Exhibit 10.1


 


LEVEL 3 COMMUNICATIONS, INC.


1995 STOCK PLAN


 


ARTICLE I.


 


NAME AND PURPOSE


 


1.1.          Name. 
The name of the Plan is the Level 3 Communications,  Inc. 1995 Stock Plan (Amended and Restated as
of April 1, 1998).


 


1.2.          Purpose.  The purpose of the Plan is to increase the
value of  Shares and the profitability of
the Company and its subsidiaries  (i) by
enabling the Company to attract, retain, motivate and reward  certain Employees and (ii) by aligning
the interests of those  Employees with
the interests of the Company and the holders of 
Shares.


 


ARTICLE II.


 


DEFINITIONS


 


2.1.          “Affiliate” means any corporation,
partnership, or other  entity with
respect to which the Company owns, directly or 
indirectly, fifty percent or more of the issued and outstanding  capital stock or other equity interests
(measured in terms of total  dollar value
if the corporation, partnership or other entity has  outstanding more than one class of capital
stock or other equity  interests).


 


2.2.          “Agreement” means any written agreement,
document or  instrument that evidences a
grant of an Award to a Participant and 
the terms, conditions and provisions of, and restrictions upon, the  Award.


 


2.3.          “Award” means any grant pursuant to
the Plan of Incentive  Stock Options,
Nonqualified Stock Options, Restricted Shares, 
bargain Shares, bonuses of Shares, performance shares, Stock  Appreciation Rights or other stock benefit or
stock-based benefit  granted to a
Participant under this Plan.


 


2.4.          “Board” means the Board of Directors
of the Company.


 


2.5.          “Certificate” means the certificate of
incorporation of the  Company, as amended
from time to time.


 


2.6.          “Change in Control” means the
occurrence of any of the  following
events:


 


(i) The
acquisition by any individual, entity or group (within  the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act)  (a “Person”)
of beneficial ownership (within the meaning of Rule  13d-3 promulgated
under the Exchange Act) of 30% or more (on a 
fully diluted basis) of either (i) the then outstanding shares
of  common stock of the Company, taking
into account as outstanding  for this
purpose such common stock issuable upon the exercise of  options or warrants, the conversion of
convertible stock or debt,  and the
exercise of any similar right to 


 

















 


acquire
such common  stock (the “Outstanding
Company Common Stock”) or (ii) 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 in Control:   (a) any
acquisition by the Company or any “affiliate”, within  the meaning of 17 C.F.R. Section 230.405
(an “Affiliate”), of the  Company, (b) any
acquisition by any employee benefit plan (or 
related trust) sponsored or maintained by the Company or an  Affiliate of the Company, or (c) any
acquisition by any Person  pursuant to a
transaction which complies with clauses (a), (b)  and (c) of
subsection (iii) of this Section 2.6,; or


 


(ii) Individuals
who, as of April 1, 1998, 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 April 1, 1998
whose  election, or nomination for
election by the Company’s  shareholders,
was approved by a vote of at least a majority 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 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  or entity other than
the Board; 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 (a “Business
Combination”), unless,  following such
Business Combination, (a) all or substantially all  of the individuals and entities who were the
beneficial owners,  respectively, of the
Outstanding Company Common Stock and 
Outstanding Company Voting Securities immediately prior to such  Business Combination beneficially own,
directly or indirectly,  more than 60%
of, respectively, the then outstanding shares of  common stock and the combined voting power of
the then  outstanding voting securities
entitled to vote generally in the 
election of directors, of the corporation resulting from such  Business Combination (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 Business Combination, of the  Outstanding Company Common Stock and
Outstanding Company Voting  Securities,
as the case may be, and (b) no Person (excluding any  employee benefit plan (or related trust)
sponsored or maintained  by the Company
or an Affiliate of the Company, or such 
corporation resulting from such Business Combination or any  Affiliate of such corporation) beneficially
owns, directly or  indirectly, 50% or
more (on a fully diluted basis) of, 
respectively, the then outstanding shares of common stock of the  corporation resulting from such Business
Combination, taking into  account as
outstanding for this purpose such common stock 
issuable upon the exercise of options or warrants, the conversion  of convertible stock or debt, and the
exercise of any similar  right to acquire
such common stock, or the combined voting power 
of the then outstanding voting securities of such corporation  except to the extent that such ownership
existed prior to the  Business
Combination and (c) at least a majority of the members  of the board of directors of the corporation
resulting from such  Business Combination
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 Business
Combination; or (iv) Approval by the shareholders of the Company of a
complete  liquidation or dissolution of
the Company.


 


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Notwithstanding
the foregoing provisions of Section 2.5 hereof, a  “Change in Control” will not be deemed to
have occurred as a  result of the
consummation of the Separation Transaction, or as a  result of any event or transaction occurring
prior to the  consummation of the
Separation Transaction.


 


In
addition, the Committee may, by a written determination prior  to the consummation of an event or
transaction, determine that  such event
or transaction does not constitute a Change in 
Control, provided that the Committee reasonably concludes that  such event or transaction (i) is not
likely to result in a  significant change
to the identities of the persons functioning 
as senior management of the Company, either immediately in the  foreseeable future (it being understood that
the Committee need  not conclude that no
changes in senior management are likely to 
occur), and (ii) is not likely to result in control of the
Board  (or a significant portion of the
Board’s functions) being  transferred to
a single Person other than an Affiliate of the 
Company or any employee benefit plan (or related trust) sponsored  or maintained by the Company or an Affiliate
of the Company,  either immediately or in
the foreseeable future.


 


2.7.          “Class D Conversion Price” has
the meaning ascribed to it in  the
Certificate prior to April 1, 1998.


 


2.8.          “Class D Per Share Price” has the
meaning ascribed to it in  the
Certificate prior to April 1, 1998.


 


2.9.          “Class D Stock” means the Class D
Diversified Group  Convertible
Exchangeable Common Stock, par value $0.0625, issued by  the Company, prior to the redesignation of Class D
Stock as Stock  as of April 1, 1998.


 


2.10.        “Code” means the Internal Revenue Code
of 1986, as amended, and the regulations promulgated under the Code.


 


2.11.        “Committee” means the Board or a
committee or committees of  the Board
appointed by the Board to administer this Plan.


 


2.12.        “Company” means Level 3 Communications, Inc.,
a Delaware  corporation.


 


2.13.        “Effective Date” means September 25,
1995.


 


2.14.        “Employee” means any person who, with
respect to the Company,  is considered an
“employee,” as such term is defined in Rule  A.1.(a) to Form S-8
issued by the Securities and Exchange 
Commission (as such Rule may be renumbered from time to time)
and  who (a) is employed on a
full-time basis by the Company or an 
Affiliate, (b) is a member of the Board of Directors of the
Company  or any Affiliate, or (c) provides
services to the Company or any  Affiliate
in a capacity as other than an employee or a director, in  each case at the time of the grant of the
related Award.


 


2.15.        “Exchange Act” means the Securities
Exchange Act of 1934.


 


2.16.        “Fair Market Value,” as of any
determination date, means:  (a) prior
to April 1, 1998, with  respect to Class D
Stock, (i) the Class D Per Share Price, or (ii)  the fair market
value of 


 


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Class D
Stock determined by such other 
reasonable method of valuation adopted by the Committee; and


 


(b)           on and after April 1, 1998, with
respect to Stock, (i) the closing price per share of Stock on the national
securities exchange on which Stock is principally traded, on the next preceding
date on which there was a sale of Stock on such exchange, or (ii) if the
Stock is not listed or admitted to trading on any  such exchange, the last sale price of a share
of Stock as reported  by the National
Association of Securities Dealers Inc. Automated  Quotation (“NASDAQ”) system on the next
preceding date on which  such bid and
asked prices were reported, or (iii) if the Stock is  not then listed on any securities exchange or
prices therefor are not then quoted in the NASDAQ system, the value determined
by the Committee in good faith through the reasonable application of a
reasonable valuation method.


 


2.17.        “Fiscal Year” means the taxable year of
the Company for  federal income tax
purposes, including the taxable year in which 
the Plan is adopted.


 


2.18.        “Incentive Stock Option” means any
Option that is intended, at  the time it
is granted, to be an incentive stock option within the  meaning of Section 422 of the Code.


 


2.19.        “Nonqualified Stock Option” means any
Option that is not an  Incentive Stock
Option.


 


2.20.        “Outperform Stock Option” means a
Stock-based Award having  terms and
conditions reflected in an “Outperform Stock Option Award  Agreement” entered into between the Company
and a Participant.


 


2.21.        “Option” means any option to purchase
Shares that is granted  pursuant to Section 6.1.


 


2.22.        “Participant” means any Employee who is
granted an Award  pursuant to this Plan.


 


2.23.        “Plan” means the Level 3 Communications, Inc.
1995 Stock Plan (Amended and Restated as of April 1, 1998), as it may be
further  amended from time to time.


 


2.24.        “Publicly Traded” has the meaning
ascribed to it in the  Certificate prior
to March 31, 1998.


 


2.25.        “Representative” means a member of the
Committee acting on  behalf of the
Committee, or an Employee appointed by the Committee  to exercise some or all of the authority of
the Committee.


 


2.26.        “Restricted Shares” means any Shares
that are granted pursuant  to Section 7.1
subject to restrictions on transfer, to forfeiture  under certain circumstances and to such other
restrictions as the  Committee deems
appropriate (including restrictions on the exercise  of voting rights or the right to receive
dividends, or a  requirement to reinvest
dividends).


 


2.27.        “Rule 16b-3” means Rule 16b-3
promulgated under the Exchange  Act, as
it may be amended from time to time, or any successor rule  in effect from
time to time.


 


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2.28         “Section 409A” means Section 409A
of the Code.


 


2.29.        “Separation Transaction” means the March 31,
1998 transaction  effecting the
separation of the construction business from the  other businesses of the Company, as described
in the Company’s  Registration Statement
on Form S-4 (Registration No. 333-34627).


 


2.30.        “Share” means, prior to 5:00 p.m.
CST, March 31, 1998, a share  of Class D
Stock and, on and after that time, a share of Stock.


 


2.31.        “Stock” means common stock of the
Company, par value $0.01 per  share,
subsequent to the redesignation of Class D Stock as such  common stock as of 5:00 p.m. CST, March 31,
1998.


 


2.32.        “Stock Appreciation Right” means an
Award pursuant to which a  Participant
shall be paid the increase in value of one or more  Shares from the date of grant of such Award
until the date of  exercise of such Award,
in cash or Shares, and subject to such 
terms and conditions as the Committee deems appropriate and as may  be reflected in an Award Agreement (including
the number of Shares  subject to such
Stock Appreciation Right, the date or dates on 
which the Stock Appreciation Right becomes exercisable or  exercised, either wholly or in part, and the
expiration date of the  Stock
Appreciation Right).


 


2.33.        “Term” means the term of this Plan, as
set forth in Section 11.2.


 


ARTICLE III.


 


ELIGIBILITY AND PARTICIPATION


 


3.1.          Eligibility.  Every Employee is eligible to become a  Participant. 
A person who is not an Employee is not eligible to  become a Participant.


 


3.2.          Participation.  The Committee will select Employees to  participate in the Plan from time to time, in
its sole discretion.   An Employee cannot
become a Participant unless such person is 
selected by the Committee to participate in the Plan.  In selecting 
such persons to participate in the Plan, the Committee may consider  the past, present and expected future
performance of the  individual, the
effort of the individual, the length of service of  the individual, the level of responsibility
of the individual and  such other factors
as the Committee deems appropriate.


 


ARTICLE IV.


 


AWARDS


 


4.1.          Types of Awards.  The Committee will determine the Awards
to  be granted to each Participant.  The Committee may grant Awards in  any one or any combination of (a) Incentive
Stock Options; (b)  Nonqualified Stock Options; (c) Restricted
Shares; (d) Outperform  Stock
Options; (e) bargain purchases of Shares; (f) bonuses of  Shares; (g) the grant of Shares based on
performance or the  satisfaction of other
conditions; (h) Stock Appreciation Rights; or  (i) any other form of stock benefit or
stock-related benefit.


 


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4.2.          Terms and Conditions of Awards.  The Committee will determine  all terms, conditions and provisions of, and
restrictions upon, any  grant of
Awards.  Without limiting the Committee’s
authority, the  Committee may:  (a) make the grant of Awards conditional
upon an  election by a Participant to
defer payment of a portion of his 
salary; (b) give a Participant a combination of Awards or a
choice  between two Awards; (c) grant
Awards in the alternative so that 
acceptance of or exercise of one Award cancels the right of a  Participant to another; (d) grant Awards
subject to any condition  that the
Committee deems appropriate; (e) provide that grants of  Awards in Shares or Share equivalents will
include dividend or  dividend equivalent
payments or dividend credit rights; and (f)  provide any vesting schedule
for Awards as the Committee deems 
appropriate.  The Committee may
waive any term, condition,  provision or
restriction, in its sole discretion.


 


4.3.          Agreements.  Each grant of an Award to a Participant will
be  evidenced by an Agreement executed by
the Participant and a  Representative (on
behalf of the Company and the Committee).  
Subject to the terms and conditions of this Plan, the Committee, in  its sole and absolute discretion, will
determine the form and  content of all
Agreements.  Agreements with respect to a
specific  type of Award need not be
identical.


 


4.4.          Modification or Termination of
Awards.  The Committee, in its  sole discretion, may modify, cancel or
terminate any Award at any  time if a
Participant is not in compliance with this Plan, the  related Agreement or any rules adopted
by the Committee.


 


4.5.          Optional Deferral.  The Committee may defer the right to  receive any Award, or the proceeds of the
exercise of any Award, at  the request of
a Participant, for such period and upon such terms  as the Committee determines; provided, that
any such deferral subject to Section 409A shall comply with Section 409A.  Any such deferral may, at the  discretion of the Committee, involve
crediting of interest on  deferrals
denominated in cash and crediting of dividend equivalents  on deferrals denominated in Shares.


 


4.6.          Code Section 162(m).  The Committee, in its sole discretion,  may require that one or more Agreements
provide that, in the event  that Section 162(m) of
the Code or any similar provision would 
operate to disallow a deduction by the Company for all or part of  any Award, a Participant’s receipt of the
portion of such Award  that would not be
deductible by the Company will be deferred until  the next succeeding year or years in which
such portion may be paid  without causing
the Participant’s remuneration for such year to 
exceed the limit set forth in Section 162(m) of the Code; provided,
that any such deferral subject to Section 409A shall comply with Section 409A.  Any such 
deferred amounts denominated in cash shall have earnings credited  thereon at a market rate of interest, as
reasonably determined by  the Committee,
and any such deferred amounts denominated in Shares  shall have dividend equivalents credited
thereon, and earnings  subsequently
credited on such dividend equivalents at a market rate  of interest, as reasonably determined by the
Committee.


 


4.7.          Code Section 280G.  The Committee, in its sole discretion,
may  (but need not) provide in any Award
Agreement for the payment of  additional
amounts in respect of the Award in order to make a  Participant whole for some or all of the
excise taxes imposed on a  Participant pursuant
to Section 4999 of the Code in the event that  the grant, exercise, vesting or payment of
such Award is deemed to  be an “excess
parachute payment” for purposes of Section 280G of  


 


6

















 


the
Code.  The terms and conditions of such
additional payments  shall be as
determined by the Committee and reflected in the Award  Agreement. 
To the extent that any Award Agreement provides for a tax gross-up
payment to pay for or reimburse any Participant for any taxes owed by such
Participant, the amount of such tax gross-up payment required to be paid shall
be paid by the Company to such participant no later than the end of the
Participant’s taxable year following the Participant’s taxable year in which
such tax owed by such Participant that is subject to the tax gross-up payment
is remitted to the applicable taxing authority.


 


4.8           Compliance with Code Section 409A.  All Awards are intended to be either exempt
from or compliant with Section 409A, and any ambiguity with respect to
whether any such Award is so exempt or compliant shall be construed in a manner
consistent with such exemption or compliance.


 


ARTICLE V.


 


SHARES SUBJECT TO PLAN


 


5.1.          Aggregate Limitation.  The Committee may not grant Awards  under this Plan with respect to more than
200,000,000 Shares during  the Term.


 


5.2.          Individual Limitations.  The Committee may not grant Options or Stock
Appreciation Rights under this Plan to any Participant during any calendar year
with respect to more than 3,000,000 Shares.


 


5.3.          Unused Shares.  If any Award expires or terminates, or if
any  Award is surrendered, canceled or
forfeited without having been  fully
exercised, the Committee may again grant Awards with respect  to the unused Shares allocable to the
expired, terminated,  surrendered,
canceled or forfeited Award.


 


ARTICLE VI.


 


OPTIONS


 


6.1.          Grant. 
The Committee may grant Options to any Employee.  The 
Committee will determine the terms, conditions and provisions of,  and the restrictions on, any Options, including
the number of  shares subject to such
Options, the date or dates on which the 
Options become exercisable, either wholly or in part, and the  expiration date of the Options.  A Participant to whom an Option is  granted will not be deemed the holder of any
Shares subject to the  Option until the
Shares are fully paid, and issued and delivered to  him following exercise of the Option.


 


6.2.          Incentive Stock Options.  Incentive Stock Options must include  such terms and conditions as determined by
the Committee to be  reasonably necessary
to cause the Options to qualify as incentive 
stock options under Section 422 of the Code.


 


6.3.          Exchange.  The Committee may grant Options to a
Participant  holding unexercised
outstanding Options, or unexercised outstanding 
Options granted under another stock plan of the 


 


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Company,
on the  condition that the Participant
surrenders for cancellation some or  all
of those unexercised outstanding options.


 


6.4.          Substitution.  The Committee may grant Options from time
to  time in substitution for similar
rights held by employees of other 
entities who become Employees as a result of a merger or  consolidation of the other entity with the
Company or an Affiliate,  the acquisition
by the Company or an Affiliate of the assets of the  other entity, or the acquisition by the
Company or an Affiliate of  an equity
interest in another entity.


 


6.5.          Exercise Price.  The Committee may not grant Options pursuant
to this Plan with a per-share exercise price that is less than the Fair Market
Value of one Share, as of the date of the grant.  In addition, with respect to each Outperform
Stock Option, under no circumstances will the Adjusted Price (as defined in the
applicable Outperform Stock Option Award Agreement) of such Outperform Stock
Option ever be less than the Initial Price (as defined in the applicable
Outperform Stock Option Award Agreement), which can be no less than the Fair
Market Value of one Share, as of the date of grant.


 


6.6.          Vesting.  Options granted pursuant to this Plan will
vest and  become exercisable as
determined by the Committee in its sole 
discretion and as reflected in an Award Agreement.


 


ARTICLE VII.


 


RESTRICTED SHARES


 


7.1.          Grant. 
The Committee may grant Restricted Shares to any  Participant. 
The Committee may make grants of Restricted Shares at  such cost, or at no cost, as determined by
the Committee in its  sole discretion.


 


7.2.          Beneficial Ownership.  Except as set forth in an Agreement  relating to Restricted Shares, each
Participant who is awarded  Restricted
Shares will have the entire beneficial ownership of, and  all rights and privileges of a stockholder
with respect to, the  Restricted Shares
awarded to him.  Notwithstanding the
above,  Restricted Shares may not be
sold, transferred, pledged or  otherwise
encumbered during the restricted period set by the  Committee.


 


ARTICLE VIII.


 


OTHER AWARDS


 


8.1.          Grants.  The Committee may grant any other stock or
stock- related awards to a Participant under this Plan that the Committee deems
appropriate, including, but not limited to, Stock Appreciation Rights,
Outperform Stock Options, bargain purchases of 
Shares, bonuses of Shares and the grant of Shares based on  performance or upon the satisfaction of other
conditions.  In the event that any Award
granted pursuant to this Section 8.1 that is a “stock right” within the
meaning of Section 409A is assigned an exercise price by the Committee, in
no event may the per-share exercise price of such Award be less than the Fair
Market Value of one Share, as of the date the Award is granted.


 


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ARTICLE IX


 


CHANGES IN CAPITAL STRUCTURE AND CHANGE IN CONTROL


 


9.1           Changes in Capital Structure.  Awards granted under the Plan  and any agreements evidencing such Awards,
the maximum number of  Shares subject to
all Awards and the maximum number of shares with respect to which any one
person may be granted Options, 
Outperform Stock Options or Stock Appreciation Rights or other  stock or stock related awards during the Term
shall be adjusted or substituted, as determined by the Committee in its  sole discretion, as to the number, price or
kind of a Share or  other consideration
subject to such Awards or as otherwise 
determined by the Committee to be equitable (i) in the event
of  changes in the outstanding Shares or
in the capital structure of  the Company
by reason of stock dividends, stock splits, reverse  stock splits, recapitalizations,
reorganizations, mergers, 
consolidations, combinations, exchanges, or other relevant  changes in capitalization occurring after the
date of grant of  any such Award, or (ii) in
the event of any change in applicable 
laws or any change in circumstances which results in or would  result in any substantial dilution or
enlargement of the rights  granted to, or
available for, Participants in the Plan, or which otherwise warrants equitable
adjustment because it interferes  with
the intended operation of the Plan.  In
addition, in the  event of any such adjustments
or substitution, the aggregate  number of
Shares available under the Plan shall be appropriately  adjusted by the Committee, whose
determination shall be  conclusive.  Unless otherwise determined by the Committee,
any adjustment in Incentive Stock Options under this  Section 9.1 shall be made only to the
extent not constituting a  “modification”
within the meaning of Section 424(h)(3) of the  Code, and any adjustments under this Section 9.1
shall be made in  a manner which does not
adversely affect the exemption provided 
pursuant to Rule 16b-3 under the Exchange Act.  Unless otherwise determined by the Committee,
no adjustment or modification under this Section 9.1 may be made which
would subject any Award recipient to the tax required to be imposed pursuant to
Section 409A(a)(1)(B) of the Code. 
Further, with  respect to Awards
intended to qualify as “performance-based 
compensation” under Section 162(m) of the Code, such
adjustments  or substitutions shall be
made only to the extent that the  Committee
determines that such adjustments or substitutions may  be made without a loss of deductibility for
Awards under Section 162(m) of the Code, unless the Committee
specifically determines  otherwise.  The Company shall give each Participant
notice of an  adjustment hereunder and,
upon notice, such adjustment shall be 
conclusive and binding for all purposes.


 


Notwithstanding
the above, in the event of any of the following that does not constitute a
Change in Control:


 


A.            The Company is merged or consolidated
with another  corporation or entity and,
in connection therewith, consideration 
is received by stockholders of the Company in a form other than  stock or other equity interests of the
surviving entity;


 


B.            All or substantially all of the
assets of the Company are  acquired by
another Person;


 


C.            The reorganization or liquidation of
the Company; or


 


D.            The Company shall enter into a
written agreement to undergo  an event
described in clauses A, B or C above,


 


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then
the Committee may, in its discretion and upon at least 10  days advance notice to the affected persons,
cancel any  outstanding Awards and pay to
the holders thereof, in cash or stock, or any combination thereof, the value of
such Awards based upon the price per Share received or to be received by other
stockholders of the Company in the event; provided, however, that unless
otherwise determined by the Committee, no such action to cancel and pay out any
outstanding Award may be made to an award subject to Section 409A that is
in violation of Treasury Regulation Section 1.409A-3(j).  The terms of this  Section 9.1, other than the prohibitions
relating to Section 409A, may be varied by the Committee in any particular
Award Agreement.


 


9.2           Effect of Change in
Control.  Except to the extent
reflected  in a particular Award
Agreement:


 


(a)          The Committee, in its sole discretion,
may (but need not) provide in any Award Agreement that, in the event of a
Change in  Control, notwithstanding any
vesting schedule otherwise effective with respect to the Award, (i) in the
case of Options or Stock Appreciation Rights, the Award shall become
immediately exercisable with respect to 100 percent of the Shares subject
thereto, (ii) in the case of Restricted Shares, any restrictions shall
expire  immediately with respect to 100
percent of such Restricted Shares and (iii) in the case of any other
Award, any other vesting or  restricted
period to which such Award is subject shall expire as to  100 percent of such Award.


 


(b)           In addition, in the event of a Change
in Control, the Committee may in its discretion and upon at least 10 days’
advance notice to the affected persons, cancel any outstanding Awards and  pay to the holders thereof, in cash or stock,
or any combination  thereof, the value of
such Awards based upon the price per share received or to be received by other
shareholders of the Company in the event; provided, however, that unless
otherwise determined by the Committee, no such action to cancel and pay out any
outstanding Award may be made to an award subject to Section 409A that is
in violation of Treasury Regulation Section 1.409A-3(j).


 


9.3           Binding Upon Successors.  The obligations of the Company  under this Plan shall be binding upon any
successor corporation  or organization
resulting from the merger, consolidation or other  reorganization of the Company, or upon any
successor corporation  or organization
succeeding to substantially all of the assets and  business of the Company.  Subject to the actions which the  Committee may take with respect to Awards in
accordance with  Sections 9.1 and 9.2,
the Company agrees that it will make 
appropriate provisions for the preservation of Participants’  rights under the Plan in any agreement or
plan which it may enter  into or adopt to
effect any such merger, consolidation, 
reorganization or transfer of assets.


 


ARTICLE X.


 


ADMINISTRATION


 


10.1.        Administration.  The Committee will administer this Plan.  The 
Board may appoint a separate committee or committees to administer  portions of the Plan applicable to persons
subject to Rule 16b-3,  Section 162(m) of
the Code or other similar provisions of law. 
The  Committee may act either
through majority vote of the Committee at 
a meeting for which a quorum is present, or through the written  consent of a majority of the members of the 


 


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Committee
in lieu of a  meeting.  The Committee will maintain such books,
accounts and  records relating to the
Plan and to Committee proceedings as it 
considers appropriate.  The
Committee may designate Employees to 
assist the Committee in the administration of the Plan and to act  as Representatives of the Committee, and in
that capacity to  exercise any or all of
the authority of the Committee under this 
Plan, and may grant authority to those Employees to execute any and  all agreements contemplated by this Plan and
any other documents  reasonably required
to implement this Plan.  The Committee
may  employ agents, attorneys, accountants
or other third parties for  such purposes
as the Committee considers appropriate.


 


10.2.        Discretion and Authority.  Subject to the express limitations  set forth in this Plan, the Committee, in its
sole and absolute  discretion, may take
any and all actions necessary, advisable or 
appropriate to implement the Plan and may make any and all  determinations deemed appropriate for the
administration of the  Plan, including
actions and determinations with respect to (a) the  Participants in the Plan, (b) adequacy
of consideration received by  the Company
in exchange for Awards granted under the Plan, (c) the  types and amounts of Awards to be granted to
Participants or to any  particular
Participant, (d) the terms, conditions and provisions  of, and restrictions on, all Awards, (e) amounts
payable, if any,  by a Participant in
connection with the grant, award or receipt of 
any Award, (f) restrictions on transfer of any Award by a  Participant, and (g) the circumstances
under which any Award may  expire, terminate
or be surrendered, canceled or forfeited.


 


10.3.        Payment. 
Upon the exercise of an Option or in the case of any  other Award that requires a payment by a
Participant to the  Company, the amount
due the Company may be paid (a) in cash; (b) by  the surrender of all or part of an Award
(including the Award being  exercised); (c) by
the tender to the Company of Shares acquired by 
the Participant on the open market or owned by the Participant for  at least six months and registered in his or
her name having a Fair  Market Value
equal to the amount due to the Company; (d) by  delivering to the Committee a copy of
irrevocable instructions to a 
stockbroker to deliver promptly to the Company an amount of sale or  loan proceeds sufficient to pay the exercise price,
in the case of  an Option; (e) in
other property, rights and credits deemed 
acceptable by the Committee, including the Participant’s promissory  note; or (f) by any combination of the
payment methods specified in  (a) through
(e).  Notwithstanding the foregoing, any
method of  payment other than in cash may
be used only with the consent of the 
Committee or if and to the extent so provided in the related  Agreement. 
The proceeds of the sales of Shares purchased pursuant  to an Option and any payment to the Company
for other Awards will  be added to the
general funds of the Company or to the reacquired  Shares held by the Company, as the case may
be, and used for the  corporate purposes
of the Company as the Board determines.


 


10.4.        Rules. 
The Committee may make, amend and rescind such rules  and
regulations and establish, modify or repeal such procedures as  it deems appropriate for the administration
of the Plan.  The  Committee may make special rules or
regulations that apply only to  persons
covered by Rule 16b-3, Section 162(m) of the Code or other  provisions of law.


 


10.5.        Interpretation.  In the event of a disagreement as to the  interpretation of the Plan, any rule,
regulation or procedure under  the Plan,
or as to any right or obligation arising from or related  to the Plan (including but not limited to
under an Agreement), the  interpretation
of the Committee will be final and binding.


 


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10.6.        Legal Requirements.  The Committee will cause the Plan, and  any grants or awards of Awards, to comply
with all applicable laws.


 


ARTICLE XI.


 


AMENDMENT AND TERMINATION


 


11.1.        Amendment.  The Committee may amend the Plan from time to
time  as it deems appropriate.  The Committee, however, may not amend
any  provision of Article V, Section 6.2
or this Article XI without the 
approval of the Board.  Unless
otherwise determined by the Committee, no amendment to this Plan may deprive
a  Participant of any Award or rights
with respect to an Award or cause the imposition of a tax on such Participant
pursuant to Section 409A(a)(1)(B) of the Code without  the Participant’s consent.


 


11.2.        Term. 
The Plan will terminate on the fifteenth anniversary of the  Effective Date (September 25,
2010).  The Board, however, may terminate
the Plan at any  time.  Neither amendment nor termination of the Plan
will deprive Participants of their rights with respect to outstanding Awards.


 


ARTICLE XII.


 


MISCELLANEOUS


 


12.1.        Continuation of Employment.  Neither this Plan nor any Award  granted under this Plan confers upon any
Employee any right to  continue in the service
of the Company or any Affiliate or limits 
the right of the Company to terminate an Employee’s service at will  at any time.


 


12.2.        Discretionary Acceleration of
Vesting.  The Committee may  accelerate the vesting, exercisability or
payment of any Award at  any time and for
any reason as it determines in its sole discretion  (including but not limited to retirement of a
Participant); provided, that unless otherwise determined by the Committee, no
such acceleration of the payment of any Award subject to Section 409A
shall be made in violation of Treasury Regulation 1.409A-3(j).


 


12.3.        Unfunded Plan.  This Plan is intended to constitute an  “unfunded” plan for incentive and deferred
compensation.  With  respect to any payments or deliveries of
Shares not yet made to a  Participant by
the Company, nothing contained in this Plan will  give any Participant rights that are greater
than those of a  general creditor of the
Company.  The Committee may authorize
the  creation of trusts or other
arrangements to meet the obligations to 
deliver Shares or payments under the Plan.


 


12.4.        Designation of Beneficiary.  A Participant may file with the  Committee a written designation of a
beneficiary or beneficiaries  (subject to
such limitations as to the classes and numbers of  beneficiaries and contingent beneficiaries as
the Committee may  from time to time
prescribe) to exercise, in the event of the death  of the Participant, an Option, Outperform
Stock Option or Stock  Appreciation
Right, or to receive, in such event, any Awards.  The 
Committee reserves the right to review and approve beneficiary  designations. 
A Participant may from time to time revoke or change  any such designation of beneficiary and any
designation of  beneficiary under the
Plan will be controlling over any other 
disposition, testimony or otherwise; provided, 


 


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however,
that if the  Committee will be in doubt
as to the right of any such beneficiary 
to exercise any Option, Outperform Stock Option or Stock  Appreciation Right, or to receive any Award,
the Committee may  determine to recognize
only the legal representative of the 
recipient.


 


12.5.        Nontransferability.  Unless otherwise determined by the  Committee or specified in an Agreement, (a) no
Award granted under  this Plan may be
transferred or assigned by the Participant to whom  it is granted other than by beneficiary
designation, will, or  pursuant to the
laws of descent and distribution, and (b) an Award  granted under this Plan may be exercised,
during the Participant’s  lifetime, only
by the Participant or by the Participant’s guardian  or legal representative.


 


12.6.        Rule 16b-3.  With respect to Participants subject to Section 
16 of the Exchange Act, transactions under this Plan are intended  to comply with all applicable provisions of Rule 16b-3
or its  successors under the Exchange
Act, and the provisions of the Plan 
shall be construed accordingly.


 


12.7.        No Effect on Other Awards.  The receipt of Awards under the  Plan shall have no effect on any benefits to
which a Participant  may be entitled from
his or her employer, under another plan or 
otherwise, or preclude a Participant from receiving any such  benefits.


 


12.8.        Withholding.  If the Company is required to withhold any
taxes  in connection with an Award, and a
Participant is obligated to pay  to the Company
any or all of the amount required to be withheld,  the Committee may permit the Participant to
satisfy the withholding  obligation, in
whole or in part, either (a) by having the Company  withhold from any Shares to be issued upon
the receipt of an Award  with a Fair
Market Value sufficient to satisfy the withholding  amount due, or (b) by delivering to the
Company sufficient Shares  to satisfy the
withholding amount due.  In the absence
of such  Committee permission, the withholding
obligation shall be satisfied  by the
payment of cash or its equivalent by the Participant to the  Company. 
The Company shall have no obligation to deliver to a  Participant Shares or other consideration in
respect of an Award until arrangements satisfactory to the Committee have been
made to satisfy any required withholding obligation of the Company.


 


12.9.        Effective Date.  This Plan is originally effective as of  September 25, 1995, and has been amended
and restated by the Board  effective as
of October 22, 1997, further amended and restated  effective as of November 10, 1997 and
further amended and restated effective as of April 1, 1998, July 24,
2002, May 18, 2004 and May 15, 2006. This Plan was further amended on
December 14, 2007.


 


12.10.      Liability. 
No member of the Board or the Committee, or  any officer or employee of the Company or its
subsidiaries, will be  personally liable
for any action, omission or determination made in  good faith or upon the advice of counsel in connection
with the  Plan or any Award granted or
awarded under the Plan.


 


12.11.      Governing Law.  The law of the state of Delaware will  govern issues related to the validity and
issuance of Shares.  All  other terms, conditions and provisions of,
and restrictions upon,  this Plan, and
Awards granted hereunder, will be construed and  administered in 


 


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accordance
with the law of the state in which the 
Company’s principal executive offices are located.


 


12.12.      Conflict. 
Unless specifically stated otherwise in an  Agreement, if a term, condition or provision
of, or restriction  upon, the Plan
conflicts with the term, condition or provision of,  or restriction upon, any Agreement, the term
of the Plan will  control.


 


December 14,
2007


 


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