dpdm_pre14a.htm





 





Exhibit
10.1


DOLPHIN
DIGITAL MEDIA, INC.

2017
EQUITY INCENTIVE PLAN

 

 Page



 


	
1

	
Purpose

	
1


	
2

	
Definitions

	
1


	
3

	
Administration.

	
5


	
4

	
Shares Subject to
Plan.

	
6



	
5

	
Eligibility;
Per-Participant Limitations

	
7



	
6

	
Specific Terms of
Awards.

	
7


	
7

	
Certain Provisions
Applicable to Awards.

	
11


	
8

	
Code Section 162(m)
Provisions.

	
13


	
9

	
Change in
Control.

	
14


	
10

	
General
Provisions.

	
16






 






 




 








 

 










	

 












DOLPHIN
DIGITAL MEDIA, INC.

2017
EQUITY INCENTIVE PLAN

 


1. Purpose.  The
purpose of this 2017 EQUITY INCENTIVE PLAN (the “Plan”)
is to assist Dolphin Digital Media, Inc., a Florida corporation and
its Related Entities (as hereinafter defined) in attracting,
motivating, retaining and rewarding high-quality executives and
other employees, officers, directors, consultants and other persons
who provide services to the Company or its Related Entities by
enabling such persons to acquire or increase a proprietary interest
in the Company in order to strengthen the mutuality of interests
between such persons and the Company’s shareholders, and
providing such persons with performance incentives to expend their
maximum efforts in the creation of shareholder value.

 


2. Definitions.  For
purposes of the Plan, the following terms shall be defined as set
forth below, in addition to such terms defined in Section 1 hereof
and elsewhere herein.

 

(a) “Award” means
any Option, Stock Appreciation Right, Restricted Stock Award,
Restricted Stock Unit Award, Share granted as a bonus or in lieu of
another Award, Dividend Equivalent, Other Stock-Based Award or
Performance Award, together with any other right or interest
relating to Shares or other property (including cash), granted to a
Participant under the Plan.

 

(b) “Award
Agreement” means any written agreement, contract or
other instrument or document evidencing any Award granted by the
Committee hereunder.

 

(c) “Beneficiary”
means the person, persons, trust or trusts that have been
designated by a Participant in his or her most recent written
beneficiary designation filed with the Committee to receive the
benefits specified under the Plan upon such Participant’s
death or to which Awards or other rights are transferred if and to
the extent permitted under Section 10(b) hereof.  If,
upon a Participant’s death, there is no designated
Beneficiary or surviving designated Beneficiary, then the term
Beneficiary means the Participant’s estate.

 

(d) “Beneficial
Owner” and “Beneficial
Ownership” shall have the meaning ascribed to such
term in Rule 13d-3 under the Exchange Act and any successor to such
Rule.

 

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

 

(f) “Cause” shall,
with respect to any Participant, have the meaning specified in the
Award Agreement.  In the absence of any definition in the
Award Agreement, “Cause” shall have the equivalent
meaning or the same meaning as “cause” or “for
cause” set forth in any employment, consulting, or other
agreement for the performance of services between the Participant
and the Company or a Related Entity or, in the absence of any such
agreement or any such definition in such agreement, such term shall
mean (i) the failure by the Participant to perform, in a reasonable
manner, his or her duties as assigned by the Company or a Related
Entity, (ii) any violation or breach by the Participant of his or
her employment, consulting or other similar agreement with the
Company or a Related Entity, if any, (iii) any violation or breach
by the Participant of any non-competition, non-solicitation,
non-disclosure and/or other similar agreement with the Company or a
Related Entity, (iv) any act by the Participant of dishonesty or
bad faith with respect to the Company or a Related Entity, (v) use
of alcohol, drugs or other similar substances in a manner that
adversely affects the Participant’s work performance, or (vi)
the commission by the Participant of any act, misdemeanor, or crime
reflecting unfavorably upon the Participant or the Company or any
Related Entity.  The good faith determination by the
Committee of whether the Participant’s Continuous Service was
terminated by the Company for “Cause” shall be final
and binding for all purposes hereunder.

 

(g) “Change in
Control” means a Change in Control as defined in
Section 9(b) of the Plan.

 

(h) “Code” means
the Internal Revenue Code of 1986, as amended from time to time,
including regulations thereunder and successor provisions and
regulations thereto.

 




 


 








 

 










	

 






 



(i) “Committee”
means a committee designated by the Board to administer the Plan;
provided, however, that if the Board fails to designate a committee
or if there are no longer any members on the committee so
designated by the Board, or for any other reason determined by the
Board, then the Board shall serve as the Committee. While it is
intended that the Committee shall consist of at least two
directors, each of whom shall be (i) a “non-employee
director” within the meaning of  Rule 16b-3 (or any
successor rule) under the Exchange Act, unless administration of
the Plan by “non-employee directors” is not then
required in order for exemptions under Rule 16b-3 to apply to
transactions under the Plan, (ii) an “outside director”
within the meaning of Section 162(m) of the Code, and (iii)
“Independent”, the failure of the Committee to be so
comprised shall not invalidate any Award that otherwise satisfies
the terms of the Plan.

 

(j) “Company” means
Dolphin Digital Media, Inc., a Florida corporation, and any
successor thereto.

 

(k) “Consultant”
means any consultant or advisor who provides services to the
Company or any Related Entity, so long as (i) such person renders
bona fide services that are not in connection with the offer and
sale of the Company’s securities in a capital-raising
transaction, (ii) such person does not directly or indirectly
promote or maintain a market for the Company’s securities,
and (iii) the identity of such person would not preclude the
Company from offering or selling securities to such person pursuant
to the Plan in reliance on either the exemption from registration
provided by Rule 701 under the Securities Act of 1933 or, if the
Company is required to file reports pursuant to Section 13 or 15(d)
of the Exchange Act, registration on a Form S-8 Registration
Statement under the Securities Act of 1933.

 

(l) “Continuous
Service” means the uninterrupted provision of services
to the Company or any Related Entity in any capacity of Employee,
Director, Consultant or other service
provider.  Continuous Service shall not be considered to
be interrupted in the case of (i) any approved leave of absence,
(ii) transfers among the Company, any Related Entities, or any
successor entities, in any capacity of Employee, Director,
Consultant or other service provider, or (iii) any change in status
as long as the individual remains in the service of the Company or
a Related Entity in any capacity of Employee, Director, Consultant
or other service provider (except as otherwise provided in the
Award Agreement).  An approved leave of absence shall
include sick leave, military leave, or any other authorized
personal leave.

 

(m) “Covered
Employee” means the Person who, as of the end of the
taxable year, either is the principal executive officer of the
Company or is serving as the acting principal executive officer of
the Company, and each other Person whose compensation is required
to be disclosed in the Company’s filings with the Securities
and Exchange Commission by reason of that person being among the
three highest compensated officers (other than the chief financial
officer) of the Company as of the end of a taxable year, or such
other person as shall be considered a “covered
employee” for purposes of Section 162(m) of the
Code.

 

(n) “Director”
means a member of the Board or the board of directors of any
Related Entity.

 

(o) “Disability”
means a permanent and total disability (within the meaning of
Section 22(e) of the Code), as determined by a medical doctor
satisfactory to the Committee.

 

(p) “Dividend
Equivalent” means a right, granted to a Participant
under Section 6(g) hereof, to receive cash, Shares, other Awards or
other property equal in value to dividends paid with respect to a
specified number of Shares, or other periodic
payments.

 

(q) “Effective
Date” means the effective date of the Plan, which
shall be the date on which this Plan is approved by shareholders of
the Company eligible to vote in the election of directors, by a
vote sufficient to meet the requirements of Sections 162(m) (if
applicable) and 422 of the Code, Rule 16b-3 under the Exchange Act
(if applicable), applicable requirements under the rules of any
securities exchange or automated quotation system on which the
Shares may be listed or quoted, and any other laws, regulations and
obligations of the Company applicable to the Plan.

 




 


 








 

 










	

 












(r) “Eligible
Person” means each officer, Director, Employee,
Consultant and other person who provides services to the Company or
any Related Entity.  The foregoing notwithstanding, only
Employees of the Company, or any parent corporation or subsidiary
corporation of the Company (as those terms are defined in Sections
424(e) and (f) of the Code, respectively), shall be Eligible
Persons for purposes of receiving any Incentive Stock
Options.  An Employee on leave of absence may, in the
discretion of the Committee, be considered as still in the employ
of the Company or a Related Entity for purposes of eligibility for
participation in the Plan.

 

(s) “Employee”
means any person, including an officer or Director, who is an
employee of the Company or any Related Entity, or is a prospective
employee of the Company or any Related Entity (conditioned upon and
effective not earlier than, such person becoming an employee of the
Company or any Related Entity).  The payment of a
director’s fee by the Company or a Related Entity shall not
be sufficient to constitute “employment” by the
Company.

 

(t) “Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to
time, including rules thereunder and successor provisions and rules
thereto.

 

(u) “Fair Market
Value” means the fair market value of Shares, Awards
or other property on the date as of which the value is being
determined, as determined by the Committee, or under procedures
established by the Committee, subject to the
following:

 

(i) If, on such date,
the Shares are listed on a national or regional securities exchange
or market system, the Fair Market Value of a Share shall be the
closing price of a Share (or the mean of the closing bid and asked
prices of a Share if the Share is so quoted instead) as quoted on
the Nasdaq National Market, The Nasdaq Small Cap Market or such
other national or regional securities exchange or market system
constituting the primary market for the Share, as reported in The
Wall Street Journal or such other source as the Company deems
reliable.  If the relevant date does not fall on a day on
which the Share has traded on such securities exchange or market
system, the date on which the Fair Market Value shall be
established shall be the last day on which the Share was so traded
prior to the relevant date, or such other appropriate day as shall
be determined by the Board, in its discretion.

 

(ii) If, on such date,
the Share are not listed on a national or regional securities
exchange or market system, the Fair Market Value of a Share shall
be as determined by the Board in good faith without regard to any
restriction other than a restriction which, by its terms, will
never lapse.

 

(v) “Incentive Stock
Option” means any Option intended to be designated as
an incentive stock option within the meaning of Section 422 of the
Code or any successor provision thereto.

 

(w) “Independent”,
when referring to either the Board or members of the Committee,
shall have the same meaning as used in the rules of the Listing
Market.

 

(x) “Incumbent
Board” means the Incumbent Board as defined in Section
9(b)(ii) hereof.

 

(y)   
“Listing
Market” means any national securities exchange on
which any securities of the Company are listed for trading, and if
not listed for trading, by the rules of the Nasdaq Stock
Market.

 

(z) “Option” means
a right granted to a Participant under Section 6(b) hereof, to
purchase Shares or other Awards at a specified price during
specified time periods.

 

(aa) “Optionee”
means a person to whom an Option is granted under this Plan or any
person who succeeds to the rights of such person under this
Plan.

 

(bb) “Other Stock-Based
Awards” means Awards granted to a Participant under
Section 6(i) hereof.

 




 

 








 

 










	

 












(cc) “Parent” means
any corporation (other than the Company), whether now or hereafter
existing, in an unbroken chain of corporations ending with the
Company, if each of the corporations in the chain (other than the
Company) owns stock possessing 50% or more of the combined voting
power of all classes of stock in one of the other corporations in
the chain.

 

(dd) “Participant”
means a person who has been granted an Award under the Plan which
remains outstanding, including a person who is no longer an
Eligible Person.

 

(ee) “Performance
Award” means any Award granted pursuant to Section
6(h) hereof.

 

(ff) “Performance
Period” means that period established by the Committee
at the time any Performance Award is granted or at any time
thereafter during which any performance goals specified by the
Committee with respect to such Award are to be
measured.

 

(gg) “Person” shall
have the meaning ascribed to such term in Section 3(a)(9) of
the Exchange Act and used in Sections 13(d) and 14(d) thereof, and
shall include a “group” as defined in Section 13(d)
thereof.

 

(hh) “Prior Plan”
means the Dolphin Digital Media, Inc. 2012 Omnibus Incentive
Compensation Plan.

 

(ii) “Related
Entity” means any Parent or Subsidiary, and any
business, corporation, partnership, limited liability company or
other entity designated by the Committee in which the Company, a
Parent or a Subsidiary holds a substantial ownership interest,
directly or indirectly and with respect to which the Company may
offer or sell securities pursuant to the Plan in reliance upon
either Rule 701 under the Securities Act of 1933 or, if the Company
is required to file reports pursuant to Section 13 or 15(d) of the
Exchange Act, registration on a Form S-8 Registration Statement
under the Securities Act of 1933.

 

(jj) “Restricted
Stock” means any Share issued with such risks of
forfeiture and other restrictions as the Committee, in its sole
discretion, may impose (including any restriction on the right to
vote such Share and the right to receive any dividends), which
restrictions may lapse separately or in combination at such time or
times, in installments or otherwise, as the Committee may deem
appropriate.

 

(kk) “Restricted Stock
Award” means an Award granted to a Participant under
Section 6(d) hereof.

 

(ll) “Restricted Stock
Unit” means a right to receive Shares, including
Restricted Stock, cash measured based upon the value of Shares, or
a combination thereof, at the end of a specified deferral
period.

 

(mm) “Restricted Stock Unit
Award” means an Award of Restricted Stock Units
granted to a Participant under Section 6(e) hereof.

 

(nn)
   “Restriction
Period” means the period of time specified by the
Committee that Restricted Stock Awards shall be subject to such
restrictions on transferability, risk of forfeiture and other
restrictions, if any, as the Committee may impose.

 

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

 

(pp) “Shares” means
the shares of common stock of the Company, par value $0.015 per
share, and such other securities as may be substituted (or
resubstituted) for Shares pursuant to Section 10(c)
hereof.

 

(qq) “Stock Appreciation
Right” means a right granted to a Participant under
Section 6(c) hereof.

 




 

 








 

 










	

 












(rr) “Subsidiary”
means any corporation or other entity in which the Company has a
direct or indirect ownership interest of 50% or more of the total
combined voting power of the then outstanding securities or
interests of such corporation or other entity entitled to vote
generally in the election of directors or in which the Company has
the right to receive 50% or more of the distribution of profits or
50% or more of the assets on liquidation or
dissolution.

 

(ss) “Substitute
Awards” means Awards granted or Shares issued by the
Company in assumption of, or in substitution or exchange for,
Awards previously granted, or the right or obligation to make
future Awards, by a company (i) acquired by the Company or any
Related Entity, (ii) which becomes a Related Entity after the date
hereof, or (iii) with which the Company or any Related Entity
combines.

 


3. Administration.

 

(a) Authority of the
Committee.  The Plan shall be administered by the
Committee, except to the extent (and subject to the limitations
imposed by Section 3(b) hereof) the Board elects to administer the
Plan, in which case the Plan shall be administered by only those
members of the Board who are Independent members of the Board, in
which case references herein to the “Committee” shall
be deemed to include references to the Independent members of the
Board.  The Committee shall have full and final
authority, subject to and consistent with the provisions of the
Plan, to select Eligible Persons to become Participants, grant
Awards, determine the type, number and other terms and conditions
of, and all other matters relating to, Awards, prescribe Award
Agreements (which need not be identical for each Participant) and
rules and regulations for the administration of the Plan, construe
and interpret the Plan and Award Agreements and correct defects,
supply omissions or reconcile inconsistencies therein, and to make
all other decisions and determinations as the Committee may deem
necessary or advisable for the administration of the
Plan.  In exercising any discretion granted to the
Committee under the Plan or pursuant to any Award, the Committee
shall not be required to follow past practices, act in a manner
consistent with past practices, or treat any Eligible Person or
Participant in a manner consistent with the treatment of any other
Eligible Persons or Participants.  Decisions of the
Committee shall be final, conclusive and binding on all persons or
entities, including the Company, any Related Entity or any
Participant or Beneficiary, or any transferee under Section 10(b)
hereof or any other person claiming rights from or through any of
the foregoing persons or entities.

 

(b) Manner of Exercise of
Committee Authority.  The Committee, and not the
Board, shall exercise sole and exclusive discretion (i) on any
matter relating to a Participant then subject to Section 16 of
the Exchange Act with respect to the Company to the extent
necessary in order that transactions by such Participant shall be
exempt under Rule 16b-3 under the Exchange Act, (ii) with respect
to any Award that is intended to qualify as
“performance-based compensation” under Section 162(m),
to the extent necessary in order for such Award to so
qualify.  The express grant of any specific power to the
Committee, and the taking of any action by the Committee, shall not
be construed as limiting any power or authority of the
Committee.  The Committee may delegate to members of the
Board, or officers or managers of the Company or any Related
Entity, or committees thereof, the authority, subject to such terms
and limitations as the Committee shall determine, to perform such
functions, including administrative functions as the Committee may
determine to the extent that such delegation will not result in the
loss of an exemption under Rule 16b-3(d)(1) for Awards granted to
Participants subject to Section 16 of the Exchange Act in respect
of the Company and will not cause Awards intended to qualify as
“performance-based compensation” under Code Section
162(m) to fail to so qualify.  The Committee may appoint
agents to assist it in administering the Plan.

 

(c) Limitation of
Liability.  The Committee and the Board, and each
member thereof, shall be entitled to, in good faith, rely or act
upon any report or other information furnished to him or her by any
officer or Employee, the Company’s independent auditors,
Consultants or any other agents assisting in the administration of
the Plan.  Members of the Committee and the Board, and
any officer or Employee acting at the direction or on behalf of the
Committee or the Board, shall not be personally liable for any
action or determination taken or made in good faith with respect to
the Plan, and shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to any such
action or determination.

 




 

 








 

 










	

 













4. Shares
Subject to Plan.

 

(a) Limitation on Overall
Number of Shares Available for Delivery Under
Plan.  Subject to adjustment as provided in
Section 10(c) hereof, the total number of Shares reserved and
available for delivery under the Plan shall be 2,000,000 Shares.
Any Shares delivered under the Plan may consist, in whole or in
part, of authorized and unissued shares or treasury
shares.

 

(b) Application of Limitation
to Grants of Awards.  No Award may be granted if
the number of Shares to be delivered in connection with such an
Award exceeds the number of Shares remaining available for delivery
under the Plan, minus the number of Shares that would be counted
against the limit upon settlement of or relating to then
outstanding Awards.  The Committee may adopt reasonable
counting procedures to ensure appropriate counting, avoid double
counting (as, for example, in the case of tandem or substitute
awards) and make adjustments if the number of Shares actually
delivered differs from the number of Shares previously counted in
connection with an Award.

 

(c) Availability of Shares Not
Delivered under Awards and Adjustments to
Limits.

 

(i) If any Shares
subject to an Award are forfeited, expire or otherwise terminate
without issuance of such Shares, or any Award is settled for cash
or otherwise does not result in the issuance of all or a portion of
the Shares subject to such Award, the Shares to which those Awards
were subject, shall, to the extent of such forfeiture, expiration,
termination, non-issuance or cash settlement, again be available
for delivery with respect to Awards under the Plan, subject to
Section 4(c)(iii) and (iv) below.

 

(ii) In the event that
any Option or other Award granted under this Plan is exercised
through the tendering of Shares (either actually or by attestation)
or by the withholding of Shares by the Company, or withholding tax
liabilities arising from such Option or other Award, are satisfied
by the tendering of Shares (either actually or by attestation) or
by the withholding of Shares by the Company, then only the number
of Shares issued net of the Shares tendered or withheld shall be
counted for purposes of determining the maximum number of
Shares available for grant under the Plan.

 

(iii) Substitute Awards
shall not reduce the Shares authorized for delivery under the Plan
or authorized for delivery to a Participant in any
period.  Additionally, in the event that an entity
acquired by the Company or any Related Entity or with which the
Company or any Related Entity combines has shares available under a
pre-existing plan approved by its shareholders and not adopted in
contemplation of such acquisition or combination, the shares
available for delivery pursuant to the terms of such pre-existing
plan (as adjusted, to the extent appropriate, using the exchange
ratio or other adjustment or valuation ratio or formula used in
such acquisition or combination to determine the consideration
payable to the holders of common stock of the entities party to
such acquisition or combination) may be used for Awards under the
Plan and shall not reduce the Shares authorized for delivery under
the Plan if and to the extent that the use of such Shares would not
require approval of the Company’s shareholders under the
rules of the Listing Market.  Awards using such available
shares shall not be made after the date awards or grants could have
been made under the terms of the pre-existing plan, absent the
acquisition or combination, and shall only be made to individuals
who were not Employees or Directors prior to such acquisition or
combination.

 

(iv) Any Share that
again becomes available for delivery pursuant to this Section 4(c)
shall be added back as one (1) Share.

 

(v) Notwithstanding
anything in this Section 4(c) to the contrary but subject to
adjustment as provided in Section 10(c) hereof, the maximum
aggregate number of Shares that may be delivered under the Plan as
a result of the exercise of the Incentive Stock Options shall be
2,000,000 Shares.  In no event shall any Incentive Stock
Options be granted under the Plan after the tenth anniversary of
the date on which the Board adopts the Plan.

 

(d) No Awards Under Prior
Plan.  In light of the adoption of this Plan, no
awards shall be made under the Prior Plan after the Effective
Date.

 




 

 








 

 










	

 













5. Eligibility;
Per-Participant Limitations

 

.  Awards
may be granted under the Plan only to Eligible
Persons.  Subject to adjustment as provided in Section
10(c) of this Plan, in any fiscal year of the Company during any
part of which the Plan is in effect, no Participant may be granted
(i) Options and/or Stock Appreciation Rights with respect to more
than 600,000 Shares or (ii) Restricted Stock and/or Other
Stock-Based Awards payable in Shares and that are subject to
Section 8 hereof, with respect to more than 600,000
Shares.  In addition, the maximum dollar value payable to
any one Participant with respect to any Awards that are subject to
Section 8 hereof, and that are payable in cash or other property
other than Shares is (x) $1,000,000 with respect to any 12 month
Performance Period (pro-rated for any Performance Period that is
less than 12 months based upon the ratio of the number of days in
the Performance Period as compared to 365), and (y) with respect to
any Performance Period that is more than 12 months,
$2,000,000.

 


6. Specific
Terms of Awards.

 

(a) General.  Awards
may be granted on the terms and conditions set forth in this
Section 6.  In addition, the Committee may impose on any
Award or the exercise thereof, at the date of grant or thereafter
(subject to Section 10(e) hereof), such additional terms and
conditions, not inconsistent with the provisions of the Plan, as
the Committee shall determine, including terms requiring forfeiture
of Awards in the event of termination of the Participant’s
Continuous Service and terms permitting a Participant to make
elections relating to his or her Award.  Except as
otherwise expressly provided herein, the Committee shall retain
full power and discretion to accelerate, waive or modify, at any
time, any term or condition of an Award that is not mandatory under
the Plan.  Except in cases in which the Committee is
authorized to require other forms of consideration under the Plan,
or to the extent other forms of consideration must be paid to
satisfy the requirements of Florida law, no consideration other
than services may be required for the grant (as opposed to the
exercise) of any Award.

 

(b) Options.  The
Committee is authorized to grant Options to any Eligible Person on
the following terms and conditions:

 

(i) Exercise
Price.  Other than in connection with Substitute
Awards, the exercise price per Share purchasable under an Option
shall be determined by the Committee, provided that such exercise
price shall not be less than 100% of the Fair Market Value of a
Share on the date of grant of the Option and shall not, in any
event, be less than the par value of a Share on the date of grant
of the Option.  If an Employee owns or is deemed to own
(by reason of the attribution rules applicable under Section 424(d)
of the Code) more than 10% of the combined voting power of all
classes of stock of the Company (or any parent corporation or
subsidiary corporation of the Company, as those terms are defined
in Sections 424(e) and (f) of the Code, respectively) and an
Incentive Stock Option is granted to such Employee, the exercise
price of such Incentive Stock Option (to the extent required by the
Code at the time of grant) shall be no less than 110% of the Fair
Market Value of a Share on the date such Incentive Stock Option is
granted.

 

(ii) Time and Method of
Exercise.  The Committee shall determine the time
or times at which or the circumstances under which an Option may be
exercised in whole or in part (including based on achievement of
performance goals and/or future service requirements), the method
by which notice of exercise is to be given and the form of exercise
notice to be used, the time or times at which Options shall cease
to be or become exercisable following termination of Continuous
Service or upon other conditions, the methods by which the exercise
price may be paid or deemed to be paid (including in the discretion
of the Committee a cashless exercise procedure), the form of such
payment, including, without limitation, cash, Shares (including
without limitation the withholding of Shares otherwise deliverable
pursuant to the Award), other Awards or awards granted under other
plans of the Company or a Related Entity, or other property
(including notes or other contractual obligations of Participants
to make payment on a deferred basis provided that such deferred
payments are not in violation of Section 13(k) of the Exchange Act,
or any rule or regulation adopted thereunder or any other
applicable law), and the methods by or forms in which Shares will
be delivered or deemed to be delivered to
Participants.

 

(iii) Form of
Settlement.  The Committee may, in its
sole discretion, provide that the Shares to be issued upon exercise
of an Option shall be in the form of Restricted Stock or other
similar securities.

 




 

 








 

 










	

 












(iv) Incentive Stock
Options.  The terms of any Incentive Stock Option
granted under the Plan shall comply in all respects with the
provisions of Section 422 of the Code.  Anything in the
Plan to the contrary notwithstanding, no term of the Plan relating
to Incentive Stock Options (including any Stock Appreciation Right
issued in tandem therewith) shall be interpreted, amended or
altered, nor shall any discretion or authority granted under the
Plan be exercised, so as to disqualify either the Plan or any
Incentive Stock Option under Section 422 of the Code, unless the
Participant has first requested, or consents to, the change that
will result in such disqualification.  Thus, if and to
the extent required to comply with Section 422 of the Code, Options
granted as Incentive Stock Options shall be subject to the
following special terms and conditions:

 

(A) the Option shall
not be exercisable for more than ten years after the date such
Incentive Stock Option is granted; provided, however, that if a
Participant owns or is deemed to own (by reason of the attribution
rules of Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company (or any parent
corporation or subsidiary corporation of the Company, as those
terms are defined in Sections 424(e) and (f) of the Code,
respectively) and the Incentive Stock Option is granted to such
Participant, the term of the Incentive Stock Option shall be (to
the extent required by the Code at the time of the grant) for no
more than five years from the date of grant;

 

(B) the aggregate Fair
Market Value (determined as of the date the Incentive Stock Option
is granted) of the Shares with respect to which Incentive Stock
Options granted under the Plan and all other option plans of the
Company (and any parent corporation or subsidiary corporation of
the Company, as those terms are defined in Sections 424(e) and (f)
of the Code, respectively) that become exercisable for the first
time by the Participant during any calendar year shall not (to the
extent required by the Code at the time of the grant) exceed
$100,000; and

 

(C) if Shares acquired
by exercise of an Incentive Stock Option are disposed of within two
years following the date the Incentive Stock Option is granted or
one year following the transfer of such Shares to the Participant
upon exercise, the Participant shall, promptly following such
disposition, notify the Company in writing of the date and terms of
such disposition and provide such other information regarding the
disposition as the Committee may reasonably require.

 

(c) Stock Appreciation
Rights.  The Committee may grant Stock
Appreciation Rights to any Eligible Person in conjunction with all
or part of any Option granted under the Plan or at any subsequent
time during the term of such Option (a “Tandem Stock
Appreciation Right”), or without regard to any Option (a
“Freestanding Stock Appreciation Right”), in each case
upon such terms and conditions as the Committee may establish in
its sole discretion, not inconsistent with the provisions of the
Plan, including the following:

 

(i) Right to
Payment.  A Stock Appreciation Right shall confer
on the Participant to whom it is granted a right to receive, upon
exercise thereof, the excess of (A) the Fair Market Value of one
Share on the date of exercise over (B) the grant price of the Stock
Appreciation Right as determined by the Committee.  The
grant price of a Stock Appreciation Right shall not be less than
100% of the Fair Market Value of a Share on the date of grant, in
the case of a Freestanding Stock Appreciation Right, or less than
the associated Option exercise price, in the case of a Tandem Stock
Appreciation Right.

 

(ii) Other
Terms.  The Committee shall determine at the date
of grant or thereafter, the time or times at which and the
circumstances under which a Stock Appreciation Right may be
exercised in whole or in part (including based on achievement of
performance goals and/or future service requirements), the time or
times at which Stock Appreciation Rights shall cease to be or
become exercisable following termination of Continuous Service or
upon other conditions, the method of exercise, method of
settlement, form of consideration payable in settlement, method by
or forms in which Shares will be delivered or deemed to be
delivered to Participants, whether or not a Stock Appreciation
Right shall be in tandem or in combination with any other Award,
and any other terms and conditions of any Stock Appreciation
Right.

 




 

 








 

 










	

 












(iii) Tandem Stock Appreciation
Rights.  Any Tandem Stock Appreciation Right may
be granted at the same time as the related Option is granted or,
for Options that are not Incentive Stock Options, at any time
thereafter before exercise or expiration of such
Option.  Any Tandem Stock Appreciation Right related to
an Option may be exercised only when the related Option would be
exercisable and the Fair Market Value of the Shares subject to the
related Option exceeds the exercise price at which Shares can be
acquired pursuant to the Option.  In addition, if a
Tandem Stock Appreciation Right exists with respect to less than
the full number of Shares covered by a related Option, then an
exercise or termination of such Option shall not reduce the number
of Shares to which the Tandem Stock Appreciation Right applies
until the number of Shares then exercisable under such Option
equals the number of Shares to which the Tandem Stock Appreciation
Right applies. Any Option related to a Tandem Stock Appreciation
Right shall no longer be exercisable to the extent the Tandem Stock
Appreciation Right has been exercised, and any Tandem Stock
Appreciation Right shall no longer be exercisable to the extent the
related Option has been exercised.

 

(d) Restricted Stock
Awards.  The Committee is authorized to grant
Restricted Stock Awards to any Eligible Person on the following
terms and conditions:

 

(i) Grant and
Restrictions.  Restricted Stock Awards shall be
subject to such restrictions on transferability, risk of forfeiture
and other restrictions, if any, as the Committee may impose, or as
otherwise provided in this Plan during the Restriction
Period.  The terms of any Restricted Stock Award granted
under the Plan shall be set forth in a written Award Agreement
which shall contain provisions determined by the Committee and not
inconsistent with the Plan.  The restrictions may lapse
separately or in combination at such times, under such
circumstances (including based on achievement of performance goals
and/or future service requirements), in such installments or
otherwise, as the Committee may determine at the date of grant or
thereafter.  Except to the extent restricted under the
terms of the Plan and any Award Agreement relating to a Restricted
Stock Award, a Participant granted Restricted Stock shall have all
of the rights of a shareholder, including the right to vote the
Restricted Stock and the right to receive dividends thereon
(subject to any mandatory reinvestment or other requirement imposed
by the Committee).  During the period that the Restricted
Stock Award is subject to a risk of forfeiture, subject to Section
10(b) below and except as otherwise provided in the Award
Agreement, the Restricted Stock may not be sold, transferred,
pledged, hypothecated, margined or otherwise encumbered by the
Participant or Beneficiary.

 

(ii) Forfeiture.  Except
as otherwise determined by the Committee, upon termination of a
Participant’s Continuous Service during the applicable
Restriction Period, the Participant’s Restricted Stock that
is at that time subject to a risk of forfeiture that has not lapsed
or otherwise been satisfied shall be forfeited and reacquired by
the Company; provided that the Committee may provide, by resolution
or other action or in any Award Agreement, or may determine in any
individual case, that forfeiture conditions relating to Restricted
Stock Awards shall be waived in whole or in part in the event of
terminations resulting from specified causes, and the Committee may
in other cases waive in whole or in part the forfeiture of
Restricted Stock.

 

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

 

(iv) Dividends and
Splits.  As a condition to the grant of a
Restricted Stock Award, the Committee may require or permit a
Participant to elect that any cash dividends paid on a Share of
Restricted Stock be automatically reinvested in additional Shares
of Restricted Stock or applied to the purchase of additional Awards
under the Plan, or except as otherwise provided in the last
sentence of Section 6(h) hereof, may require that payment be
delayed (with or without interest at such rate, if any, as the
Committee shall determine) and remain subject to restrictions and a
risk of forfeiture to the same extent as the Restricted Stock with
respect to which such cash dividend is payable, in each case in a
manner that does not violate the requirements of Section 409A of
the Code.  Unless otherwise determined by the Committee,
Shares distributed in connection with a stock split or stock
dividend, and other property distributed as a dividend, shall be
subject to restrictions and a risk of forfeiture to the same extent
as the Restricted Stock with respect to which such Shares or other
property have been distributed.

 




 


 








 

 










	

 












(e) Restricted Stock Unit
Award.  The Committee is authorized to grant
Restricted Stock Unit Awards to any Eligible Person on the
following terms and conditions:

 

(i) Award and
Restrictions.  Satisfaction of a Restricted Stock
Unit Award shall occur upon expiration of the deferral period
specified for such Restricted Stock Unit Award by the Committee
(or, if permitted by the Committee, as elected by the Participant
in a manner that does not violate the requirements of Section 409A
of the Code).  In addition, a Restricted Stock Unit Award
shall be subject to such restrictions (which may include a risk of
forfeiture) as the Committee may impose, if any, which restrictions
may lapse at the expiration of the deferral period or at earlier
specified times (including based on achievement of performance
goals and/or future service requirements), separately or in
combination, in installments or otherwise, as the Committee may
determine.  A Restricted Stock Unit Award may be
satisfied by delivery of Shares, cash equal to the Fair Market
Value of the specified number of Shares covered by the Restricted
Stock Units, or a combination thereof, as determined by the
Committee at the date of grant or thereafter.  Prior to
satisfaction of a Restricted Stock Unit Award, a Restricted Stock
Unit Award carries no voting or dividend or other rights associated
with Share ownership.  Prior to satisfaction of a
Restricted Stock Unit Award, except as otherwise provided in an
Award Agreement and as permitted under Section 409A of the Code, a
Restricted Stock Unit Award may not be sold, transferred, pledged,
hypothecated, margined or otherwise encumbered by the Participant
or any Beneficiary.

 

(ii) Forfeiture.  Except
as otherwise determined by the Committee, upon termination of a
Participant’s Continuous Service during the applicable
deferral period or portion thereof to which forfeiture conditions
apply (as provided in the Award Agreement evidencing the Restricted
Stock Unit Award), the Participant’s Restricted Stock Unit
Award that is at that time subject to a risk of forfeiture that has
not lapsed or otherwise been satisfied shall be forfeited; provided
that the Committee may provide, by resolution or other action or in
any Award Agreement, or may determine in any individual case, that
forfeiture conditions relating to a Restricted Stock Unit Award
shall be waived in whole or in part in the event of terminations
resulting from specified causes, and the Committee may in other
cases waive in whole or in part the forfeiture of any Restricted
Stock Unit Award.

 

(iii) Dividend
Equivalents.  Unless otherwise determined by the
Committee at the date of grant, and except as otherwise provided in
the last sentence of Section 6(h) hereof, any Dividend Equivalents
that are granted with respect to any Restricted Stock Unit Award
shall be either (A) paid with respect to such Restricted Stock Unit
Award at the dividend payment date in cash or in Shares of
unrestricted stock having a Fair Market Value equal to the amount
of such dividends, or (B) deferred (with or without interest as
determined by the Committee in its sole discretion) with respect to
such Restricted Stock Unit Award and may require or permit the
amount or value thereof automatically deemed reinvested in
additional Restricted Stock Units, other Awards or other investment
vehicles, as the Committee shall determine or permit the
Participant to elect.  The applicable Award Agreement
shall specify whether any Dividend Equivalents shall be paid at the
dividend payment date, deferred or deferred at the election of the
Participant.  If the Participant may elect to defer the
Dividend Equivalents, such election shall be made within 30 days
after the grant date of the Restricted Stock Unit Award, but in no
event later than 12 months before the first date on which any
portion of such Restricted Stock Unit Award vests (or at such other
times prescribed by the Committee as shall not result in a
violation of Section 409A of the Code).

 

(f) Bonus Stock and Awards in
Lieu of Obligations.  The Committee is authorized
to grant Shares to any Eligible Persons as a bonus, or to grant
Shares or other Awards in lieu of obligations to pay cash or
deliver other property under the Plan or under other plans or
compensatory arrangements, provided that, in the case of Eligible
Persons subject to Section 16 of the Exchange Act, the amount of
such grants remains within the discretion of the Committee to the
extent necessary to ensure that acquisitions of Shares or other
Awards are exempt from liability under Section 16(b) of the
Exchange Act.  Shares or Awards granted hereunder shall
be subject to such other terms as shall be determined by the
Committee.

 




 


 








 

 










	

 












(g) Dividend
Equivalents.  The Committee is authorized to grant
Dividend Equivalents to any Eligible Person entitling the Eligible
Person to receive cash, Shares, other Awards, or other property
equal in value to the dividends paid with respect to a specified
number of Shares, or other periodic payments.  Dividend
Equivalents may be awarded on a free-standing basis or in
connection with another Award.  The Committee may provide
that Dividend Equivalents shall be paid or distributed when accrued
or at some later date, or whether such Dividend Equivalents shall
be deemed to have been reinvested in additional Shares, Awards, or
other investment vehicles, and subject to such restrictions on
transferability and risks of forfeiture, as the Committee may
specify.  Any such determination by the Committee shall
be made at the grant date of the applicable
Award.  Notwithstanding the foregoing, Dividend
Equivalents credited in connection with an Award that vests based
on the achievement of performance goals shall be subject to
restrictions and risk of forfeiture to the same extent as the Award
with respect to which such Dividend Equivalents have been
credited.

 

(h) Performance
Awards.  The Committee is authorized to grant
Performance Awards to any Eligible Person payable in cash, Shares,
or other Awards, on terms and conditions established by the
Committee, subject to the provisions of Section 8 if and to the
extent that the Committee shall, in its sole discretion, determine
that an Award shall be subject to those provisions.  The
performance criteria to be achieved during any Performance Period
and the length of the Performance Period shall be determined by the
Committee upon the grant of each Performance
Award.  Except as provided in Section 9 or as may be
provided in an Award Agreement, Performance Awards will be
distributed only after the end of the relevant Performance
Period.  The performance goals to be achieved for each
Performance Period shall be conclusively determined by the
Committee and may be based upon the criteria set forth in Section
8(b), or in the case of an Award that the Committee determines
shall not be subject to Section 8 hereof, any other criteria that
the Committee, in its sole discretion, shall determine should be
used for that purpose.  The amount of the Award to be
distributed shall be conclusively determined by the
Committee.  Performance Awards may be paid in a lump sum
or in installments following the close of the Performance Period
or, in accordance with procedures established by the Committee, on
a deferred basis in a manner that does not violate the requirements
of Section 409A of the Code.

 

(i) Other Stock-Based
Awards.  The Committee is authorized, subject to
limitations under applicable law, to grant to any Eligible Person
such other Awards that may be denominated or payable in, valued in
whole or in part by reference to, or otherwise based on, or related
to, Shares, as deemed by the Committee to be consistent with the
purposes of the Plan.  Other Stock-Based Awards may be
granted to Participants either alone or in addition to other Awards
granted under the Plan, and such Other Stock-Based Awards shall
also be available as a form of payment in the settlement of other
Awards granted under the Plan.  The Committee shall
determine the terms and conditions of such
Awards.  Shares delivered pursuant to an Award in the
nature of a purchase right granted under this Section 6(i) shall be
purchased for such consideration, (including without limitation
loans from the Company or a Related Entity provided that such loans
are not in violation of Section 13(k) of the Exchange Act or any
rule or regulation adopted thereunder or any other applicable law)
paid for at such times, by such methods, and in such forms,
including, without limitation, cash, Shares, other Awards or other
property, as the Committee shall determine.

 


7. Certain
Provisions Applicable to Awards.

 

(a) Stand-Alone, Additional,
Tandem, and Substitute Awards.  Awards granted
under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution
or exchange for, any other Award or any award granted under another
plan of the Company, any Related Entity, or any business entity to
be acquired by the Company or a Related Entity, or any other right
of a Participant to receive payment from the Company or any Related
Entity.  Such additional, tandem, and substitute or
exchange Awards may be granted at any time.  If an Award
is granted in substitution or exchange for another Award or award,
the Committee shall require the surrender of such other Award or
award in consideration for the grant of the new
Award.  In addition, Awards may be granted in lieu of
cash compensation, including in lieu of cash amounts payable under
other plans of the Company or any Related Entity, in which the
value of Shares subject to the Award is equivalent in value to the
cash compensation (for example, Restricted Stock or Restricted
Stock Units), or in which the exercise price, grant price or
purchase price of the Award in the nature of a right that may be
exercised is equal to the Fair Market Value of the underlying
Shares minus the value of the cash compensation surrendered (for
example, Options or Stock Appreciation Right granted with an
exercise price or grant price “discounted” by the
amount of the cash compensation surrendered), provided that any
such determination to grant an Award in lieu of cash compensation
must be made in a manner intended to be exempt from or comply with
Section 409A of the Code.

 




 


 








 

 










	

 












(b) Term of
Awards.  The term of each Award shall be for such
period as may be determined by the Committee; provided that in no
event shall the term of any Option or Stock Appreciation Right
exceed a period of ten years (or in the case of an Incentive Stock
Option such shorter term as may be required under Section 422 of
the Code).

 

(c) Form and Timing of Payment
Under Awards; Deferrals.  Subject to the terms of
the Plan and any applicable Award Agreement, payments to be made by
the Company or a Related Entity upon the exercise of an Option or
other Award or settlement of an Award may be made in such forms as
the Committee shall determine, including, without limitation, cash,
Shares, other Awards or other property, and may be made in a single
payment or transfer, in installments, or on a deferred basis,
provided that any determination to pay in installments or on a
deferred basis shall be made by the Committee at the date of
grant.  Any installment or deferral provided for in the
preceding sentence shall, however, subject to the terms of the
Plan, be subject to the Company’s compliance with the
provisions of the Sarbanes-Oxley Act of 2002, as amended, the rules
and regulations adopted by the Securities and Exchange Commission
thereunder, all applicable rules of the Listing Market and any
other applicable law, and in a manner intended to be exempt from or
otherwise satisfy the requirements of Section 409A of the
Code.  Subject to Section 7(e) of this Plan, the
settlement of any Award may be accelerated, and cash paid in lieu
of Shares in connection with such settlement, in the sole
discretion of the Committee or upon occurrence of one or more
specified events (in addition to a Change in
Control).  Any such settlement shall be at a value
determined by the Committee in its sole discretion, which, without
limitation, may in the case of an Option or Stock Appreciation
Right be limited to the amount if any by which the Fair Market
Value of a Share on the settlement date exceeds the exercise or
grant price.  Installment or deferred payments may be
required by the Committee (subject to Section 7(e) of this Plan,
including the consent provisions thereof in the case of any
deferral of an outstanding Award not provided for in the original
Award Agreement) or permitted at the election of the Participant on
terms and conditions established by the Committee.  The
acceleration of the settlement of any Award, and the payment of any
Award in installments or on an deferred basis, all shall be done in
a manner that is intended to be exempt from or otherwise satisfy
the requirements of Section 409A of the Code.  The
Committee may, without limitation, make provision for the payment
or crediting of a reasonable interest rate on installment or
deferred payments or the grant or crediting of Dividend Equivalents
or other amounts in respect of installment or deferred payments
denominated in Shares.

 

(d) Exemptions from Section
16(b) Liability.  It is the intent of the Company
that the grant of any Awards to or other transaction by a
Participant who is subject to Section 16 of the Exchange Act shall
be exempt from Section 16 pursuant to an applicable exemption
(except for transactions acknowledged in writing to be non-exempt
by such Participant).  Accordingly, if any provision of
this Plan or any Award Agreement does not comply with the
requirements of Rule 16b-3 then applicable to any such transaction,
such provision shall be construed or deemed amended to the extent
necessary to conform to the applicable requirements of Rule 16b-3
so that such Participant shall avoid liability under Section
16(b).

 

(e) Code Section
409A.

 

(i) The Award Agreement
for any Award that the Committee reasonably determines to
constitute a “nonqualified deferred compensation plan”
under Section 409A of the Code (a “Section 409A Plan”),
and the provisions of the Section 409A Plan applicable to that
Award, shall be construed in a manner consistent with the
applicable requirements of Section 409A of the Code, and the
Committee, in its sole discretion and without the consent of any
Participant, may amend any Award Agreement (and the provisions of
the Plan applicable thereto) if and to the extent that the
Committee determines that such amendment is necessary or
appropriate to comply with the requirements of Section 409A of the
Code.

 

(ii) If any Award
constitutes a Section 409A Plan, then the Award shall be subject to
the following additional requirements, if and to the extent
required to comply with Section 409A of the Code:

 




 

 








 

 










	

 












(A) Payments under the
Section 409A Plan may be made only upon (u) the Participant’s
“separation from service”, (v) the date the Participant
becomes “disabled”, (w) the Participant’s death,
(x) a “specified time (or pursuant to a fixed
schedule)” specified in the Award Agreement at the date of
the deferral of such compensation, (y) a “change in the
ownership or effective control of the corporation, or in the
ownership of a substantial portion of the assets” of the
Company, or (z) the occurrence of an “unforeseeble
emergency”;

 

(B) The time or
schedule for any payment of the deferred compensation may not be
accelerated, except to the extent provided in applicable Treasury
Regulations or other applicable guidance issued by the Internal
Revenue Service;

 

(C) Any elections with
respect to the deferral of such compensation or the time and form
of distribution of such deferred compensation shall comply with the
requirements of Section 409A(a)(4) of the Code; and

 

(D) In the case of any
Participant who is “specified employee”, a distribution
on account of a “separation from service” may not be
made before the date which is six months after the date of the
Participant’s “separation from service” (or, if
earlier, the date of the Participant’s death).

 

For purposes of the
foregoing, the terms in quotations shall have the same meanings as
those terms have for purposes of Section 409A of the Code, and the
limitations set forth herein shall be applied in such manner (and
only to the extent) as shall be necessary to comply with any
requirements of Section 409A of the Code that are applicable to the
Award.

 

(iii) Notwithstanding the
foregoing, or any provision of this Plan or any Award Agreement,
the Company does not make any representation to any Participant or
Beneficiary that any Awards made pursuant to this Plan are exempt
from, or satisfy, the requirements of, Section 409A of the Code,
and the Company shall have no liability or other obligation to
indemnify or hold harmless the Participant or any Beneficiary for
any tax, additional tax, interest or penalties that the Participant
or any Beneficiary may incur in the event that any provision of
this Plan, or any Award Agreement, or any amendment or modification
thereof, or any other action taken with respect thereto, is deemed
to violate any of the requirements of Section 409A of the
Code.

 


8. Code
Section 162(m) Provisions.

 

(a) Covered
Employees.  Unless otherwise specified by the
Committee, the provisions of this Section 8 shall be applicable to
any Restricted Stock Award, Restricted Stock Unit Award,
Performance Award, or Other Stock-Based Award if it is granted to
an Eligible Person who is, or is likely to be, as of the end of the
tax year in which the Company would claim a tax deduction in
connection with such Award, a Covered Employee, and is intended to
qualify as “performance-based compensation” that is
exempt from the deduction limitations imposed under Section 162(m)
of the Code.

 




 


 








 

 










	


 














(b) Performance
Criteria. If a Performance Award is subject to this Section
8, then the payment or distribution thereof or the lapsing of
restrictions thereon and the distribution of cash, Shares or other
property pursuant thereto, as applicable, shall be contingent upon
achievement of one or more objective performance goals. Performance
goals shall be objective and shall otherwise meet the requirements
of Section 162(m) of the Code and regulations thereunder including
the requirement that the level or levels of performance targeted by
the Committee result in the achievement of performance goals being
substantially uncertain. One or more of the following business
criteria for the Company, on a consolidated basis, and/or for
Related Entities, or for business or geographical units of the
Company and/or a Related Entity (except with respect to the total
shareholder return and earnings per share criteria), shall be used
by the Committee in establishing performance goals for such Awards:
(1) earnings per share; (2) revenues or margins; (3) cash flow; (4)
operating margin; (5) return on net assets, investment, capital, or
equity; (6) economic value added; (7) direct contribution; (8) net
income; pretax earnings; earnings before interest and taxes;
earnings before interest, taxes, depreciation and amortization;
earnings after interest expense and before extraordinary or special
items; operating income or income from operations; income before
interest income or expense, unusual items and income taxes, local,
state or federal and excluding budgeted and actual bonuses which
might be paid under any ongoing bonus plans of the Company; (9)
working capital; (10) management of fixed costs or variable costs;
(11) completion of production or stages of production within
specified time and/or budget parameters; (12) identification or
consummation of investment opportunities or completion of specified
projects in accordance with corporate business plans, including
strategic mergers, acquisitions or divestitures; (13) total
shareholder return; (14) debt reduction; (15) market share; (16)
entry into new markets, either geographically or by business unit;
(17) client retention and satisfaction; (18) strategic plan
development and implementation, including turnaround plans; and/or
(19) the Fair Market Value of a Share. Any of the above goals may
be determined on an absolute or relative basis or as compared to
the performance of a published or special index deemed applicable
by the Committee including, but not limited to, the Standard &
Poor’s 500 Stock Index or a group of companies that are
comparable to the Company. In determining the achievement of the
performance goals, the Committee may, at the time the performance
goals are set, require that those goals be determined by excluding
the impact of (i) restructurings, discontinued operations, and
extraordinary items (as defined pursuant to generally accepted
accounting principles), and other unusual or non-recurring charges,
(ii) change in accounting standards required by generally accepted
accounting principles; or (iii) such other exclusions or
adjustments as the Committee specifies at the time the Award is
granted.

 

(c) Performance Period; Timing
For Establishing Performance Goals.  Achievement
of performance goals in respect of Awards subject to this Section 8
shall be measured over a Performance Period no shorter than 3
months, or no shorter than 12 months with respect to Covered
Employees, and no longer than five years, as specified by the
Committee.  Performance goals shall be established not
later than 90 days after the beginning of any Performance Period
applicable to Awards, subject to this Section 8, or at such other
date as may be required or permitted for “performance-based
compensation” under Section 162(m) of the Code.

 

(d) Adjustments.  The
Committee may, in its discretion, reduce the amount of a settlement
otherwise to be made in connection with Awards subject to this
Section 8, but may not exercise discretion to increase any such
amount payable to a Covered Employee in respect of an Award subject
to this Section 8.  The Committee shall specify the
circumstances in which such Awards shall be paid or forfeited in
the event of termination of Continuous Service by the Participant
prior to the end of a Performance Period or settlement of
Awards.

 

(e) Committee
Certification.  No Participant shall receive any
payment under the Plan that is subject to this Section 8
unless the Committee has certified, by resolution or other
appropriate action in writing, that the performance criteria and
any other material terms previously established by the Committee or
set forth in the Plan, have been satisfied to the extent necessary
to qualify as “performance based compensation” under
Section 162(m) of the Code.

 


9. Change
in Control.

 

(a) Effect of “Change in
Control.”  If and only to the extent
provided in any employment or other agreement between the
Participant and the Company or any Related Entity, or in any Award
Agreement, or to the extent otherwise determined by the Committee
in its sole discretion and without any requirement that each
Participant be treated consistently, and except as otherwise
provided in Section 9(a)(iv) hereof, upon the occurrence of a
“Change in Control,” as defined in Section
9(b):


 




 

 








 

 










	

 






  


(i) Any Option or Stock
Appreciation Right that was not previously vested and exercisable
as of the time of the Change in Control, shall become immediately
vested and exercisable, subject to applicable restrictions set
forth in Section 10(a) hereof.

 

(ii) Any restrictions,
deferral of settlement, and forfeiture conditions applicable to a
Restricted Stock Award, Restricted Stock Unit Award or an Other
Stock-Based Award subject only to future service requirements
granted under the Plan shall lapse and such Awards shall be deemed
fully vested as of the time of the Change in Control, except to the
extent of any waiver by the Participant and subject to applicable
restrictions set forth in Section 10(a) hereof.

 

(iii) With respect to any
outstanding Award subject to achievement of performance goals and
conditions under the Plan, the Committee may, in its discretion,
consider such Awards to have been earned and payable based on
achievement of performance goals or based upon target performance
(either in full or pro-rata based on the portion of the Performance
Period completed as of the Change in Control), except to the extent
of any waiver by the Participant and subject to applicable
restrictions set forth in Section 10(a).

 

(b) Definition of “Change
in Control”.  Unless otherwise specified in
any employment or other agreement for services between the
Participant and the Company or any Related Entity, or in an Award
Agreement, a “Change in Control” shall mean the
occurrence of any of the following:

 

(i) The acquisition by
any Person, other than William O’Dowd, of Beneficial
Ownership  (within the meaning of Rule 13d-3 promulgated
under the Exchange Act) of more than thirty percent (30%) of either
(A) the value of then outstanding equity securities of the Company
(the “Outstanding Company Stock”) or (B) the combined
voting power of the then outstanding voting securities of the
Company entitled to vote generally in the election of directors
(the “Outstanding Company Voting Securities”) (the
foregoing Beneficial Ownership hereinafter being referred to as a
“Controlling Interest”); provided, however, that for
purposes of this Section 9(b), the following acquisitions shall not
constitute or result in a Change in Control:  (v) any
acquisition directly from the Company; (w) any acquisition by the
Company; (x) any acquisition by any Person that as of the Effective
Date owns Beneficial Ownership of a Controlling Interest; (y) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any Related Entity; or
(z) any acquisition by any entity pursuant to a transaction which
complies with clauses (1), (2) and (3) of subsection (iii) below;
or

 

(ii) During any period
of two (2) consecutive years (not including any period prior to the
Effective Date) individuals who constitute the Board on the
Effective Date (the “Incumbent Board”) cease for any
reason to constitute at least a majority of the Board; provided,
however, that any individual becoming a director subsequent to the
Effective Date whose election, or nomination for election by the
Company’s shareholders, was approved by a vote of at least 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
other than the Board; or

 




 

 








 

 










	

 












(iii) Consummation of (A)
a reorganization, merger, statutory share exchange or consolidation
or similar transaction involving (x) the Company or (y) any of its
Related Entities, but in the case of this clause (y) only if
equity securities of the Company are issued or issuable in
connection with the transaction (each of the events referred to in
this clause (A) being hereinafter referred to as a
“Business Reorganization”), or (B) a sale or other
disposition of all or substantially all of the assets of the
Company, or the acquisition of assets or equity of another entity
by the Company or any of its Related Entities (each an “Asset
Sale”), in each case, unless, following such Business
Reorganization or Asset Sale, (1) all or substantially all of the
individuals and entities who were the Beneficial Owners,
respectively, of the Outstanding Company Stock and Outstanding
Company Voting Securities immediately prior to such Business
Reorganization or Asset Sale beneficially own, directly or
indirectly, more than thirty percent (30%) of the value of the then
outstanding equity securities and the combined voting power of the
then outstanding voting securities entitled to vote generally in
the election of members of the board of directors (or comparable
governing body of an entity that does not have such a board), as
the case may be, of the entity resulting from such Business
Reorganization or Asset Sale (including, without limitation, an
entity 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) (the
“Continuing Entity”) in substantially the same
proportions as their ownership, immediately prior to such Business
Reorganization or Asset Sale, of the Outstanding Company Stock and
Outstanding Company Voting Securities, as the case may be
(excluding any outstanding equity or voting securities of the
Continuing Entity that such Beneficial Owners hold immediately
following the consummation of the Business Reorganization or Asset
Sale as a result of their ownership, prior to such consummation, of
equity or voting securities of any company or other entity involved
in or forming part of such Business Reorganization or Asset Sale
other than the Company), (2) no Person (excluding any employee
benefit plan (or related trust) of the Company or any Continuing
Entity or any entity controlled by the Continuing Entity or any
Person that as of the Effective Date owns Beneficial Ownership of a
Controlling Interest) beneficially owns, directly or indirectly,
thirty percent (30%) or more of the value of the then outstanding
equity securities of the Continuing Entity or the combined voting
power of the then outstanding voting securities of the Continuing
Entity except to the extent that such ownership existed prior to
the Business Reorganization or Asset Sale and (3) at least a
majority of the members of the Board of Directors or other
governing body of the Continuing Entity 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 Reorganization or Asset Sale; or

 

(iv) Approval by the
shareholders of the Company of a complete liquidation or
dissolution of the Company.

 


10. General
Provisions.

 

(a) Compliance With Legal and
Other Requirements.  The Company may, to the
extent deemed necessary or advisable by the Committee, postpone the
issuance or delivery of Shares or payment of other benefits under
any Award until completion of such registration or qualification of
such Shares or other required action under any federal or state
law, rule or regulation, listing or other required action with
respect to the Listing Market, or compliance with any other
obligation of the Company, as the Committee, may consider
appropriate, and may require any Participant to make such
representations, furnish such information and comply with or be
subject to such other conditions as it may consider appropriate in
connection with the issuance or delivery of Shares or payment of
other benefits in compliance with applicable laws, rules, and
regulations, listing requirements, or other
obligations.

 




 


 








 

 










	

 












(b) Limits on Transferability;
Beneficiaries.  No Award or other right or
interest granted under the Plan shall be pledged, hypothecated or
otherwise encumbered or subject to any lien, obligation or
liability of such Participant to any party, or assigned or
transferred by such Participant otherwise than by will or the laws
of descent and distribution or to a Beneficiary upon the death of a
Participant, and such Awards or rights that may be exercisable
shall be exercised during the lifetime of the Participant only by
the Participant or his or her guardian or legal representative,
except that Awards and other rights (other than Incentive Stock
Options and Stock Appreciation Rights in tandem therewith) may be
transferred to one or more Beneficiaries or other transferees
during the lifetime of the Participant, and may be exercised by
such transferees in accordance with the terms of such Award, but
only if and to the extent such transfers are permitted by the
Committee pursuant to the express terms of an Award Agreement
(subject to any terms and conditions which the Committee may impose
thereon), are by gift or pursuant to a domestic relations order,
and are to a “Permitted Assignee” that is a permissible
transferee under the applicable rules of the Securities and
Exchange Commission for registration of securities on a Form S-8
registration statement.  For this purpose, a Permitted
Assignee shall mean (i) the Participant’s spouse, children or
grandchildren (including any adopted and step children or
grandchildren), parents, grandparents or siblings, (ii) a trust for
the benefit of one or more of the Participant or the persons
referred to in clause (i), (iii) a partnership, limited liability
company or corporation in which the Participant or the persons
referred to in clauses (i) and (ii) are the only partners, members
or shareholders, or (iv) a foundation in which any person or entity
designated in clauses (i), (ii) or (iii) above control the
management of assets.  A Beneficiary, transferee, or
other person claiming any rights under the Plan from or through any
Participant shall be subject to all terms and conditions of the
Plan and any Award Agreement applicable to such Participant, except
as otherwise determined by the Committee, and to any additional
terms and conditions deemed necessary or appropriate by the
Committee.

 

(c) Adjustments.

 

(i) Adjustments to
Awards.  In the event that any extraordinary
dividend or other distribution (whether in the form of cash,
Shares, or other property), recapitalization, forward or reverse
split, reorganization, merger, consolidation, spin-off,
combination, repurchase, share exchange, liquidation, dissolution
or other similar corporate transaction or event affects the Shares
and/or such other securities of the Company or any other issuer,
then the Committee shall, in such manner as it may deem appropriate
and equitable, substitute, exchange or adjust any or all of
(A) the number and kind of Shares which may be delivered in
connection with Awards granted thereafter, (B) the number and
kind of Shares by which annual per-person Award limitations are
measured under Section 4 hereof, (C) the number and kind of
Shares subject to or deliverable in respect of outstanding Awards,
(D) the exercise price, grant price or purchase price relating
to any Award and/or make provision for payment of cash or other
property in respect of any outstanding Award, and (E) any other
aspect of any Award that the Committee determines to be appropriate
in order to prevent the reduction or enlargement of benefits under
any Award.

 




 


 








 

 










	

 












(ii) Adjustments in Case of
Certain Transactions.  In the event of any merger,
consolidation or other reorganization in which the Company does not
survive, or in the event of any Change in Control (and subject to
the provisions of Section 9 of this Plan relating to the vesting of
Awards in the event of any Change in Control), any outstanding
Awards may be dealt with in accordance with any of the following
approaches, without the requirement of obtaining any consent or
agreement of a Participant as such, as determined by the agreement
effectuating the transaction or, if and to the extent not so
determined, as determined by the Committee: (A) the continuation of
the outstanding Awards by the Company, if the Company is a
surviving entity, (B) the assumption or substitution for, as those
terms are defined below, the outstanding Awards by the surviving
entity or its parent or subsidiary, (C) full exercisability or
vesting and accelerated expiration of the outstanding Awards, or
(D) settlement of the value of the outstanding Awards in cash or
cash equivalents or other property followed by cancellation of such
Awards (which value, in the case of Options or Stock Appreciation
Rights, shall be measured by the amount, if any, by which the Fair
Market Value of a Share exceeds the exercise or grant price of the
Option or Stock Appreciation Right as of the effective date of the
transaction).  For the purposes of this Plan, an Option,
Stock Appreciation Right, Restricted Stock Award, Restricted Stock
Unit Award, Performance Award or Other Stock-Based Award shall be
considered assumed or substituted for if following the applicable
transaction the Award confers the right to purchase or receive, for
each Share subject to the Option, Stock Appreciation Right,
Restricted Stock Award, Restricted Stock Unit Award, Performance
Award or Other Stock-Based Award immediately prior to the
applicable transaction, on substantially the same vesting and other
terms and conditions as were applicable to the Award immediately
prior to the applicable transaction, the consideration (whether
stock, cash or other securities or property) received in the
applicable transaction by holders of Shares for each Share held on
the effective date of such transaction (and if holders were offered
a choice of consideration, the type of consideration chosen by the
holders of a majority of the outstanding Shares); provided,
however, that if such consideration received in the applicable
transaction is not solely common stock of the successor company or
its parent or subsidiary, the Committee may, with the consent of
the successor company or its parent or subsidiary, provide that the
consideration to be received upon the exercise or vesting of an
Option, Stock Appreciation Right, Restricted Stock Award,
Restricted Stock Unit Award, Performance Award or Other Stock-Based
Award, for each Share subject thereto, will be solely common stock
of the successor company or its parent or subsidiary substantially
equal in fair market value to the per share consideration received
by holders of Shares in the applicable transaction.  The
determination of such substantial equality of value of
consideration shall be made by the Committee in its sole discretion
and its determination shall be conclusive and
binding.  The Committee shall give written notice of any
proposed transaction referred to in this Section 10(c)(ii) a
reasonable period of time prior to the closing date for such
transaction (which notice may be given either before or after the
approval of such transaction), in order that Participants may have
a reasonable period of time prior to the closing date of such
transaction within which to exercise any Awards that are then
exercisable (including any Awards that may become exercisable upon
the closing date of such transaction).  A Participant may
condition his or her exercise of any Awards upon the consummation
of the transaction.

 

(iii) Other
Adjustments.  The Committee (and the Board if and
only to the extent such authority is not required to be exercised
by the Committee to comply with Section 162(m) of the Code) is
authorized to make adjustments in the terms and conditions of, and
the criteria included in, Awards (including Awards subject to
satisfaction of performance goals, or performance goals and
conditions relating thereto) in recognition of unusual or
nonrecurring events (including, without limitation, acquisitions
and dispositions of businesses and assets) affecting the Company,
any Related Entity or any business unit, or the financial
statements of the Company or any Related Entity, or in response to
changes in applicable laws, regulations, accounting principles, tax
rates and regulations or business conditions or in view of the
Committee’s assessment of the business strategy of the
Company, any Related Entity or business unit thereof, performance
of comparable organizations, economic and business conditions,
personal performance of a Participant, and any other circumstances
deemed relevant; provided that no such adjustment shall be
authorized or made if and to the extent that such authority or the
making of such adjustment would cause Options, Stock Appreciation
Rights, Performance Awards granted pursuant to Section 8(b) hereof
to Participants designated by the Committee as Covered Employees
and intended to qualify as “performance-based
compensation” under Code Section 162(m) and the regulations
thereunder to otherwise fail to qualify as “performance-based
compensation” under Code Section 162(m) and regulations
thereunder.

 




 

 








 

 










	
















(d) Award
Agreements.  Each Award Agreement shall either be
(a) in writing in a form approved by the Committee and executed by
the Company by an officer duly authorized to act on its behalf, or
(b) an electronic notice in a form approved by the Committee and
recorded by the Company (or its designee) in an electronic
recordkeeping system used for the purpose of tracking one or more
types of Awards as the Committee may provide; in each case and if
required by the Committee, the Award Agreement shall be executed or
otherwise electronically accepted by the recipient of the Award in
such form and manner as the Committee may require.  The
Committee may authorize any officer of the Company to execute any
or all Award Agreements on behalf of the Company.  The
Award Agreement shall set forth the material terms and conditions
of the Award as established by the Committee consistent with the
provisions of the Plan.

 

(e) Taxes.  The
Company and any Related Entity are authorized to withhold from any
Award granted, any payment relating to an Award under the Plan,
including from a distribution of Shares, or any payroll or other
payment to a Participant, amounts of withholding and other taxes
due or potentially payable in connection with any transaction
involving an Award, and to take such other action as the Committee
may deem advisable to enable the Company or any Related Entity and
Participants to satisfy obligations for the payment of withholding
taxes and other tax obligations relating to any
Award.  This authority shall include authority to
withhold or receive Shares or other property and to make cash
payments in respect thereof in satisfaction of a
Participant’s tax obligations, either on a mandatory or
elective basis in the discretion of the Committee.  The
amount of withholding tax paid with respect to an Award by the
withholding of Shares otherwise deliverable pursuant to the Award
or by delivering Shares already owned shall not exceed the maximum
statutory withholding required with respect to that Award (or such
other limit as the Committee shall impose, including without
limitation, any limit imposed to award or limit any financial
accounting expense relating to the Award).

 

(f) Changes to the Plan and
Awards.  The Board may amend, alter, suspend,
discontinue or terminate the Plan, or the Committee’s
authority to grant Awards under the Plan, without the consent of
shareholders or Participants, except that any amendment or
alteration to the Plan shall be subject to the approval of the
Company’s shareholders not later than the annual meeting next
following such Board action if such shareholder approval is
required by any federal or state law or regulation (including,
without limitation, Rule 16b-3 or Code Section 162(m)) or the rules
of the Listing Market, and the Board may otherwise, in its
discretion, determine to submit other such changes to the Plan to
shareholders for approval; provided that, except as otherwise
permitted by the Plan or Award Agreement, without the consent of an
affected Participant, no such Board action may materially and
adversely affect the rights of such Participant under the terms of
any previously granted and outstanding Award.  The
Committee may waive any conditions or rights under, or amend,
alter, suspend, discontinue or terminate any Award theretofore
granted and any Award Agreement relating thereto, except as
otherwise provided in the Plan; provided that, except as otherwise
permitted by the Plan or Award Agreement, without the consent of an
affected Participant, no such Committee or the Board action may
materially and adversely affect the rights of such Participant
under terms of such Award.

 

(g) Clawback of
Benefits.

 

(i) The Company may (A)
cause the cancellation of any Award, (B) require reimbursement of
any Award by a Participant or Beneficiary, and (C) effect any other
right of recoupment of equity or other compensation provided under
this Plan or otherwise in accordance with any Company policies that
currently exist or that may from time to time be adopted or
modified in the future by the Company and/or applicable law (each,
a “Clawback Policy”).  In addition, a
Participant may be required to repay to the Company certain
previously paid compensation, whether provided under this Plan or
an Award Agreement or otherwise, in accordance with any Clawback
Policy.  By accepting an Award, a Participant is also
agreeing to be bound by any existing or future Clawback Policy
adopted by the Company, or any amendments that may from time to
time be made to the Clawback Policy in the future by the Company in
its discretion (including without limitation any Clawback Policy
adopted or amended to comply with applicable laws or stock exchange
requirements) and is further agreeing that all of the
Participant’s Award Agreements may be unilaterally amended by
the Company, without the Participant’s consent, to the extent
that the Company in its discretion determines to be necessary or
appropriate to comply with any Clawback Policy.

 




 


 








 

 










	

 












(ii) If the Participant,
without the consent of the Company, while employed by or providing
services to the Company or any Related Entity or after termination
of such employment or service, violates a non-competition,
non-solicitation or non-disclosure covenant or agreement or
otherwise engages in activity that is in conflict with or adverse
to the interest of the Company or any Related Entity, as determined
by the Committee in its sole discretion, then (i) any outstanding,
vested or unvested, earned or unearned portion of the Award may, at
the Committee’s discretion, be canceled and (ii) the
Committee, in its discretion, may require the Participant or other
person to whom any payment has been made or Shares or other
property have been transferred in connection with the Award to
forfeit and pay over to the Company, on demand, all or any portion
of the gain (whether or not taxable) realized upon the exercise of
any Option or Stock Appreciation Right and the value realized
(whether or not taxable) on the vesting or payment of any other
Award during the time period specified in the Award Agreement or
otherwise specified by the Committee

 

(h) Limitation on Rights
Conferred Under Plan.  Neither the Plan nor any
action taken hereunder or under any Award shall be construed as
(i) giving any Eligible Person or Participant the right to
continue as an Eligible Person or Participant or in the employ or
service of the Company or a Related Entity; (ii) interfering
in any way with the right of the Company or a Related Entity to
terminate any Eligible Person’s or Participant’s
Continuous Service at any time, (iii) giving an Eligible
Person or Participant any claim to be granted any Award under the
Plan or to be treated uniformly with other Participants and
Employees, or (iv) conferring on a Participant any of the
rights of a shareholder of the Company or any Related Entity
including, without limitation, any right to receive dividends or
distributions, any right to vote or act by written consent, any
right to attend meetings of shareholders or any right to receive
any information concerning the Company’s or any Related
Entity’s business, financial condition, results of operation
or prospects, unless and until such time as the Participant is duly
issued Shares on the stock books of the Company or any Related
Entity in accordance with the terms of an Award.  None of
the Company, its officers or its directors shall have any fiduciary
obligation to the Participant with respect to any Awards unless and
until the Participant is duly issued Shares pursuant to the Award
on the stock books of the Company in accordance with the terms of
an Award.  Neither the Company, nor any Related Entity,
nor any of the their respective officers, directors,
representatives or agents is granting any rights under the Plan to
the Participant whatsoever, oral or written, express or implied,
other than those rights expressly set forth in this Plan or the
Award Agreement.

 

(i) Unfunded Status of Awards;
Creation of Trusts.  The Plan is intended to
constitute an “unfunded” plan for incentive and
deferred compensation.  With respect to any payments not
yet made to a Participant or obligation to deliver Shares pursuant
to an Award, nothing contained in the Plan or any Award Agreement
shall give any such Participant any rights that are greater than
those of a general creditor of the Company or Related Entity that
issues the Award; provided that the Committee may authorize the
creation of trusts and deposit therein cash, Shares, other Awards
or other property, or make other arrangements to meet the
obligations of the Company or Related Entity under the
Plan.  Such trusts or other arrangements shall be
consistent with the “unfunded” status of the Plan
unless the Committee otherwise determines with the consent of each
affected Participant.  The trustee of such trusts may be
authorized to dispose of trust assets and reinvest the proceeds in
alternative investments, subject to such terms and conditions as
the Committee may specify and in accordance with applicable
law.

 

(j) Nonexclusivity of the
Plan.  Neither the adoption of the Plan by the
Board nor its submission to the shareholders of the Company for
approval shall be construed as creating any limitations on the
power of the Board or a committee thereof to adopt such other
incentive arrangements as it may deem desirable including incentive
arrangements and awards which do not qualify under Section 162(m)
of the Code.

 

(k) Payments in the Event of
Forfeitures; Fractional Shares.  Unless otherwise
determined by the Committee, in the event of a forfeiture of an
Award with respect to which a Participant paid cash or other
consideration, the Participant shall be repaid the amount of such
cash or other consideration.  No fractional Shares shall
be issued or delivered pursuant to the Plan or any
Award.  The Committee shall determine whether cash, other
Awards or other property shall be issued or paid in lieu of such
fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.

 



 








 

 










	

 












(l) Governing
Law.  Except as otherwise provided in any Award
Agreement, the validity, construction and effect of the Plan, any
rules and regulations under the Plan, and any Award Agreement shall
be determined in accordance with the laws of the State of Florida
without giving effect to principles of conflict of laws, and
applicable federal law.

 

(m) Non-U.S.
Laws.  The Committee shall have the authority to
adopt such modifications, procedures, and subplans as may be
necessary or desirable to comply with provisions of the laws of
foreign countries in which the Company or its Related Entities may
operate to assure the viability of the benefits from Awards granted
to Participants performing services in such countries and to meet
the objectives of the Plan.

 

(n) Plan Effective Date;
Termination of Plan.  The Plan shall become
effective on the Effective Date.  The Plan shall
terminate at the earliest of (a) such time as no Shares remain
available for issuance under the Plan, (b) termination of this
Plan by the Board, or (c) the tenth anniversary of the Effective
Date.  Awards outstanding upon expiration of the Plan
shall remain in effect until they have been exercised or
terminated, or have expired.

 

(o) Construction and
Interpretation.  Whenever used herein, nouns in
the singular shall include the plural, and the masculine pronoun
shall include the feminine gender. Headings of Articles and
Sections hereof are inserted for convenience and reference and
constitute no part of the Plan.

 

(p) Severability.  If
any provision of the Plan or any Award Agreement shall be
determined to be illegal or unenforceable by any court of law in
any jurisdiction, the remaining provisions hereof and thereof shall
be severable and enforceable in accordance with their terms, and
all provisions shall remain enforceable in any other
jurisdiction.