specify
whether the holder thereof shall be entitled to receive, on a current or deferred basis, dividend
equivalents, and, if determined by the Committee, interest on or the deemed reinvestment of any
deferred dividend equivalents, with respect to the number of shares of Common Stock subject to such
award. If a Performance Share Award is settled in shares of Restricted Stock, a certificate or
certificates representing such Restricted Stock shall be issued in accordance with Section 3.2(c)
and the holder of such Restricted Stock shall have such rights of a stockholder of the Company as
determined pursuant to Section 3.2(d). Prior to the settlement of a Performance Share Award in
shares of Common Stock, including Restricted Stock, the holder of such award shall have no rights
as a stockholder of the Company with respect to the shares of Common Stock subject to such award
and shall have rights as a stockholder of the Company in accordance with Section 5.10.
Notwithstanding any other provision of the Plan to the contrary, payments of cash, shares of Common
Stock, or any combination thereof to any Participant in respect of the settlement of a Performance
Share Award for any Performance Period shall not exceed $5,000,000, with respect to the cash
payment for such award, and shall not exceed 250,000 shares of Common Stock, with respect to the
Common Stock payment for such award.




 4.3 Termination of Employment. (a) Disability, Retirement and Death.
Unless otherwise set forth in the Agreement relating to a Performance Share Award, if the
employment with the Company of the holder of such award terminates prior to the end of


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the Performance Period applicable to such award by reason of (i) death, or (ii) retirement on or
after age 55 (with a minimum of 10 years of employment or service with the Company, (iii) the
occurrence of such Participant’s Disability Date or (v) termination of employment under any other
circumstances that the Committee may determine shall warrant the application of this provision, the
Committee, in its sole discretion and taking into consideration the performance of such Participant
and the performance of the Company during the Performance Period, may authorize the payment to such
Participant (or his legal representative) at the end of the Performance Period of all or any
portion of the Performance Award which would have been paid to such Participant for such
Performance Period.




     (b) Other Termination. Unless otherwise set forth in the Agreement relating to a
Performance Share Award, if the employment with the Company of the holder of a Performance Share
Award terminates for any other reason prior to the end of a Performance Period, then the portion of
such award which is subject to such Performance Period on the effective date of such holder’s
termination of employment shall be forfeited and such portion shall be canceled by the Company.




V. GENERAL



 5.1 Effective Date and Term of Plan. This Plan has been approved by the
stockholders of the Company and became effective as of January 1, 1998. This Plan shall terminate
on May 1, 2015, unless terminated earlier by the Board. Termination of this Plan shall not affect
the terms or conditions of any award granted prior to termination.



 5.2 Amendments. The Board may amend this Plan as it shall deem advisable, subject
to any requirement of stockholder approval required by applicable law, rule or regulation,
including Section 162(m) and Section 422 of the Code; provided, however, that no amendment shall be
made without stockholder approval if such amendment would (a) increase the maximum number of shares
of Common Stock available under this Plan (subject to Section 5.7), (b) effect any change
inconsistent with Section 422 of the Code, (c) extend the term of this Plan or (d) reduce the
minimum purchase price of a share of Common Stock subject to an option. No amendment may impair the
rights of a holder of an outstanding award without the consent of such holder.



 5.3 Agreement. Each award under this Plan shall be evidenced by an Agreement
setting forth the terms and conditions applicable to such award. No award shall be valid until an
Agreement is executed by the Company and the recipient of such award and, upon execution by each
party and delivery of the Agreement to the Company, such award shall be effective as of the
effective date set forth in the Agreement.



 5.4
Non-Transferability of Awards. Unless otherwise specified in the Agreement
relating to an award, no award shall be transferable other than by will, the laws of descent and
distribution or pursuant to beneficiary designation procedures approved by the Company. Except to
the extent permitted by the foregoing sentence or the Agreement relating to an award, each award
may be exercised or settled during the holder’s lifetime


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only by the holder or the holder’s legal representative or similar person. Except to the extent
permitted by the second preceding sentence or the Agreement relating to an award, no award may be
sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by
operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any
attempt to so sell, transfer, assign, pledge, hypothecate, encumber or otherwise dispose of any
such award, such award and all rights thereunder shall immediately become null and void.



 5.5 Tax Withholding. The Company shall have the right to require, prior to the
issuance or delivery of any shares of Common Stock or the payment of any cash pursuant to an award
made hereunder, payment by the holder of such award of any Federal, state, local or other taxes
which may be required to be withheld or paid in connection with such award. An Agreement may
provide that (i) the Company shall withhold whole shares of Common Stock which would otherwise be
delivered to a holder, having an aggregate Fair Market Value determined as of the date the
obligation to withhold or pay taxes arises in connection with an award (the “Tax Date”), or
withhold an amount of cash which would otherwise be payable to a holder, in the amount necessary to
satisfy any such obligation or (ii) the holder may satisfy any such obligation by any of the
following means: (A) a cash payment to the Company in the amount necessary to satisfy any such
obligation, (B) delivery (either actual delivery or by attestation procedures established by the
Company) to the Company of shares of Common Stock having an aggregate Fair Market Value, determined
as of the Tax Date, equal to the amount necessary to satisfy any such obligation, (C) authorizing
the Company to withhold whole shares of Common Stock which would otherwise be delivered having an
aggregate Fair Market Value, determined as of the Tax Date, or withhold an amount of cash which
would otherwise be payable to a holder, equal to the amount necessary to satisfy any such
obligation, (D) in the case of the exercise of an Incentive Stock Option or Non-Statutory Stock
Option, a cash payment in the amount necessary to satisfy any such obligation by a broker-dealer
acceptable to the Company to whom the optionee has submitted an irrevocable notice of exercise or
(E) any combination of (A), (B) and (C), in each case to the extent set forth in the Agreement
relating to the award; provided, however, that the Company shall have sole discretion to disapprove
of an election pursuant to any of clauses (B)-(E). Any fraction of a share of Common Stock which
would be required to satisfy such an obligation shall be disregarded and the remaining amount due
shall be paid in cash by the holder.



 5.6 Restrictions on Shares. Each award made hereunder shall be subject to the
requirement that if at any time the Company determines that the listing, registration or
qualification of the shares of Common Stock subject to such award upon any securities exchange or
under any law, or the consent or approval of any governmental body, or the taking of any other
action is necessary or desirable as a condition of, or in connection with, the exercise or
settlement of such award or the delivery of shares thereunder, such award shall not be exercised or
settled and such shares shall not be delivered unless such listing, registration, qualification,
consent, approval or other action shall have been effected or obtained, free of any conditions not
acceptable to the Company. The Company may require that certificates evidencing shares of Common
Stock delivered pursuant to any award made hereunder bear a legend indicating that the sale,
transfer or


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other disposition thereof by the holder is prohibited except in compliance with the Securities Act
of 1933, as amended, and the rules and regulations thereunder.



 5.7 Adjustment. In the event of any stock split, stock dividend, recapitalization,
reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or
other similar change in capitalization or event, or any distribution to holders of Common Stock
other than a regular cash dividend, the number and class of securities available under this Plan,
the maximum number of shares of Common Stock with respect to which options, SARs, Stock Awards or
Performance Share Awards or a combination thereof may be awarded during any calendar year to any
one person, the maximum number of shares of Common Stock that may be issued pursuant to Awards in
the form of Incentive Stock Options, the number and class of securities subject to each outstanding
option and the purchase price per security, the terms of each outstanding SAR, the number and class
of securities subject to each outstanding Stock Award, and the terms of each outstanding
Performance Share shall be appropriately adjusted by the Committee, such adjustments to be made in
the case of outstanding options and SARs without an increase in the aggregate purchase price or
base price. The decision of the Committee regarding any such adjustment shall be final, binding and
conclusive. If any such adjustment would result in a fractional security being (a) available under
this Plan, such fractional security shall be disregarded, or (b) subject to an award under this
Plan, the Company shall pay the holder of such award, in connection with the first vesting,
exercise or settlement of such award, in whole or in part, occurring after such adjustment, an
amount in cash determined by multiplying (i) the fraction of such security (rounded to the nearest
hundredth) by (ii) the excess, if any, of (A) the Fair Market Value on the vesting, exercise or
settlement date over (B) the exercise price, if any, of such award.



 5.8 Change in Control.




     (a)(1) Notwithstanding any provision in this Plan or any Agreement, in the event of a Change
in Control pursuant to Section (b)(3) or (4) below in connection with which the holders of Common
Stock receive shares of common stock that are registered under Section 12 of the Exchange Act, (i)
all outstanding options and SARs shall immediately become exercisable in full, (ii) the Restriction
Period applicable to any outstanding Restricted Stock Award or Restricted Stock Unit shall lapse,
(iii) the Performance Period applicable to any outstanding Performance Share shall lapse, (iv) the
Performance Measures applicable to any outstanding Restricted Stock Award (if any) and to any
outstanding Performance Share shall be deemed to be satisfied at the target level and (v) there
shall be substituted for each share of Common Stock available under this Plan, whether or not then
subject to an outstanding award, the number and class of shares into which each outstanding share
of Common Stock shall be converted pursuant to such Change in Control. In the event of any such
substitution, the purchase price per share in the case of an option and the base price in the cases
of an SAR shall be appropriately adjusted by the Committee (whose determination shall be final,
binding and conclusive), such adjustments to be made in the case of outstanding options and SARs
without an increase in the aggregate purchase price or base price.




     (2) Notwithstanding any provision in this Plan or any Agreement, in the event of a Change in
Control pursuant to Section (b)(1) or (2) below, or in the event of a Change in




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Control pursuant to Section (b)(3) or (4) below in connection with which the holders of Common
Stock receive consideration other than shares of common stock that are registered under Section 12
of the Exchange Act, each outstanding award shall be surrendered to the Company by the holder
thereof, and each such award shall immediately be canceled by the Company, and the holder shall
receive, within ten days of the occurrence of a Change in Control pursuant to Section (b)(1) or (2)
below or within ten days of the approval of the stockholders of the Company contemplated by Section
(b)(3) or (4) below, a cash payment from the Company in an amount equal to (i) in the case of an
option, the number of shares of Common Stock then subject to such option, multiplied by the
excess, if any, of the greater of (A) the highest per share price offered to stockholders of the
Company in any transaction whereby the Change in Control takes place and (B) the Fair Market Value
of a share of Common Stock on the date of occurrence of the Change in Control, over the purchase
price per share of Common Stock subject to the option, (ii) in the case of a Free-Standing SAR, the
number of shares of Common Stock then subject to such SAR, multiplied by the excess, if any, of the
greater of (A) the highest per share price offered to stockholders of the Company in any
transaction whereby the Change in Control takes place or (B) the Fair Market Value of a share of
Common Stock on the date of occurrence of the Change in Control, over the base price of the SAR,
(iii) in the case of a Restricted Stock Award or an award of Restricted Stock Units, the number of
shares of Common Stock then subject to such award, multiplied by the greater of (A) the highest per
share price offered to stockholders of the Company in any transaction whereby the Change in Control
takes place and (B) the Fair Market Value of a share of Common Stock on the date of occurrence of
the Change in Control or (iv) in the case of a Performance Share Award, the target number of
Performance Shares then subject to such award, multiplied by the greater of (A) the highest per
share price offered to stockholders of the Company in any transaction whereby the Change in Control
takes place and (B) the highest Fair Market Value of a share of Common Stock during the 90-day
period immediately preceding the date of the Change in Control. In the event of a Change in
Control, each Tandem SAR shall be surrendered by the holder thereof and shall be canceled
simultaneously with the cancellation of the related option. The Company may, but is not required
to, cooperate with any person who is subject to Section 16 of the Exchange Act to assure that any
cash payment in accordance with the foregoing to such person is made in compliance with Section 16
and the rules and regulations thereunder.




     (b) “Change in Control” shall mean:




     (1) the acquisition by any individual, entity or group (a “Person”), including
any “person” within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act, of
beneficial ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act, of
20% or more of either (i) the then outstanding shares of common stock of the Company (the
“Outstanding Common Stock”) or (ii) the combined voting power of the then outstanding
securities of the Company entitled to vote generally in the election of directors (the
“Outstanding Voting Securities”); excluding, however, the following: (A) any
acquisition directly from the Company (excluding any acquisition resulting from the exercise
of an exercise, conversion or



16









 







exchange privilege unless the security being so exercised, converted or exchanged was
acquired directly from the Company), (B) any acquisition by the Company, (C) any acquisition
by an employee benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company or (D) any acquisition by any corporation pursuant to a
transaction which complies with clauses (i), (ii) and (iii) of subsection (3) of this Section
5.8(b); provided further, that for purposes of clause (B), if any Person (other than the
Company or any employee benefit plan (or related trust) sponsored or maintained by the
Company or any corporation controlled by the Company) shall become the beneficial owner of
20% or more of the Outstanding Common Stock or 20% or more of the Outstanding Voting
Securities by reason of an acquisition by the Company, and such Person shall, after such
acquisition by the Company, become the beneficial owner of any additional shares of the
Outstanding Common Stock or any additional Outstanding Voting Securities and such beneficial
ownership is publicly announced, such additional beneficial ownership shall constitute a
Change in Control;




     (2) individuals who, as of the beginning of any consecutive two-year period constitute
the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at
least a majority of such Board; provided that any individual who subsequently becomes a
director of the Company and whose election, or nomination for election by the Company’s
stockholders, was approved by the vote of at least a majority of the directors then
comprising the Incumbent Board shall be deemed a member of the Incumbent Board; and provided
further, that any individual who was initially elected as a director of the Company as a
result of an actual or threatened solicitation by a Person other than the Board for the
purpose of opposing a solicitation by any other Person with respect to the election or
removal of directors, or any other actual or threatened solicitation of proxies or consents
by or on behalf of any Person other than the Board shall not be deemed a member of the
Incumbent Board;




     (3) the consummation of a reorganization, merger or consolidation of the Company or sale
or other disposition of all or substantially all of the assets of the Company (a
“Corporate Transaction”); excluding, however, a Corporate Transaction pursuant to
which (i) all or substantially all of the individuals or entities who are the beneficial
owners, respectively, of the Outstanding Common Stock and the Outstanding Voting Securities
immediately prior to such Corporate Transaction will beneficially own, directly or
indirectly, more than 50% of, respectively, the outstanding shares of common stock, and the
combined voting power of the outstanding securities of such corporation entitled to vote
generally in the election of directors, as the case may be, of the corporation resulting from
such Corporate Transaction (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company’s assets either
directly or indirectly) in substantially the same proportions relative to each other as their
ownership, immediately prior to such Corporate Transaction, of the Outstanding Common Stock
and the Outstanding Voting Securities, as the case may be, (ii) no Person (other than: the
Company; any employee benefit plan (or related



17









 







trust) sponsored or maintained by the Company or any corporation controlled by the Company;
the corporation resulting from such Corporate Transaction; and any Person which beneficially
owned, immediately prior to such Corporate Transaction, directly or indirectly, 15% or more
of the Outstanding Common Stock or the Outstanding Voting Securities, as the case may be)
will beneficially own, directly or indirectly, 25% or more of, respectively, the outstanding shares of common stock of the corporation resulting from such Corporate Transaction or the
combined voting power of the outstanding securities of such corporation entitled to vote
generally in the election of directors and (iii) individuals who were members of the
Incumbent Board will constitute at least a majority of the members of the board of directors
of the corporation resulting from such Corporate Transaction; or




     (4) the consummation of a plan of complete liquidation or dissolution of the
Company.


 5.9 No Right of Participation or Employment. No person shall have any right to
participate in this Plan. The Committee’s selection of a person to participate in this Plan at any
time shall not require the Committee to select such person to participate in this Plan at any other
time. Neither this Plan nor any award made hereunder shall confer upon any person any right to
continued employment by the Company, any Subsidiary or any affiliate of the Company or affect in
any manner the right of the Company, any Subsidiary or any affiliate of the Company to terminate
the employment of any person at any time without liability hereunder.




 5.10 Rights as Stockholder. No person shall have any right as a stockholder of the
Company with respect to any shares of Common Stock or other equity security of the Company which is
subject to an award hereunder unless and until such person becomes a stockholder of record with
respect to such shares of Common Stock or equity security.




 5.11 Stock Certificates. To the extent that this Plan provides for issuance of
certificates to reflect the issuance of shares of Common Stock, the issuance may be effected on a
noncertificated basis, to the extent not prohibited by applicable law or the rules of the New York
Stock Exchange.




 5.12 Governing Law. This Plan, each award hereunder and the related Agreement, and
all determinations made and actions taken pursuant thereto, to the extent not otherwise governed by
the Code or the laws of the United States, shall be governed by the laws of the State of Delaware
and construed in accordance therewith without giving effect to principles of conflicts of laws.




 5.13 Foreign Employees. Without amending this Plan, the Committee may grant awards
to eligible persons who are foreign nationals on such terms and conditions different from those
specified in this Plan as may in the judgment of the Committee be necessary or desirable to foster
and promote achievement of the purpose of this Plan and, in furtherance of such purpose, the
Committee may make such modifications, amendments, procedures, subplans and the like as may be
necessary or advisable to comply with provisions of laws in other countries or jurisdictions in
which the Company or any of its Subsidiaries operates or has employees.





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