Exhibit 10.1  


 
  PENN NATIONAL GAMING, INC.  
    
    2008 LONG TERM INCENTIVE
  COMPENSATION PLAN  
    
    Effective November 12, 2008, as amended June 9,
 2011 and June 12, 2014  
  









 







































 TABLE OF CONTENTS  



 

 







					
	 
	 	 
	 	Page 
	  ARTICLE I    PURPOSE
	 	

A-1
	  ARTICLE II    DEFINITIONS AND CONSTRUCTION
	 	

A-1
	 Section 2.1
	 	 Definitions
	 	

A-1
	 Section 2.2
	 	 Construction
	 	A-5
	  ARTICLE III    STOCK AVAILABLE FOR AWARDS
	 	

A-5
	 Section 3.1
	 	 Common Stock
	 	

A-5
	 Section 3.2
	 	 Number of Shares Deliverable
	 	A-6
	 Section 3.3
	 	 Reusable Shares
	 	A-6
	  ARTICLE IV    AWARDS AND AWARD AGREEMENTS
	 	

A-6
	 Section 4.1
	 	 General
	 	

A-6
	 Section 4.2
	 	 Eligibility
	 	A-7
	 Section 4.3
	 	 Terms and Conditions; Award Agreements
	 	A-7
	  ARTICLE V    OPTIONS
	 	

A-7
	 Section 5.1
	 	 Award of Options
	 	A-7
	 Section 5.2
	 	 Option Price
	 	A-8
	 Section 5.3
	 	 Option Periods
	 	A-8
	 Section 5.4
	 	 Exercisability
	 	A-8
	 Section 5.5
	 	 Time and Method of Payment for Options
	 	A-8
	 Section 5.6
	 	 Delivery of Shares Pursuant to Exercise of Option
	 	A-9
	  ARTICLE VI    STOCK APPRECIATION RIGHTS
	 	

A-9
	 Section 6.1
	 	 Award of SARs
	 	

A-9
	 Section 6.2
	 	 SAR Periods
	 	A-10
	 Section 6.3
	 	 Exercisability
	 	A-10
	 Section 6.4
	 	 Method of Exercise
	 	A-10
	 Section 6.5
	 	 Payment Amount, Time and Method of Payment With Respect to SARs
	 	A-10
	 Section 6.6
	 	 Nature of SARs
	 	A-10
	  ARTICLE VII    RESTRICTED STOCK AWARDS
	 	

A-11
	 Section 7.1
	 	 Grants
	 	

A-11
	 Section 7.2
	 	 Maximum Award to An Individual
	 	A-11
	 Section 7.3
	 	 Restricted Period
	 	A-11
	 Section 7.4
	 	 Restrictions and Forfeiture
	 	A-11
	 Section 7.5
	 	 Issuance of Stock and Stock Certificate(s)
	 	A-11
	 Section 7.6
	 	 Shareholder Rights
	 	A-12
	 Section 7.7
	 	 Delivery of Shares
	 	A-12
	  ARTICLE VIII    PHANTOM STOCK UNIT AWARDS
	 	

A-12
	 Section 8.1
	 	 Grants
	 	

A-12
	 Section 8.2
	 	 Maximum Award to An Individual
	 	A-12
	 Section 8.3
	 	 Vesting of Phantom Stock Unit Awards
	 	A-12
	 Section 8.4
	 	 Cash Value of Phantom Stock Unit Payments
	 	A-13
	 Section 8.5
	 	 Time of Payment
	 	A-13
	 Section 8.6
	 	 Nature of Phantom Stock Units
	 	A-13





 

 A-i







 
 







					
	 
	 	 
	 	Page 
	  ARTICLE IX    OTHER AWARDS
	 	A-13
	 Section 9.1
	 	 Grants
	 	

A-13
	 Section 9.2
	 	 Maximum Award to An Individual
	 	A-13
	 Section 9.3
	 	 Description of Other Awards
	 	A-13
	  ARTICLE X    TERMINATION OF EMPLOYMENT OR CESSATION OF BOARD
SERVICE
	 	

A-14
	 Section 10.1
	 	 Stock Options and SARs
	 	

A-14
	 Section 10.2
	 	 Restricted Stock and Phantom Stock Units
	 	A-14
	 Section 10.3
	 	 Date of Termination of Employment
	 	A-14
	 Section 10.4
	 	 Specified Employee Restriction
	 	A-14
	 Section 10.5
	 	 Immediate Forfeiture; Acceleration
	 	A-15
	 Section 10.6
	 	 Terms of Award Agreement
	 	A-15
	  ARTICLE XI CERTAIN TERMS APPLICABLE TO ALL AWARDS
	 	

A-15
	 Section 11.1
	 	 Withholding Taxes
	 	

A-15
	 Section 11.2
	 	 Adjustments to Reflect Capital Changes
	 	A-15
	 Section 11.3
	 	 Failure to Comply with Terms and Conditions
	 	A-16
	 Section 11.4
	 	 Regulatory Approvals and Listing
	 	A-16
	 Section 11.5
	 	 Restrictions Upon Resale of Stock
	 	A-17
	 Section 11.6
	 	 Reporting Person Limitation
	 	A-17
	  ARTICLE XII    ADMINISTRATION OF THE PLAN
	 	

A-17
	 Section 12.1
	 	 Committee
	 	

A-17
	 Section 12.2
	 	 Committee Actions
	 	A-17
	 Section 12.3
	 	 Designation of Beneficiary
	 	A-17
	 Section 12.4
	 	 No Right to an Award or to Continued Employment
	 	A-17
	 Section 12.5
	 	 Discretion of the Grantor
	 	A-18
	 Section 12.6
	 	 Indemnification and Exculpation
	 	A-18
	 Section 12.7
	 	 Unfunded Plan
	 	A-18
	 Section 12.8
	 	 Inalienability of Rights and Interests
	 	A-19
	 Section 12.9
	 	 Awards Not Includable for Benefit Purposes
	 	A-19
	 Section 12.10
	 	 No Issuance of Fractional Shares
	 	A-19
	 Section 12.11
	 	 Modification for International Grantees
	 	A-19
	 Section 12.12
	 	 Leaves of Absence
	 	A-20
	 Section 12.13
	 	 Communications
	 	A-20
	 Section 12.14
	 	 Parties in Interest
	 	A-20
	 Section 12.15
	 	 Severability
	 	A-20
	 Section 12.16
	 	 Compliance with Laws
	 	A-21
	 Section 12.17
	 	 No Strict Construction
	 	A-21
	 Section 12.18
	 	 Modification
	 	A-21
	 Section 12.19
	 	 Governing Law
	 	A-21
	  ARTICLE XIII    CHANGE OF CONTROL
	 	

A-21
	 Section 13.1
	 	 Options and SARS
	 	

A-21
	 Section 13.2
	 	 Restricted Stock Awards and Phantom Stock Unit Awards
	 	A-21
	  ARTICLE XIV    AMENDMENT AND TERMINATION
	 	

A-22
	 Section 14.1
	 	 Amendment; No Repricing
	 	

A-22
	 Section 14.2
	 	 Suspension or Termination
	 	A-22
	  ARTICLE XV    SECTION 409A
	 	

A-22
	  ARTICLE XVI    EFFECTIVE DATE AND TERM OF THE
PLAN
	 	

A-22





 

 A-ii









 








































 
 

  PENN NATIONAL GAMING, INC.
  2008 LONG TERM INCENTIVE COMPENSATION PLAN    
    


 
    ARTICLE I
  PURPOSE    
    


        The 2008 Long Term Incentive Compensation Plan is intended to advance the interests of Penn National Gaming, Inc., a
Pennsylvania corporation, and its shareholders by providing a means by which the Company and its subsidiaries and affiliates shall be able to motivate directors and selected key employees (including
officers) to direct their efforts to those activities that will contribute materially to the Company's success. The Plan is also intended to serve the best interests of the shareholders by linking
remunerative benefits paid to employees who have substantial responsibility for the successful operation, administration and management of the Company and/or its subsidiaries and affiliates with the
enhancement of shareholder value while such key employees increase their proprietary interest in the Company. Finally, the Plan is intended to enable the Company to attract and retain in its service
highly qualified persons for the successful conduct of its business. 


 
 

  ARTICLE II
  DEFINITIONS AND CONSTRUCTION    
    



 
 

  Section 2.1    Definitions    
  




        The following words and phrases when used in the Plan with an initial capital letter, unless their context clearly indicates to the
contrary, shall have the respective meanings set forth below in this Section 2.1: 



        Act.    The Securities Exchange Act of 1934, as now in effect or as hereafter amended from time to time. References to any Section
or Subsection of the
Act are to such Section or Subsection as the same may from time to time be amended or renumbered and/or any comparable or succeeding provisions of any legislation that amends, supplements or replaces
such Section or Subsection. 


         Award.    A grant of one of the following under the Plan: "Stock Option Award"; "Stock Appreciation Right Award"; "Restricted Stock
Award"; "Phantom
Stock Unit Award"; and "Other Award"; all as further defined herein. 



        Award Agreement.    The written instrument delivered by the Company to a Grantee evidencing an Award, and setting forth such terms
and conditions of the
Award as may be deemed appropriate by the Grantor. The Award Agreement shall be in a form approved by the Grantor, and once executed, shall be amended from time to time to include such additional or
amended terms and conditions as the Grantor may specify after the execution in the exercise of his or its, as the case may be, powers under the Plan. 


         Beneficiary.    Any individual, estate or trust who or which by designation of the a Holder pursuant to Section 12.3 or
operation of law succeeds
to the rights and obligations of the Holder under the Plan and one or more Award Agreements. 


         Board.    The Board of Directors of the Company, as it may be constituted from time to time. 


         Cause.    Fraud, embezzlement, theft or dishonesty against the Company, conviction of a felony, willful misconduct, being found
unsuitable by a
regulatory authority having jurisdiction over the Company, willful and wrongful disclosure of confidential information, engagement in competition with the Company and any other conduct defined as
cause in any agreement between a Grantee and the Company or any Subsidiary, in each case during employment with the Company and all Subsidiaries or service as a Director, as the case may be. 


A-1







 

         Chairman.    The Chairman of the Board of the Company or his designee(s). 


         Change of Control.    



        (a)    With
respect to Awards that are not "deferred compensation" under Section 409A of the Code, any of the following events shall constitute a Change of Control for
purposes of this Plan: 



        (i)    the
acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Act) (a "Person") of beneficial ownership (within
the meaning of Rule 13d-3 promulgated under the Act) of fifty percent (50%) or more of either (A) the then outstanding shares of the Company (the "Outstanding Company Shares") or
(B) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the "Outstanding
Company Voting Securities"); provided, however, that for purposes of this Subsection (i), the following acquisitions shall not constitute a Change of Control: (1) any acquisition
directly from the Company; (2) any acquisition by the Company; (3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company; or (4) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of Subsection (iii) below; or 


        (ii)    approval
by the shareholders of the Company of a complete liquidation or dissolution of the Company; or 



        (iii)    consummation
of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the acquisition of
assets of another entity (each, a "Corporate Transaction"), in each case, unless, following such Corporate Transaction, (A) all or substantially all of the individuals and entities who were the
beneficial owners, respectively, of the Outstanding Company Shares and Outstanding Company Voting Securities immediately prior to such Corporate Transaction beneficially own, directly or indirectly,
more than fifty percent (50%) of, respectively, the then outstanding shares and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation or other entity 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 through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such
Corporate Transaction of the Outstanding Company Shares and Outstanding Company Voting Securities, as the case may be, (B) no Person (excluding any employee benefit plan or related trust of the
Company or such corporation resulting from such Corporate Transaction) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of the
corporation resulting from such Corporate Transaction or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership of the Company
existed prior to the Corporate Transaction and (C) at least a majority of the members of the board of directors of the corporation (or other governing board of a non-corporate entity) resulting
from such Corporate Transaction were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Corporate Transaction; or 


        (iv)    individuals
who, as of the Effective Date, constitute the Board (the "Incumbent Board") cease for any reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company's shareholders, was approved by a vote of at least
two-thirds (2/3) of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this
purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with 



A-2







 

respect
to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board. 




        (b)    With
respect to Awards that are "deferred compensation" under Section 409A of the Code, each of the foregoing events shall only be deemed to be a Change of
Control for purposes of the Plan to the extent such event qualifies as a "change in control event" for purposes of Section 409A of the Code. The Grantor shall be entitled to amend or interpret
the terms of any Award to the extent necessary to avoid adverse Federal income tax consequences to a Grantee under Section 409A of the Code. 


         Code.    The Internal Revenue Code of 1986, amended from time to time, and any successor thereto, the Treasury Regulations
thereunder and other relevant
interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well
as any successor provision of the Code. 


         Committee.    The Compensation Committee of the Board. 


         Common Stock.    Common stock of the Company, par value $.01. 



        Company.    Penn National Gaming, Inc., a Pennsylvania corporation, and its successors and assigns. 


         Date of Grant.    The date as of which the Grantor grants an Award. 


         Director.    A member of the Board who is not also an employee of the Company or any Subsidiary. 


         Disability.    A physical or mental impairment sufficient to make the Grantee who is an Employee eligible for benefits under the
Company's or
Subsidiary's long-term disability plan in which the Grantee is a participant. A Grantee who is a Director shall be treated as having a Disability if a physical or mental impairment would have made the
Director eligible for benefits under the Company's long-term disability plan had the Director been an Employee. 


         Effective Date.    November 12, 2008, the date on which the shareholders of the Company approved the Plan. 


         Employee.    An employee of the Company or any Subsidiary or "parent corporation" within the meaning of Section 424(e) of the
Code. 



        Fair Market Value.    With respect to the Common Stock on any day, (i) the closing sales price on the immediately preceding
business day of a
share of Common Stock as reported on the principal securities exchange on which shares of Common Stock are then listed or admitted to trading, or (ii) if the Common Stock is not listed or
admitted to trading on a securities exchange, as determined in a manner specified by the Committee determined in accordance with Section 409A of the Code. A "business day" is any day on which
the relevant market is open for trading. 


         Grantee.    An Employee or former Employee of the Company or any Subsidiary to whom an Award is or has been granted. With respect
to an Award, other
than an Incentive Stock Option, a Director to whom an Award is or has been granted is also a Grantee. 


         Grantor.    With respect to an Award granted to an Employee, the Committee or the Chairman, as the
case may be, that grants the Award. With respect to an Award granted to a Director, the Board or Committee is the Grantor. 


         Holder.    The individual who holds an Award, who shall be the Grantee or a Beneficiary. 


A-3







 

         Incentive Stock Option or ISO.    An Option that is intended to meet, and structured with a view to satisfying, the requirements of
Section 422
of the Code and is designated by the Grantor as an Incentive Stock Option. 


         Non-Qualified Stock Option.    An Option that is not designated by the Grantor as an Incentive Stock Option, or an Option that is
designated by the
Grantor as an Incentive Stock Option if it does not satisfy the requirements of Section 422 of the Code. 


         Nonreporting Person.    A Grantee who is not subject to Section 16 of the Act. 


         Option or Stock Option.    A right granted pursuant to Article V. 


         Option Period.    The period beginning on the Date of Grant of an Option and ending on the date the Option terminates. 



        Option Price.    The per share price at which shares of Common Stock may be purchased upon exercise of a particular Option.



         Other Award.    Awards granted pursuant to Article IX. 


         Performance Goals.    One or more of the following performance criteria, either individually, alternatively or in any combination,
applied to either the
Company as a whole or to a business unit or related company, and measured either annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to a
previous year's results or to a designated comparison group, in each case as specified by the Grantor in the Award: free cash flow, EBITDA, sales, revenue, revenue growth, income, operating income,
net income, net earnings, earnings per share, return on total capital, return on equity, cash flow, operating profit and margin rate, gross margins, debt leverage (debt to capital), market
capitalization, total enterprise value (market capitalization plus debt), total shareholder return and stock price. With respect to any Award that is intended to be "performance-based compensation"
under Section 162 of the Code, (i) the outcome of the Performance Goals must be substantially uncertain at the time the Grantor establishes the Performance Goals, and (ii) to the
extent consistent with Section 162 of the Code, the Grantor shall appropriately adjust any Performance Goal to take into account the impact of any of the following events on the Company that
occurs during the period to which such Performance Goal is applied: asset write-downs; litigation, claims, judgments, settlements; currency fluctuations and other non-cash charges; changes in
applicable law, rule or regulation or accounting principles; accruals for reorganization and restructuring programs; costs incurred in the pursuit of acquisition opportunities; strikes, delays or
similar disruptions by organized labor, guilds or horsemen's organizations; national macroeconomic conditions; terrorism and other international hostilities; significant regional weather events; and
any other extraordinary, unusual or non-recurring as described in Accounting Principles Board Opinion No. 30 and/or management's discussion and analysis of financial condition and results of
operations appearing in the Company's securities filings. Any Award may be granted subject to the attainment of such Performance Goals as determined by the Grantor. 



        Phantom Stock Unit.    A right granted under Article VIII. 


         Phantom Stock Unit Award.    An Award of Phantom Stock Units under Article VIII. 


         Plan.    Penn National Gaming, Inc. 2008 Long Term Incentive Compensation Plan, as set forth herein and as amended from time
to time. 



        Reporting Person.    A Grantee who is subject to Section 16 of the Act. 


A-4







 

         Restricted Period.    The period of time beginning with the Date of Grant of a Restricted Stock Award or Phantom Stock Unit Award
and ending when the
Restricted Stock or Phantom Stock Unit is forfeited or when all conditions for vesting are satisfied. 


        Restricted Stock.    Shares of Common Stock issued pursuant to a Restricted Stock Award. 


         Restricted Stock Award.    An Award of Restricted Stock under Article VII. 


         Retirement.    Termination of service by the Grantee on or after the normal retirement date under a plan maintained by the Company
or a Subsidiary in
which the Grantee is a participant or under an applicable Company policy or procedure or as otherwise agreed to by the Company. 


         Rule 16b-3.    Rule 16b-3 of the General Rules and Regulations under the Act, or any law, rule, regulation or other
provision that may
hereafter replace such Rule. 


         SAR Base Amount.    An amount set forth in the Award Agreement for a SAR. 


         Stock Appreciation Right or SAR.    A right granted under Article VI. 



        Stock Appreciation Right Award.    An Award of Stock Appreciation Rights under Article VI. 


         Stock Option Award.    An Award of Options under Article V. 


         Subsidiary.    Any corporation, partnership, joint venture or other entity in which the Committee has determined that the Company
had made, directly or
indirectly through one or more intermediaries, a substantial investment or commitment, including, without limit, through the purchase of equity or debt or the entering into of a management agreement
or joint operating agreement. In the case of Incentive Stock Options, Subsidiary shall mean any entity that qualifies as a "subsidiary corporation" of the Company under Section 424(f) of the
Code. 


         Ten Percent Shareholder.    A person owning shares possessing more than 10% of the total combined voting power of all classes of
shares of the Company,
any subsidiary corporation (within the meaning of Section 424(f) of the Code) or parent corporation (within the meaning of Section 424(e) of the Code). 



 
 

  Section 2.2    Construction    
  




        Whenever any words are used herein in the masculine gender, they shall be construed as though they were also used in the feminine
gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though
they were also used in the plural form in all cases where they would so apply. Headings of Sections and Subsections of the Plan are inserted for convenience of reference, are not a part of the Plan,
and are not to be considered in the construction hereof. The words "hereof", "herein", "hereunder" and other similar compounds of the word "here" shall mean and refer to the entire Plan, and not to
any particular provision or Section. The words "includes", "including" and other similar compounds of the word "include" shall mean and refer to including without limitation. All references herein to
specific Articles, Sections or Subsections shall mean Articles, Sections or Subsections of this document unless otherwise qualified. 


 
 

  ARTICLE III
  STOCK AVAILABLE FOR AWARDS    
    



 
    Section 3.1    Common Stock    
  




        Shares of Common Stock may be delivered under the Plan, such shares to be made available from authorized but unissued shares or from
shares reacquired by the Company, including shares purchased in the open market. 


A-5







 

 
 

  Section 3.2    Number of Shares Deliverable    
  




        Subject to adjustments as provided in Section 11.2, no more than 16,350,000 shares of Common Stock may be issued under the Plan.
Any shares of Common Stock issued under Options or Stock Appreciation Rights shall be counted against this limit as one (1) share of Common Stock. Any shares of Common Stock issued under Awards
granted on or after June 9, 2011 (other than Options or Stock Appreciation Rights) shall be counted against this limit as two and forty-four one hundredths (2.44) shares of Common Stock. Any
shares of Common Stock issued under
Awards granted prior to June 9, 2011 (other than Options or Stock Appreciation Rights) shall be counted as two and sixteen one hundredths (2.16) shares of Common Stock. Any Awards that are not
settled in shares of Common Stock shall not count against this limit. 



 
 

  Section 3.3    Reusable Shares    
  




        Shares of Common Stock subject to an Award that are forfeited to the Company shall again be available for issuance under the Plan. For
the avoidance of doubt, the following shares of Common Stock may not again be made available for issuance as Awards under the Plan: (i) shares of Common Stock not issued or delivered as a
result of the net settlement of an outstanding Stock Option or SAR, (ii) shares of Common Stock used to pay the Option Price or withholding taxes related to an outstanding Stock Option or SAR,
or (iii) shares of Common Stock repurchased on the open market with the proceeds of the Option Price. 


 
 

  ARTICLE IV
  AWARDS AND AWARD AGREEMENTS    
    



 
    Section 4.1    General    
  




        4.1.1    Subject
to the provisions of the Plan, the Committee may at any time and from time to time (i) determine and designate those Reporting Persons who are Employees
to whom Awards are to be granted; (ii) determine the time or times when Awards to Reporting Persons who are Employees shall be granted; (iii) determine the form or forms of Awards to be
granted to any Reporting Person who is an Employee; (iv) determine the number of shares of Common Stock or dollar amounts subject to or denominated by each Award to be granted to any Reporting
Person who is an Employee; (v) determine the terms and conditions of each Award to a Reporting Person who is an Employee; (vi) determine the maximum aggregate number of shares or, for
purposes of Other Awards payable in cash, the aggregate amount of cash subject to Awards to be granted to Nonreporting Persons, as a group, who are Employees; and (vii) determine the general
form or forms of Awards to be granted to Nonreporting Persons who are Employees. 


        4.1.2    The
Committee or the Chairman, subject to the provisions of the Plan and authorization by the Committee, may, at any time and from time to time, (i) determine
and designate at any time and from time to time those Nonreporting Persons who are Employees to whom Awards are to be granted; (ii) determine the time or times when Awards to Nonreporting
Persons who are Employees shall be granted; (iii) determine the form or forms of Award to be granted to any Nonreporting Person who is an Employee, from among the form or forms approved by the
Committee; (iv) determine the number of shares of Common Stock or dollar amounts subject to or denominated by each Award to be granted to any Nonreporting Person who is an Employee; and
(v) determine the terms and conditions of each Award to a Nonreporting Person who is an Employee. 


        4.1.3    Subject
to the provisions of the Plan, the Board or Committee may, at any time and from time to time, (i) determine and designate at any time and from time to
time those Directors to whom Awards, other than Incentive Stock Options, are to be granted; (ii) determine the time or times when Awards to Directors shall be granted; (iii) determine
the form or forms of Awards to be granted to any Director; (iv) determine the number of shares of Common Stock or dollar amounts subject to or 


A-6







 

denominated
by each Award to be granted to a Director; and (v) determine the terms and condition of each Award to a Director. 


        4.1.4    Awards
may be granted singly, in combination or in tandem and may be made in combination or in tandem with or in replacement of, or as alternatives to awards or grants
under any other employee plan maintained by the Company or its Subsidiaries. No Awards shall be granted under the Plan after the tenth anniversary of the Effective Date. 



 
 

  Section 4.2    Eligibility    
  




        Any Director or Employee, including any officer who is an Employee and any director who is an Employee, and, except with respect to
Stock Options and SARs, an individual who has accepted the Company's or a Subsidiary's offer of employment but who has not commenced performing services for the Company or a Subsidiary, shall be
eligible to receive Awards under the Plan. 



 
 

  Section 4.3    Terms and Conditions; Award Agreements    
  




        4.3.1    Terms and Conditions.    Each Award granted pursuant to the Plan shall be subject to all of the terms,
conditions and restrictions provided in the Plan and such other terms, conditions and restrictions, if any, as may be specified by the Grantor with respect to the Award at the time of the making of
the Award or as may be amended or specified thereafter by the Grantor in the exercise of its or his, as the case may be, powers under the Plan. Without limiting the foregoing, it is understood that
the Grantor may, at any time and from time to time after the granting of an Award hereunder, specify such amended or additional terms, conditions and restrictions with respect to such Award as may be
deemed necessary or appropriate to ensure compliance with any and all applicable laws, including, but not limited to, compliance with Federal and state securities laws, compliance with Federal and
state gaming or racing laws, compliance with Federal and state tax laws that would otherwise result in adverse and unintended tax consequences for a Grantee, the Company or any Subsidiary and methods
of withholding or providing for the payment of required taxes. The terms, conditions and restrictions with respect to any Award, Grantee or Award Agreement need not be identical with the terms,
conditions and restrictions with respect to any other Award, Grantee or Award Agreement. 


        4.3.2    Award Agreements.    Except as otherwise provided in the Plan, each Award granted pursuant to the Plan shall
be evidenced by an Award Agreement and shall comply with, and be subject to, the provisions of the Plan. 


 
 

  ARTICLE V
  OPTIONS    
    



 
    Section 5.1    Award of Options    
  




        5.1.1    Grants.    From time to time, the Committee may grant Stock Option Awards to such Reporting Persons who are
Employees as the Committee may select in its sole discretion. From time to time, the Committee or the Chairman may grant Stock Option Awards in such number as the Committee or the Chairman may
determine to such Nonreporting Persons who are Employees as the Committee or the Chairman may select in its or his, as the case may be, sole discretion; provided, however, each and all such grants
shall be subject to any maximum aggregate amount of Awards in general and Options in particular (if any) established by the Committee for grants under the Plan for Nonreporting Persons who are
Employees as a group. From time to time, the Board or Committee may grant Options to such Directors as the Board or Committee may select in its sole discretion. The Grantor shall determine the number
of shares of Common Stock to which each Option relates. A Stock Option entitles the holder thereof to purchase full shares of Common Stock at a stated price for a specified period of time. 


A-7









 



































 




        5.1.2    Types of Options    



        5.1.2.1    Employees.    Options granted to Employees pursuant to the Plan may be either in the form of Incentive
Stock Options or in the form of Non-Qualified Stock Options. 


        5.1.2.2    Directors.    Options granted to Directors pursuant to the Plan will be in the form of Non-Qualified Stock
Options. 


        5.1.3    Maximum Award To An Individual.    No individual shall be granted in any calendar year Options to purchase
more than 1,000,000 shares of Common Stock. 


        5.1.4    Internal Revenue Code Limits.    Options designated as Incentive Stock Options shall not be eligible for
treatment under the Code as "incentive stock options" (and will be deemed to be Non-Qualified Stock Options) to the extent that either (1) the aggregate Fair Market Value of Shares (determined
as of the time of grant) with respect to which such Options are exercisable for the first time by the Grantee during any calendar year (under all plans of the Company and any Subsidiary) exceeds
$100,000, taking Options into account in the order in which they were granted or (2) such Options otherwise remain exercisable but are not exercised within three (3) months of
termination of employment (or such other period of time provided in Section 422 of the Code). 



 
 

  Section 5.2    Option Price    
  




        The Option Price of Common Stock covered by each Option shall be determined by the Grantor, but shall not be less than 100% of the Fair
Market Value of a share of Common Stock on the Date of Grant, provided, however, in the case of an Incentive Stock Option granted to Ten Percent Shareholder, the Option Price shall be no less than
110% of the Fair Market Value of the of a share of Common Stock on the Date of Grant. 



 
 

  Section 5.3    Option Periods    
  




        The Grantor shall, from time to time, determine the term of each Option which shall be reflected in the Award Agreement. No Option may
be exercised after the expiration of its term. Subject to earlier termination as provided in the Plan, the term shall not exceed seven (7) years from the Date of Grant; provided, that the term
of an Incentive Stock Option granted to a Ten Percent Shareholder shall not exceed 5 years. 



 
 

  Section 5.4    Exercisability    
  




        5.4.1    Subject
to Article X and XIII, each Option shall be exercisable at any time or times during the term of the Option and in such amount or amounts and subject to
such conditions, including, without limitation, attainment of one or more Performance Goals, as the Grantor may prescribe in the applicable Award Agreement. 


        5.4.2    Except
as provided in Article X, or as otherwise provided in an Award Agreement, an Option may be exercised only during the Grantee's employment with the
Company or any of its Subsidiaries or service as a Director. No Option may be exercised for a fractional share. 


        5.4.3    Method of Exercise.    A Holder may exercise an Option, in whole or from time to time in part, by giving
notice of exercise to the Company, in a form and manner acceptable to the Company. 



 
 

  Section 5.5    Time and Method of Payment for Options    
  




        5.5.1    Form of Payment.    The Holder shall pay the Option Price in cash (including a personal check) or, with the
Grantor's permission and according to such rules as it may prescribe, by delivering shares of Common Stock already owned by the Holder having a Fair Market Value on the date of exercise equal to the
Option Price, or a combination of cash and such shares. The Grantor may also 


A-8







 

permit
payment in accordance with a cashless exercise program under which, if so instructed by the Holder, shares of Common Stock may be issued directly to the Holder's broker or dealer who in turn
will sell the shares and pay the Option Price in cash to the Company from the sale proceeds. Finally, the Grantor may permit payment by reducing the number of shares of Common Stock delivered upon
exercise by an amount equal to the largest number of whole shares of Common Stock with a Fair Market Value that does not exceed the Option Price, with the remainder of the Option Price being payable
in cash. 


        5.5.2    Time of Payment.    Except in the case where exercise is conditioned on a simultaneous sale of the Option
shares pursuant to a cashless exercise, the Holder shall pay the Option Price before an Option is exercised. 


        5.5.3    Methods for Tendering Shares.    The Grantor shall determine acceptable methods for tendering shares of
Common Stock as payment upon exercise of an Option and may impose such limitations and restrictions on the use of shares of Common stock to exercise an Option as it or he, as the case may be, deems
appropriate. 



 
 

  Section 5.6    Delivery of Shares Pursuant to Exercise of Option    
  




        No shares of Common Stock shall be delivered pursuant to the exercise, in whole or in part, of any Option, unless and until
(i) payment in full of the Option Price for such shares is received by the Company and (ii) compliance with all applicable requirements and conditions of the Plan, the Award Agreement
and such rules and regulations as may be established by the Grantor, that are preconditions to delivery. Following exercise of the Option and payment in full of the Option Price and compliance with
the conditions described in the preceding sentence, the Company shall promptly effect the issuance to the Grantee of such number of shares of Common Stock as are subject to the Option exercise. 


 
 

  ARTICLE VI
  STOCK APPRECIATION RIGHTS    
    



 
    Section 6.1    Award of SARs    
  




        6.1.1    Grants.    From time to time the Committee may grant Stock Appreciation Rights Awards to such Reporting
Persons who are Employees as the Committee may select in its sole discretion. From time to time, the Committee or the Chairman may grant Stock Appreciation Rights Awards in such number as the
Committee or the Chairman may determine to such Nonreporting Persons who are Employees as the Committee or the Chairman may select in its or his, as the case may be, sole discretion; provided,
however, each and all such grants shall be subject to any maximum aggregate amount of Awards in general and SARs in particular (if any) established by the Committee for grants under the Plan for
Nonreporting Persons who are Employees as a group. From time to time, the Board or Committee may grant Stock Appreciation Rights to such Directors as the Board or Committee may select in its sole
discretion. The Grantor shall determine the number of shares of Common Stock to which each SAR relates. 


        6.1.2    Maximum Award To An Individual.    No individual shall be granted in any calendar year SARs to purchase more
than 1,000,000 shares of Common Stock. 


        6.1.3    SAR Base Amount.    The SAR Base Amount with respect to each SAR shall be determined by the Grantor, but
shall not be less than 100% of the Fair Market Value of a share of Common Stock on the Date of Grant. 


A-9







 

 
 

  Section 6.2    SAR Periods    
  




        The Grantor shall, from time to time, determine the term of each SAR. No SAR may be exercised after the expiration of its term. Subject
to earlier termination as provided in the Plan, the term shall not exceed seven (7) years from the Date of Grant. 



 
 

  Section 6.3    Exercisability    
  




        6.3.1    Subject
to Articles X and XIII, each SAR shall be exercisable at any time or times during the term of the SAR and in such amount or amounts and subject to such
conditions, including, without limitation, attainment of one or more Performance Goals, as the Grantor may, from time to time, prescribe in the applicable Award Agreement. 


        6.3.2    Except
as provided in Article X, or as otherwise provided in an Award Agreement, a SAR may be exercised only during the Grantee's employment with the Company or
any of its Subsidiaries or service as a Director. 



 
 

  Section 6.4    Method of Exercise    
  




        A Holder may exercise a SAR, in whole or from time to time in part, by giving notice of exercise to the Company, in a form and manner
acceptable to the Company. 



 
 

  Section 6.5    Payment Amount, Time and Method of Payment With Respect to SARs    
  




        6.5.1    A
SAR entitles the Holder thereof, upon the Holder's exercise of the SAR, to receive an amount equal to the product of (i) the amount by which the Fair Market
Value on the exercise date of one share of Common Stock exceeds the SAR Base Amount for such SAR, and (ii) the number of shares covered by the SAR, or portion thereof, that is exercised. 



        6.5.2    Any
payment which may become due from the Company by reason of a Grantee's exercise of a SAR may be paid to the Grantee all in cash, all in shares of Common Stock or
partly in shares and partly in cash, as determined by the Grantor and as provided in the Award Agreement. 


        6.5.3    In
the event that all or a portion of the payment is made in shares of Common Stock, the number of shares of Common Stock received shall be determined by dividing the
amount of the payment by the Fair Market Value of a share of Common Stock on the exercise date of the SAR. Cash will be paid in lieu of any fractional share of Common Stock. 



        6.5.4    Amounts
payable in connection with a SAR shall be paid to the Holder, as determined by the Grantor and as set forth in the applicable Award Agreement or in accordance
with such rules, regulations and procedures as may be adopted by the Committee or Grantor. 



 
 

  Section 6.6    Nature of SARs    
  




        SARs shall be used solely as a device for the measurement and determination of the amount to be paid on behalf of Grantees as provided
in the Plan. SARs shall not constitute or be treated as property or as a trust fund of any kind. All amounts at any time attributable to the SARs shall be and remain the sole property of the Company
and all Grantees' rights hereunder are limited to the rights to receive cash and shares of Common Stock as provided in the Plan. 


A-10







 
 
 

  ARTICLE VII
  RESTRICTED STOCK AWARDS    
    



 
    Section 7.1    Grants    
  




        From time to time, the Committee may grant Restricted Stock Awards in such number as it may determine to such Reporting Persons who are
Employees as the Committee may select in its sole discretion. From time to time, the Committee or the Chairman may grant in such number as the Committee or the Chairman may determine Restricted Stock
Awards to such Nonreporting Persons who are Employees as the Committee or the Chairman may select in its or his, as the case may be, sole discretion; provided, however, each and all such grants shall
be subject to any maximum aggregate number of Awards in general and shares of Restricted Stock in particular established by the Committee for grants under the Plan for Nonreporting Persons who are
Employees as a group. From time to time, the Board or Committee may grant Restricted Stock Awards to such Directors as the Board or Committee may select in its sole discretion. A Restricted Stock
Award is a grant of shares of Common Stock subject to those conditions, if any, set forth in the Plan and the Award Agreement. 



 
 

  Section 7.2    Maximum Award to An Individual    
  




        No individual shall be granted or receive in any calendar year a Restricted Stock Award of more than 1,000,000 shares of Common Stock. 



 
 

  Section 7.3    Restricted Period    
  




        The Grantor may, from time to time, establish any condition or conditions on which the Restricted Stock Award will vest and no longer
be subject to forfeiture. Such conditions may include, without limitation, continued employment by the Grantee or service as a Director, as the case may be, for a period of time specified in the Award
Agreement or the attainment of one or more Performance Goals within a time period specified in the Award Agreement. A Restricted Stock Award may, if the Grantor in its sole discretion decides, provide
for an unconditioned grant. 



 
 

  Section 7.4    Restrictions and Forfeiture    
  




        Except as otherwise provided in the Plan or the applicable Award Agreement, the Restricted Stock shall be subject to the following
restrictions until the expiration or termination of the Restricted Period: (i) a Holder shall not be entitled to delivery of a certificate evidencing the shares of Restricted Stock until the
end of the Restricted Period and the satisfaction of any and all other conditions specified in the Award Agreement applicable to such Restricted Stock and (ii) none of the Restricted Stock may
be sold, transferred, assigned, pledged or otherwise encumbered or disposed of during the Restricted Period, and until the satisfaction of any and all other conditions specified in the Award Agreement
applicable to such Restricted Stock. Upon the forfeiture of any Restricted Stock, such forfeited shares shall be transferred to the Company without further acts by the Holder. 



 
 

  Section 7.5    Issuance of Stock and Stock Certificate(s)    
  




        7.5.1    Issuance.    As soon as practicable after the Date of Grant of a Restricted Stock Award, the Company shall
cause to be issued in the name of the Grantee (and held by the Company, if applicable, under Section 7.4) such number of shares of Common Stock as constitutes the Restricted Stock awarded under
the Restricted Stock Award. Each such issuance shall be subject throughout the Restricted Period to the terms, conditions and restrictions contained in the Plan and/or the Award Agreement. 


        7.5.2    Custody and Registration.    Any issuance of Restricted Stock may be evidenced in such manner as the Grantor
may deem appropriate, including, without limitation, book-entry registration or 


A-11







 

issuance
of a stock certificate or certificates. In the event any stock certificate is issued in respect of Restricted Stock, such certificate shall be registered in the name of the Grantee and shall
bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. 



 
 

  Section 7.6    Shareholder Rights    
  




        Following registration in the Grantee's name, during the Restricted Period, the Grantee shall have the entire beneficial interest in,
and all rights and privileges of a shareholder as to, such shares of Common Stock covered by the Restricted Stock Award, including, but not limited to, the right to vote such shares and the right to
receive dividends, subject to the restrictions and forfeitures set forth herein. Any shares of Common Stock distributed as a dividend or otherwise with respect to any shares of Restricted Stock as to
which the restrictions have not yet lapsed shall be subject to the same restrictions as such Restricted Stock shares. 



 
 

  Section 7.7    Delivery of Shares    
  




        Upon the expiration (without a forfeiture) or earlier termination of the Restricted Period or at such earlier time as provided under
the Plan, all shares of Restricted Stock shall be released from all restrictions and forfeiture provisions hereunder, any similar restrictions and forfeiture provisions under the Award Agreement
applicable to such shares and all other restrictions and forfeiture provisions of the Plan or such Award Agreement. No payment will be required from the Holder upon the delivery of any shares of
Restricted Stock, except that any amount necessary to satisfy applicable Federal, state or local tax requirements shall be paid by the Holder in accordance with the requirements of the Plan. 


 
 

  ARTICLE VIII
  PHANTOM STOCK UNIT AWARDS    
    



 
    Section 8.1    Grants    
  




        From time to time, the Committee may grant Phantom Stock Unit Awards to such Reporting Persons who are Employees as the Committee may
select in its sole discretion. From time to time, the Committee or the Chairman may grant Phantom Stock Unit Awards in such number as the Committee or the Chairman may determine to such Nonreporting
Persons as the Committee or the Chairman may select in its or his, as the case May be, sole discretion who are Employees; provided, however, each and all such grants shall be subject to any maximum
aggregate number of Awards in general and Phantom Stock Unit Awards in particular established by the Committee for grants under the Plan for Nonreporting Persons who are Employees as a group. From
time to time, the Board or Committee may grant Phantom Stock Unit Awards to such Directors as the Board or Committee may select in its sole discretion. A Phantom Stock Unit represents the right to
receive, without payment to the Company, shares of Common Stock, an amount of cash equal to the value of a share of Common Stock on a future date or any combination thereof, as determined by the
Grantor. 



 
 

  Section 8.2    Maximum Award to An Individual    
  




        No individual shall be granted or receive in any calendar year a combination of Phantom Stock Unit Awards representing more than
1,000,000 shares of Common Stock. 



 
 

  Section 8.3    Vesting of Phantom Stock Unit Awards    
  




        Phantom Stock Units shall become vested as determined by the Grantor, from time to time, and as set forth in the applicable Award
Agreement, unless otherwise described in the Plan. 


A-12







 

 
 

  Section 8.4    Cash Value of Phantom Stock Unit Payments    
  




        The amount payable with respect to each vested Phantom Stock Unit payable in cash shall be an amount determined by multiplying the
number of Phantom Stock Units by the Fair Market Value of one share of Common Stock as of the vesting date. 



 
 

  Section 8.5    Time of Payment    
  




        Amounts payable in connection with a Phantom Stock Unit shall be paid to the Holder, as determined by the Grantor and as set forth in
the applicable Award Agreement or in accordance with such rules, regulations and procedures as may be adopted by the Grantor but in no event later than two and one-half months following the end of the
calendar year in which a restriction lapses or a vesting condition is met. 



 
 

  Section 8.6    Nature of Phantom Stock Units    
  




        Phantom Stock Units shall be used solely as a device for the measurement and determination of the amount to be paid on behalf of
Grantees as provided in the Plan. Phantom Stock Units shall not constitute or be treated as property or as a trust fund of any kind. All amounts at any time attributable to the Phantom Stock Units
shall be and remain the sole property of the Company and all Grantees' rights hereunder are limited to the rights to receive cash or shares of Common Stock as provided in the Plan. 


 
 

  ARTICLE IX
  OTHER AWARDS    
    



 
    Section 9.1    Grants    
  




        From time to time, the Committee may grant Other Awards to such Reporting Persons who are Employees as the Committee may select in its
sole discretion. From time to time, the Committee or the Chairman may grant Other Awards to such Nonreporting Persons who are Employees as the Committee or the Chairman may select in its or his, as
the case may be, sole discretion; provided, however, each and all such grants shall be subject to any maximum aggregate
amount of Awards in general and Other Awards in particular (if any) established by the Committee for grants under the Plan for Nonreporting Persons who are Employees as a group. From time to time, the
Board or Committee may grant Other Awards to such Directors as the Board or Committee may select in its sole discretion. An Other Award may or may not be evidenced by an Award Agreement. 



 
 

  Section 9.2    Maximum Award to An Individual    
  




        9.2.1    Awards Denominated or Payable with Reference to Common Stock.    No individual shall be granted or receive in
any calendar year Other Awards denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock (including, without limitation,
securities convertible into shares of Common Stock) representing more than 1,000,000 shares of Common Stock. 



        9.2.2    Awards Denominated or Payable with Reference to Cash.    No individual shall be granted or receive in any
calendar year Other Awards denominated by or payable in cash representing more than $6,000,000. 



 
 

  Section 9.3    Description of Other Awards    
  




        An Other Award may be a grant of a type of equity-based, equity-related, or cash based Award not otherwise described by the terms of
the Plan in such amounts and subject to such terms and conditions as determined by the Grantor, from time to time, under the Plan, including but not limited 


A-13







 

to
being subject to Performance Goals. Such Awards may provide for the payment of shares of Common Stock or cash or any combination thereof to a Grantee. The value of a cash-based Other Award shall be
determined by the Grantor. 


 
 

  ARTICLE X
  TERMINATION OF EMPLOYMENT OR CESSATION OF BOARD SERVICE    
    



 
    Section 10.1    Stock Options and SARs    
  




        If a Grantee who was an Employee or Director, as the case may be, when the Grantee received the Options or SARs ceases to be an
Employee or Director of the Company and all Subsidiaries for any reason, then the Grantee's Options and SARs that are exercisable as of the termination or cessation date shall be cancelled and
forfeited at the end of the 120th day after such date and all Options and SARs that are not exercisable as of the termination or cessation date shall be forfeited and cancelled as of such date
except in cases of where such termination of employment or cessation of service is a result of (i) the Grantee's death or Disability, in which case the Grantee's Options or SARs that are not
then exercisable shall thereupon become exercisable and all Options and SARs shall remain exercisable for the balance of their respective terms, (ii) resignation (other than for Retirement) by
the Employee or Director, in which case the Grantee's Options or SARs that are exercisable as of such termination or cessation date shall be cancelled and forfeited at the end of the 30th day
after such date and (iii) termination for Cause by the Company, a Subsidiary, or the Board, in which case all of the Grantee's Options and SARs, whether or not then exercisable, shall be
cancelled and forfeited as of such termination date. 



 
 

  Section 10.2    Restricted Stock and Phantom Stock Units    
  




        If a Grantee who was an Employee or Director, as the case may be, when the Grantee received the Restricted Stock or Phantom Stock Units
ceases to (i) be employed by the Company and all Subsidiaries or (ii) serve as a Director, then all of the Grantee's Restricted Stock and Phantom Stock Units that remain subject to
restriction or vesting at such time shall be cancelled and forfeited except in cases of such Grantee's death or Disability, in which case any remaining restriction or vesting shall thereupon lapse. 



 
 

  Section 10.3    Date of Termination of Employment    
  




        Termination of employment of a Grantee for any of the reasons enumerated in this Article X shall, for purposes of the Plan, be
deemed to have occurred as of the date which is recorded in the ordinary course in the Company's or a Subsidiary's books and records in accordance with the then-prevailing procedures and practices of
the Company or the Subsidiary or, if earlier with respect to Awards that are "deferred compensation" under Section 409A of the Code, when a Grantee has a "separation from service" as defined in
the regulations promulgated under Section 409A of the Code. 



 
 

  Section 10.4    Specified Employee Restriction    
  




        Notwithstanding anything in this Plan to the contrary, with respect to any Award that constitutes "nonqualified deferred compensation"
subject to Section 409A of the Code, any payments (whether in cash, shares of Common Stock or other property) to be made with respect to such Award upon the Holder's termination of employment
or service shall be delayed until the first day of the seventh month following his "separation from service" as defined under Section 409A of the Code, if the Holder is a "specified employee"
within the meaning of Section 409A of the Code (as determined in accordance with the uniform policy adopted by the Committee with respect to all of the arrangements subject to
Section 409A of the Code maintained by the Company and its Subsidiaries). 


A-14









 



































 




 
 

  Section 10.5    Immediate Forfeiture; Acceleration    
  




        Except as otherwise provided in this Article X or in an Award Agreement or as otherwise determined by the Grantor, once a
Grantee's employment terminates or Board service ceases, as the case may be, any Award that is not then exercisable or vested or as to which any restrictions have not lapsed shall be cancelled and
forfeited to the Company; provided, however, that the Grantor may, subject to the provisions of Sections 5.3 and 6.2, extend the periods during which Awards may be exercised or provide for
acceleration or continuation of the exercise or vesting date or the lapse of restrictions of such Awards to such extent and under such terms and conditions as such Grantor deems appropriate. 



 
 

  Section 10.6    Terms of Award Agreement    
  




        The terms of any Award Agreement may address any of the issues provided for in this Article. In the event of a discrepancy between such
terms and the terms of this Article, the terms of the Award Agreement shall apply. 


 
 

  ARTICLE XI
  CERTAIN TERMS APPLICABLE TO ALL AWARDS    
    



 
    Section 11.1    Withholding Taxes    
  




        The Company and any Subsidiary shall be authorized to withhold from any Award granted or any payment due or transfer made under any
Award or under the Plan the amount (in cash, shares of Common Stock, other securities, or other Awards) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under
such Award or under the Plan and to take such other action as may be necessary in the opinion of the Company or a Subsidiary to satisfy statutory withholding obligations for the payment of such taxes. 



 
 

  Section 11.2    Adjustments to Reflect Capital Changes    
  




        11.2.1    Recapitalization, etc.    In the event that the Committee shall determine that any dividend or other
distribution (whether in the form of cash, shares of Common Stock or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of shares of Common Stock, other securities of the Company, issuance of warrants or other rights to purchase shares of Common Stock or other securities of the
Company, or other similar corporate transaction or event constitutes an equity restructuring transaction, as that term is defined in Statement of Financial Accounting Standards No. 123
(revised), or otherwise affects the shares of Common Stock, then the Committee shall adjust the following in a manner that is determined by the Committee to be appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made available under the Plan: 



        11.2.1.1  the
number and type of shares of Common Stock or other securities which thereafter may be made the subject of Awards, including the aggregate and individual limits
specified in the Plan (other than the individual limits set forth in Sections 5.1.3, 6.1.2, 7.2, 8.2 and 9.2.1, which shall not be subject
to adjustment unless such adjustment can be made in a manner that satisfies the requirements of Section 162(m) of the Code); 


        11.2.1.2  the
number and type of shares of Common Stock or other securities subject to outstanding Awards; 


        11.2.1.3  the
grant, purchase, SAR Base Amount or Option Price with respect to any Award, or, if deemed appropriate, make provision for a cash payment to the holder of an
outstanding Award; and 


        11.2.1.4  other
value determinations applicable to outstanding Awards. 



A-15







 

        11.2.2    Sale or Reorganization.    After any reorganization, merger or consolidation whether or not the Company is
the surviving corporation and unless there is a provision in the sale or reorganization agreement to the contrary, each Grantee shall, at no additional cost, be entitled upon any exercise of an Option
or receipt of other Award to receive (subject to any required action by shareholders), in lieu of the number of shares of Common Stock receivable or exercisable pursuant to such Award, the number and
class of shares of stock or other securities to which such Grantee would have been entitled pursuant to the terms of the reorganization, merger or consolidation if, at the time of such reorganization,
merger or consolidation, such Grantee had been the holder of record of a number of shares of stock equal to the number of shares receivable or exercisable pursuant to such Award. Comparable rights
shall accrue to each Grantee in the event of successive reorganizations, mergers or consolidations of the character described above. 


        11.2.3    Options to Purchase Stock of Acquired Companies.    After any reorganization, merger or consolidation in
which the Company or a Subsidiary shall be a surviving corporation, the Committee may grant substituted options under the provisions of the Plan, pursuant to Section 424 of the Code, replacing
old options granted under a plan of another party to the reorganization, merger or consolidation whose stock subject to the old options may no longer be issued following such merger or consolidation.
The foregoing adjustments and manner of application of the foregoing provisions shall be determined by the Committee in its sole discretion. Any such adjustments may provide for the elimination of any
fractional shares which might otherwise become subject to any Options. 



 
 

  Section 11.3    Failure to Comply with Terms and Conditions    
  




        Notwithstanding any other provision of the Plan, any outstanding Awards, including, without limit, any rights of payment or delivery or
any other rights of a Holder with respect to any Award shall, unless otherwise determined by the Grantor, be immediately forfeited and cancelled if the Holder: 


          (i)  breaches
any term, restriction and/or condition of the Plan, any Award Agreement or any employment, separation or other agreement between the Holder and the Company or
its Subsidiaries; or 



         (ii)  while
serving as a Director or an Employee, is employed by or serves as a director of a competitor of the Company or its Subsidiaries, or shall be engaged in any
activity in competition with the Company or its Subsidiaries; or 


        (iii)  within
one (1) year of the Grantee's termination of employment or cessation of Board service with the Company and its Subsidiaries, solicits or assists in
soliciting, directly or in any manner, any person employed by the Company or a Subsidiary to leave such employment or recruit, make an offer of employment to, or hire any such person; or 


        (iv)  divulges
at any time any confidential information belonging to the Company or any Subsidiary. 



        The
determination of the Grantor as to the occurrence of any of the events specified in this Section 11.3 shall be conclusive and binding upon all persons for all purposes. 



 
 

  Section 11.4    Regulatory Approvals and Listing    
  




        The Company shall not be required to issue any certificate or certificates for shares of Common Stock under the Plan prior to
(i) obtaining any approval from any governmental agency which the Company shall, in its discretion, determine to be necessary or advisable, (ii) the admission of such shares to listing
on any national securities exchange on which the Company's
Common Stock may be listed, and (iii) the completion of any registration or other qualification of such shares of Common Stock under any state or Federal law or ruling or regulations of any
governmental body which the Company shall, in its discretion, determine to be necessary or advisable. 


A-16







 

 
 

  Section 11.5    Restrictions Upon Resale of Stock    
  




        If the shares of Common Stock that have been issued to a Holder pursuant to the terms of the Plan are not registered under the
Securities Act of 1933, as amended ("Securities Act"), pursuant to an effective registration statement, such Holder, if the Committee shall deem it advisable, may be required to represent and agree in
writing (i) that any such shares acquired by such Holder pursuant to the Plan will not be sold except pursuant to an effective registration statement under the Securities Act, or pursuant to an
exemption from registration under the Securities Act and, (ii) that such Holder is acquiring such shares for his own account and not with a view to the distribution thereof. 



 
 

  Section 11.6    Reporting Person Limitation    
  




        Notwithstanding any other provision of the Plan, to the extent required to qualify for the exemption provided by Rule 16b-3
under the Act and any successor provision, any Common Stock or other equity security offered under the Plan to a Reporting Person may not be sold for at least six (6) months after the earlier
of acquisition of the security or the date of grant of the derivative security, if any, pursuant to which the Common Stock or other equity security was acquired. 


 
 

  ARTICLE XII
  ADMINISTRATION OF THE PLAN    
    



 
    Section 12.1    Committee    
  




        The Plan shall be administered by or under the direction of the Committee. 



 
 

  Section 12.2    Committee Actions    
  




        Except for matters required by the terms of the Plan to be decided by the Board or the Chairman, the Committee shall have full power
and authority to interpret and construe the Plan, to prescribe, amend and rescind rules, regulations, policies and practices, to impose such conditions and restrictions on Awards as it deems
appropriate and to make all other determinations necessary or desirable in connection with the administration of, or the performance of its responsibilities under, the Plan. 



 
 

  Section 12.3    Designation of Beneficiary    
  




        Each Holder may file with the Company a written designation of one or more persons as the Beneficiary who shall be entitled to receive
the Award, if any, payable under the Plan upon his death. A Holder may from time to time revoke or change his Beneficiary designation without the consent of any prior Beneficiary by filing a new
designation with the Company. The last such designation received by the Company shall be controlling; provided, however, that no designation, or change or revocation thereof, shall be effective unless
received by the Company prior to the Holder's death, and in no event shall it be effective as of a date prior to such receipt. If no such Beneficiary designation is in effect at the time of a Holder's
death, or if no designated Beneficiary survives the Holder or if such designation conflicts with law, the Holder's estate shall be entitled to receive the Award, if any, payable under the Plan upon
his death. If the Committee is in doubt as to the right of any person to receive such Award, the Company may retain such Award, without liability for any interest thereon, until the Committee
determines the rights thereto, or the Company may pay such Award into any court of appropriate jurisdiction and such payment shall be a complete discharge of the liability of the Company therefore. 



 
 

  Section 12.4    No Right to an Award or to Continued Employment    
  




        No Grantee or other person shall have any claim or right to be granted an Award under the Plan. Neither the action of the Company in
establishing the Plan, nor any provisions hereof, nor any action taken by the Company, any Subsidiary, the Board, the Committee or the Chairman pursuant to such provisions shall be construed as
creating in any employee or class of employees any right with respect 


A-17







 

to
continuation of employment by the Company or any of its Subsidiaries, and they shall not be deemed to interfere in any way with the Company's or any Subsidiary's right to employ, discipline,
discharge, terminate, lay off or retire any Grantee, with or without cause, to discipline any employee, or to otherwise affect the Company's or a Subsidiary's right to make employment decisions with
respect to any Grantee. 



 
 

  Section 12.5    Discretion of the Grantor    
  




        Whenever the terms of the Plan provide for or permit a decision to be made or an action to be taken by a Grantor, such decision may be
made or such action taken in the sole and absolute discretion of such Grantor and shall be final, conclusive and binding on all persons for all purposes; provided, however, that the Board may review
any decision or action of the Grantor and it may reverse or modify such Award, decision or act as it deems appropriate. The Grantor's determinations under the Plan, including, without limitation the
determination of any person to receive awards and the amount of such awards, need not be uniform. 



 
 

  Section 12.6    Indemnification and Exculpation    
  




        12.6.1    Indemnification.    Each person who is or shall have been a member of the Board or the Committee and each
director, officer or employee of the Company or any Subsidiary to whom any duty or power related to the administration or interpretation of the Plan may be delegated (each, an "Indemnified Person"),
shall be indemnified and held harmless by the Company against and from any and all loss, cost, liability or expense that may be imposed upon or reasonably incurred by him in connection with or
resulting from any claim, action, suit or proceeding to which he may be or become a party or in which he may be or become involved by reason of any action taken or failure to act under the Plan and
against and from any and all amounts paid by him in settlement thereof (with the Company's written approval) or paid by him in satisfaction of a judgment in any such action, suit or proceeding, except
a judgment in favor of the Company based upon a finding of his bad faith; subject, however, to the condition that upon the institution of any claim, action, suit or proceeding against him, he shall in
writing give the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall
not be exclusive of, and shall be in addition to, any other right to which such person may be entitled under the Company's charter or bylaws, as a matter of law or otherwise, or any power that the
Company may have to indemnify him or hold him harmless. 


        12.6.2    Exculpation.    No Indemnified Person shall be personally liable by reason of any contract or other
instrument executed by him or on his behalf in his capacity as an Indemnified Person hereunder, nor for any mistake of judgment made in good faith, unless otherwise provided by law. Each Indemnified
Person shall be fully justified in relying or acting upon in good faith any information furnished in connection with the administration of the Plan by any appropriate person or persons other than
himself. In no event shall any Indemnified Person be liable for any determination made or other action taken or any omission to act in reliance upon such report or information, for any action
(including the furnishing of information) taken or any failure to act, if in good faith. 



 
 

  Section 12.7    Unfunded Plan    
  




        The Plan is intended to constitute an unfunded, long-term incentive compensation plan for certain selected employees. No special or
separate fund shall be established and no segregation of assets shall be made to assure payment of such amounts. The Company may, but shall not be obligated to, acquire shares of its Common Stock from
time to time in anticipation of its obligations under the Plan, but no Grantee shall have any right in or against any shares of stock so acquired. All such stock shall constitute general assets of the
Company and may be disposed of by the
Company at such time and for such purposes as it may deem appropriate. No obligation or liability of the Company to any Grantee 


A-18







 

with
respect to any right to receive a distribution or payment under the Plan shall be deemed to be secured by any pledge or other encumbrance on any property of the Company. 



 
 

  Section 12.8    Inalienability of Rights and Interests    
  




        The rights and interests of a Holder under the Plan are personal to the Holder and to any person or persons who may become entitled to
distribution or payments under the Plan by reason of death of the Holder, and the rights and interests of the Holder or any such person (including, without limitation, any Award distributable or
payable under the Plan) shall not be subject in any manner to alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any such attempted action shall be void and no such benefit or
interest shall be in any manner liable for or subject to debts, contracts, liabilities, engagements or torts of any Holder, provided that transfers pursuant to a qualified domestic relations order
shall be allowable. If any Holder shall attempt to alienate, sell, transfer, assign, pledge, encumber or charge any of his rights or interests under the Plan, (including without limitation, any Award
payable under the Plan) then the Committee may hold or apply such benefit or any part thereof to or for the benefit of such Holder in such manner and in such proportions as the Committee may consider
proper. Notwithstanding the foregoing, the Holder, subject to the approval of the Company may elect to irrevocably transfer some or all of an Award to a family member. For this purpose, a family
member shall refer to one or more of the Holder's spouse, children or grandchildren, or to a trust established solely for the benefit of, or to a partnership whose partners are, the Holder's spouse,
children and grandchildren; provided, however, that: 


          (i)  the
Award, once transferred, may not again be transferred except by will or by the laws of descent and distribution; 


         (ii)  the
Award, once transferred, shall remain subject to the same terms and conditions of the Award in effect before the transfer and the transferee of the Award (the
"Transferee") must comply with all other provisions of the Award; and 


        (iii)  the
Holder receives no consideration for such transfer. No transferred Award shall be exercisable following a transfer, as provided for herein, unless the Committee
receives written notice from the Holder in a form and manner satisfactory to the Committee, in its sole discretion, to the effect that a transfer of the Award has occurred and the notice identifies
the Award transferred, the identity of the Transferee and his relationship to the Holder. 



 
 

  Section 12.9    Awards Not Includable for Benefit Purposes    
  




        Except as otherwise set forth in any applicable 401(k) plan, payments received by a Grantee pursuant to the provisions of the Plan
shall not be included in the determination of benefits under any pension, group insurance or other benefit plan applicable to the Grantee which are maintained by the Company or any of its
Subsidiaries, except as may be determined by the Committee. 



 
 

  Section 12.10    No Issuance of Fractional Shares    
  




        The Company shall not be required to deliver any fractional share of Common Stock but, as determined by the Committee, may pay a cash
amount to the Holder in lieu thereof, except as otherwise provided in the Plan, equal to the Fair Market Value (determined as of an appropriate date determined by the Committee) of such fractional
share. 



 
 

  Section 12.11    Modification for International Grantees    
  




        Notwithstanding any provision to the contrary, the Committee may incorporate such provisions, or make such modifications or amendments
in Award Agreements of Grantees who reside or are employed outside of the United States of America, or who are citizens of a country other than the United States of America, as the Committee deems
necessary or appropriate to accomplish the 


A-19







 

purposes
of the Plan with respect to such Grantee in light of differences in applicable law, tax policies or customs, and to ascertain compliance with all applicable laws. 



 
 

  Section 12.12    Leaves of Absence    
  




        The Committee shall be entitled to make such rules, regulations and determinations as it deems appropriate under the Plan in respect of
any leave of absence taken by the recipient of any Award. Without limiting the generality of the foregoing, the Grantor shall be entitled to determine (a) whether or not any such leave of
absence shall constitute a termination of employment within the meaning of the Plan and, (b) the impact, if any, of any such leave of absence on awards under the Plan theretofore made to any
recipient who takes such leave of absence. Notwithstanding the foregoing, with respect to Awards that are "deferred compensation" under Section 409A of the Code, any leave of absence taken by
the recipient shall constitute a termination of employment within the meaning of the Plan when the recipient has a "separation from service" as defined in the regulations promulgated under
Section 409A of the Code. 



 
 

  Section 12.13    Communications    
  




        12.13.1    Communications by the Grantor.    All notices, statements, reports and other communications made, delivered
or transmitted to a Holder or other person under the Plan shall be deemed to have been duly given, made or transmitted, when sent electronically to a Company or Subsidiary e-mail address, when
delivered to, or when mailed by first-class mail, postage prepaid and addressed to, such Holder or other person at his address last appearing on the records of the Company. 


        12.13.2    Communications by the Directors, Employees, and Others.    All elections, designations, requests, notices,
instructions and other communications made, delivered or transmitted by the Company, a Subsidiary, Grantee, Beneficiary or other person to the Committee required or permitted under the Plan shall be
transmitted by any means authorized by the Committee or shall be mailed by first-class mail or delivered to the Company's principal office to the attention of the Company's Secretary or such
other location as may be specified by the Committee, and shall be deemed to have been given and delivered only upon actual receipt thereof by the Committee at such location. 



 
 

  Section 12.14    Parties in Interest    
  




        The provisions of the Plan and the terms and conditions of any Award shall, in accordance with their terms, be binding upon, and inure
to the benefit of, all successors of each Grantee, including, without limitation, such Grantee's estate and the executors, administrators, or trustees thereof, heirs and legatees, and any receiver,
trustee in bankruptcy or representative of creditors of such Grantee. The obligations of the Company under the Plan shall be binding upon the Company and its successors and assigns. 



 
 

  Section 12.15    Severability    
  




        Whenever possible, each provision in the Plan and every Award at any time granted under the Plan shall be interpreted in such manner as
to be effective and valid under applicable law, but if any provision of the Plan or any Award at any time granted under the Plan shall be held to be prohibited by or invalid under applicable law, then
(a) such provision shall be deemed amended to accomplish the objectives of the provision as originally written to the fullest extent permitted by law, and (b) all other provisions of the
Plan and every other Award at any time granted under the Plan shall remain in full force and effect. 


A-20







 

 
 

  Section 12.16    Compliance with Laws    
  




        The Plan and the grant of Awards shall be subject to all applicable Federal and state laws, rules and regulations and to such approvals
by any government or regulatory
agency as may be required. It is intended that the Plan be applied and administered in compliance with Rule 16b-3. If any provision of the Plan would be in violation of Rule 16b-3 if
applied as written, such provision shall not have effect as written and shall be given effect so as to comply with Rule 16b-3, as determined by the Committee. The Board is authorized to amend
the Plan and to make any such modifications to Award Agreements to comply with Rule 16b-3, and to make any such other amendments or modifications as it deems necessary or appropriate to better
accomplish the purposes of the Plan in light of any amendments made to Rule 16b-3. 



 
 

  Section 12.17    No Strict Construction    
  




        No rule of strict construction shall be implied against the Company, the Committee, the Chairman or any other person in the
interpretation of any of the terms of the Plan, any Award granted under the Plan or any rule or procedure established by the Committee or the Board. 



 
 

  Section 12.18    Modification    
  




        This document contains all of the provisions of the Plan and no provisions may be waived, modified or otherwise altered except in a
writing adopted by the Board. 



 
 

  Section 12.19    Governing Law    
  




        All questions pertaining to validity, construction and administration of the Plan and the rights of all persons hereunder shall be
determined with reference to, and the provisions of the Plan shall be governed by and shall be construed in conformity with, the internal laws of the Commonwealth of Pennsylvania without regard to any
of its conflict of laws principles. 


 
 

  ARTICLE XIII
  CHANGE OF CONTROL    
    



 
    Section 13.1    Options and SARS    
  




        In the event of a Change of Control, all Options and SARs outstanding on the date of such Change of Control shall become immediately
and fully exercisable, provided that in the case of any outstanding Options or SARs subject to a performance-based vesting schedule, performance shall be deemed to have been achieved at the target
level or, if greater, the actual level of achievement as of the date of the Change of Control, annualized for the entire performance period, if appropriate, and, in the case of SARs, if payable in
cash, shall be paid within thirty (30) days after a Change of Control to all Grantees who have been granted such Award. In all other respects not inconsistent with such acceleration, the
Options and SARs shall continue to be governed by the terms of their Award Agreements and the Plan. 



 
 

  Section 13.2    Restricted Stock Awards and Phantom Stock Unit Awards    
  




        In the event of a Change of Control, all restrictions with respect to Restricted Stock Awards and Phantom Stock Unit Awards shall
immediately lapse, provided that in the case of any outstanding Restricted Stock Awards or Phantom Stock Unit Awards with restrictions subject to the achievement of certain performance-based goals,
performance shall be deemed to have been achieved at the target level or, if greater, the actual level of achievement as of the date of the Change of Control, annualized for the entire performance
period, if appropriate, and, if payable in cash, shall be paid within thirty (30) days after a Change of Control to all Grantees who have been granted such Award. 


A-21







 
 
 

  ARTICLE XIV
  AMENDMENT AND TERMINATION    
    



 
    Section 14.1    Amendment; No Repricing    
  




        The Board with respect to the Plan, and the Grantor with respect to any Award Agreement, reserve the right at any time or times to
modify, alter or amend, in whole or in part, any or all of the provisions of the Plan or any Award Agreement to any extent and in any manner that it or he, as the case may be, may deem advisable, and
no consent or approval by the shareholders of the Company, by any Grantee or Beneficiary, or by any other person, committee or entity of any kind shall be required to make any modification, alteration
or amendment; provided, however, that the Board shall not, without the requisite affirmative approval of the shareholders of the Company, make any modification, alteration or amendment that requires
shareholders' approval under any applicable law, the Code or stock exchange requirements. No modification, alteration or amendment of the Plan or any Award Agreement may, without the consent of the
Grantee (or the Grantee's Beneficiaries in case of the Grantee's death) to whom any Award shall theretofore have been granted under the Plan, adversely affect any right of such Grantee under such
Award, except in accordance with the provisions of the Plan and/or any Award Agreement applicable to any such Award. Subject to the provisions of this Section 14.1, any modification, alteration
or amendment of any provisions of the Plan may be made retroactively. Except as otherwise provided in Section 11.2 hereof, neither the Committee nor the Board shall reduce the SAR Base Amount
or Option Price, as applicable, of Stock Options or SARS previously awarded to any Grantee, whether through amendment, cancellation or replacement grant, or any other means, without the requisite
prior affirmative approval of the shareholders of the Company. 



 
 

  Section 14.2    Suspension or Termination    
  




        The Board reserves the right at any time to suspend or terminate, in whole or in part, any or all of the provisions of the Plan for any
reason and without the consent of or approval by the shareholders of the Company, any Holder or any other person, committee or entity of any kind; provided, however, that no such suspension or
termination shall adversely affect any right or obligation with respect to any Award theretofore made except as herein otherwise provided. 


 
 

  ARTICLE XV
  SECTION 409A    
    


        It is the intention of the Company that no Award shall constitute a "nonqualified deferred compensation plan" subject to
Section 409A of the Code, unless and to the extent that the Grantor specifically determines otherwise as provided in the immediately following sentence, and the Plan and the terms and
conditions of all Awards shall be interpreted accordingly. The terms and conditions governing any Awards that the Grantor determines will be subject to Section 409A of the Code, including any
rules for elective or mandatory deferral of the delivery of cash or shares pursuant thereto and any rules regarding treatment of such Awards in the event of a Change of Control, shall be set forth in
the applicable Award Agreement, and shall comply in all respects with Section 409A of the Code. 


 
 

  ARTICLE XVI
  EFFECTIVE DATE AND TERM OF THE PLAN    
    


        The Plan shall become effective on the Effective Date if it is approved by the shareholders of the Company. No Award shall be granted
under the Plan after the date specified in Section 4.1.4. The Plan will continue in effect for existing Awards as long as any such Awards are outstanding. 


A-22