Exhibit 10.1


    Exhibit
      10.1

    
 

    ANADIGICS,
      INC.

    AMENDED
      AND RESTATED

    2005
      LONG TERM INCENTIVE AND SHARE AWARD PLAN

    


    


    
      	1.  	
              Purposes.

            


    

     

    The
      purposes of the 2005 Long Term Incentive and Share Award Plan are to advance
      the
      interests of ANADIGICS, Inc. and its shareholders by providing a means to
      attract, retain, and motivate employees, consultants and
      directors of the Company, its subsidiaries and affiliates, to provide for
      competitive compensation opportunities, to encourage long term service, to
      recognize individual contributions and reward achievement of performance goals,
      and to promote the creation of long term value for stockholders by aligning
      the
      interests of such persons with those of stockholders.

     

    
      	2.  	
              Definitions.

            


    

     

    For
      purposes of the Plan, the following terms shall be defined as set forth
      below:

     

    (a)  “Affiliate”
      means any entity other than the Company and its Subsidiaries that is designated
      by the Board or the Committee as a participating employer under the Plan;
provided,
      however,
      that
      the Company directly or indirectly owns at least 20% of the combined voting
      power of all classes of stock of such entity or at least 20% of the ownership
      interests in such entity.

     

    (b)  “Award”
      means any Option, SAR, Restricted Share, Restricted Share Unit, Performance
      Share, Performance Unit, Dividend Equivalent, or Other Share-Based Award granted
      to an Eligible Person under the Plan.

     

    (c)  “Award
      Agreement” means any written agreement, contract, or other instrument or
      document evidencing an Award.

     

    (d)  “Beneficiary”
      means the person, persons, trust or trusts which have been designated by an
      Eligible Person in his or her most recent written beneficiary designation filed
      with the Company to receive the benefits specified under this Plan upon the
      death of the Eligible Person, or, if there is no designated Beneficiary or
      surviving designated Beneficiary, then the person, persons, trust or trusts
      entitled by will or the laws of descent and distribution to receive such
      benefits.

     

    (e)  “Board”
      means the Board of Directors of the Company.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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    (f)  “Code”
      means the Internal Revenue Code of 1986, as amended from time to time.
      References to any provision of the Code shall be deemed to include successor
      provisions thereto and regulations thereunder.

     

    (g)  “Committee”
      means the Compensation Committee of the Board, or such other Board committee
      (which may include the entire Board) as may be designated by the Board to
      administer the Plan; provided,
      however,
      that,
      unless otherwise determined by the Board, the Committee shall consist of two
      or
      more directors of the Company, each of whom is a “non-employee director” within
      the meaning of Rule 16b-3 under the Exchange Act, to the extent applicable,
      and
      each of whom is an “outside director” within the meaning of Section 162(m)
      of the Code, to the extent applicable; provided,
      further,
      that
      the mere fact that the Committee shall fail to qualify under either of the
      foregoing requirements shall not invalidate any Award made by the Committee
      which Award is otherwise validly made under the Plan.

     

    (h)  “Company”
      means ANADIGICS, Inc., a corporation organized under the laws of Delaware,
      or
      any successor corporation.

     

    (i)  “Director”
      means a member of the Board who is not an employee of the Company, a Subsidiary
      or an Affiliate.

     

    (j)  “Dividend
      Equivalent” means a right, granted under Section 5(g), to receive cash, Shares,
      or other property equal in value to dividends paid with respect to a specified
      number of Shares. Dividend Equivalents may be awarded on a free-standing basis
      or in connection with another Award, and may be paid currently or on a deferred
      basis.

     

    (k)  “Eligible
      Person” means (i) an employee or consultant of the Company, a Subsidiary or an
      Affiliate, including any director who is an employee, or (ii) a Director.
      Notwithstanding any provisions of this Plan to the contrary, an Award may be
      granted to an employee, consultant or Director, in connection with his or her
      hiring or retention prior to the date the employee, consultant or Director
      first
      performs services for the Company, a Subsidiary or an Affiliate; provided,
      however,
      that
      any such Award shall not become vested or exercisable prior to the date the
      employee, consultant or Director first performs such services.

     

    (l)  “Exchange
      Act” means the Securities Exchange Act of 1934, as amended from time to time.
      References to any provision of the Exchange Act shall be deemed to include
      successor provisions thereto and regulations thereunder.

     

    (m)  “Fair
      Market Value” means, with respect to Shares or other property, the fair market
      value of such Shares or other property determined by such methods or procedures
      as shall be established from time to time by the Committee. If the Shares are
      listed on any established stock exchange or a national market system, unless
      otherwise determined by the Committee in good faith, the Fair Market Value
      of
      Shares shall mean the mean between 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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    the
      high
      and low selling prices per Share on the immediately preceding date (or, if
      the
      Shares were not traded on that day, the next preceding day that the Shares
      were
      traded) on the principal exchange or market system on which the Shares are
      traded, as such prices are officially quoted on such exchange.

     

    (n)  “ISO”
      means any Option intended to be and designated as an incentive stock option
      within the meaning of Section 422 of the Code.

     

    (o)  “NQSO”
      means any Option that is not an ISO.

     

    (p)  “Option”
      means a right, granted under Section 5(b), to purchase Shares.

     

    (q)  “Other
      Share-Based Award” means a right, granted under Section 5(h), that relates to or
      is valued by reference to Shares.

     

    (r)  “Participant”
      means an Eligible Person who has been granted an Award under the
      Plan.

     

    (s)  “Performance
      Share” means a performance share granted under Section 5(f).

     

    (t)  “Performance
      Unit” means a performance unit granted under Section 5(f).

     

    (u)  “Plan”
      means this 2005 Long Term Incentive and Share Award Plan.

     

    (v)  “Restricted
      Shares” means an Award of Shares under Section 5(d) that may be subject to
      certain restrictions and to a risk of forfeiture.

     

    (w)  “Restricted
      Share Unit” means a right, granted under Section 5(e), to receive Shares or cash
      at the end of a specified deferral period.

     

    (x)  “Rule
      16b-3” means Rule 16b-3, as from time to time in effect and applicable to the
      Plan and Participants, promulgated by the Securities and Exchange Commission
      under Section 16 of the Exchange Act.

     

    (y)  “SAR”
or
      “Share Appreciation Right” means the right, granted under Section 5(c), to be
      paid an amount measured by the difference between the exercise price of the
      right and the Fair Market Value of Shares on the date of exercise of the right,
      with payment to be made in cash, Shares, or property as specified in the Award
      or determined by the Committee.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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    (z)  “Shares”
      means common stock, $0.01 par value per share, of the Company, and such other
      securities as may be substituted for Shares pursuant to Section 4(c)
      hereof.

     

    (aa)  “Subsidiary”
      means any corporation (other than the Company) in an unbroken chain of
      corporations beginning with the Company if each of the corporations (other
      than
      the last corporation in the unbroken chain) owns shares possessing 50% or more
      of the total combined voting power of all classes of stock in one of the other
      corporations in the chain.

     

    (bb)  “Termination
      of Service” means the termination of the Participant’s employment, consulting
      services or directorship with the Company, its Subsidiaries and its Affiliates,
      as the case may be. A Participant employed by a Subsidiary of the Company or
      one
      of its Affiliates shall also be deemed to incur a Termination of Service if
      the
      Subsidiary of the Company or Affiliate ceases to be such a Subsidiary or an
      Affiliate, as the case may be, and the Participant does not immediately
      thereafter become an employee or director of, or a consultant to, the Company,
      another Subsidiary of the Company or an Affiliate. Temporary absences from
      employment because of illness, vacation or leave of absence and transfers among
      the Company and its Subsidiaries and Affiliates shall not be considered a
      Termination of Service.

     

    
      	3.  	
              Administration.

            


    

     

    (a)  Authority
      of the Committee.
      The
      Plan shall be administered by the Committee, and the Committee shall have full
      and final authority to take the following actions, in each case subject to
      and
      consistent with the provisions of the Plan:

     

    (i)  to
      select
      Eligible Persons to whom Awards may be granted;

     

    (ii)  to
      designate Affiliates;

     

    (iii)  to
      determine the type or types of Awards to be granted to each Eligible
      Person;

     

    (iv)  to
      determine the type and number of Awards to be granted, the number of Shares
      to
      which an Award may relate, the terms and conditions of any Award granted under
      the Plan (including, but not limited to, any exercise price, grant price, or
      purchase price, any restriction or condition, any schedule for lapse of
      restrictions or conditions relating to transferability or forfeiture,
      exercisability, or settlement of an Award, and waiver or accelerations thereof,
      and waivers of performance conditions relating to an Award, based in each case
      on such considerations as the Committee shall determine), and all other matters
      to be determined in connection with an Award;

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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    (v)  to
      determine whether, to what extent, and under what circumstances an Award may
      be
      settled, or the exercise price of an Award may be paid, in cash, Shares, other
      Awards, or other property, or an Award may be canceled, forfeited, exchanged,
      or
      surrendered;

     

    (vi)  to
      determine whether, to what extent, and under what circumstances cash, Shares,
      other Awards, or other property payable with respect to an Award will be
      deferred either automatically, at the election of the Committee, or at the
      election of the Eligible Person;

     

    (vii)  to
      prescribe the form of each Award Agreement, which need not be identical for
      each
      Eligible Person;

     

    (viii)  to
      adopt,
      amend, suspend, waive, and rescind such rules and regulations and appoint such
      agents as the Committee may deem necessary or advisable to administer the
      Plan;

     

    (ix)  to
      correct any defect or supply any omission or reconcile any inconsistency in
      the
      Plan and to construe and interpret the Plan and any Award, rules and
      regulations, Award Agreement, or other instrument hereunder;

     

    (x)  to
      accelerate the exercisability or vesting of all or any portion of any Award
      or
      to extend the period during which an Award is exercisable; 

     

    (xi)  to
      determine whether uncertificated Shares may be used in satisfying Awards and
      otherwise in connection with the Plan; and

     

    (xii)  to
      make
      all other decisions and determinations as may be required under the terms of
      the
      Plan or as the Committee may deem necessary or advisable for the administration
      of the Plan.

     

    (b)  Manner
      of Exercise of Committee Authority.
      The
      Committee shall have sole discretion in exercising its authority under the
      Plan.
      Any action of the Committee with respect to the Plan shall be final, conclusive,
      and binding on all persons, including the Company, Subsidiaries, Affiliates,
      Eligible Persons, any person claiming any rights under the Plan from or through
      any Eligible Person, and shareholders. The express grant of any specific power
      to the Committee, and the taking of any action by the Committee, shall not
      be
      construed as limiting any power or authority of the Committee. The Committee
      may
      delegate to other members of the Board or officers or managers of the Company
      or
      any Subsidiary or Affiliate the authority, subject to such terms as the
      Committee shall determine, to perform administrative functions and, with respect
      to Awards granted to persons not subject to Section 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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    16
      of the
      Exchange Act, to perform such other functions as the Committee may determine,
      to
      the extent permitted under Rule 16b-3 (if applicable) and applicable
      law.

     

    (c)  Limitation
      of Liability.
      Each
      member of the Committee shall be entitled to, in good faith, rely or act upon
      any report or other information furnished to him or her by any officer or other
      employee of the Company or any Subsidiary or Affiliate, the Company’s
      independent certified public accountants, or other professional retained by
      the
      Company to assist in the administration of the Plan. No member of the Committee,
      and no officer or employee of the Company acting on behalf of the Committee,
      shall be personally liable for any action, determination, or interpretation
      taken or made in good faith with respect to the Plan, and all members of the
      Committee and any officer or employee of the Company acting on their behalf
      shall, to the extent permitted by law, be fully indemnified and protected by
      the
      Company with respect to any such action, determination, or
      interpretation.

     

    (d)  Limitation
      on Committee’s Discretion.
      Anything in this Plan to the contrary notwithstanding, in the case of any Award
      which is intended to qualify as “performance-based compensation” within the
      meaning of Section 162(m)(4)(C) of the Code, if the Award Agreement so provides,
      the Committee shall have no discretion to increase the amount of compensation
      payable under the Award to the extent such an increase would cause the Award
      to
      lose its qualification as such performance-based compensation.

     

    (e)  No
      Option or SAR Repricing Without Shareholder Approval.
      Except
      as provided in the first sentence of Section 4(c) hereof relating to
      certain antidilution adjustments, unless the approval of shareholders of the
      Company is obtained, Options and SARs issued under the Plan shall not be amended
      to lower their exercise price and Options and SARs issued under the Plan will
      not be exchanged for other Options or SARs with lower exercise prices or for
      other awards the effect of which would be a repricing of the Options or
      SARs.

     

    (f)  Limitation
      on Committee’s Authority under 409A.
      Anything in this Plan to the contrary notwithstanding, the Committee’s authority
      to modify outstanding Awards shall be limited to the extent necessary so that
      the existence of such authority does not (i) cause an Award that is not
      otherwise deferred compensation subject to Section 409A of the Code to become
      deferred compensation subject to Section 409A of the Code or (ii) cause an
      Award
      that is otherwise deferred compensation subject to Section 409A of the Code
      to
      fail to meet the requirements prescribed by Section 409A of the
      Code.

     

    
      	4.  	
              Shares
                Subject to the Plan.

            


    

     

    (a)  Subject
      to adjustment as provided in Section 4(c) hereof, (i) the total number of Shares
      reserved for issuance in connection with Awards under the Plan shall be
      5,450,000, and (ii) the total number of Shares reserved for issuance in
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    Awards
      other than Options (i.e.,
      SARs,
      Restricted Share, Restricted Unit, Performance Share, Performance Unit, Dividend
      Equivalents and Other Share-Based Awards) shall be 5,150,000. No Award may
      be
      granted if the number of Shares to which such Award relates, when added to
      the
      number of Shares previously issued under the Plan, exceeds the number of Shares
      reserved under the applicable provisions of the preceding sentence. If any
      Awards are forfeited, canceled, terminated, exchanged or surrendered or such
      Award is settled in cash or otherwise terminates without a distribution of
      Shares to the Participant, any Shares counted against the number of Shares
      reserved and available under the Plan with respect to such Award shall, to
      the
      extent of any such forfeiture, settlement, termination, cancellation, exchange
      or surrender, again be available for Awards under the Plan. Upon the exercise
      of
      any Award granted in tandem with any other Awards, such related Awards shall
      be
      canceled to the extent of the number of Shares as to which the Award is
      exercised. 

     

    (b)  Subject
      to adjustment as provided in Section 4(c) hereof, the maximum number of Shares
      (i) with respect to which Options or SARs may be granted during a calendar
      year to any Eligible Person under this Plan shall be 500,000 Shares, and
      (ii) with respect to Performance Shares, Performance Units, Restricted
      Shares or Restricted Share Units intended to qualify as performance-based
      compensation within the meaning of Section 162(m)(4)(C) of the Code shall
      be the equivalent of 500,000 Shares during a calendar year to any Eligible
      Person under this Plan.

     

    (c)  In
      the
      event that the Committee shall determine that any dividend in Shares,
      recapitalization, Share split, reverse split, reorganization, merger,
      consolidation, spin-off, combination, repurchase, share exchange, extraordinary
      distribution or other similar corporate transaction or event, affects the Shares
      such that an adjustment is appropriate in order to prevent dilution or
      enlargement of the rights of Eligible Persons under the Plan, then the Committee
      shall make such equitable changes or adjustments as it deems appropriate and,
      in
      such manner as it may deem equitable (i), adjust any or all of (x) the number
      and kind of shares which may thereafter be issued under the Plan, (y) the number
      and kind of shares, other securities or other consideration issued or issuable
      in respect of outstanding Awards, and (z) the exercise price, grant price,
      or
      purchase price relating to any Award, or (ii) provide for a distribution of
      cash
      or property in respect of any Award; provided,
      however,
      in each
      case that, with respect to ISOs, such adjustment shall be made in accordance
      with Section 424(a) of the Code, unless the Committee determines otherwise
      and
provided further,
      that no
      adjustment shall be made pursuant to this Section 4(c) that causes any
      Award that is not otherwise deferred compensation subject to Section 409A of
      the
      Code to become deferred compensation subject to Section 409A of the Code. In
      addition, the Committee is authorized to make adjustments in the terms and
      conditions of, and the criteria and performance objectives, if any, included
      in,
      Awards in recognition of unusual or non-recurring events (including, without
      limitation, events described in the preceding sentence) affecting the Company
      or
      any Subsidiary or Affiliate or the financial statements of the Company or any
      Subsidiary or Affiliate, or in 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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    response
      to changes in applicable laws, regulations, or accounting principles;
provided,
      however,
      that,
      if an Award Agreement specifically so provides, the Committee shall not have
      discretion to increase the amount of compensation payable under the Award to
      the
      extent such an increase would cause the Award to lose its qualification as
      performance-based compensation for purposes of Section 162(m)(4)(C) of the
      Code
      and the regulations thereunder.

     

    (d)  Any
      Shares distributed pursuant to an Award may consist, in whole or in part, of
      authorized and unissued Shares or treasury Shares including Shares acquired
      by
      purchase in the open market or in private transactions.

     

    
      	5.  	
              Specific
                Terms of Awards.

            


    

     

    (a)  General.
      Awards
      may be granted on the terms and conditions set forth in this Section 5. In
      addition, the Committee may impose on any Award or the exercise thereof, at
      the
      date of grant or thereafter (subject to Section 8(d)), such additional terms
      and
      conditions, not inconsistent with the provisions of the Plan, as the Committee
      shall determine, including terms regarding forfeiture of Awards or continued
      exercisability of Awards in the event of Termination of Service by the Eligible
      Person.

     

    (b)  Options.
      The
      Committee is authorized to grant Options, which may be NQSOs or ISOs, to
      Eligible Persons on the following terms and conditions:

     

    (i)  Exercise
      Price.
      The
      exercise price per Share purchasable under an Option shall be determined by
      the
      Committee; provided,
      however,
      that
      the exercise price per Share of an Option shall not be less than the Fair Market
      Value of a Share on the date of grant of the Option. The Committee may, without
      limitation, set an exercise price that is based upon achievement of performance
      criteria if deemed appropriate by the Committee.

     

    (ii)  Option
      Term.
      The
      term of each Option shall be determined by the Committee; provided,
      however,
      that
      such term shall not be longer than ten years from the date of grant of the
      Option.

     

    (iii)  Time
      and Method of Exercise.
      The
      Committee shall determine at the date of grant or thereafter the time or times
      at which an Option may be exercised in whole or in part (including, without
      limitation, upon achievement of performance criteria if deemed appropriate
      by
      the Committee), the methods by which such exercise price may be paid or deemed
      to be paid (including, without limitation, broker-assisted exercise
      arrangements), the form of such payment (including, without limitation, cash,
      Shares, notes or other property), and the methods by which Shares will be
      delivered or deemed to be delivered to Eligible Persons; provided,
      however,
      that in
      no event may any portion of the exercise price be paid with Shares acquired
      either under an Award 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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    granted
      pursuant to this Plan, upon exercise of a stock option granted under another
      Company plan or as a stock bonus or other stock award granted under another
      Company plan unless, in any such case, the Shares were acquired and vested
      more
      than six months in advance of the date of exercise.

     

    (iv)  ISOs.
      The
      terms of any ISO granted under the Plan shall comply in all respects with the
      provisions of Section 422 of the Code, including but not limited to the
      requirement that the ISO shall be granted within ten years from the earlier
      of
      the date of adoption or shareholder approval of the Plan. ISOs may only be
      granted to employees of the Company or a Subsidiary.

     

    (c)  SARs.
      The
      Committee is authorized to grant SARs (Share Appreciation Rights) to Eligible
      Persons on the following terms and conditions:

     

    (i)  Right
      to Payment.
      A SAR
      shall confer on the Eligible Person to whom it is granted a right to receive
      with respect to each Share subject thereto, upon exercise thereof, the excess
      of
      (1) the Fair Market Value of one Share on the date of exercise over (2) the
      exercise price per Share of the SAR as determined by the Committee as of the
      date of grant of the SAR (which shall not be less than the Fair Market Value
      per
      Share on the date of grant of the SAR and, in the case of a SAR granted in
      tandem with an Option, shall be equal to the exercise price of the underlying
      Option).

     

    (ii)  The
      Committee shall determine, at the time of grant, the time or times at which
      a
      SAR may be exercised in whole or in part (which shall not be more than ten
      years
      after the date of grant of the SAR), the method of exercise, method of
      settlement, form of consideration payable in settlement, method by which Shares
      will be delivered or deemed to be delivered to Eligible Persons, whether or
      not
      a SAR shall be in tandem with any other Award, and any other terms and
      conditions of any SAR. Unless the Committee determines otherwise, a SAR (1)
      granted in tandem with an NQSO may be granted at the time of grant of the
      related NQSO or at any time thereafter and (2) granted in tandem with an ISO
      may
      only be granted at the time of grant of the related ISO.

     

    (d)  Restricted
      Shares.
      The
      Committee is authorized to grant Restricted Shares to Eligible Persons on the
      following terms and conditions:

     

    (i)  Issuance
      and Restrictions.
      Restricted Shares shall be subject to such restrictions on transferability
      and
      other restrictions, if any, as the Committee may impose at the date of grant
      or
      thereafter, which restrictions may lapse separately or in combination at such
      times, under such circumstances (including, without limitation, upon achievement
      of performance criteria if deemed appropriate by the Committee), in such
      installments, or otherwise, as the Committee may determine. Except to the extent
      re

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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    stricted
      under the Award Agreement relating to the Restricted Shares, an Eligible Person
      granted Restricted Shares shall have all of the rights of a shareholder
      including, without limitation, the right to vote Restricted Shares and the
      right
      to receive dividends thereon. 

     

    (ii)  Forfeiture.
      Except
      as otherwise determined by the Committee, at the date of grant or thereafter,
      upon Termination of Service during the applicable restriction period, Restricted
      Shares and any accrued but unpaid dividends or Dividend Equivalents that are
      at
      that time subject to restrictions shall be forfeited; provided,
      however,
      that
      the Committee may provide, by rule or regulation or in any Award Agreement,
      or
      may determine in any individual case, that restrictions or forfeiture conditions
      relating to Restricted Shares will be waived in whole or in part in the event
      of
      Termination of Service resulting from specified causes, and the Committee may
      in
      other cases waive in whole or in part the forfeiture of Restricted
      Shares.

     

    (iii)  Certificates
      for Shares.
      Restricted Shares granted under the Plan may be evidenced in such manner as
      the
      Committee shall determine. If certificates representing Restricted Shares are
      registered in the name of the Eligible Person, such certificates shall bear
      an
      appropriate legend referring to the terms, conditions, and restrictions
      applicable to such Restricted Shares and, unless otherwise determined by the
      Committee, the Company shall retain physical possession of the certificate
      and
      the Participant shall deliver a stock power to the Company, endorsed in blank,
      relating to the Restricted Shares.

     

    (iv)  Dividends.
      Dividends paid on Restricted Shares shall be either paid at the dividend payment
      date, or deferred for payment to such date as determined by the Committee,
      in
      cash or in restricted or unrestricted Shares having a Fair Market Value equal
      to
      the amount of such dividends. Unless otherwise determined by the Committee,
      Shares distributed in connection with a Share split or dividend in Shares,
      and
      other property distributed as a dividend, shall be subject to restrictions
      and a
      risk of forfeiture to the same extent as the Restricted Shares with respect
      to
      which such Shares or other property has been distributed.

     

    (e)  Restricted
      Share Units.
      The
      Committee is authorized to grant Restricted Share Units to Eligible Persons,
      subject to the following terms and conditions:

     

    (i)  Award
      and Restrictions.
      Delivery of Shares or cash, as the case may be, will occur upon expiration
      of
      the deferral period specified for Restricted Share Units by the Committee (or,
      if permitted by the Committee, as elected by the Eligible Person). In addition,
      Restricted Share Units shall be subject to such restrictions as the Committee
      may impose, if any (including, without limitation, the achievement of
      performance criteria if deemed appropriate by the Committee), at the date of
      grant or 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
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    thereafter,
      which restrictions may lapse at the expiration of the deferral period or at
      earlier or later specified times, separately or in combination, in installments
      or otherwise, as the Committee may determine. 

     

    (ii)  Forfeiture.
      Except
      as otherwise determined by the Committee at the date of grant or thereafter,
      upon Termination of Service during the applicable deferral period or portion
      thereof to which forfeiture conditions apply (as provided in the Award Agreement
      evidencing the Restricted Share Units), or upon failure to satisfy any other
      conditions precedent to the delivery of Shares or cash to which such Restricted
      Share Units relate, all Restricted Share Units that are at that time subject
      to
      deferral or restriction shall be forfeited; provided,
      however,
      that
      the Committee may provide, by rule or regulation or in any Award Agreement,
      or
      may determine in any individual case, that restrictions or forfeiture conditions
      relating to Restricted Share Units will be waived in whole or in part in the
      event of Termination of Service resulting from specified causes, and the
      Committee may in other cases waive in whole or in part the forfeiture of
      Restricted Share Units.

     

    (iii)  Dividend
      Equivalents.
      Unless
      otherwise determined by the Committee at the date of grant, Dividend Equivalents
      on the specified number of Shares covered by a Restricted Share Unit shall
      be
      either (A) paid with respect to such Restricted Share Unit at the dividend
      payment date in cash or in restricted or unrestricted Shares having a Fair
      Market Value equal to the amount of such dividends, or (B) deferred with respect
      to such Restricted Share Unit and the amount or value thereof automatically
      deemed reinvested in additional Restricted Share Units or other Awards, as the
      Committee shall determine or permit the Participant to elect.

     

    (f)  Performance
      Shares and Performance Units.
      The
      Committee is authorized to grant Performance Shares or Performance Units or
      both
      to Eligible Persons on the following terms and conditions:

     

    (i)  Performance
      Period.
      The
      Committee shall determine a performance period (the “Performance Period”) of one
      or more years or other periods and shall determine the performance objectives
      for grants of Performance Shares and Performance Units. Performance objectives
      may vary from Eligible Person to Eligible Person and shall be based upon the
      performance criteria as the Committee may deem appropriate. The performance
      objectives may be determined by reference to the performance of the Company,
      or
      of a Subsidiary or Affiliate, or of a division or unit of any of the foregoing.
      Performance Periods may overlap and Eligible Persons may participate
      simultaneously with respect to Performance Shares and Performance Units for
      which different Performance Periods are prescribed.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        -12-

      

    


    


     

    (ii)  Award
      Value.
      At the
      beginning of a Performance Period, the Committee shall determine for each
      Eligible Person or group of Eligible Persons with respect to that Performance
      Period the range of number of Shares, if any, in the case of Performance Shares,
      and the range of dollar values, if any, in the case of Performance Units, which
      may be fixed or may vary in accordance with such performance or other criteria
      specified by the Committee, which shall be paid to an Eligible Person as an
      Award if the relevant measure of Company performance for the Performance Period
      is met. 

     

    (iii)  Significant
      Events.
      If
      during the course of a Performance Period there shall occur significant events
      as determined by the Committee which the Committee expects to have a substantial
      effect on a performance objective during such period, the Committee may revise
      such objective; provided,
      however,
      that,
      if an Award Agreement so provides, the Committee shall not have any discretion
      to increase the amount of compensation payable under the Award to the extent
      such an increase would cause the Award to lose its qualification as
      performance-based compensation for purposes of Section 162(m)(4)(C) of the
      Code
      and the regulations thereunder.

     

    (iv)  Forfeiture.
      Except
      as otherwise determined by the Committee, at the date of grant or thereafter,
      upon Termination of Service during the applicable Performance Period,
      Performance Shares and Performance Units for which the Performance Period was
      prescribed shall be forfeited; provided,
      however,
      that
      the Committee may provide, by rule or regulation or in any Award Agreement,
      or
      may determine in an individual case, that restrictions or forfeiture conditions
      relating to Performance Shares and Performance Units will be waived in whole
      or
      in part in the event of Terminations of Service resulting from specified causes,
      and the Committee may in other cases waive in whole or in part the forfeiture
      of
      Performance Shares and Performance Units.

     

    (v)  Payment.
      Each
      Performance Share or Performance Unit may be paid in whole Shares, or cash,
      or a
      combination of Shares and cash either as a lump sum payment or in installments,
      all as the Committee shall determine, at the time of grant of the Performance
      Share or Performance Unit or otherwise, commencing as soon as practicable after
      the end of the relevant Performance Period. 

     

    (g)  Dividend
      Equivalents.
      The
      Committee is authorized to grant Dividend Equivalents to Eligible Persons.
      The
      Committee may provide, at the date of grant or thereafter, that Dividend
      Equivalents shall be paid or distributed when accrued or shall be deemed to
      have
      been reinvested in additional Shares, or other investment vehicles as the
      Committee may specify; provided,
      however,
      that
      Dividend Equivalents (other than freestanding Dividend Equivalents) shall be
      subject to all conditions and restrictions of any underlying Awards to which
      they relate.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        -13-

      

    


    


     

    (h)  Other
      Share-Based Awards.
      The
      Committee is authorized, subject to limitations under applicable law, to grant
      to Eligible Persons such other Awards that may be denominated or payable in,
      valued in whole or in part by reference to, or otherwise based on, or related
      to, Shares, as deemed by the Committee to be consistent with the purposes of
      the
      Plan, including, without limitation, unrestricted shares awarded purely as
      a
“bonus” and not subject to any restrictions or conditions, other rights
      convertible or exchangeable into Shares, purchase rights for Shares, Awards
      with
      value and payment contingent upon performance of the Company or any other
      factors designated by the Committee, and Awards valued by reference to the
      performance of specified Subsidiaries or Affiliates. The Committee shall
      determine the terms and conditions of such Awards at date of grant or
      thereafter. Shares delivered pursuant to an Award in the nature of a purchase
      right granted under this Section 5(h) shall be purchased for such consideration,
      paid for at such times, by such methods, and in such forms, including, without
      limitation, cash, Shares, notes or other property, as the Committee shall
      determine. Cash awards, as an element of or supplement to any other Award under
      the Plan, shall also be authorized pursuant to this Section 5(h).

     

    
      	6.  	
              Certain
                Provisions Applicable to Awards.

            


    

     

    (a)  Stand-Alone,
      Additional, Tandem and Substitute Awards.
      Awards
      granted under the Plan may, in the discretion of the Committee, be granted
      to
      Eligible Persons either alone or in addition to, in tandem with, or in exchange
      or substitution for, any other Award granted under the Plan or any award granted
      under any other plan or agreement of the Company, any Subsidiary or Affiliate,
      or any business entity to be acquired by the Company or a Subsidiary or
      Affiliate, or any other right of an Eligible Person to receive payment from
      the
      Company or any Subsidiary or Affiliate. Awards may be granted in addition to
      or
      in tandem with such other Awards or awards, and may be granted either as of
      the
      same time as or a different time from the grant of such other Awards or awards.
      Subject to the provisions of Section 3(e) hereof prohibiting Option and SAR
      repricing without shareholder approval, the per Share exercise price of any
      Option, or grant price of any SAR, which is granted, in connection with the
      substitution of awards granted under any other plan or agreement of the Company
      or any Subsidiary or Affiliate or any business entity to be acquired by the
      Company or any Subsidiary or Affiliate, shall be determined by the Committee,
      in
      its discretion.

     

    (b)  Term
      of Awards.
      The
      term of each Award granted to an Eligible Person shall be for such period as
      may
      be determined by the Committee; provided,
      however,
      that in
      no event shall the term of any Option or a SAR exceed a period of ten years
      from
      the date of its grant (or such shorter period as may be applicable under Section
      422 of the Code).

     

    (c)  Form
      of Payment Under Awards.
      Subject
      to the terms of the Plan and any applicable Award Agreement, payments to be
      made
      by the Company or a Subsidiary or Affiliate upon the grant, maturation, or
      exercise of an Award may be made in such forms as the Committee shall determine
      at the date of grant or thereafter, including, without limitation, 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        -14-

      

    


    cash,
      Shares, notes or other property, and may be made in a single payment or
      transfer, in installments, or on a deferred basis. The Committee may make rules
      relating to installment or deferred payments with respect to Awards, including
      the rate of interest to be credited with respect to such payments, and the
      Committee may require deferral of payment under an Award if, in the sole
      judgment of the Committee, it may be necessary in order to avoid
      nondeductibility of the payment under Section 162(m) of the
      Code.

     

    (d)  Nontransferability.
      Unless
      otherwise set forth by the Committee in an Award Agreement, Awards shall not
      be
      transferable by an Eligible Person except by will or the laws of descent and
      distribution (except pursuant to a Beneficiary designation) and shall be
      exercisable during the lifetime of an Eligible Person only by such Eligible
      Person or his guardian or legal representative. An Eligible Person’s rights
      under the Plan may not be pledged, mortgaged, hypothecated, or otherwise
      encumbered, and shall not be subject to claims of the Eligible Person’s
      creditors.

     

    (e)  Noncompetition.
      The
      Committee may, by way of the Award Agreements or otherwise, establish such
      other
      terms, conditions, restrictions and/or limitations, if any, of any Award,
      provided they are not inconsistent with the Plan, including, without limitation,
      the requirement that the Participant not engage in competition with, solicit
      customers or employees of, or disclose or use confidential information of,
      the
      Company or its Affiliates.

     

    
      	7.  	
              Performance
                Awards.

            


    

     

    (a)  Performance
      Awards Granted to Covered Employees.
      If the
      Committee determines that an Award (other than an Option or SAR) to be granted
      to an Eligible Person should qualify as “performance-based compensation” for
      purposes of Section 162(m) of the Code, the grant, vesting, exercise and/or
      settlement of such Award (each, a “Performance Award”) shall be contingent upon
      achievement of preestablished performance goals and other terms set forth in
      this Section 7(a).

     

    (i)  Performance
      Goals Generally.
      The
      performance goals for such Performance Awards shall consist of one or more
      business criteria and a targeted level or levels of performance with respect
      to
      each of such criteria, as specified by the Committee consistent with this
      Section 7(a). The performance goals shall be objective and shall otherwise
      meet
      the requirements of Section 162(m) of the Code and regulations thereunder
      (including Treasury Regulation 1.162-27 and successor regulations thereto),
      including the requirement that the level or levels of performance targeted
      by
      the Committee result in the achievement of performance goals being
“substantially uncertain.” The Committee may determine that such Performance
      Awards shall be granted, vested, exercised and/or settled upon achievement
      of
      any one performance goal or that two or more of the performance goals must
      be
      achieved as a condition to grant, vesting, exercise and/or settlement of such
      Performance Awards. Performance 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        -15-

      

    


    goals
      may
      differ for Performance Awards granted to any one Participant or to different
      Participants.

     

    (ii)  Business
      Criteria.
      One or
      more of the following business criteria for the Company, on a consolidated
      basis, and/or for specified Subsidiaries or Affiliates or other business units
      or lines of business of the Company shall be used by the Committee in
      establishing performance goals for such Performance Awards: (1)
      earnings per share (basic or fully diluted); (2) revenues; (3)
      earnings, before or after taxes, from operations (generally or specified
      operations), or before or after interest expense, depreciation, amortization,
      incentives, or extraordinary or special items; (4)
      cash
      flow,
      free
      cash flow, cash flow return on investment (discounted or otherwise), net cash
      provided by operations, or cash flow in excess of cost of capital;
      (5)
      return on net assets, return on assets, return on investment, return on capital,
      return on equity; (6) economic value added; (7) operating margin or operating
      expense; (8) net income; (9) Share price or total stockholder return; and
(10)
      strategic business criteria, consisting of one or more objectives based on
      meeting specified market penetration, geographic business expansion goals,
      cost
      targets, customer satisfaction, supervision of litigation and information
      technology, and goals relating to acquisitions or divestitures of Subsidiaries,
      Affiliates or joint ventures. The targeted level or levels of performance with
      respect to such business criteria may be established at such levels and in
      such
      terms as the Committee may determine, in its discretion, including in absolute
      terms, as a goal relative to performance in prior periods, or as a goal compared
      to the performance of one or more comparable companies or an index covering
      multiple companies. 

     

    (iii)  Performance
      Period; Timing for Establishing Performance Goals; Per-Person
      Limit.
      Achievement of performance goals in respect of such Performance Awards shall
      be
      measured over a performance period, as specified by the Committee. A performance
      goal shall be established not later than the earlier of (A) 90 days after the
      beginning of any performance period applicable to such Performance Award or
      (B)
      the time 25% of such performance period has elapsed. In all cases, the maximum
      Performance Award of any Participant shall be subject to the limitation set
      forth in Section 4(b) or 7(a)(v), as applicable.

     

    (iv)  Settlement
      of Performance Awards; Other Terms.
      Settlement of such Performance Awards shall be in cash, Shares, other Awards
      or
      other property, in the discretion of the Committee. The Committee may, in its
      discretion, reduce the amount of a settlement otherwise to be made in connection
      with such Performance Awards, but may not exercise discretion to increase any
      such amount payable to the Participant in respect of a Performance Award subject
      to this Section 7(a). Any settlement which changes the form of payment from
      that
      originally specified shall be implemented in a manner such that the Performance
      Award and other related Awards do not, solely for 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        -16-

      

    


    that
      reason, fail to qualify as “performance-based compensation” for purposes of
      Section 162(m) of the Code. The Committee shall specify the circum-stances
      in
      which such Performance Awards shall be paid or forfeited in the event of
      Termination of Service of the Participant or other event (including a Change
      of
      Control) prior to the end of a performance period or settlement of such
      Performance Awards.

     

    (v)  Maximum
      Annual Cash Award.
      The
      maximum amount payable upon settlement of a cash-settled Performance Unit (or
      other cash-settled Award) granted under this Plan for any calendar year to
      any
      Eligible Person that is intended to satisfy the requirements for
“performance-based compensation” under Section 162(m) of the Code shall not
      exceed $1,000,000.

     

    (b)  Written
      Determinations.
      Determinations by the Committee as to the establishment of performance goals,
      the amount potentially payable in respect of Performance Awards, the level
      of
      actual achievement of the specified performance goals relating to Performance
      Awards and the amount of any final Performance Award shall be recorded in
      writing in the case of Performance Awards intended to qualify under Section
      162(m) of the Code. Specifi-cally, the Committee shall certify in writing,
      in a
      manner conforming to applicable regulations under Section 162(m), prior to
      settlement of each such Award, that the performance objective relating to the
      Performance Award and other material terms of the Award upon which settlement
      of
      the Award was conditioned have been satisfied.

     

    
      	8.  	
              General
                Provisions.

            


    

     

    (a)  Compliance
      with Legal and Trading Requirements.
      The
      Plan, the granting and exercising of Awards thereunder, and the other
      obligations of the Company under the Plan and any Award Agreement, shall be
      subject to all applicable federal, state and foreign laws, rules and
      regulations, and to such approvals by any stock exchange, regulatory or
      governmental agency as may be required. The Company, in its discretion, may
      postpone the issuance or delivery of Shares under any Award until completion
      of
      such stock exchange or market system listing or registration or qualification
      of
      such Shares or any required action under any state, federal or foreign law,
      rule
      or regulation as the Company may consider appropriate, and may require any
      Participant to make such representations and furnish such information as it
      may
      consider appropriate in connection with the issuance or delivery of Shares
      in
      compliance with applicable laws, rules and regulations. No provisions of the
      Plan shall be interpreted or construed to obligate the Company to register
      any
      Shares under federal, state or foreign law. The Shares issued under the Plan
      may
      be subject to such other restrictions on transfer as determined by the
      Committee.

     

    (b)  No
      Right to Continued Employment or Service.
      Neither
      the Plan nor any action taken thereunder shall be construed as giving any
      employee, consultant or director the right to be retained in the employ or
      service of the Company or any of its Subsidiaries or 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        -17-

      

    


    Affiliates,
      nor shall it interfere in any way with the right of the Company or any of its
      Subsidiaries or Affiliates to terminate any employee’s, consultant’s or
      director’s employment or service at any time.

     

    (c)  Taxes.
      The
      Company or any Subsidiary or Affiliate is authorized to withhold from any Award
      granted, any payment relating to an Award under the Plan, including from a
      distribution of Shares, or any payroll or other payment to an Eligible Person,
      amounts of withholding and other taxes due in connection with any transaction
      involving an Award, and to take such other action as the Committee may deem
      advisable to enable the Company and Eligible Persons to satisfy obligations
      for
      the payment of withholding taxes and other tax obligations relating to any
      Award. This authority shall include authority to withhold or receive Shares
      or
      other property and to make cash payments in respect thereof in satisfaction
      of
      an Eligible Person’s tax obligations; provided,
      however,
      that
      the amount of tax withholding to be satisfied by withholding Shares shall be
      limited to the minimum amount of taxes, including employment taxes, required
      to
      be withheld under applicable Federal, state and local law.

     

    (d)  Changes
      to the Plan and Awards.
      The
      Board may amend, alter, suspend, discontinue, or terminate the Plan or the
      Committee’s authority to grant Awards under the Plan without the consent of
      shareholders of the Company or Participants, except that any such amendment
      or
      alteration shall be subject to the approval of the Company’s shareholders (i) to
      the extent such shareholder approval is required under the rules of any stock
      exchange or automated quotation system on which the Shares may then be listed
      or
      quoted, or (ii) as it applies to ISOs, to the extent such shareholder approval
      is required under Section 422 of the Code; provided,
      however,
      that,
      without the consent of an affected Participant, no amendment, alteration,
      suspension, discontinuation, or termination of the Plan may materially and
      adversely affect the rights of such Participant under any Award theretofore
      granted to him or her. The Committee may waive any conditions or rights under,
      amend any terms of, or amend, alter, suspend, discontinue or terminate, any
      Award theretofore granted, prospectively or retrospectively; provided,
      however,
      that,
      without the consent of a Participant, no amendment, alteration, suspension,
      discontinuation or termination of any Award may materially and adversely affect
      the rights of such Participant under any Award theretofore granted to him or
      her.

     

    (e)  No
      Rights to Awards; No Shareholder Rights.
      No
      Eligible Person or employee shall have any claim to be granted any Award under
      the Plan, and there is no obligation for uniformity of treatment of Eligible
      Persons and employees. No Award shall confer on any Eligible Person any of
      the
      rights of a shareholder of the Company unless and until Shares are duly issued
      or transferred to the Eligible Person in accordance with the terms of the
      Award.

     

     

    
      
         

      

      
         

        
          

        

      

      
        -18-

      

    

     

    (f)  Unfunded
      Status of Awards.
      The
      Plan is intended to constitute an “unfunded” plan for incentive compensation.
      With respect to any payments not yet made to a Participant
      pursuant to an Award, nothing contained in the Plan or any Award shall give
      any
      such Participant any rights that are greater than those of a general creditor
      of
      the Company; provided,
      however,
      that
      the Committee may authorize the creation of trusts or make other arrangements
      to
      meet the Company’s obligations under the Plan to deliver cash, Shares, other
      Awards, or other property pursuant to any Award, which trusts or other
      arrangements shall be consistent with the “unfunded” status of the Plan unless
      the Committee otherwise determines with the consent of each affected
      Participant.

     

    (g)  Nonexclusivity
      of the Plan.
      Neither
      the adoption of the Plan by the Board nor its submission to the shareholders
      of
      the Company for approval shall be construed as creating any limitations on
      the
      power of the Board to adopt such other incentive arrangements as it may deem
      desirable, including, without limitation, the granting of options and other
      awards otherwise than under the Plan, and such arrangements may be either
      applicable generally or only in specific cases.

     

    (h)  Not
      Compensation for Benefit Plans.
      No
      Award payable under this Plan shall be deemed salary or compensation for the
      purpose of computing benefits under any benefit plan or other arrangement of
      the
      Company for the benefit of its employees, consultants or directors unless the
      Company shall determine otherwise.

     

    (i)  No
      Fractional Shares.
      No
      fractional Shares shall be issued or delivered pursuant to the Plan or any
      Award. The Committee shall determine whether cash, other Awards, or other
      property shall be issued or paid in lieu of such fractional Shares or whether
      such fractional Shares or any rights thereto shall be forfeited or otherwise
      eliminated.

     

    (j)  Governing
      Law.
      The
      validity, construction, and effect of the Plan, any rules and regulations
      relating to the Plan, and any Award Agreement shall be determined in accordance
      with the laws of New York without giving effect to principles of conflict of
      laws thereof.

     

    (k)  Effective
      Date; Plan Termination.
      The
      Plan shall become effective as of April 6, 2005 (the “Effective Date”), subject
      to approval by the shareholders of the Company. The Plan shall terminate as
      to
      future awards on the date which is ten (10) years after the Effective
      Date.

     

    (l)  Section
      409A.
      It is
      intended that the Plan and Awards issued thereunder will comply with Section
      409A of the Code (and any regulations and guidelines issued thereunder) to
      the
      extent the Awards are subject thereto, and the Plan and such Awards shall be
      interpreted on a basis consistent with such intent. The Plan and any Award
      Agreements 


    
      
        
        

      

      
        
        

        
          

        

      

      
        -19-

      

    


     

    issued
      thereunder may be amended in any respect deemed
      by the Board or the Committee to be necessary in order to preserve compliance
      with Section 409A of the Code.


    (m)  Titles
      and Headings.
      The
      titles and headings of the sections in the Plan are for convenience of reference
      only. In the event of any conflict, the text of the Plan, rather than such
      titles or headings, shall control.