exh107.htm


     

    
      

      

    

    Exhibit
      10.7

     

     

    
      PARKVALE
        FINANCIAL CORPORATION

      AMENDED
        AND RESTATED 2004 STOCK INCENTIVE PLAN

      


      ARTICLE
        I

      ESTABLISHMENT
        OF THE PLAN

      


      Parkvale
        Financial Corporation (the “Corporation”) hereby amends and restates its 2004
        Stock Incentive Plan (as amended and restated, the “Plan”) upon the terms and
        conditions hereinafter stated, with the amendment and restatement effective
        as
        of December 20, 2007.

      


      ARTICLE
        II

      PURPOSE
        OF THE PLAN

      


      The
        purpose of this Plan is to improve the growth and profitability of the
        Corporation and its Subsidiary Companies by providing Employees and Non-Employee
        Directors with a proprietary interest in the Corporation as an incentive
        to
        contribute to the success of the Corporation and its Subsidiary Companies,
        and
        rewarding Employees and Non-Employee Directors for outstanding
        performance.  All Incentive Stock Options issued under this Plan are
        intended to comply with the requirements of Section 422 of the Code and the
        regulations thereunder, and all provisions hereunder shall be read, interpreted
        and applied with that purpose in mind. Each recipient of an Award hereunder
        is
        advised to consult with his or her personal tax advisor with respect to the
        tax
        consequences under federal, state, local and other tax laws of the receipt
        and/or exercise of an Award hereunder.

      


      ARTICLE
        III

      DEFINITIONS

      


      3.01           
        “Award” means an Option or Share Award granted pursuant to the terms of this
        Plan.

      


      3.02           
        “Bank” means Parkvale Savings Bank, the wholly owned subsidiary of the
        Corporation.

      


      3.03           
        “Beneficiary” means the person or persons designated by a Participant to receive
        any benefits payable under the Plan in the event of such Participant=s
        death.  Such person or persons shall be designated in writing on forms
        provided for this purpose by the Committee and may be changed from time to
        time
        by similar written notice to the Committee.  In the absence of a
        written designation, the Beneficiary shall be the Participant=s
        surviving
        spouse, if any, or if none, his estate.

      


      3.04           
        “Board” means the Board of Directors of the Corporation.

      


      3.05           
        “Change in Control” shall mean a change in the ownership of the Corporation or
        the Bank, a change in the effective control of the Corporation or the Bank
        or a
        change in the ownership of a substantial portion of the assets of the
        Corporation or the Bank, in each case as provided under Section 409A of the
        Code
        and the regulations thereunder.

      


      3.06           
        “Code” means the Internal Revenue Code of 1986, as amended.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.07           
        “Committee” means a committee of two or more directors appointed by the Board
        pursuant to Article IV hereof, each of whom shall be a Non-Employee Director
        (i)
        as defined in Rule 16b-3(b)(3)(i) of the Exchange Act or any successor thereto,
        and (ii) within the meaning of Section 162(m) of the Code or any successor
        thereto.

      


      3.08           
        “Common Stock” means shares of the common stock, par value $1.00 per share, of
        the Corporation.

      


      3.09           
        “Director” means a member of the Board of Directors of the Corporation or a
        Subsidiary Corporation or any successors thereto, including Non-Employee
        Directors as well as Officers and Employees serving as Directors.

      


      3.10           
        “Director Emeritus” and “Advisory Director” means a person appointed to serve in
        such capacity by the Board of either the Corporation or the Bank or the
        successors thereto.

      


      3.11           
        “Disability” means in the case of any Participant that the Participant: (i) is
        unable to engage in any substantial gainful activity by reason of any medically
        determinable physical or mental impairment which can be expected to result
        in
        death or can be expected to last for a continuous period of not less than
        12
        months, or (ii) is, by reason of any medically determinable physical or mental
        impairment which can be expected to result in death or can be expected to
        last
        for a continuous period of not less than 12 months, receiving income replacement
        benefits for a period of not less than three months under an accident and
        health
        plan covering employees of the Corporation or the Bank (or would have received
        such benefits for at least three months if he had been eligible to participate
        in such plan).

      


      3.12           
        “Effective Date” means the day upon which the Board originally adopted this
        Plan, which was June 17, 2004.

      


      3.13           
        “Employee” means any person who is employed by the Corporation or a Subsidiary
        Company, or is an Officer of the Corporation or a Subsidiary Company, but
        not
        including Directors who are not also Officers of or otherwise employed by
        the
        Corporation or a Subsidiary Company.

      


      3.14           
        “Exchange Act” means the Securities Exchange Act of 1934, as
        amended.

      


      3.15           
        “Exercise Price” means the price at which a share of Common Stock may be
        purchased by an Optionee pursuant to an Option.

      


      3.16           
        “Fair Market Value” shall be equal to the fair market value per share of the
        Corporation’s Common Stock as of the close of business on the date an Award is
        granted.  For purposes hereof, the Fair Market Value of a share of
        Common Stock shall be the closing sale price of a share of Common Stock on
        the
        date in question (or, if such day is not a trading day in the U.S. markets,
        on
        the nearest preceding trading day), as reported with respect to the principal
        market (or the composite of the markets, if more than one) or national quotation
        system in which such shares are then traded, or if no such closing prices
        are
        reported, the mean between the high bid and low asked prices that day on
        the
        principal market or national quotation system then in
        use.  Notwithstanding the foregoing, if the Common Stock is not
        readily tradable on an established securities market for purposes of Section
        409A of the Code, then the Fair Market Value shall be determined by means
        of a
        reasonable valuation method that takes into consideration all available
        information material to the value of the Corporation and that otherwise
        satisfies the requirements applicable under Section 409A of the Code and
        the
        regulations thereunder.

      


      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

      3.17           
        “Incentive Stock Option” means any Option granted under this Plan which the
        Board intends (at the time it is granted) to be an incentive stock option
        within
        the meaning of Section 422 of the Code or any successor thereto.

      


      3.18           
        “Non-Employee Director” means a member of the Board (including advisory boards,
        if any) of the Corporation or a Subsidiary Company or any successors thereto
        as
        well as an Advisory Director or Director Emeritus who is not an Officer or
        Employee of the Corporation or any Subsidiary Company.

      


      3.19           
        “Non-Qualified Option” means any Option granted under this Plan which is not an
        Incentive Stock Option.

      


      3.20           
        “Officer” means an Employee whose position in the Corporation or Subsidiary
        Company is that of a corporate officer, as determined by the Board.

      


      3.21           
        “Option” means a right granted under this Plan to purchase Common
        Stock.

      


      3.22           
        “Optionee” means an Employee or Non-Employee Director to whom an Option is
        granted under the Plan.

      


      3.23           
        “Participant” means any person who holds any outstanding Award pursuant to this
        Plan.

      


      3.24           
        “Performance Share Award” means a Share Award granted to a Recipient pursuant to
        Section 9.06 of the Plan.

      


      3.25           
        “Performance Goal” means an objective for the Corporation or any Subsidiary
        Company or any unit thereof or any Employee of the foregoing that may be
        established by the Committee for a Performance Share Award to become vested,
        earned or exercisable.  The establishment of Performance Goals are
        intended to make the applicable Performance Share Awards “performance based”
compensation within the meaning of Section 162(m) of the Code, and the
        Performance Goals shall be based on one or more of the following
        criteria:

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

       

      
      

      
        	
                (i)

              	
                net
                  income, as adjusted for non-recurring items; 

              
	
                (ii)

              	cash
                earnings;
	
                (iii)

              	
                earnings
                  per share; 

              
	
                (iv)

              	
                cash
                  earnings per share; 

              
	
                (v)

              	
                return
                  on average equity; 

              
	
                (vi)

              	
                return
                  on average assets; 

              
	
                (vii) 

              	
                assets;
                  

              
	
                (viii) 

              	
                stock
                  price; 

              
	
                (ix)

              	
                total
                  stockholder return; 

              
	
                (x)

              	
                capital;
                  

              
	
                (xi)

              	
                net
                  interest income; 

              
	
                (xii)

              	
                market
                  share; 

              
	
                (xiii) 

              	
                cost
                  control or efficiency ratio; and 

              
	
                (xiv) 

              	
                asset
                  growth. 

              


      

       

       

      3.26           
        “Recipient” means an Employee who receives a Share Award or Performance Share
        Award under the Plan.

      


      3.27           
        “Retirement” means a termination of employment which constitutes a “retirement”
under any applicable qualified pension benefit plan maintained by the
        Corporation or a Subsidiary Company, or, if no such  plan is
        applicable, which would constitute “retirement” under the Corporation’s pension
        benefit plan, if such individual were a participant in that plan. With respect
        to Non-Employee Directors, retirement means retirement from service on the
        Board
        of Directors of the Corporation or a Subsidiary Company or any successors
        thereto (including service as a Director Emeritus or Advisory Director to
        the
        Corporation or any Subsidiary Company) after attaining the normal retirement
        age
        as established by the Board of Directors.

      


      3.28           
        “Share Award” means a right granted under this Plan to receive a distribution
        of  shares of Common Stock upon completion of the service or other
        requirements described in Article IX and includes Performance Share
        Awards.

      


      3.29           
        “Subsidiary Company” means those subsidiaries of the Corporation, including the
        Bank, which meet the definition of “subsidiary corporations” set forth in
        Section 424(f) of the Code, at the time of granting of the Option in
        question.

      


      3.30           
        “Trust” means a trust established by the Board of Directors in connection with
        this Plan to hold Plan assets for the purposes set forth herein.

      


      3.31           
        “Trustee” means such firm, entity or persons approved by the Board to hold legal
        title to the Plan and the Plan assets for the purposes set forth
        herein.

      


      ARTICLE
        IV

      ADMINISTRATION
        OF THE
        PLAN

      


      4.01           
        Duties of the
        Committee.  The Plan shall be administered and interpreted by
        the Committee, as appointed from time to time by the Board pursuant to Section
        4.02.  The Committee shall have the authority to adopt, amend and
        rescind such rules, regulations and procedures as, in its opinion, may be
        advisable in the administration of the Plan, including, without limitation,
        rules, regulations and procedures which (i) deal with satisfaction of a
        Participant’s tax withholding obligation pursuant to Section 13.02 hereof, (ii)
        include arrangements to facilitate an Optionee’s ability to borrow funds for
        payment of the exercise or purchase price of an Option, if applicable, from
        securities brokers and dealers, and (iii) include arrangements which provide
        for
        the payment of some or all of such exercise or purchase price by delivery
        of
        previously-owned shares of Common Stock or other property and/or by withholding
        some of the shares of Common Stock which are being acquired.  The
        interpretation and construction by the Committee of any provisions of the
        Plan,
        any rule, regulation or procedure adopted by it pursuant thereto or of any
        Award
        shall be final and binding in the absence of action by the Board.

      


      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

      4.02           
        Appointment and Operation
        of
        the Committee.  The members of the Committee shall be appointed
        by, and will serve at the pleasure of, the Board.  The Board from time
        to time may remove members from, or add members to, the Committee, provided
        the
        Committee shall continue to consist of two or more members of the Board,
        each of
        whom shall be a Non-Employee Director as defined in Rule 16b-3(b)(3)(i) of
        the
        Exchange Act or any successor thereto.  In addition, each member of
        the Committee shall be an “outside director” within the meaning of Section
        162(m) of the Code and regulations thereunder at such times as is required
        under
        such regulations.  The Committee shall act by vote or written consent
        of a majority of its members.  Subject to the express provisions and
        limitations of the Plan, the Committee may adopt such rules, regulations
        and
        procedures as it deems appropriate for the conduct of its affairs.  It
        may appoint one of its members to be chairman and any person, whether or
        not a
        member, to be its secretary or agent.  The Committee shall report its
        actions and decisions to the Board at appropriate times but in no event less
        than one time per calendar year.

      


      4.03           
        Revocation for
        Misconduct.  The Board or the Committee may by resolution
        immediately revoke, rescind and terminate any outstanding Option or Share
        Award,
        or portion thereof, to the extent not yet exercised or earned, that was
        previously granted or awarded under this Plan to an Employee who is discharged
        from the employ of the Corporation or a Subsidiary  Company for cause,
        which, for purposes hereof, shall mean termination because of the Employee’s
        personal dishonesty, incompetence, willful misconduct, breach of fiduciary
        duty
        involving personal profit, intentional failure to perform stated duties,
        willful
        violation of any law, rule or regulation (other than traffic violations or
        similar offenses) or final cease-and-desist order.  Unvested Options
        granted to a Non-Employee Director who is removed for cause pursuant to the
        Corporation’s Articles of Incorporation and Bylaws or the Bank’s Articles of
        Incorporation and Bylaws or the constituent documents of the Subsidiary Company
        on whose Board he serves shall terminate as of the effective date of such
        removal.

      


      4.04           
        Limitation on
        Liability.  Neither the members of the Board nor any member of
        the Committee shall be liable for any action or determination made in good
        faith
        with respect to the Plan, any rule, regulation or procedure adopted by it
        pursuant thereto or any Awards granted under it.  If a member of the
        Board or the Committee is a party or is threatened to be made a party to
        any
        threatened, pending or completed action, suit or proceeding, whether civil,
        criminal, administrative or investigative, by reason of anything done or
        not
        done by him in such capacity under or with respect to the Plan, the Corporation
        shall, subject to the requirements of applicable laws and regulations, indemnify
        such member against all liabilities and expenses (including attorneys’ fees),
        judgments, fines and amounts paid in settlement actually and reasonably incurred
        by him in connection with such action, suit or proceeding if he acted in
        good
        faith and in a manner he reasonably believed to be in the best interests
        of the
        Corporation and its Subsidiary Companies and, with respect to any criminal
        action or proceeding, had no reasonable cause to believe his conduct was
        unlawful.

      


      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

      4.05       
            Compliance
        with Law and Regulations.  All Awards granted hereunder 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.  The Corporation shall not be required to issue or deliver
        any certificates for shares of Common Stock prior to the completion of any
        registration or qualification of or obtaining of consents or approvals with
        respect to such shares under any federal or state law or any rule or regulation
        of any government body, which the Corporation shall, in its sole discretion,
        determine to be necessary or advisable.  Moreover, no Option may be
        exercised if such exercise would be contrary to applicable laws and
        regulations.

      


      4.06           
        Restrictions on
        Transfer.  The Corporation may place a legend upon any
        certificate representing shares acquired pursuant to an Award granted hereunder
        noting that the transfer of such shares may be restricted by applicable laws
        and
        regulations.

      


      4.07           
        No Deferral of Compensation
        Under Section 409A of the Code.  All Awards granted under the
        Plan are designed to not constitute a deferral of compensation for purposes
        of
        Section 409A of the Code.  Notwithstanding any other provision in this
        Plan to the contrary, all of the terms and conditions of any Options granted
        under this Plan shall be designed to satisfy the exemption for stock options
        set
        forth in the regulations issued under Section 409A of the Code.  Both
        this Plan and the terms of all Options granted hereunder shall be interpreted
        in
        a manner that requires compliance with all of the requirements of the exemption
        for stock options set forth in the regulations issued under Section 409A
        of the
        Code.  No Optionee shall be permitted to defer the recognition of
        income beyond the exercise date of a Non-Qualified Option or beyond the date
        that the Common Stock received upon the exercise of an Incentive Stock Option
        is
        sold, and no Recipient shall be permitted to defer the recognition of income
        beyond the date that a Share Award or Performance Share Award shall be deemed
        earned pursuant to Article IX of this Plan.

      


      ARTICLE
        V

      ELIGIBILITY

      


      Awards
        may be granted to such Employees and Non-Qualified Options may be granted
        to
        such Non-Employee Directors of the Corporation and its Subsidiary Companies
        as
        may be designated from time to time by the Board or the
        Committee.  Awards may not be granted to individuals who are not
        Employees or Non-Employee Directors of either the Corporation or its Subsidiary
        Companies.  Non-Employee Directors shall not be eligible to receive
        Share Awards or Incentive Stock Options pursuant to this Plan.

      


       ARTICLE
        VI

      COMMON
        STOCK COVERED BY THE PLAN

      


      6.01           
        Number of
        Shares.  The aggregate number of shares of Common Stock which
        may be issued pursuant to this Plan with respect to all types of Awards
        hereunder, subject to adjustment as provided in Article X, shall be
        279,000.  However, subject to adjustment as provided in Article X
        hereof, the maximum amount of shares available for Share Awards granted
        hereunder is 55,800.  None of the shares reserved for the Plan shall
        be the subject of more than one Award at any time, but if an Award as to
        any
        shares is surrendered before exercise or vesting occurs, or expires or
        terminates for any reason without having been fully exercised in the case
        of
        Options or vested in the case of Share Awards, or for any other reason ceases
        vesting or to be exercisable, the number of shares covered thereby shall
        again
        become available for grant under the Plan as if no Award had been previously
        granted with respect to such shares.  During the time this Plan
        remains in effect, the aggregate amount of grants of Awards of all types
        permitted hereunder to each Employee and each Non-Employee Director shall
        not
        exceed 25% and 5% of the shares of Common Stock available under the Plan,
        respectively.  Awards made to Non-Employee Directors in the aggregate
        may not exceed 25% of the number of shares available under this
        Plan.

      


      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

      6.02           
        Source of
        Shares.  The shares of Common Stock issued under the Plan may
        be authorized but unissued shares, treasury shares or shares purchased by
        the
        Corporation on the open market or from private sources for use under the
        Plan.

      


      ARTICLE
        VII

      DETERMINATION
        OF

      AWARDS,
        NUMBER OF SHARES, ETC.

      


      The
        Board
        or the Committee shall, in its discretion, determine from time to time which
        Employees and Non-Employee Directors will be granted Awards under the Plan,
        the
        number of shares of Common Stock subject to an Award, the vesting requirements
        and other features of such Awards, whether each Option will be an Incentive
        Stock Option or a Non-Qualified Stock Option (in the case of Employees),
        the
        exercise price of an Option and whether a Share Award will be a Performance
        Share Award.  In making all such determinations there shall be taken
        into account the duties, responsibilities and performance of each respective
        Employee and Non-Employee Director, his present and potential contributions
        to
        the growth and success of the Corporation and/or its Subsidiary Companies,
        his
        salary or other compensation and such other factors deemed relevant to
        accomplishing the purposes of the Plan.  The Board or the Committee
        may but shall not be required to request the written recommendation of the
        Chief
        Executive Officer of the Corporation other than with respect to Awards to
        be
        granted to him.

      


      ARTICLE
        VIII

      OPTIONS

      


      Each
        Option granted hereunder shall be on the following terms and
        conditions:

      


      8.01           
        Stock Option
        Agreement.  The proper Officers on behalf of the Corporation
        and each Optionee shall execute a Stock Option Agreement which shall set
        forth
        the total number of shares of Common Stock to which it pertains, the exercise
        price, whether it is a Non-Qualified Option or an Incentive Stock Option,
        and
        such other terms, conditions, restrictions and privileges as the Board or
        the
        Committee in each instance shall deem appropriate, provided they are not
        inconsistent with the terms, conditions and provisions of this
        Plan.  Each Optionee shall receive a copy of his executed Stock Option
        Agreement.  Any Option granted with the intention that it will be an
        Incentive Stock Option but which fails to satisfy a requirement for Incentive
        Stock Options shall continue to be valid and shall be treated as a Non-Qualified
        Option.

      


      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

      8.02       
        Option Exercise Price.

      


      (a)           
        Incentive Stock
        Options.  The per share price at which the subject Common Stock
        may be purchased upon exercise of an Incentive Stock Option shall be no less
        than one hundred percent (100%) of the Fair Market Value of a share of Common
        Stock at the time such Incentive Stock Option is granted, except as provided
        in
        Section 8.09(b).

      


      (b)           
        Non-Qualified
        Options.  The per share price at which the subject Common Stock
        may be purchased upon exercise of a Non-Qualified Option shall be established
        by
        the Committee at the time of grant, but in no event shall be less than one
        hundred percent (100%) of the Fair Market Value of a share of Common Stock
        at
        the time such Non-Qualified Option is granted.

      


      8.03       
        Vesting and Exercise of Options.

      


      (a)           
        General
        Rules.  Incentive Stock Options and Non-Qualified Options
        shall  vest and become exercisable at the rate, to the extent and
        subject to such limitations as may be specified by the
        Committee.  Notwithstanding the foregoing, except as provided in
        Section 8.03(b) hereof, no vesting shall occur on or after an Optionee’s
        employment and/or service as a Non-Employee Director (which, for purposes
        hereof, shall include service as a Director Emeritus or Advisory Director)
        with
        the Corporation and all Subsidiary Companies is terminated for any reason
        other
        than his death, Disability, Retirement or in the event of a Change in
        Control.  In determining the number of shares of Common Stock with
        respect to which Options are vested and/or exercisable, fractional shares
        will
        be rounded down to the nearest whole number, provided that such fractional
        shares shall be aggregated and deemed vested on the final date of
        vesting.

      


      (b)           
        Accelerated
        Vesting.  Unless the Board or the Committee shall specifically
        state otherwise at the time an Option is granted, all Options granted under
        this
        Plan shall become vested and exercisable in full on the date an Optionee
        terminates his employment with the Corporation or a Subsidiary Company and/or
        service as a Non-Employee Director because of his death, Disability or
        Retirement.  All outstanding Options hereunder shall become
        immediately vested and exercisable in full as of the effective date of a
        Change
        in Control.

      


      8.04       
        Duration of Options.

      


      (a)           
        General
        Rule.  Except as provided in Sections 8.04(b) and 8.09, each
        Option or portion thereof granted to an Employee shall be exercisable at
        any
        time on or after it vests and becomes exercisable until the earlier of (i)
        ten
        (10) years after its date of grant or (ii) six (6) months after the date
        on
        which the Employee ceases to be employed by or serve as a Director of the
        Corporation and all Subsidiary Companies, unless the Board or the Committee
        in
        its discretion decides at the time of grant or thereafter to extend such
        period
        of exercise upon termination of employment or service to a period not exceeding
        five (5) years.

      


      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

      Except
        as
        provided in Section 8.04(b), each Option or portion thereof granted to a
        Non-Employee Director shall be exercisable at any time on or after it vests
        and
        becomes exercisable until the earlier of (i) ten (10) years after its date
        of
        grant or (ii) three (3) years after the date on which the Non-Employee Director
        ceases to serve as a director of the Corporation and all Subsidiary Companies
        (including service as a Director Emeritus or Advisory Director), unless the
        Board or the Committee in its discretion decides at the time of grant or
        thereafter to extend such period of exercise upon termination of service
        to a
        period not exceeding five (5) years.

      


      (b)           
        Exceptions.  Unless
        the Board or the Committee shall specifically state otherwise at the time
        an
        Option is granted: (i) if an Employee terminates his employment with the
        Corporation or a Subsidiary Company as a result of Disability or Retirement
        without having fully exercised his Options, the Employee shall have the right,
        during the five (5) year period following his termination due to Disability
        or
        Retirement, to exercise such Options, and (ii) if a Non-Employee Director
        terminates his service as a Director (including service as an Advisory Director
        or Director Emeritus) with the Corporation or a Subsidiary Company as a result
        of Disability or Retirement without having fully exercised his Options, the
        Non-Employee Director shall have the right, during the five (5) year period
        following his termination due to Disability or Retirement, to exercise such
        Options.

      


      Unless
        the Board or the Committee shall specifically state otherwise at the time
        an
        Option is granted, if an Employee or Non-Employee Director terminates his
        employment or service with the Corporation or a Subsidiary Company following
        a
        Change in Control without having fully exercised his Options, the Optionee
        shall
        have the right to exercise such Options during the remainder of the original
        ten
        (10) year term (or five (5) year term for Options subject to Section 8.09(b)
        hereof) of the Option from the date of grant.

      


      If
        an
        Optionee dies while in the employ or service of the Corporation or a Subsidiary
        Company or terminates employment or service with the Corporation or a Subsidiary
        Company, including as a result of Disability or Retirement, and dies without
        having fully exercised his Options, the executors, administrators, legatees
        or
        distributees of his estate shall have the right, during the two (2) year
        period
        following his death, to exercise such Options.

      


      Notwithstanding
        anything to the contrary herein, in  no event, however, shall any
        Option be exercisable more than ten (10) years (five (5) years for Options
        subject to Section 8.09(b) hereof) from the date it was granted.

      


      In
        the
        event an Incentive Stock Option is not exercised within ninety (90) days
        (or one
        (1) year with respect to termination due to Disability or death) of the
        effective date of termination of the Optionee’s status as an Employee, the tax
        treatment accorded Incentive Stock Options by the Code may not be
        available.  In addition, the accelerated vesting of Incentive Stock
        Options provided by Section 8.03(b) may result in all or a portion of such
        Incentive Stock Options no longer qualifying as Incentive Stock
        Options.

      


      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

      8.05        Nonassignability.  Options
        shall not be transferable by an Optionee except by will or the laws of descent
        or distribution, and during an Optionee’s lifetime shall be exercisable only by
        such Optionee or the Optionee’s guardian or legal
        representative.  Notwithstanding the foregoing, or any other provision
        of this Plan, an Optionee who holds Non-Qualified Options may transfer such
        Options to his immediate family or to a duly established trust for the benefit
        of one or more of these individuals. For purposes hereof, “immediate family”
includes the Participant’s spouse, children (including step children), parents,
        grandchildren and great grandchildren.  Options so transferred may
        thereafter be transferred only to the Optionee who originally received the
        grant
        or to an individual or trust to whom the Optionee could have initially
        transferred the Option pursuant to this Section 8.05.  Options which
        are transferred pursuant to this Section 8.05 shall be exercisable by the
        transferee according to the same terms and conditions as applied to the
        Optionee.

      


      8.06       
        Manner of
        Exercise.  Options may be exercised in part or in whole and at
        one time or from time to time.  The procedures for exercise shall be
        set forth in the written Stock Option Agreement provided for in Section 8.01
        above.

      


      8.07       
        Payment for
        Shares.  Payment in full of the purchase price for shares of
        Common Stock purchased pursuant to the exercise of any Option shall be made
        to
        the Corporation upon exercise of the Option.  All shares sold under
        the Plan shall be fully paid and nonassessable.  Payment for shares
        may be made by the Optionee (i) in cash or by check, (ii) by delivery of
        a
        properly executed exercise notice, together with irrevocable instructions
        to a
        broker to sell the shares and then to properly deliver to the Corporation
        the
        amount of sale proceeds to pay the exercise price, all in accordance with
        applicable laws and regulations, or (iii) at the discretion of the Committee,
        by
        delivering shares of Common Stock (including shares acquired pursuant to
        the
        exercise of an Option) equal in Fair Market Value to the purchase price of
        the
        shares to be acquired pursuant to the Option, by withholding some of the
        shares
        of Common Stock which are being purchased upon exercise of an Option, or
        any
        combination of the foregoing.  With respect to subclause (iii) hereof,
        the shares of Common Stock delivered to pay the purchase price must have
        either
        been (x) purchased in open market transactions or (y) issued by the Corporation
        pursuant to a plan thereof, in each case more than six months prior to the
        exercise date of the Option.

      


      8.08       
        Voting and Dividend
        Rights.  No Optionee shall have any voting or dividend rights
        or other rights of a stockholder in respect of any shares of Common Stock
        covered by an Option prior to the time that his name is recorded on the
        Corporation’s stockholder ledger as the holder of record of such shares acquired
        pursuant to an exercise of an Option.

      


      8.09       
        Additional Terms Applicable
        to
        Incentive Stock Options.  All Options issued under the Plan as
        Incentive Stock Options will be subject, in addition to the terms detailed
        in
        Sections 8.01 to 8.08 above, to those contained in this Section
        8.09.

      


      (a)           
        Dollar Amount
        Limitation.  Notwithstanding any contrary provisions contained
        elsewhere in this Plan and as long as required by Section 422 of the Code,
        the
        aggregate Fair Market Value, determined as of the time an Incentive Stock
        Option
        is granted, of the Common Stock with respect to which Incentive Stock Options
        are exercisable for the first time by the Optionee during any calendar year
        under this Plan, and stock options that satisfy the requirements of Section
        422
        of the Code under any other stock option plan or plans maintained by the
        Corporation (or any parent or Subsidiary Company), shall not exceed
        $100,000.

      


      
        
          
          

        

        
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      (b)           
        Limitation on Ten Percent
        Stockholders.  The price at which shares of Common Stock may be
        purchased upon exercise of an Incentive Stock Option granted to an individual
        who, at the time such Incentive Stock Option is granted, owns, directly or
        indirectly, more than ten percent (10%) of the total combined voting power
        of
        all classes of stock issued to stockholders of the Corporation or any Subsidiary
        Company, shall be no less than one hundred and ten percent (110%) of the
        Fair
        Market Value of a share of the Common Stock of the Corporation at the time
        of
        grant, and such Incentive Stock Option shall by its terms not be exercisable
        after the earlier of the date determined under Section 8.04 or the expiration
        of
        five (5) years from the date such Incentive Stock Option is
        granted.

      


      (c)           
        Notice of Disposition;
        Withholding; Escrow.  An Optionee shall immediately notify the
        Corporation in writing of any sale, transfer, assignment or other disposition
        (or action constituting a disqualifying disposition within the meaning of
        Section 421 of the Code) of any shares of Common Stock acquired through exercise
        of an Incentive Stock Option, within two (2) years after the grant of such
        Incentive Stock Option or within one (1) year after the acquisition of such
        shares, setting forth the date and manner of disposition, the number of shares
        disposed of and the price at which such shares were disposed of.  The
        Corporation shall be entitled to withhold from any compensation or other
        payments then or thereafter due to the Optionee such amounts as may be necessary
        to satisfy any withholding requirements of federal or state law or regulation
        and, further, to collect from the Optionee any additional amounts which may
        be
        required for such purpose.  The Committee or the Board may, in its
        discretion, require shares of Common Stock acquired by an Optionee upon exercise
        of an Incentive Stock Option to be held in an escrow arrangement for the
        purpose
        of enabling compliance with the provisions of this Section 8.09(c).

      


      (d)           
        Maximum Limit on Incentive
        Stock Options.  No more than 80% of the total shares which are
        reserved for issuance pursuant to Section 6.01 of this Plan may be issued
        pursuant to the exercise of Incentive Stock Options.

      


      ARTICLE
        IX

      SHARE
        AWARDS

      


      9.01           
        Share Award
        Notice.  As promptly as practicable after the granting of a
        Share Award pursuant to the terms hereof, the Board or the Committee shall
        notify the Recipient in writing of the grant of the Award, the number of
        shares
        covered by the Share Award, whether the Share Award is a Performance Share
        Award
        and the terms upon which the shares subject to the Award shall be distributed
        to
        the Recipient.  The Board or the Committee shall maintain records as
        to all grants of Share Awards and Performance Share Awards under the
        Plan.

      


      
        
          
          

        

        
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      9.02       
        Earning Plan Shares; Forfeitures.

      


      (a)           
        General
        Rules.  Subject to the terms hereof, Share Awards granted
        hereunder shall be earned at the rate and to the extent as may be specified
        by
        the Committee at the date of grant thereof.  If the employment of an
        Employee (or service as a Non-Employee Director (including for purposes hereof
        service as a Director Emeritus or Advisory Director) in the event the Recipient
        is serving as a Director at the time of termination of employment and will
        continue thereafter to serve in the capacity as a Non-Employee Director)
        is
        terminated before the Share Award has been completely earned for any reason
        (except as specifically provided in subsections (b) and (c) below), the
        Recipient shall forfeit the right to any shares subject to the Share Award
        which
        have not theretofore been earned.  In the event of a forfeiture of the
        right to any shares subject to a Share Award, such forfeited shares shall
        become
        available for grant pursuant to Articles VI and VII as if no Share Award
        had
        been previously granted with respect to such shares.  No fractional
        shares shall be distributed pursuant to this Plan.

      


      (b)           
        Exception for Terminations
        Due
        to Death or Disability. Notwithstanding the general rule contained in
        Section 9.02(a), all shares subject to a Share Award held by a Recipient
        whose
        employment with the Corporation or any Subsidiary Company (or service as a
        Non-Employee Director (including for purposes hereof service as a Director
        Emeritus or Advisory Director) in the event the Recipient received a Share
        Award
        while serving as an Employee and continued to serve as a Non-Employee Director
        subsequent to his termination of employment) terminates due to death or
        Disability shall be deemed fully earned as of the Recipient’s last day of
        employment with and/or service to the Corporation or any Subsidiary Company
        (provided, however, no such accelerated vesting shall occur if a Recipient
        remains employed by or continues to serve as a Director of the Corporation
        or at
        least one Subsidiary Company (including for purposes hereof service as a
        Director Emeritus or Advisory Director)) and shall be distributed as soon
        as
        practicable thereafter.

      


      (c)           
        Exception for a Change
        in
        Control.  Notwithstanding the general rule contained in Section
        9.02(a), all shares subject to a Share Award held by a Recipient shall be
        deemed
        to be fully earned as of the effective date of a Change in Control.

      


      9.03      
        Distribution of
        Dividends.  Any cash dividends or stock dividends declared in
        respect of each unvested Share Award or Performance Share Award will be held
        by
        the Trust for the benefit of the Recipient on whose behalf such Share Award
        or
        Performance Share Award is then held by the Trust and such dividends, including
        any interest thereon, will be paid out proportionately by the Trust to the
        Recipient thereof as soon as practicable (and in no event more than 30 days)
        after the Share Awards become earned.  Any cash dividends or stock
        dividends declared in respect of each vested share held by the Trust will
        be
        paid by the Trust, as soon as practicable (and in no event more than 30 days)
        after the Trust’s receipt thereof, to the Recipient on whose behalf such share
        is then held by the Trust.

      


      
        
          
          

        

        
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      9.04       
        Distribution of Plan
        Shares.

      


      (a)           
        Timing of
        Distributions:  General Rule.  Subject to the
        provisions of Section 9.06 hereof, shares shall be distributed to the Recipient
        or his Beneficiary, as the case may be, as soon as practicable (and in no
        event
        more than 30 days) after they have been earned.

      


      (b)           
        Form of
        Distributions.  All shares, together with any shares
        representing stock dividends, shall be distributed in the form of Common
        Stock.  One share of Common Stock shall be given for each share earned
        and distributable.  Payments representing cash dividends shall be made
        in cash.

      


      (c)           
        Restrictions on Selling
        of Plan
        Shares.  Share Awards may not be sold, assigned, pledged or
        otherwise disposed of prior to the time that they are earned and distributed
        pursuant to the terms of this Plan.  Upon distribution, the Board or
        the Committee may require the Recipient or his Beneficiary, as the case may
        be,
        to agree not to sell or otherwise dispose of his distributed shares except
        in
        accordance with all then applicable federal and state securities laws, and
        the
        Board or the Committee may cause a legend to be placed on the stock
        certificate(s) representing the distributed shares in order to restrict the
        transfer of the distributed shares for such period of time or under such
        circumstances as the Board or the Committee, upon the advice of counsel,
        may
        deem appropriate.

      


      9.05      
        Voting of Plan
        Shares.  After a Share Award (other than
        a  Performance Share Award) has been made, the Recipient shall be
        entitled to direct the Trustee as to the voting of the Shares which are covered
        by the Share Award and which have not yet been earned and distributed to
        him
        pursuant to Section 9.04, subject to rules and procedures adopted by the
        Committee for this purpose.  All shares of Common Stock held by the
        Trust, if any, which have not been awarded under a Share Award, shares subject
        to Performance Share Awards which have not vested and shares which have been
        awarded as to which Recipients have not directed the voting shall be voted
        by
        the Trustee in its discretion.

      


      9.06       
        Performance Awards

      


      (a)           
        Designation of Performance
        Share Awards.  The Committee may determine to make any Share
        Award a Performance Share Award by making such Share Award contingent upon
        the
        achievement of a Performance Goal or any combination of Performance
        Goals.  Each Performance Share Award shall be evidenced by a written
        agreement (“Award Agreement”) which shall set forth the Performance Goals
        applicable to the Performance Share Award, the maximum amounts payable and
        such
        other terms and conditions as are applicable to the Performance Share
        Award.  Each Performance Share Award shall be granted and administered
        to comply with the requirements of Section 162(m) of the Code.

      


      (b)           
        Timing of
        Grants.  Any Performance Share Award shall be made not later
        than 90 days after the start of the period for which the Performance Share
        Award
        relates and shall be made prior to the completion of 25% of such
        period.  All determinations regarding the achievement of any
        Performance Goals will be made by the Committee.  The Committee may
        not increase during a year the amount of a Performance Share Award that would
        otherwise be payable upon achievement of the Performance Goals but may reduce
        or
        eliminate the payments as provided for in the Award Agreement.

      


      
        
          
          

        

        
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      (c)           
        Restrictions on
        Grants.  Nothing contained in the Plan will be deemed in any
        way to limit or restrict the Committee from making any Award or payment to
        any
        person under any other plan, arrangement or understanding, whether now existing
        or hereafter in effect.

      


      (d)           
        Rights of
        Recipients.  Notwithstanding anything to the contrary herein, a
        Participant who receives a Performance Share Award payable in Common Stock
        shall
        have no rights as a stockholder until the Common Stock is issued pursuant
        to the
        terms of the Award Agreement.

      


      (e)           
        Distribution.  No
        Performance Share Award or portion thereof that is subject to the attainment
        or
        satisfaction of a condition of a Performance Goal shall be distributed or
        considered to be earned or vested until the Committee certifies in writing
        that
        the conditions or Performance Goal to which the distribution, earning or
        vesting
        of such Award is subject have been achieved.

      


      9.07      
        Nontransferable. Share
        Awards and Performance Share Awards and rights to shares shall not be
        transferable by a Recipient, and during the lifetime of the Recipient, shares
        which are the subject of Share Awards may only be earned by and paid to a
        Recipient who was notified in writing of an Award by the Committee pursuant
        to
        Section 9.01.  No Recipient or Beneficiary shall have any right in or
        claim to any assets of the Plan or Trust, nor shall the Corporation or any
        Subsidiary Company be subject to any claim for benefits hereunder.

      


      ARTICLE
        X

      ADJUSTMENTS
        FOR CAPITAL CHANGES

      


      10.01 General
        Adjustments. The aggregate
        number of
        shares of Common Stock available for issuance under this Plan, the number
        of
        shares to which any outstanding Award relates, the maximum number of shares
        that
        can be covered by Awards to each Employee, each Non-Employee Director and
        Non-Employee Directors as a group and the exercise price per share of Common
        Stock under any outstanding Option shall be proportionately adjusted for
        any
        increase or decrease in the total number of outstanding shares of Common
        Stock
        issued subsequent to the Effective Date of this Plan resulting from a split,
        subdivision or consolidation of shares or any other capital adjustment, the
        payment of a stock dividend, or other increase or decrease in such shares
        effected without receipt or payment of consideration by the
        Corporation.

      


      10.02   Adjustments
        for Mergers and Other
        Corporate Transactions.  If, upon a merger, consolidation,
        reorganization, liquidation, recapitalization or the like of the Corporation,
        the shares of the Corporation’s Common Stock shall be exchanged for other
        securities of the Corporation or of another corporation, each recipient of
        an
        Award shall be entitled, subject to the conditions herein stated, to purchase,
        acquire or receive such number of shares of Common Stock or amount of other
        securities of the Corporation or such other corporation as were exchangeable
        for
        the number of shares of Common Stock of the Corporation which such Participants
        would have been entitled to purchase, acquire or receive except for such
        action,
        and appropriate adjustments shall be made to the per share exercise price
        of
        outstanding Options, provided that in each case the number of shares or other
        securities subject to the substituted or assumed stock options and the exercise
        price thereof shall be determined in a manner that satisfies the requirements
        of
        Treasury Regulation §1.424-1 and the regulations issued under Section 409A of
        the Code so that the substituted or assumed option is not deemed to be a
        modification of the outstanding Options.  Notwithstanding any
        provision to the contrary, the term of any Option granted hereunder and the
        property which the Optionee shall receive upon the exercise or termination
        thereof shall be subject to and be governed by the provisions regarding the
        treatment of any such Options set forth in a definitive agreement with respect
        to any of the aforementioned transactions entered into by the Corporation
        to the
        extent any such Option remains outstanding and unexercised upon consummation
        of
        the transactions contemplated by such definitive agreement.

      


      
        
          
          

        

        
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      ARTICLE
        XI

      AMENDMENT
        AND TERMINATION OF THE PLAN

      


      Except
        as
        otherwise provided herein, the Board may, by resolution, at any time terminate
        or amend the Plan with respect to any shares of Common Stock as to which
        Awards
        have not been granted, subject to any required stockholder approval or any
        stockholder approval which the Board may deem to be advisable for any reason,
        such as for the purpose of obtaining or retaining any statutory or regulatory
        benefits under tax, securities or other laws or satisfying any applicable
        stock
        exchange listing requirements.  The Board may not, without the consent
        of the holder of an Award, alter or impair any Award previously granted or
        awarded under this Plan except as specifically authorized herein.

      


      Notwithstanding
        anything to the contrary herein, in no event shall the Board of Directors
        without stockholder approval amend the Plan nor shall the Board of Directors
        or
        the Committee amend an Award in any manner that effectively allows the repricing
        of any Option previously granted under the Plan either through a reduction
        in
        the Exercise Price or through the cancellation and regrant of a new Option
        in
        exchange for the cancelled Option (except as permitted pursuant to Article
        X in
        connection with a change in the Company=s
        capitalization).

      


      ARTICLE
        XII

      EMPLOYMENT
        AND SERVICE RIGHTS

      


      Neither
        the Plan nor the grant of any Awards hereunder nor any action taken by the
        Committee or the Board in connection with the Plan shall create any right
        on the
        part of any Employee or Non-Employee Director to continue in such
        capacity.

      


      ARTICLE
        XIII

      WITHHOLDING

      


      13.01
        Tax
        Withholding.  The Corporation may withhold from any cash
        payment or Common Stock distribution made under this Plan sufficient amounts
        to
        cover any applicable withholding and employment taxes, and if the amount
        of such
        cash payment is insufficient, the Corporation may require the Participant
        to pay
        to the Corporation the amount required to be withheld as a condition to
        delivering the shares acquired pursuant to an Award.  The Corporation
        also may withhold or collect amounts with respect to a disqualifying disposition
        of shares of Common Stock acquired pursuant to exercise of an Incentive Stock
        Option, as provided in Section 8.09(c).

      


      
        
          
          

        

        
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      13.02    Methods
        of Tax
        Withholding.  The Board or the Committee is authorized to adopt
        rules, regulations or procedures which provide for the satisfaction of a
        Participant’s tax withholding obligation by the retention of shares of Common
        Stock to which the Employee would otherwise be entitled pursuant to an Award
        and/or by the Participant’s delivery of previously-owned shares of Common Stock
        or other property.

      


      ARTICLE
        XIV

      TRUST

      


      14.01    Trust.  The
        Trustee
        shall receive, hold, administer, invest and make distributions and disbursements
        from the Trust in accordance with the provisions of the Plan and Trust and
        the
        applicable directions, rules, regulations, procedures and policies established
        by the Committee pursuant to the Plan.

      


      14.02   
Management
        of
        Trust.  It is the intent of this Plan and Trust that the
        Trustee shall have complete authority and discretion with respect to the
        arrangement, control and investment of the Trust, and that the Trustee shall
        invest all assets of the Trust in Common Stock to the fullest extent
        practicable, except to the extent that the Trustee determines that the holding
        of monies in cash or cash equivalents is necessary to meet the obligations
        of
        the Trust.  In performing its duties, the Trustee shall have the power
        to do all things and execute such instruments as may be deemed necessary
        or
        proper, including the following powers:

      


      (a)           
        To invest up to one hundred percent (100%) of all Trust assets in Common
        Stock
        without regard to any law now or hereafter in force limiting investments
        for
        trustees or other fiduciaries. The investment authorized herein may constitute
        the only investment of the Trust, and in making such investment, the Trustee
        is
        authorized to purchase Common Stock from the Corporation or from any other
        source, and such Common Stock so purchased may be outstanding, newly issued
        or
        treasury shares.

      


      (b)           
        To invest any Trust assets not otherwise invested in accordance with (a)
        above,
        in such deposit accounts, certificates of deposit, obligations of the United
        States Government or its agencies or such other investments as shall be
        considered the equivalent of cash.

      


      (c)           
        To sell, exchange or otherwise dispose of any property at any time held or
        acquired by the Trust.

      


      (d)           
        To cause stocks, bonds or other securities to be registered in the name of
        a
        nominee, without the addition of words indicating that such security is an
        asset
        of the Trust (but accurate records shall be maintained showing that such
        security is an asset of the Trust).

      


      
        
          
          

        

        
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      (e)           
        To hold cash without interest in such amounts as may in the opinion of the
        Trustee be reasonable for the proper operation of the Plan and
        Trust.

      


      (f)           
        To employ brokers, agents, custodians, consultants and accountants.

      


      (g)           
        To hire counsel to render advice with respect to its rights, duties and
        obligations hereunder, and such other legal services or representation as
        it may
        deem desirable.

      


      (h)           
        To hold funds and securities representing the amounts to be distributed to
        a
        Recipient or his Beneficiary as a consequence of a dispute as to the disposition
        thereof, whether in a segregated account or held in common with other assets
        of
        the Trust.

      


      Notwithstanding
        anything herein contained to the contrary, the Trustee shall not be required
        to
        make any inventory, appraisal or settlement or report to any court, or to
        secure
        any order of court for the exercise of any power herein contained, or give
        bond.  In no event shall any assets in the Trust be held outside of
        the United States of America.

      


      14.03    
        Records and
        Accounts.  The Trustee shall maintain accurate and detailed
        records and accounts of all transactions of the Trust, which shall be available
        at all reasonable times for inspection by any legally entitled person or
        entity
        to the extent required by applicable law, or any other person determined
        by the
        Board or the Committee.

      


      14.04    
        Expenses.  All
        costs and expenses incurred in the operation and administration of this Plan
        shall be borne by the Corporation or, in the discretion of the Corporation,
        the
        Trust.

      


      14.05    
        Indemnification.  Subject
        to the requirements of applicable laws and regulations, the Corporation shall
        indemnify, defend and hold the Trustee harmless against all claims, expenses
        and
        liabilities arising out of or related to the exercise of the Trustee’s powers
        and the discharge of its duties hereunder, unless the same shall be due to
        its
        gross negligence or willful misconduct.

      


      14.06.    Tax
        Status of
        Trust.  It is intended that the trust established hereby be
        treated as a grantor trust of the Corporation under the provisions of Section
        671 et seq. of
        the Code as the same may be amended from time to time.

      


      ARTICLE
        XV

      EFFECTIVE
        DATE OF THE PLAN; TERM

      


      15.01    Effective
        Date of the
        Plan.  This Plan as originally adopted became effective on the
        Effective Date. Awards may be granted hereunder prior to the date that this
        Plan
        as originally adopted was approved by stockholders of the Corporation and
        prior
        to the termination of the Plan, provided that no Options granted hereunder
        may
        be exercised or transferred prior to receipt of such stockholder approval
        and
        that no Plan Awards shall be earned prior to receipt of such stockholder
        approval.  The amendment and restatement of this Plan was adopted
        effective as of December 20, 2007.

      


      
        
          
          

        

        
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      15.02    Term
        of the
        Plan.  Unless sooner terminated, this Plan shall remain in
        effect for a period of ten (10) years ending on the tenth anniversary of
        the
        Effective Date.  Termination of the Plan shall not affect any Awards
        previously granted and such Awards shall remain valid and in effect until
        they
        have been fully exercised or earned, are surrendered or by their terms expire
        or
        are forfeited.

      


      ARTICLE
        XVI

      STOCKHOLDER
        APPROVAL

      


      The
        stockholders of the Corporation approved this Plan as originally adopted
        at a
        meeting of stockholders of the Corporation held within twelve (12) months
        following the Effective Date in order to meet the requirements of (i) Section
        422 of the Code and regulations thereunder, (ii) Section 162(m) of the Code
        and
        regulations thereunder, and (iii) the Nasdaq Stock Market for continued
        quotation of the Common Stock on the Nasdaq Global Select Market.

      


      ARTICLE
        XVII

      MISCELLANEOUS

      


      17.01    Governing
        Law.  To
        the extent not governed by federal law, this Plan shall be construed under
        the
        laws of the Commonwealth of Pennsylvania.

      


      17.02     Pronouns.  Wherever
        appropriate, the masculine pronoun shall include the feminine pronoun, and
        the
        singular shall include the plural.

      


      
        
          
          

        

        
          18