Ex-10.55



 





EXHIBIT 10.55




MID-AMERICA BANCSHARES, INC.




2006 OMNIBUS EQUITY INCENTIVE PLAN




ARTICLE 1. INTRODUCTION




     This Plan is adopted by the Board effective April 30, 2006. The purpose of
the Plan is to promote the long-term success of the Company and the creation of
stockholder value by (a) encouraging Employees, Outside Directors and
Consultants to focus on critical long-range objectives, (b) encouraging the
attraction and retention of Employees, Outside Directors and Consultants with
exceptional qualifications and (c) linking Employees, Outside Directors and
Consultants directly to stockholder interests through increased stock ownership.
The Plan seeks to achieve this purpose by providing for Awards in the form of
Restricted Shares, Stock Units, Options (which may constitute incentive stock
options or nonstatutory stock options) or stock appreciation rights. The Plan
shall be governed by, and construed in accordance with, the laws of the State of
Tennessee (except the choice-of-law provisions of such jurisdiction).



ARTICLE 2. DEFINITIONS




     2.1 “Affiliate” means any entity other than a Subsidiary, if the Company
and/or one or more Subsidiaries own not less than 50% of such entity.



     2.2 “Agreement” means a written understanding entered into between the
Company and an Eligible Person granted an Award which sets forth the terms and conditions of the Award.



     2.3 “Award” means any award of an Option, a SAR, a Restricted Share, a
Stock Unit, a Performance Unit, an Other Award or a combination thereof under the Plan.



     2.4 “Board” means the Company’s board of directors, as constituted from
time to time.



     2.5 “Cause” means, unless otherwise provided in a Participant’s Agreement,
removal by or at the direction any state or federal regulatory agency having
appropriate jurisdiction of a person as an Employee, Outside Director or
Consultant, or: (i) engaging in (A) willful or gross misconduct or (B) willful
or gross neglect, (ii) repeatedly failing to adhere to the directions of
superiors or the board of directors or the written policies and practices of the
Company or any Subsidiary or Affiliate with which the person has a relationship,
(iii) the commission of a felony or a crime of moral turpitude, or any crime
involving the Company or any Subsidiary or Affiliate, (iv) fraud,
misappropriation, embezzlement or material or repeated insubordination, (v) a
material breach of the Participant’s employment agreement or consulting
contract, if any, (other than a termination of employment by the Participant),
or (vi) any illegal act detrimental to the Company or any Subsidiary or
Affiliate, all as determined in the sole discretion of the Committee.



 









 





     2.6 “Change in Control” means:




	 	(a)	 	The consummation of a merger or consolidation of the Company with or
into another entity or any other corporate reorganization, if more
than 50% of the combined voting power of the continuing or surviving
entity’s securities outstanding immediately after such merger,
consolidation or other reorganization is owned by persons who were not
stockholders of the Company immediately prior to such merger,
consolidation or other reorganization;
	 
	 	(b)	 	The sale, transfer or other disposition of all or substantially all of
the Company’s assets;
	 
	 	(c)	 	A change in the composition of the Board, as a result of which fewer
than 50% of the incumbent directors are directors who either (i) had
been directors of the Company on the date 24 months prior to the date
of the event that may constitute a Change in Control (the “original
directors”) or (ii) were elected, or nominated for election, to the
Board with the affirmative votes of at least a majority of the
aggregate of the original directors who were still in office at the
time of the election or nomination and the directors whose election or
nomination was previously so approved; or
	 
	 	(d)	 	Any transaction as a result of which any person is the “beneficial
owner” (as defined in Rule 13d-3 under the Exchange Act), directly or
indirectly, of securities of the Company representing more than 50% of
the total voting power represented by the Company’s then outstanding
voting securities. For purposes of this Paragraph (d), the term
“person” shall have the same meaning as when used in sections 13(d)
and 14(d) of the Exchange Act but shall exclude (i) a trustee or other
fiduciary holding securities under an employee benefit plan of the
Company or of a Parent or Subsidiary and (ii) a corporation owned
directly or indirectly by the stockholders of the Company in
substantially the same proportions as their ownership of the common
stock of the Company. A transaction shall not constitute a Change in
Control if its sole purpose is to change the state of the Company’s
incorporation or to create a holding company that will be owned in
substantially the same proportions by the persons who held the
Company’s securities immediately before such transaction.





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



     2.8 “Committee” means the group of Board Members appointed to administer
the Plan, as described in Article 3.



     2.9 “Common Share” means one share of the common stock of the Company.



     2.10 “Company” means Mid-America Bancshares, Inc. and any successor or
assignee corporation(s) into which the Company may be merged, changed or
consolidated; any corporation for whose securities the securities of the
Company, shall be exchanged; and any assignee of or successor to substantially
all of the assets of the Company.



     2.11 “Consultant” means a consultant or adviser who provides bona fide
services to the Company, a Subsidiary or, in the discretion of the Committee, an Affiliate, as an independent contractor.



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Service as a Consultant may but need not, in the discretion of the Committee, be
considered employment for all purposes of the Plan, except as provided in
Section 5.1 for ISO grant purposes.




     2.12 “Disability” means, as determined by the Committee in its discretion,
a Participant’s inability to serve at his or her most recent current position by
reason of any mental or physical impairment which can be expected to last for a
continuous period of at least 12 months or result in death. “Permanent and total
Disability” shall have the meaning used in Code Section 22(e)(3). A
determination of Disability may be made by a physician approved or selected by
the Committee.



     2.13 “Eligible Persons” means Employees, Outside Directors and Consultants.



     2.14 “Employee” means a common-law employee of the Company, a Subsidiary
or, in the discretion of the Committee, an Affiliate.



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



     2.16 “Exercise Price,” in the case of an Option, means the amount for which
one Common Share may be purchased upon exercise of such Option, as specified in
the applicable Stock Option Agreement. “Exercise Price,” in the case of a SAR,
means an amount, as specified in the applicable SAR Agreement, which is
subtracted from the Fair Market Value of one Common Share in determining the
amount payable upon exercise of such SAR.



     2.17 “Fair Market Value” means the value of one Common Share, determined as
follows:




     (i) If the Common Share is listed on a national stock exchange, the
closing sale price per share on the exchange for the last preceding date on
which there was a sale of Common Shares on such exchange, as determined by
the Committee.




     (ii) If the Common Shares are not then listed on a national stock
exchange but are traded on an over-the-counter market, the average of the
closing bid and asked prices for the Common Shares in such over-the-counter
market for the last preceding date on which there was a sale of Common
Shares in such market, as determined by the Committee.




     (iii) If neither (i) nor (ii) applies, such value as the Committee in
its discretion may in good faith determine. Notwithstanding the foregoing,
where the Common Shares are listed or traded, the Committee may make
discretionary determinations in good faith where the Common Shares have not
been traded for 10 trading days.




     2.18 “ISO” means an Option of the type described in Section 422(b) of the
Code.




     2.19 “NSO” means an Option not described in Sections 422 or 423 of the
Code.




     2.20 “Option” means an ISO or NSO granted under the Plan and entitling the
holder to purchase Common Shares.




     2.21 “Optionee” means an individual or estate that holds an Option or SAR.




     2.22 “Other Award” means a right granted to an Eligible Person under
Section 11.2.



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     2.23 “Outside Director” means a person who is not an Employee but is a
member of the board of directors of the Company, a Subsidiary or, in the
discretion of the Committee, an Affiliate. Service as an Outside Director shall
be considered employment for all purposes of the Plan, except as provided in
Section 5.1 for ISO grant purposes.



     2.24 “Parent” means any corporation (other than the Company) in an unbroken
chain of corporations ending with the Company, if each of the corporations other
than the Company owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain. A
corporation that attains the status of a Parent on a date after the adoption of
the Plan shall be considered a Parent commencing as of such date.



     2.25 “Participant” means an individual or estate that holds an Award.



     2.26 “Performance Unit” means a right granted to a Participant under
Section 11.1 of the Plan.



     2.27 “Plan” means this Mid-America Bancshares, Inc. 2006 Omnibus Equity
Incentive Plan, as amended from time to time.



     2.28 “Restricted Share” means a Common Share awarded under the Plan
pursuant to Article 9.



     2.29 “Retirement” means the separation of service without cause: (a) on or
after the Participant’s attainment of age 65; (b) on or after the Participant’s
attainment of age 55 with at least 10 consecutive years of service; or (c) as
determined by the Committee, in its absolute discretion, as set forth in the
applicable Agreement.



     2.30 “Separation from Service” means the removal by any regulatory agency
of a person as an Employee, Outside Director or Consultant, or:




     (i) in the case of an employee, the termination of the
employer-employee relationship for any reason, whether or not such termination was wrongful;




     (ii) in the case of an Outside Director, the expiration or termination
of such person’s status as a director, whether or not such
termination was wrongful; and




     (iii) in the case of a consultant, as defined in the Agreement or, if
not so defined, the termination of the independent contractor relationship
for any reasons, whether or not such termination was wrongful.



     2.31 “SAR” means a stock appreciation right granted under the Plan pursuant
to Article 8.



     2.32 “Stock Unit” means a bookkeeping entry representing the equivalent of
one Common Share, as awarded under the Plan pursuant to Article 10.



     2.33 “Subsidiary” means any corporation (other than the Company) in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the unbroken chain owns stock
possessing 50% or more of the total combined voting power of all classes of
stock in one of the other corporations in such chain. A corporation that attains
the status of a Subsidiary on a date after the adoption of the Plan shall be
considered a Subsidiary commencing as of such date.



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ARTICLE 3. ADMINISTRATION




     3.1 Committee Composition. The Committee shall administer the Plan. The
Committee shall consist exclusively of two or more directors of the Company who
shall be appointed by the Board. In addition, the composition of the Committee
shall satisfy:




	 	(a)	 	Such requirements as the Securities and Exchange Commission may
establish for administrators acting under plans intended to qualify
for exemption under Rule 16b-3 (or its successor) under the Exchange
Act; and
	 
	 	(b)	 	Such requirements as the Internal Revenue Service may establish for
outside directors acting under plans intended to qualify for
exemption under Section 162(m) of the Code.





     3.2 Committee Responsibilities. The Committee shall (a) select any Eligible
Persons who are to receive Awards under the Plan, (b) determine the type,
number, vesting requirements and other features and conditions of such Awards,
(c) interpret the Plan and Agreements, (d) establish, amend and revoke rules and
regulations for administration of the Plan, (e) amend any outstanding Award,
accelerate or extend vesting or exercisability of any Award, and waive
conditions or restrictions of any Awards, to the extent the Committee deems
appropriate, (f) cancel, with the consent of the Participant or as otherwise
permitted by the Plan, outstanding Awards, and (g) make all other decisions and
perform acts relating to the operation of the Plan that the Committee deems
necessary or appropriate to promote the best interests of the Company under the
Plan. The Committee may permit the Chief Executive Officer of the Company or his
or her delegate to make Awards to Eligible Employees who are not officers or
directors of the Company at such times and in such manner as authorized by the
Committee. The Committee may adopt such rules or guidelines as it deems
appropriate to implement the Plan.



     3.3 Committee for Nonofficer Grants. The Board may also appoint a secondary
committee of the Board, which shall be composed of one or more directors of the
Company or any Subsidiary bank who need not satisfy the requirements of Section
3.1. Such secondary committee may administer the Plan with respect to Employees
and Consultants who are not considered officers or directors of the Company
under Section 16 of the Exchange Act, may grant Awards under the Plan to such
Employees and Consultants and may determine all features and conditions of such
Awards. Within the limitations of this Section 3.3, any reference in the Plan to
the Committee shall include such secondary committee.



     3.4 Committee Decisions and Determinations. Any determination made by the
Committee pursuant to the provisions of the Plan or an Agreement shall be made
in its sole discretion in the best interest of the Company, not as a fiduciary.
All decisions made by the Committee pursuant to the provisions of the Plan or an
Agreement shall be final and binding on all persons, including Participating
Companies and Participants. Any determination by the Committee shall not be
subject to de novo review if challenged in any court or legal forum.



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ARTICLE 4. SHARES AVAILABLE FOR AWARDS




     4.1 Basic Limitation. Common Shares issued pursuant to the Plan may be
authorized but unissued shares or treasury shares. The aggregate number of
shares subject to Awards under the Plan shall not exceed 1,000,000. The
limitation of this Section 4.1 shall be subject to adjustment pursuant to
Section 4.5.



     4.2 Additional Shares. If Restricted Shares or Common Shares issued upon
the exercise of Options are forfeited, then such Common Shares shall again
become available for Awards under the Plan. If Stock Units, Options, SAR’s,
Performance Units or Other Awards are forfeited, terminate or are similarly
treated for any other reason before being exercised, then the corresponding
Common Shares shall again become available for Awards under the Plan. If Stock
Units are settled, then only the number of Common Shares (if any) actually
issued in settlement of such Stock Units shall reduce the number available under
Section 4.1 and the balance shall again become available for Awards under the
Plan. If SAR’s are exercised, then only the number of Common Shares (if any)
actually issued in settlement of such SAR’s shall reduce the number available
under Section 4.1 and the balance shall again become available for Awards under
the Plan. The foregoing notwithstanding, the aggregate number of Common Shares
that may be issued under the Plan upon the exercise of ISOs shall not be
increased when Restricted Shares or other Common Shares are forfeited.



     4.3 Dividend Equivalents. The Committee, in its sole discretion, may award
dividend equivalent rights to Participants. Any dividend equivalents paid or
credited under the Plan shall not be applied against the number of shares
available for Awards, whether or not such dividend equivalents are converted
into Stock Units.



     4.4 Incentive Stock Options. Solely for purposes of determining whether
shares are available for the issuance of ISOs, and notwithstanding any provision
of this Article 4 to the contrary, the maximum aggregate number of shares that
may be issued through ISOs under the Plan is 100,000. The terms of Sections 4.2
and 4.5 apply in determining the number of shares available under this Section
for issuance through ISOs.



     4.5 Adjustments. In the event that the outstanding Common Shares hereafter
are changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of merger,
consolidation, reorganization, recapitalization, reclassification, combination
of shares, stock split-up, or stock dividend, or in the event that there should
be any other stock splits, stock dividends or other relevant changes in
capitalization occurring after the effective date of this Plan:




	 	(a)	 	the aggregate number and kind of shares subject to Awards made
hereunder may be adjusted appropriately; and
	 
	 	(b)	 	rights under outstanding Awards made to Eligible Persons hereunder,
both as to the number of subject shares and the Exercise Price, may
be adjusted appropriately.




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The foregoing adjustments and the manner of application of the foregoing
provisions to Awards shall be determined solely by the Committee on a
case-by-case basis, applied to similarly situation groups or in any other manner
as it deems in its sole discretion. Any adjustment hereunder may provide for the
elimination of fractional share interests.




     4.6 Code Section 409A Limitation. Any adjustment made pursuant to Section
4.5 to any Award that is considered “deferred compensation” within the meaning
of Code Section 409A shall be made in compliance with the requirements of Code
Section 409A. Any adjustments made pursuant to Section 4.5 to any Award that is
not considered “deferred compensation” shall be made in a manner to ensure that
after such adjustment, the Award either continues not to be subject to Code
Section 409A or complies with the requirements of Code Section 409A.



ARTICLE 5. ELIGIBILITY, PARTICIPATION AND TERMINATION




     5.1 Eligibility. Employees, Outside Directors and Consultants shall be
eligible for Awards. Notwithstanding the foregoing, only Employees
shall be eligible for the grant of ISOs.



     5.2 Participation. The Committee shall decide which Eligible Persons may
receive an Award hereunder. To receive an Award, an Eligible Person
must enter into an Agreement evidencing the Award.



     5.3 Separation from Service. Unless provided otherwise in an Agreement, the
following provisions shall apply to Awards.




	 	(a)	 	Upon any separation from service for any reason other than his or her
death or permanent and total Disability, a Participant shall have the
right, subject to the restrictions of Sections 6.4 and 8.4, to
exercise his or her Options or SAR’s at any time within three months
after separation from service, but only to the extent that, at the
date of such separation, the Participant’s right to exercise such
Options or SAR’s had accrued pursuant to the terms of the Agreement
and had not previously been exercised; provided, however, that, unless
otherwise provided in the Agreement, if there occurs a separation from
service for Cause or a separation from service by the Participant
(other than on account of death or permanent and total Disability),
any Options or SAR’s not exercised in full prior to such separation
shall be canceled. Awards other than Options and SAR’s shall be
forfeited upon any separation from service for any reason other than
the Participant’s death or permanent and total Disability.
	 
	 	(b)	 	If the Participant dies while a Participant or within three months
after any separation from service other than for Cause or a separation
by the Participant (other than on account of death or permanent and
total Disability), then the Options or SAR’s may be exercised in full,
subject to the restrictions of Sections 6.4 and 8.4, at any time
within six months after the Participant’s death, by the beneficiary of
the Participant, but only to the extent that, at the date of death,
the Participant’s right to exercise such Options or SAR’s had accrued
and had not been forfeited pursuant to the terms of the Agreement and
had not previously




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	 	 	 	been exercised. Awards other than Options and SAR’s shall fully vest
upon a Participant’s separation from service by reason of his or her
death and Performance Units may be paid out at a target level of
performance.
	 
	 	(c)	 	Upon separation from service for reason of permanent and total
Disability or death, a Participant or her or his estate shall have the
right, subject to the restrictions of Sections 6.4 and 8.4 to exercise
his or her Options or SAR’s at any time within three months after
separation from service, but only to the extent that, at the date of
such separation, the Participant’s right to exercise such Options or
SAR’s had accrued pursuant to the terms of the applicable Agreement
and had not previously been exercised. Distribution of earned
Performance Units may be made at the same time payments are made to
Participants who did not incur a separation from service.





     5.4 Dissolution or Liquidation. To the extent not previously exercised or
settled, Awards shall terminate immediately prior to the dissolution
or liquidation of the Company.



     5.5 Reorganizations. In the event that the Company is a party to a merger
or other reorganization, outstanding Awards shall be subject to the
agreement of merger or reorganization. Such agreement shall provide for:




	 	(a)	 	The continuation of the outstanding Awards by the Company, if the
Company is a surviving corporation;
	 
	 	(b)	 	The assumption of the outstanding Awards by the surviving corporation
or its parent or subsidiary;
	 
	 	(c)	 	The substitution by the surviving corporation or its parent or
subsidiary of its own awards for the outstanding Awards;
	 
	 	(d)	 	Full exercisability or vesting and accelerated expiration of the
outstanding Awards; or Settlement of the full value of the outstanding
Awards in cash or cash equivalents followed by cancellation of such
Awards.





If none of (a) through (d) is provided in such agreement, then each outstanding Award shall be deemed fully vested.




ARTICLE 6. OPTIONS




     6.1 Stock Option Agreement. A Stock Option Agreement between the Optionee
and the Company shall evidence each grant of an Option under the Plan. Such
Option shall be subject to all applicable terms of the Plan and may be subject
to any other terms that are not inconsistent with the Plan. The Stock Option
Agreement shall specify whether the Option is an ISO or an NSO. The provisions
of the various Stock Option Agreements entered into under the Plan need not be
identical. Options may be granted in consideration of a reduction in the
Optionee’s other compensation. A Stock Option Agreement



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may provide that a new Option will be granted automatically to the Optionee when
he or she exercises a prior Option and pays the Exercise Price in the form
described in Section 6.8.




     6.2 Number of Shares. Each Stock Option Agreement shall specify the number
of Common Shares subject to the Option and shall provide for the adjustment of such number in accordance with Article 4.5.



     6.3 Exercise Price. Each Stock Option Agreement shall specify the Exercise
Price, provided that the Exercise Price for any Option shall in no event be less
than 100% of the Fair Market Value of a Common Share on the date of grant. In
the case of an NSO, a Stock Option Agreement may specify an Exercise Price that
varies in accordance with a predetermined formula while the NSO is outstanding.



     6.4 Exercisability and Term. Each Stock Option Agreement shall specify the
date or event when all or any installment of the Option is to become
exercisable. The Stock Option Agreement shall also specify the term of the
Option, provided that the term of an ISO shall in no event exceed ten (10) years
from the date of grant. A Stock Option Agreement may provide for accelerated
exercisability in the event of the Optionee’s death, Disability or Retirement or
other events and may provide for expiration prior to the end of its term in the
event of the termination of the Optionee’s service. Options may be awarded in
combination with SAR’s, and such an Award may provide that the Options will not
be exercisable unless the related SAR’s are forfeited.



     6.5 Effect of Change in Control. The Committee may determine, at the time
of granting an Option or thereafter, that such Option shall become exercisable
as to all or part of the Common Shares subject to such Option in the event that
a Change in Control occurs with respect to the Company, subject to the following
limitations:




	 	(a)	 	In the case of an ISO, the acceleration of exercisability shall not
occur without the Optionee’s written consent.
	 
	 	(b)	 	If the Company and the other party to the transaction constituting a
Change in Control agree that such transaction is to be treated as a
“pooling of interests” for financial reporting purposes, and if such
transaction in fact is so treated, then the acceleration of
exercisability shall not occur to the extent that the Company’s
independent accountants and such other party’s independent accountants
separately determine in good faith that such acceleration would
preclude the use of “pooling of interests” accounting.





     6.6 Modification or Assumption of Options. Within the limitations of the
Plan, the Committee may modify, extend or assume outstanding options or may
accept the cancellation of outstanding options (whether granted by the Company
or by another issuer) in return for the grant of new Options for the same or a
different number of shares and at the same or a different exercise price. The
foregoing notwithstanding, no modification of an Option shall, without the
consent of the Optionee, alter or impair his or her rights or obligations under
such Option.



     6.7 Buyout Provisions. The Committee may at any time (a) offer to buy out
for a payment in cash or cash equivalents an Option previously granted or (b)
authorize an Optionee to elect to cash out an



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Option
previously granted, in either case at such time and based upon such terms and conditions as the Committee shall establish.




     6.8 Payment for Option Shares. The entire Exercise Price of Common Shares
issued upon exercise of Options shall be payable in cash or cash equivalents at
the time when such Common Shares are purchased, except, in the case of an ISO
granted under the Plan, payment shall be made only pursuant to the express
provisions of the applicable Stock Option Agreement. The Stock Option Agreement
may specify that payment may be made in any form(s) described herein. In the
case of an NSO, the Committee may at any time accept payment in any form(s)
described herein.



     All or any part of the Exercise Price may be paid by any combination of the
following: (a) surrendering, or attesting to the ownership of, Common Shares
that are already owned by the Optionee. Such Common Shares shall be valued at
their Fair Market Value on the date when the new Common Shares are purchased
under the Plan. The Optionee shall not surrender, or attest to the ownership of,
Common Shares in payment of the Exercise Price if such action would cause the
Company to recognize compensation expense (or additional compensation expense)
with respect to the Option for financial reporting purposes; (b) delivering (on
a form prescribed by the Company) an irrevocable direction to a securities
broker approved by the Company to sell all or part of the Common Shares being
purchased under the Plan and to deliver all or part of the sales proceeds to the
Company, including those necessary for withholding taxes; (c) delivering (on a
form prescribed by the Company) an irrevocable direction to pledge all or part
of the Common Shares being purchased under the Plan to a securities broker or
lender approved by the Company, as security for a loan, and to deliver all or
part of the loan proceeds to the Company, including proceeds necessary for
withholding taxes; (d) delivering (on a form prescribed by the Company) a
full-recourse promissory note. However, the par value of the Common Shares being
purchased under the Plan, if newly issued, shall be paid in cash or cash
equivalents; or (e) by any other form that is consistent with applicable laws,
regulations and rules.



     6.9 Special Rules for ISO’s.




	 	(a)	 	In the case of ISOs granted hereunder, the aggregate Fair Market Value
(determined as of the date of the Awards thereof) of Common Shares
with respect to which ISOs become exercisable by any Participant for
the first time during any calendar year (under the Plan and all other
plans maintained by the Company, Affiliates or Subsidiaries) shall not
exceed $100,000.
	 
	 	(b)	 	In the case of an individual described in Section 422(b)(6) of the
Code (relating to certain 10% owners), the Exercise Price with respect
to an ISO shall not be less than 110% of the Fair Market Value of a
Common Share on the day the Option is granted, and the term of an ISO
shall be no more than five years from the date of grant.
	 
	 	(c)	 	If Common Shares acquired upon exercise of an ISO are disposed of in a
disqualifying disposition within the meaning of Section 422 of the
Code by a Participant prior to the expiration of either two years from
the date of grant of such Option or one year from the transfer of
such shares to the Participant pursuant to the exercise of such Option, or
in any




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	 	 	 	other disqualifying disposition within the meaning of Section 422 of
the Code, such Participant shall notify the Company in writing as soon
as practicable thereafter of the date and terms of such disposition
and, if the Company thereupon has a tax-withholding obligation, shall
pay to the Company an amount equal to any withholding tax the Company
is required to pay as a result of the disqualifying disposition.





ARTICLE 7. AUTOMATIC OPTION GRANTS TO OUTSIDE DIRECTORS




     7.1 Initial Grants. Each person who first becomes an Outside Director after
the Effective Date shall receive a one-time grant of an NSO covering Common
Shares (subject to adjustment under Section 4.5) as shall be determined by the
Committee. Such NSO shall be granted on the date when such Outside Director
first joins the Board and shall become exercisable immediately on the date of
grant.



     7.2 Annual Grants. Upon the conclusion of each regular annual meeting of
the Company’s stockholders held in the year 2006 or thereafter, each person who
shall continue service as an Outside Director thereafter shall receive an NSO
covering Common Shares (subject to adjustment under Section 4.5) as shall be
determined by the Committee, except that such NSO shall not be granted in the
calendar year in which the same Outside Director received the NSO described in
Section 7.1. NSOs granted under this Section 7.2 shall become exercisable in
full on the first anniversary of the date of grant.



     7.3 Accelerated Exercisability. All NSOs granted to an Outside Director
under this Article 7 shall also become exercisable in full in the event of:




	 	(a)	 	The termination of such Outside Director’s service because of death,
Disability or Retirement; or
	 
	 	(b)	 	A Change in Control with respect to the Company; provided, however, if
the Company and the other party to the transaction constituting a
Change in Control agree that such transaction is to be treated as a
“pooling of interests” for financial reporting purposes, and if such
transaction in fact is so treated, then the acceleration of
exercisability shall not occur to the extent that the Company’s
independent accountants and such other party’s independent accountants
separately determine in good faith that such acceleration would
preclude the use of “pooling of interests” accounting.





     7.4 Exercise Price. The Exercise Price under all NSOs granted to an Outside
Director under this Article 7 shall be equal to 100% of the Fair
Market Value of a Common Share on the date of grant, payable in one or more of the forms
described in Section 6.8.



     7.5 Term. Notwithstanding other provisions of the Plan to the contrary, all
NSOs granted to an Outside Director under this Article 7 shall terminate on the
earliest of (a) the 10th anniversary of the date of grant, (b) the date 24
months after the termination of such Outside Director’s service for any reason
other than death or Disability, (c) the date of termination of such Outside
Director’s service for Cause, or (d) the date 12 months after the termination of
such Outside Director’s service because of death.



11









 





     7.6 Affiliates of Outside Directors. The Committee may provide that the
NSOs that otherwise would be granted to an Outside Director under this Article 7
shall instead be granted to an affiliate of such Outside Director. Such
affiliate shall then be deemed to be an Outside Director for purposes of the
Plan, provided that the service-related vesting and termination provisions
pertaining to the NSOs shall be applied with regard to the service of the
Outside Director.



ARTICLE 8. STOCK APPRECIATION RIGHTS




     8.1 SAR Agreement. Each grant of an SAR under the Plan shall be evidenced
by an SAR Agreement between the Optionee and the Company. Such SAR shall be
subject to all applicable terms of the Plan and may be subject to any other
terms that are not inconsistent with the Plan. The provisions of the various SAR
Agreements entered into under the Plan need not be identical. SAR’s may be
granted in consideration of a reduction in the Optionee’s other compensation.



     8.2 Number of Shares. Each SAR Agreement shall specify the number of Common
Shares to which the SAR pertains and shall provide for the adjustment
of such number in accordance with Section 4.5 unless the Committee provides otherwise.



     8.3 Exercise Price. Each SAR Agreement shall specify the Exercise Price,
which shall not be less than 100% of the Fair Market Value for a Common Share on
the date of grant. An SAR Agreement may specify an Exercise Price that varies in
accordance with a predetermined formula while the SAR is outstanding.



     8.4 Exercisability and Term. Each SAR Agreement shall specify the date when
all or any installment of the SAR is to become exercisable. The SAR Agreement
shall also specify the term of the SAR. An SAR Agreement may provide for
accelerated exercisability in the event of the Optionee’s death, Disability or
Retirement or other events and may provide for expiration prior to the end of
its term in the event of the termination of the Optionee’s service. SAR’s may be
awarded in combination with Options, and such an Award may provide that the
SAR’s will not be exercisable unless the related Options are forfeited. An SAR
may be included in an ISO only at the time of grant but may be included in an
NSO at the time of grant or thereafter. An SAR granted under the Plan may
provide that it will be exercisable only in the event of a Change in Control. To
the extent necessary to comply with Code Section 409A, the SAR Agreement shall
not include any features allowing a Participant to defer the recognition of
income past the Exercise Date.



     8.5 Effect of Change in Control. The Committee may determine, at the time
of granting an SAR or thereafter, that such SAR shall become fully
exercisable as to all Common Shares subject to such SAR in the event that a Change in
Control occurs with respect to the Company, subject to the following sentence.
If the Company and the other party to the transaction constituting a Change in
Control agree that such transaction is to be treated as a “pooling of interests”
for financial reporting purposes, and if such transaction in fact is so treated,
then the acceleration of exercisability shall not occur to the extent that the
Company’s independent accountants and such other party’s independent accountants
separately determine in good faith that such acceleration would preclude the use
of “pooling of interests” accounting.



12









 





     8.6 Exercise of SAR’s. Upon exercise of an SAR, the Optionee (or any person
having the right to exercise the SAR after his or her death) shall receive from
the Company (a) Common Shares, (b) cash or (c) a combination of Common Shares
and cash, as the Committee shall determine. The amount of cash and/or the Fair
Market Value of Common Shares received upon exercise of SAR’s shall, in the
aggregate, be equal to the amount by which the Fair Market Value (on the date of
surrender) of the Common Shares subject to the SAR’s exceeds the Exercise Price.
If, on the date when an SAR expires, the Exercise Price under such SAR is less
than the Fair Market Value on such date but any portion of such SAR has not been
exercised or surrendered, then such SAR shall automatically be deemed to be
exercised as of such date with respect to such portion.



     8.7 Modification or Assumption of SAR’s. Within the limitations of the
Plan, the Committee may modify, extend or assume outstanding SAR’s or may accept
the cancellation of outstanding SAR’s (whether granted by the Company or by
another issuer) in return for the grant of new SAR’s for the same or a different
number of shares and at the same or a different exercise price. The foregoing
notwithstanding, no modification of an SAR shall, without the consent of the
Optionee, alter or impair his or her rights or obligations under such SAR.



ARTICLE 9. RESTRICTED SHARES




     9.1 Restricted Share Agreement. Each grant of Restricted Shares under the
Plan shall be evidenced by a Restricted Share Agreement between the recipient
and the Company. Such Restricted Shares shall be subject to all applicable terms
of the Plan and may be subject to any other terms that are not inconsistent with
the Plan. The provisions of the various Restricted Share Agreements entered into
under the Plan need not be identical. Restricted Shares may be granted alone or
in addition to other Awards made under the Plan.



     9.2 Payment for Awards. Subject to the following sentence, Restricted
Shares may be sold or awarded under the Plan for such consideration as the
Committee may determine, including (without limitation) cash, cash equivalents,
full-recourse promissory notes, past services and future services. To the extent
that an Award consists of newly issued Restricted Shares, the Award recipient
shall furnish consideration with a value not less than the par value of such
Restricted Shares in the form of cash, cash equivalents or past services
rendered to the Company (or a Parent or Subsidiary), as the Committee may
determine.



     9.3 Vesting Conditions. Each Award of Restricted Shares may or may not be
subject to vesting conditions as the Committee determines, including achievement
of one or more performance goals set forth in Section 11.3. Vesting shall occur,
in full or in installments, upon satisfaction of the conditions specified in the
Restricted Share Agreement. A Restricted Share Agreement may provide for
accelerated vesting in the event of the Participant’s death, Disability or
Retirement or other events the Committee may specify. The Committee may
determine, at the time of granting Restricted Shares or thereafter, that all or
part of such Restricted Shares shall become vested in the event that a Change in
Control occurs with respect to the Company, excepts as provided in the following
sentence. If the Company and the other party



13









 




to the transaction constituting a Change in Control agree that such transaction
is to be treated as a “pooling of interests” for financial reporting purposes,
and if such transaction in fact is so treated, then the acceleration of vesting
shall not occur to the extent that the Company’s independent accountants and
such other party’s independent accountants separately determine in good faith
that such acceleration would preclude the use of “pooling of interests”
accounting.




     9.4 Voting and Dividend Rights. The holders of Restricted Shares awarded
under the Plan shall have the same voting, dividend and other rights as the
Company’s other stockholders unless the Participant’s Agreement provides
otherwise. A Restricted Share Agreement, however, may require that the holders
of Restricted Shares invest any cash dividends received in additional Restricted
Shares. Such additional Restricted Shares shall be subject to the same
conditions and restrictions as the Award with respect to which the dividends
were paid.



     9.5 Certificates. Notwithstanding the limitations on issuance of Common
Shares otherwise provided in the Plan, each Participant receiving an Award of
Restricted Share shall be issued a certificate (or other representation of
title, such as book entry registration) in respect of such Restricted Share.
Such certificate shall be registered in the name of the Participant and shall
bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Award as determined by the Committee. The Committee may
require that the certificates evidencing such shares be held in custody by the
Company until the applicable period of restriction shall have lapsed and that,
as a condition of any Award of Restricted Shares, the Participant shall have
delivered a share power, endorsed in blank, relating to the Common Shares
covered by such Award.



     9.6 Section 83(b) Election. The Committee may prohibit a Participant from
making an election under Section 83(b) of the Code. If the Committee has not
prohibited such election, and if the Participant elects to include in such
Participant’s gross income in the year of transfer the amounts specified in
Section 83(b) of the Code, the Participant shall notify the Company of such
election within ten (10) days of filing notice of the election with the Internal
Revenue Service, and will provide the required withholding pursuant to Section
15.6, in addition to any filing and notification required pursuant to
regulations issued under the authority of Section 83(b) of the Code.



     9.7 Provisions Relating to Code Section 162(m). This Plan may be amended by
the Board, without shareholder approval, for the purpose of including provisions
calculated to effectuate the intent of the Company that Awards made to persons
who are (or may become) Covered Employees within the meaning of Section 162(m)
of the Code shall constitute “qualified performance-based compensation”
satisfying the relevant requirements of Code Section 162(m) and the guidance
thereunder and to insure that the Plan shall be administered and the provisions
of the Plan shall be interpreted in a manner consistent with Code Section
162(m).



ARTICLE 10. STOCK UNITS




     10.1 Stock Unit Agreement. Each grant of Stock Units under the Plan shall
be evidenced by a Stock Unit Agreement between the recipient and the Company.
Such Stock Units shall be subject to all



14









 




applicable terms of the Plan and may be subject to any other terms that are not
inconsistent with the Plan. The provisions of the various Stock Unit Agreements
entered into under the Plan need not be identical. Stock Units may be granted in
consideration of a reduction in the recipient’s other compensation. Stock Units
may be granted alone or in addition to other Awards made under the Plan.




     10.2 Payment for Awards. To the extent that an Award is granted in the form
of Stock Units, no cash consideration shall be required of the Award recipients.



     10.3 Vesting Conditions. Each Award of Stock Units may or may not be
subject to vesting. Vesting shall occur, in full or in installments, upon
satisfaction of the conditions specified in the Stock Unit Agreement, including
achievement of one or more performance goals set forth in Section 11.3. A Stock
Unit Agreement may provide for accelerated vesting in the event of the
Participant’s death, Disability or Retirement or other events. The Committee may
determine, at the time of granting Stock Units or thereafter, that all or part
of such Stock Units shall become vested in the event that a Change in Control
occurs with respect to the Company, except as provided in the following
sentence. If the Company and the other party to the transaction constituting a
Change in Control agree that such transaction is to be treated as a “pooling of
interests” for financial reporting purposes, and if such transaction in fact is
so treated, then the acceleration of vesting shall not occur to the extent that
the Company’s independent accountants and such other party’s independent
accountants separately determine in good faith that such acceleration would
preclude the use of “pooling of interests” accounting.



     10.4 Voting and Dividend Rights. The holders of Stock Units shall have no
voting rights. Prior to settlement or forfeiture, any Stock Unit awarded under
the Plan may, at the Committee’s sole discretion, carry with it a right to
dividend equivalents. Such right entitles the holder to be credited with an
amount equal to all cash dividends paid on one Common Share while the Stock Unit
is outstanding. Dividend equivalents may be converted into additional Stock
Units. Settlement of dividend equivalents may be made in the form of cash, in
the form of Common Shares, or in a combination of both, as determined by the
Committee. Prior to distribution, any dividend equivalents that are not paid
shall be subject to the same conditions and restrictions as the Stock Units to
which they attach.



     10.5 Form and Time of Settlement of Stock Units. Settlement of vested Stock
Units may be made in the form of (a) cash, (b) Common Shares or (c) any
combination of both, as determined by the Committee. The actual number of Stock
Units eligible for settlement may be larger or smaller than the number included
in the original Award, based on predetermined performance factors. Methods of
converting Stock Units into cash may include (without limitation) a method based
on the average Fair Market Value of Common Shares over a series of trading days.
Vested Stock Units may be settled in a lump sum or in installments. The
distribution must occur or commence when all vesting conditions applicable to
the Stock Units have been satisfied or have lapsed. The amount of a deferred
distribution may be increased by an interest factor or by dividend equivalents.
Until an Award of Stock Units is settled, the number of such Stock Units shall
be subject to adjustment pursuant to Section 4.5.



15









 





ARTICLE 11. OTHER AWARDS AND PERFORMANCE-BASED AWARDS




     11.1 Performance Units. The Committee shall have authority to grant
Performance Units under the Plan at any time or from time to time. A Performance
Unit consists of the right to receive Common Shares or cash, as provided in the
particular Agreement, upon achievement of a performance goal or goals (as the
case may be) under Section 11.3. The Committee shall have complete discretion to
determine the number of Performance Units granted to each Participant and any
applicable conditions. Each award of Performance Units shall be evidenced by and
be subject to the terms of an Agreement. An award of Performance Units shall be
earned in accordance with the Agreement over a specified period of performance.
Unless expressly waived in the Agreement, an award of Performance Units must
vest solely on the attainment of one or more performance goals set forth in
Section 11.3 and in such case shall be subject to the terms and conditions set
forth therein. Performance Units may be granted alone or in addition to other
Awards made under the Plan.



     11.2
Other Awards. The Committee shall have authority to grant Other Awards under the Plan at any time and from time to time. An Other Award is a grant not
otherwise specifically provided for under the terms of the Plan that is valued
in whole or in part by reference to, or is otherwise based upon or settled in,
Common Shares. The grant of an Other Award shall be evidenced by an Agreement,
setting forth the terms and conditions of the Award as the Committee, in its
sole discretion within the terms of the Plan, deems desirable. Other Awards may
be awarded alone or in addition to other Awards made under the Plan.



     11.3 Provisions Relating to Code Section 162(m). Unless expressly waived
(either with respect to an individual Participant or a class of individual
Participants) in writing by the Committee, it is the intent of the Company that
Awards made to persons who are (or may become) Covered Employees within the
meaning of Section 162(m) of the Code shall constitute “qualified
performance-based compensation” satisfying the relevant requirements of Code
Section 162(m) and the guidance thereunder. Accordingly, the Plan shall be
administered and the provisions of the Plan shall be interpreted in a manner
consistent with Code Section 162(m). If any provision of the Plan or any
Agreement relating to such an Award does not comply or is inconsistent with the
requirements of Code Section 162(m), unless expressly waived as described above,
such provision shall be construed or deemed amended to the extent necessary to
conform to such requirements. In addition, the following provisions shall apply
to the Plan or an Award to the extent necessary to obtain a tax deduction for
the Company:




	 	(a)	 	Awards subject to this Section must vest (or may be granted or vest)
solely on the attainment of one or more objective performance goals
unrelated to term of employment. Awards will also be subject to the general vesting provisions provided in the Agreement and this Plan.
	 
	 	(b)	 	Prior to completion of 25% of the period of performance or such
earlier date as required under Section 162(m), the Committee must
establish performance goals (in accordance with subsection (d) below)
in writing (including but not limited to Committee minutes) for
Covered Employees who will receive Awards that are intended as
qualified performance-




16









 






	 	 	 	based compensation. The outcome of the goal must be
substantially uncertain at the time the Committee actually established the goal.






	 	(c)	 	The performance goal must state, in terms of an objective formula or
standard, the method for computing the Award payable to the
Participant if the goal is attained. The terms of the objective
formula or standard must prevent any discretion being exercised by the
Committee to later increase the amount payable that otherwise would be
due upon attainment of the goal, but may allow discretion to decrease
the amount payable.
	 
	 	(d)	 	The material terms of the performance goal must be disclosed to and
subsequently approved in a separate vote by the stockholders before
the payout is executed, unless they conform to one or any combination
of the following goals/targets, each determined in accordance with
generally accepted accounting principles or similar objective
standards (and/or each as may appear in the annual report to
stockholders, Form 10K or Form 10Q): revenue; earnings (including
earnings before interest, taxes, depreciation and amortization,
earnings before interest and taxes, and earnings before or after
taxes); operating income; net income; profit margins; earnings per
share; return on assets; return on equity; return on invested capital;
economic value-added; stock price; gross dollar volume; total
shareholder return; market share; book value; expense management; cash
flow; and customer satisfaction.




The foregoing criteria may relate to the Company, Affiliates, Subsidiaries, one
or more of their divisions or units, or any combination of the foregoing, and
may be applied on an absolute basis and/or be relative to one or more peer group
companies or indices, or any combination thereof, all as the Committee shall
determine.





	 	(e)	 	A combination of the above performance goals may be used with a
particular Agreement evidencing an Award.
	 
	 	(f)	 	The Committee in its sole discretion in setting the goals/targets in
the time prescribed above may provide for the making of equitable
adjustments (singularly or in combination) to the goals/targets in
recognition of unusual or nonrecurring events for the following
qualifying objective items: asset impairments under Statement of
Financial Accounting Standards No. 121, as amended or superseded;
acquisition-related charges; accruals for restructuring and/or
reorganization program charges; merger integration costs; merger
transaction costs; any profit or loss attributable to the business
operations of any entity or entities acquired during the period of
service to which the performance goal relates; tax settlements; any
extraordinary, unusual-in-nature, infrequent-in-occurrence, or other
nonrecurring items (not otherwise listed) as described in Accounting
Principles Board Opinion No. 30; any extraordinary, unusual-in-nature,
infrequent-in-occurrence, or other nonrecurring items (not otherwise
listed) in management’s discussion and analysis of financial condition
results of operations, selected financial data, financial statements
and/or in the footnotes, each as appearing in the annual report to
stockholders; unrealized gains or losses on investments; charges
related to derivative transactions contemplated by Statement of
Financial




17









 






	 	 	 	Accounting Standards No. 133, as amended or superseded; and
compensation charges related to FAS 123 (Revised) or its successor
provision.






	 	(g)	 	The Committee must certify in writing prior to payout that the
performance goals and any other material terms were in fact satisfied.
In the manner required by Section 162(m) of the Code, the Committee
shall, promptly after the date on which the necessary financial and
other information for a particular period of performance becomes
available, certify the extent to which performance goals have been
achieved with respect to any Award intended to qualify as
“performance-based compensation” under Section 162(m) of the Code. In
addition, the Committee may, in its discretion, reduce or eliminate
the amount of any Award payable to any Participant, based on such
factors as the Committee may deem relevant.





     (h) Limitation on Performance-Based Awards.




     (i) If an Option is canceled, the canceled Option continues to be
counted against the maximum number of shares for which Options may be
granted to the Participant under the Plan, but not towards the total
number of shares reserved and available under the Plan pursuant to
Sections 4.1 and 4.4.





     
(ii) During any fiscal year, the maximum number of Common Shares
for which Options and SAR’s may be granted to any Covered
Employee shall not exceed 25,000 shares.



     
(iii) During any fiscal year, the maximum payment hereunder for
performance-based compensation purposes under Code Section 162(m) to any Covered Employee shall not exceed $500,000.



In the case of an outstanding Award intended to qualify for the
performance-based compensation exception under Section 162(m), the Committee
shall not, without approval of a majority of the shareholders of the Company,
amend the Plan or the Award in a manner that would adversely affect the Award’s
continued qualification for the performance-based exception.




ARTICLE 12. LIMITATION ON PARACHUTE PAYMENTS




     12.1 Scope of Limitation. This Article 12 shall apply to an Award only if:




	 	(a)	 	The independent auditors most recently selected by the Board (the
“Auditors”) determine that the after-tax value of such Award to the
Participant, taking into account the effect of all federal, state and
local income taxes, employment taxes and excise taxes applicable to
the Participant (including the excise tax under section 4999 of the
Code), will be greater after the application of this Article than it
was before the application of this Article; or




18









 












	 	(b)	 	The Committee, at the time of making an Award under the Plan or at any
time thereafter, specifies in writing that such Award shall be subject
to this Article (regardless of the after-tax value of such Award to
the Participant).




If this
Article applies to an Award, it shall supersede any contrary provision of the Plan or of any Award granted under the Plan.




     12.2 Basic Rule. In the event that the independent auditors most recently
selected by the Board (the “Auditors”) determine that any payment or transfer by
the Company under the Plan to or for the benefit of a Participant (a “Payment”)
would be nondeductible by the Company for federal income tax purposes because of
the provisions concerning “excess parachute payments” in Section 280G of the
Code, then the aggregate present value of all Payments shall be reduced (but not
below zero) to the Reduced Amount. For purposes of this Article, the “Reduced
Amount” shall be the amount, expressed as a present value, which maximizes the
aggregate present value of the Payments without causing any Payment to be
nondeductible by the Company because of Section 280G of the Code.



     12.3 Reduction of Payments. If the Auditors determine that any Payment
would be nondeductible by the Company because of Section 280G of the Code, then
the Company shall promptly give the Participant notice to that effect and a copy
of the detailed calculation thereof and of the Reduced Amount, and the
Participant may then elect, in his or her sole discretion, which and how much of
the Payments shall be eliminated or reduced (as long as after such election the
aggregate present value of the Payments equals the Reduced Amount) and shall
advise the Company in writing of his or her election within 10 days of receipt
of notice. If no such election is made by the Participant within such 10-day
period, then the Company may elect which and how much of the Payments shall be
eliminated or reduced (as long as after such election the aggregate present
value of the Payments equals the Reduced Amount) and shall notify the
Participant promptly of such election. For purposes of this Article, present
value shall be determined in accordance with Section 280G(d)(4) of the Code. All
determinations made by the Auditors under this Article shall be binding upon the
Company and the Participant and shall be made within 60 days of the date when a
Payment becomes payable or transferable. As promptly as practicable following
such determination and the elections hereunder, the Company shall pay or
transfer to or for the benefit of the Participant such amounts as are then due
to him or her under the Plan and shall promptly pay or transfer to or for the
benefit of the Participant in the future such amounts as become due to him or
her under the Plan.



     12.4 Overpayments and Underpayments. As a result of uncertainty in the
application of Section 280G of the Code at the time of an initial determination
by the Auditors hereunder, it is possible that Payments will have been made by
the Company that should not have been made (an “Overpayment”) or that additional
Payments that will not have been made by the Company could have been made (an
“Underpayment”), consistent in each case with the calculation of the Reduced
Amount hereunder. In the event that the Auditors, based upon the assertion of a
deficiency by the Internal Revenue Service against the Company or the
Participant that the Auditors believe has a high probability of success,
determine that an Overpayment has been made, such Overpayment shall be treated
for all purposes as a loan to the Participant which he or she shall repay to the
Company, together with interest at the applicable federal rate



19









 




provided in Section 7872(f)(2) of the Code; provided, however, that no amount
shall be payable by the Participant to the Company if and to the extent that
such payment would not reduce the amount subject to taxation under Section 4999
of the Code. In the event that the Auditors determine that an Underpayment has
occurred, such Underpayment shall promptly be paid or transferred by the Company
to or for the benefit of the Participant, together with interest at the
applicable federal rate provided in Section 7872(f)(2) of the Code.




     12.5 Related Corporations. For purposes of this Article, the term “Company”
shall include affiliated corporations to the extent determined by the
Auditors in accordance with Section 280G(d)(5) of the Code.



ARTICLE 13. MISCELLANEOUS




     13.1 Death of Participant. Any Awards that become payable after a
Participant’s death shall be distributed to the Participant’s beneficiary or
beneficiaries. Each recipient of an Award under the Plan shall designate one or
more beneficiaries for this purpose by filing the prescribed form with the
Company. A beneficiary designation may be changed by filing the prescribed form
with the Company at any time before the Participant’s death. If no beneficiary
was designated or if no designated beneficiary survives the Participant, then
any Awards that becomes payable after the recipient’s death shall be distributed
to the recipient’s surviving spouse, and if there is no surviving spouse, to the
Participant’s estate.



     13.2 Awards Under Other Plans. The Company may grant awards under other
plans or programs. Such awards may be settled in the form of Common Shares
issued under this Plan. Such Common Shares shall be treated for all purposes
under the Plan like Common Shares issued in settlement of Stock Units and shall,
when issued, reduce the number of Common Shares available under Article 4.



     13.3 Non-Transferability. Except as otherwise provided in an Award
Agreement or domestic relations order, an Award is not transferable other than
as a result of a Participant’s death and shall be exercisable during the
Participant’s lifetime only by the Participant.



     13.4 Payment of Director’s Fees in Securities. No provision of this Section
shall be effective unless and until the Board has determined to
implement such provision.




	 	(a)	 	An Outside Director may elect to receive his or her annual retainer
payments and/or meeting fees from the Company in the form of cash,
NSOs, Restricted Shares or Stock Units, or a combination thereof, as
determined by the Board. Such NSOs, Restricted Shares and Stock Units
shall be issued under the Plan. An election under this Article 13
shall be filed with the Company on the prescribed form.
	 
	 	(b)	 	The number of NSOs, Restricted Shares or Stock Units to be granted to
Outside Directors in lieu of annual retainers and meeting fees that
would otherwise be paid in cash shall be calculated in a manner
determined by the Board. The terms of such NSOs, Restricted Shares or
Stock Units shall also be determined by the Board.





20









 





     13.5 Fractional Shares. No fractional Common Shares will be issued or
delivered under the Plan; however, the determination as to the number of shares
to be issued or delivered may, at the election of the Committee, be delayed to
December 31st of each year for the purpose of combining multiple awards to avoid
fractional shares. The Committee will determine whether cash, other Awards or
other property will be issued or paid in lieu of fractional shares or whether
fractional shares will forfeited or eliminated.



     13.6 Retention Rights. Neither the Plan nor any Award granted under the
Plan shall be deemed to give any individual a right to remain an Employee,
Outside Director or Consultant. The Company and its Parents, Subsidiaries and
Affiliates reserve the right to terminate the service of any Employee, Outside
Director or Consultant at any time, with or without cause, subject to applicable
laws, the Company’s charter and bylaws and a written employment agreement (if
any).



     13.7 Stockholders’ Rights. Other than those otherwise provided by the Plan
or in an Agreement, a Participant shall have no dividend rights, voting rights
or other rights as a stockholder with respect to any Common Shares covered by
his or her Award prior to the time when a stock certificate for such Common
Shares is issued or, if applicable, the time when he or she becomes entitled to
receive such Common Shares by filing any required notice of exercise and paying
any required Exercise Price. No adjustment shall be made for cash dividends or
other rights for which the record date is prior to such time, except as
expressly provided in the Plan.



     13.8 Regulatory Requirements. Any other provision of the Plan
notwithstanding, the obligation of the Company to issue Common Shares under the
Plan shall be subject to all applicable laws, rules and regulations and such
approval by any regulatory body as may be required. The Company reserves the
right to restrict, in whole or in part, the delivery of Common Shares pursuant
to any Award prior to the satisfaction of all legal requirements relating to the
issuance of such Common Shares, to their registration, qualification or listing
or to an exemption from registration, qualification or listing.



     13.9 Withholding Taxes. To the extent required by applicable federal,
state, local or foreign law, a Participant or his or her successor shall make
arrangements satisfactory to the Company for the satisfaction of any withholding
tax obligations that arise in connection with the Plan. The Company shall not be
required to issue any Common Shares or make any cash payment under the Plan
until such obligations are satisfied, and the failure of a Participant to
satisfy such requirements with respect to an Award shall cause such Award to be
forfeited



     The Committee may permit a Participant to satisfy all or part of his or her
withholding or income tax obligations by having the Company withhold all or a
portion of any Common Shares that otherwise would be issued to him or her or by
surrendering all or a portion of any Common Shares that he or she previously
acquired. Such Common Shares shall be valued at their Fair Market Value on the
date when taxes otherwise would be withheld in cash.



     13.10 Term of the Plan. The Plan, as set forth herein, is effective on May
31, 2006, and Awards may be made under the Plan until the expiration of ten (10)
years from such date; provided, however, that no Awards shall be made hereunder
until the shareholders of the Company approve the Plan; provided, further, that
no ISOs shall be granted on or after the 10th anniversary of the later of (a)
the date when the



21









 




Board adopted the Plan or (b) the date when the Board adopted the most recent
increase in the number of Common Shares available under Article 4 which was
approved by the Company’s stockholders.




     13.11 Modification, Extension and Renewal of Awards. Within the limitations
of the Plan, the Committee may modify, extend or renew outstanding Awards or
accept the cancellation of outstanding Awards (to the extent not previously
exercised) to make new Awards in substitution therefore, unless such
modification, extension or renewal would not satisfy any applicable requirements
of Rule 16b-3 of the Exchange Act. The foregoing notwithstanding, no
modification of an Award shall, without the consent of the Participant, alter or
impair any rights or obligations under any Award previously made.



     Any modification, extension or renewal hereunder to any Award that is
considered “deferred compensation” within the meaning of Section 409A of the
Code shall be made in compliance with the requirements of Code Section 409A. Any
modification, extension or renewal hereunder to any Award that is not considered
“deferred compensation” within the meaning of Code Section 409A shall be made in
a manner to ensure that after such action, the Grant either continues not to be
subject to Code Section 409A or complies with the requirements of Code Section
409A.



     13.12 No Fund Created. Any and all payments hereunder to recipients of
Awards hereunder shall be made from the general funds of the Company, and no
special or separate fund shall be established or other segregation of assets
made to assure such payments; provided that bookkeeping reserves may be
established in connection with the satisfaction of payment obligations
hereunder. The obligations of the Company under the Plan are unsecured and
constitute a mere promise by the Company to make benefit payments in the future,
and, to the extent that any person acquires a right to receive payments under
the Plan from the Company, such right shall be no greater than the right of a
general unsecured creditor of the Company.



     13.13 Code Section 409A Savings Clause.




	 	(a)	 	It is the intention of the Company that no Award shall be “deferred
compensation” subject to Section 409A of the Code, unless and to the
extent that the Committee specifically determines otherwise as
provided below, and the Plan and the terms and conditions of all
Awards shall be interpreted accordingly.
	 
	 	(b)	 	The terms and conditions governing any Awards that the Committee
determines will be subject to Section 409A of the Code, including any
rules for elective or mandatory deferral of the delivery of cash or
Common Shares pursuant thereto and any rules regarding treatment of
such Awards in the event of a Change in Control, shall be set forth in
the applicable Agreement and shall comply in all respects with Section
409A of the Code.
	 
	 	(c)	 	Following a Change in Control, no action shall be taken under the Plan
that will cause any Award that the Committee has previously determined
is subject to Section 409A of the Code to fail to comply in any
respect with Section 409A of the Code without the written consent of
the Participant.





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     13.14 Amendment or Termination. The Board may, at any time and for any
reason, amend or terminate the Plan. An amendment of the Plan shall be subject
to the approval of the Company’s stockholders only to the extent required by
applicable laws, regulations or rules. No Awards shall be granted under the Plan
after the termination thereof. The termination of the Plan, or any amendment
thereof, shall not affect any Award previously granted under the Plan.



     13.15 Severability. In the event any provision of the Plan shall be held
illegal or invalid, the illegality or invalidity shall not affect the remaining
parts of the Plan and the Plan shall be construed and enforced, to the extent
possible, as if the illegal or invalid provisions had not been included herein.



     13.16 Captions. The use of captions in the Plan is for convenience. The
captions are not intended to provide substantive rights and shall not be used in
construing the terms of the Plan.



     To record the adoption of the Plan by the Board, the Company has caused its
duly authorized officer to execute this document in the name of the Company.



     



	 	 	 	 	 
	 	MID-AMERICA BANCSHARES, INC.	 
	 
	 	By:  	  /s/ Gary L. Scott
 	 
	 	 	Gary L. Scott, Chairman 	 
	 	 	 	 



	 	 	 	 	 
	 	 	 
	Adopted by the Board of Directors — 	Attest:  	/s/ Jason K. West
 	 
	April 30, 2006  	 	Corporate Secretary 	 
	 
	 	 	 
	Adopted by the Shareholders — 	Attest:  	/s/ Jason K. West
 	 
	April 30, 2006 	 	Corporate Secretary 	 
	 	 	 	 
	 




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