ex4-1.htm


     

    EXHIBIT 4.1


     

    2006
      INCENTIVE PLAN 

    


    


    


     

    
      	
              1.

            	
               

            	
              Purpose.
                The purpose of Lakeland Industries, Inc.’s 2006 Incentive Plan (the
                “Plan”) is to motivate key employees and directors to produce a superior
                return to the stockholders of Lakeland Industries, Inc. by offering
                them
                an opportunity to participate in stockholder gains, by facilitating
                stock
                ownership and by rewarding them for achieving a high level of corporate
                financial performance. The Plan is also intended to facilitate recruiting
                and retaining talented executives for key positions by providing
                an
                attractive capital accumulation opportunity.


            


    

     

    
      	
              2.

            	
               

            	
              Definitions. 

            


    

     

    
      	
               

            	
              2.1

            	
               

            	
              The
                following terms, whenever used in this Plan, shall have the meanings
                set
                forth below: 

            


    

     

    
      	
               

            	
              (a)

            	
               

            	
              “Affiliate”
                means any corporation or limited liability company, a majority of
                the
                voting stock or membership interests of which is directly or indirectly
                owned by the Company, and any partnership or joint venture designated
                by
                the Committee in which any such corporation or limited liability
                company
                is a partner or joint venturer. 

            


    

     

    
      	
               

            	
              (b)

            	
               

            	
              “Award”
                means a grant made under this Plan in the form of Performance Shares,
                Restricted Stock, Restricted Share Rights, or Stock Awards.
                

            


    

     

    
      	
               

            	
              (c)

            	
               

            	
              “Award
                Agreement” means a written agreement or other communication evidencing the
                terms and conditions of an Award in the form of either an agreement
                to be
                executed by both the Participant and the Company (or an authorized
                representative of the Company) or a certificate, notice, term sheet
                or
                similar communication. 

            


    

     

    
      	
               

            	
              (d)

            	
               

            	
              “Beneficiary”
                means the person or persons determined in accordance with Section
                12.
                

            


    

     

    
      	
               

            	
              (e)

            	
               

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


            


    

     

    
      	
               

            	
              (f)

            	 	
              Intentionally
                left blank

            


    

     

    
      	
               

            	
              (g)

            	
               

            	
              “Code”
                means the Internal Revenue Code of 1986, as amended from time to
                time, and
                the rulings and regulations issued thereunder.


            


    

     

    
      	
               

            	
              (h)

            	
               

            	
              “Committee”
                has the meaning set forth in Section 3.


            


    

     

    
      	
               

            	
              (i)

            	
               

            	
              “Company”
                means Lakeland Industries, Inc., a Delaware corporation.
                

            


    

     

    
      	
               

            	
              (j)

            	
               

            	
              “Earnings
                Per Share” means the Company’s diluted earnings per share as reported in
                the Company’s consolidated financial statements for the applicable
                performance period, adjusted in the same manner as provided below
                for Net
                Income. 

            


    

     

    
      	
               

            	
              (k)

            	
               

            	
              “Employee”
                means an individual who is a common law employee (including an officer
                or
                director who is also an employee) of the Company or an Affiliate.
                

            


    

     

    
      	
               

            	
              (l)

            	
               

            	
              “Fair
                Market Value” as of any date means, unless a different calculation measure
                is specified by the Committee, the immediately preceding trading
                day’s
                closing sales price of a Share on the NASDAQ.


            


    

     

    
      	
               

            	
              (m)

            	
               

            	
              Intentionally
                left blank. 

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (n)

            	
               

            	
              “Net
                Income” shall mean the Company’s net income for the applicable performance
                period as reported in the Company’s consolidated financial statements,
                adjusted to eliminate the effect of (i) losses resulting from discontinued
                operations, (ii) extraordinary gains or losses, (iii) the cumulative
                effect of changes in generally accepted accounting principles, and
                (iv)
                any other unusual or non-recurring gain or loss which is separately
                identified and quantified. 

            


    

     

    
      	
               

            	
              (o)

            	
               

            	
              Intentionally
                left blank

            


    

     

    
      	
               

            	
              (p)

            	
               

            	
              Intentionally
                left blank

            


    

     

    
      	
               

            	
              (q)

            	
               

            	
              “Participant”
                means a person described in Section 5 designated by the Committee
                to
                receive an Award under the Plan. 

            


    

     

    
      	
               

            	
              (r)

            	
               

            	
              “Performance
                Cycle” means the period of time of not fewer than two years nor more than
                five years as specified by the Committee over which Performance Shares
                or
                Performance Units are to be earned.


            


    

     

    
      	
               

            	
              (s)

            	
               

            	
              “Performance
                Shares” means an Award made pursuant to Section 6 which entitles a
                Participant to receive Shares, their cash equivalent, or a combination
                thereof, based on the achievement of performance targets during a
                Performance Cycle. 

            


    

     

    
      	
               

            	
              (t)

            	
               

            	
              Intentionally
                left blank

            


    

     

    
      	
               

            	
              (u)

            	
               

            	
              “Plan”
                means this 2006 Incentive Plan, as amended from time to time.
                

            


    

     

    
      	
               

            	
              (v)

            	
               

            	
              “Qualifying
                Performance Criteria” has the meaning set forth in Section 16.2.
                

            


    

     

    
      	
               

            	
              (w)

            	
               

            	
              Intentionally
                left blank.

            


    

     

    
      	
               

            	
              (x)

            	
               

            	
              “Restricted
                Stock” means Stock granted under Section 7 that is subject to restrictions
                imposed pursuant to said Section.

               

            
	
               

            	
              (y)

            	
               

            	
              “Retirement”
                means termination of employment after reaching the earliest of (i)
                age 55
                with 10 completed years of service, or (ii) 80 points (with one point
                credited for each completed age year and one point credited for each
                completed year of service), or (iii) age 65. For purposes of this
                definition, a Participant is credited with one year of service after
                completion of each full 12-month period of employment with the Company
                or
                an Affiliate as determined by the Company or Affiliate.
                

            


    

     

    
      	
               

            	
              (y.1)

            	
               

            	
              “Return
                on Assets” (ROA) means the Net Income of the Company on an annualized
                basis, divided by the Company’s average total assets as reported in the
                Company’s consolidated financial statements for the relevant performance
                period. 

            
	
               

            	
              (z)

            	
               

            	
              “Return
                on Equity” (ROE) means the Net Income of the Company on an annualized
                basis, divided by the Company’s average total common equity excluding
                average accumulated comprehensive income as reported in the Company’s
                consolidated financial statements for the relevant performance
                period.

               

            
	
               

            	
              (z.1)

            	
               

            	
              “Return
                on Investment” (ROI) means the Net Income of the Company on an annualized
                basis, divided by the Company’s average total common equity , long term
                debt including current maturities thereof, and short term borrowings,
                excluding average accumulated comprehensive income as reported in
                the
                Company’s consolidated financial statements for the relevant performance
                period. 

            


    

     

    
      	
               

            	
              (aa)

            	
               

            	
              “Share”
                means a share of Stock. 

            


    

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
      	
               

            	
              (bb)

            	
               

            	
              “Stock”
                means the common stock, $0.01
                par value, of the Company. 

            


    

     

    
      	
               

            	
              (cc)

            	
               

            	
              Intentionally
                left blank

            


    

     

    
      	
               

            	
              (dd)

            	
               

            	
              “Stock
                Award” means an award of Stock granted to a Participant pursuant to
                Section 8. 

            


    

     

    
      	
               

            	
              (ee)

            	
               

            	
              “Term”
                means the period during which the restrictions placed on a Restricted
                Share Right or Restricted Stock are in effect.


            


    

     

    
      	
               

            	
              2.2

            	
               

            	
              Gender
                and Number.
                Except when otherwise indicated by context, reference to the masculine
                gender shall include, when used, the feminine gender and any term
                used in
                the singular shall also include the plural.


            


    

     

    
      	
              3.

            	
               

            	
              Administration.

            


    

     

    
      	
               

            	
              3.1

            	
               

            	
              Administration
                of the Plan.
                The Plan shall be administered by the Compensation Committee of the
                Board
                or such other committee selected by the Board and consisting of two
                or
                more members of the Board (the “Committee”). Any power of the Committee
                may also be exercised by the Board, except to the extent that the
                grant or
                exercise of such authority would cause any Award or transaction to
                become
                subject to (or lose an exemption under) the short-swing profit recovery
                provisions of Section 16 of the Securities Exchange Act of 1934,
                as
                amended, or cause an Award not to qualify for treatment as “performance
                based compensation” under Section 162(m) of the Code. To the extent that
                any permitted action taken by the Board conflicts with action taken
                by the
                Committee, the Board action shall control. The Committee may delegate
                any
                or all aspects of the day-to-day administration of the Plan to one
                or more
                officers or employees of the Company or any Affiliate, and/or to
                one or
                more agents. 

            


    

     

    
      	
               

            	
              3.2

            	
               

            	
              Powers
                of the Committee.
                Subject to the express provisions of this Plan, the Committee shall
                be
                authorized and empowered to take all actions that it determines to
                be
                necessary or appropriate in connection with the administration of
                this
                Plan, including, without limitation: (i) to prescribe, amend and
                rescind
                rules and regulations relating to this Plan and to define terms not
                otherwise defined herein; (ii) to determine which persons are eligible
                to
                be granted Awards under Section 5, to which of such persons, if any,
                Awards shall be granted hereunder and the timing of any such Awards;
                (iii)
                to grant Awards to Participants and determine the terms and conditions
                of
                Awards, including the number of Shares subject to Awards, the exercise
                or
                exercise price of such Shares, and the circumstances under which
                Awards
                become exercisable or vested or are forfeited or expire, which terms
                may
                but need not be conditioned upon the passage of time, continued
                employment, the satisfaction of performance criteria, the occurrence
                of
                certain events, or other factors; (iv) to establish and certify the
                extent
                of satisfaction of any performance goals or other conditions applicable
                to
                the grant, issuance, exercisability, vesting and/or ability to retain
                any
                Award; (v) to prescribe and amend the terms of Award Agreements or
                other
                documents relating to Awards made under this Plan (which need not
                be
                identical) and the terms of or form of any document or notice required
                to
                be delivered to the Company by Participants under this Plan; (vi)
                to
                determine whether, and the extent to which, adjustments are required
                pursuant to Section 25; (vii) to interpret and construe this Plan,
                any
                rules and regulations under this Plan, and the terms and conditions
                of any
                Award granted hereunder, and to make exceptions to any such provisions
                in
                good faith and for the benefit of the Company; and (viii) to make
                all
                other determinations deemed necessary or advisable for the administration
                of this Plan. 

            


    

     

    
      	
               

            	
              3.3

            	
               

            	
              Determinations
                by the Committee.
                All decisions, determinations and interpretations by the Committee
                regarding the Plan, any rules and regulations under the Plan, and
                the
                terms and conditions of or operation of any Award granted hereunder,
                shall
                be final and binding on all Participants, Beneficiaries, heirs, assigns
                or
                other persons holding or claiming rights under the Plan or any Award.
                The
                Committee shall consider such factors as it deems relevant, in its
                sole
                and absolute discretion, to making such decisions, determinations
                and
                interpretations including, 

            


    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
               

            	
               

            	
              without
                limitation, the recommendations or advice of any officer or other
                employee
                of the Company and such attorneys, consultants and accountants
                

            


    

     

    
      	
              4.

            	
               

            	
              Shares
                Available Under the Plan; Limitation on Awards.
                

            


    

     

    
      	
               

            	
              4.1

            	
               

            	
              Aggregate
                Limits.
                Subject to adjustment as provided in Section 25, the aggregate number
                of
                Shares issuable pursuant to all Awards under this Plan on or after
                April
                11, 2006 shall not exceed 230,000 Shares. The Shares issued pursuant
                to
                Awards granted under this Plan may consist, in whole or in part,
                of
                authorized but unissued Stock or treasury Stock not reserved for
                any other
                purpose. 

            


    

     

    
      	
               

            	
              4.2

            	
               

            	
              Issuance
                of Shares.
                For purposes of this Section 4, the aggregate number of Shares available
                for Awards under this Plan at any time shall not be reduced by Shares
                subject to Awards that have been canceled, expired, forfeited or
                settled
                in cash. 

            


    

     

    
      	
               

            	
              4.3

            	
               

            	
              No
                Participant may be granted awards under the 2006 Incentive Plan with
                respect to an aggregate of more than 20,000 shares of stock (subject
                to
                adjustment as described below) during any fiscal
                year.

            


    

     

    
      	
              5.

            	
               

            	
              Participation.
                Participation in the Plan shall be limited to Employees or Directors
                of
                the Company or an Affiliate selected by the Committee. Participation
                is
                entirely at the discretion of the Committee, and is not automatically
                continued after an initial period of participation.
                

            


    

     

    
      	
              6.

            	
               

            	
              Performance
                Shares and Performance Units.
                An Award of Performance Shares or Performance Units under the Plan
                shall
                entitle the Participant to future payments or Shares or a combination
                thereof based upon the level of achievement with respect to one or
                more
                pre-established performance criteria (including Qualifying Performance
                Criteria) established for a Performance Cycle.


            


    

     

    
      	
               

            	
              6.1

            	
               

            	
              Amount
                of Award.
                The Committee shall establish a baseline, minimum threshold, and
                maximum
                amount of a Participant’s Award, which amount shall be denominated in
                Shares.

            


    

     

    
      	
               

            	
              6.2

            	
               

            	
              Communication
                of Award.
                Each Award Agreement evidencing an Award of Performance Shares or
                Performance Units shall contain provisions regarding (i) the target
                and
                maximum amount payable to the Participant pursuant to the Award,
                (ii) the
                performance criteria and level of achievement versus these criteria
                that
                shall determine the amount of such payment, (iii) the Performance
                Cycle as
                to which performance shall be measured for determining the amount
                of any
                payment, (iv) the timing of any payment earned by virtue of performance,
                (v) restrictions on the alienation or transfer of the Award prior to
                actual payment, (vi) forfeiture provisions and (vii) such further
                terms and conditions, in each case not inconsistent with this Plan,
                as may
                be determined from time to time by the Committee.
                

            


    

     

    
      	
               

            	
              6.3

            	
               

            	
              Performance
                Criteria.
                Performance criteria established by the Committee shall relate to
                corporate, group, unit or individual performance, and may be established
                in terms of earnings, growth in earnings, ratios of earnings to equity
                or
                assets, or such other measures or standards determined by the Committee;
                provided, however, that the performance criteria for any portion
                of an
                Award of Performance Shares or Performance Units that is intended
                by the
                Committee to satisfy the requirements for “performance-based compensation”
                under Code Section 162(m) shall be a measure based on one or more
                Qualifying Performance Criteria selected by the Committee and specified
                at
                the time the Award is granted. Multiple performance targets may be
                used
                and the components of multiple performance targets may be given the
                same
                or different weighting in determining the amount of an Award earned,
                and
                may relate to absolute performance or relative performance measured
                against other groups, units, individuals or entities.
                

            


    

     

    
      	
               

            	
              6.4

            	
               

            	
              Discretionary
                Adjustments.
                Notwithstanding satisfaction of any performance goals, the amount
                paid
                under an Award of Performance Shares or Performance Units on account
                of
                either financial performance or personal performance evaluations
                may be
                reduced by the Committee on the basis


            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
      	
               

            	
               

            	
               

            	
              of
                such further considerations as the Committee shall determine.
                

            


    

     

    
      	
               

            	
              6.5

            	
               

            	
              Payment
                of Awards.
                Following the conclusion of each Performance Cycle, the Committee
                shall
                determine the extent to which performance criteria have been attained,
                and
                the satisfaction of any other terms and conditions with respect to
                an
                Award relating to such Performance Cycle. The Committee shall determine
                what, if any, payment is due with respect to an Award and whether
                such
                payment shall be made in cash, Stock or a combination thereof. Payment
                shall be made in a lump sum or installments, as determined by the
                Committee at the time the Award is granted, commencing as promptly
                as
                practicable following the end of the applicable Performance Cycle,
                subject
                to such terms and conditions and in such form as may be prescribed
                by the
                Committee. Payment in Stock may be in Restricted Stock at the discretion
                of the Committee at the time the Award is granted.
                

            


    

     

    
      	
               

            	
              6.6

            	
               

            	
              Termination
                of Employment.
                Unless the Committee provides otherwise:


            


    

     

    
      	
               

            	
              (a)

            	
               

            	
              Due
                to Death or Disability.
                If a Participant ceases to be an Employee before the end of a Performance
                Cycle by reason of his death or permanent disability, the Performance
                Cycle for such Participant for the purpose of determining the amount
                of
                Award payable shall end at the end of the calendar quarter immediately
                preceding the date on which said Participant ceased to be an Employee.
                The
                amount of an Award payable to a Participant (or the Beneficiary of
                a
                deceased Participant) to whom the preceding sentence is applicable
                shall
                be paid at the end of the Performance Cycle, and shall be that fraction
                of
                the Award computed pursuant to the preceding sentence the numerator
                of
                which is the number of calendar quarters during the Performance Cycle
                during all of which said Participant was an Employee and the denominator
                of which is the number of full calendar quarters in the Performance
                Cycle.
                

            


    

     

    
      	
               

            	
              (b)

            	
               

            	
              Due
                to Reasons Other Than Death or Disability.
                Upon any other termination of employment of a Participant during
                a
                Performance Cycle, participation in the Plan shall cease and all
                outstanding Awards of Performance Shares or Performance Units to
                such
                Participant shall be cancelled. 

            


    

     

    
      	
              7.

            	
               

            	
              Restricted
                Stock Awards.
                An Award of Restricted Stock under the Plan shall consist of Shares
                the
                grant, issuance, retention, vesting and/or transferability of which
                are
                subject, during specified periods of time, to such conditions and
                terms as
                the Committee deems appropriate. Restricted Stock granted pursuant
                to the
                Plan need not be identical, but each grant of Restricted Stock must
                contain and be subject to the terms and conditions set forth below.
                

            


    

     

    
      	
               

            	
              7.1

            	
               

            	
              Award
                Agreement.
                Each Award of Restricted Stock shall be evidenced by an Award Agreement.
                Each Award Agreement shall contain provisions regarding (i) the number
                of
                Shares subject to the Award or a formula for determining such number,
                (ii)
                the purchase price of the Shares, if any, and the means of payment,
                (iii)
                such terms and conditions on the grant, issuance, vesting and/or
                forfeiture of the Restricted Stock as may be determined from time
                to time
                by the Committee, (iv) restrictions on the transferability of the
                Award
                and (v) such further terms and conditions, in each case not inconsistent
                with this Plan, as may be determined from time to time by the Committee.
                Shares issued under an Award of Restricted Stock may be issued in
                the name
                of the Participant and held by the Participant or held by the Company,
                in
                each case as the Committee may provide.


            


    

     

    
      	
               

            	
              7.2

            	
               

            	
              Vesting
                and Lapse of Restrictions.
                The grant, issuance, retention, vesting and/or settlement of Shares
                of
                Restricted Stock shall occur at such time and in such installments
                as
                determined by the Committee or under criteria established by the
                Committee. The Committee shall have the right to make the timing
                of the
                grant and/or the issuance, ability to retain, vesting and/or settlement
                of
                Shares of Restricted Stock subject to continued employment, passage
                of
                time and/or such performance criteria as deemed appropriate by the
                Committee; provided that in no event shall the grant, issuance, retention,
                vesting and/or settlement of Shares under an Award of Restricted
                Stock
                that is based on performance criteria and the level of achievement
                measured against such criteria be subject to a performance period
                of less
                than one year and no condition that is based solely upon
                

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
               

            	
               

            	
              continued
                employment or the passage of time shall provide for vesting or settlement
                in full of an Award of Restricted Stock over a Term of less than
                three
                years from the date the Award is granted, in each case other than
                as a
                result of or upon the death, disability or Retirement of the Participant
                or a change in control of the Company. Notwithstanding anything herein
                to
                the contrary, the limitations contained in the preceding sentence
                shall
                not apply to Restricted Stock that is granted in lieu of salary,
                cash
                bonus or other cash compensation, in which case there may be no minimum
                Term.

            


    

     

    
      	
               

            	
              7.3

            	
               

            	
              Rights
                as a Stockholder.
                A
                Participant shall have all voting, dividend, liquidation and other
                rights
                with respect to Restricted Stock held by such Participant as if the
                Participant held unrestricted Stock; provided that the unvested portion
                of
                any award of Restricted Stock shall be subject to any restrictions
                on
                transferability or risks of forfeiture imposed pursuant to Sections
                7.1,
                7.2 and 7.4. Unless the Committee otherwise determines or unless
                the terms
                of the applicable Award Agreement or grant provides otherwise, any
                noncash
                dividends or distributions paid with respect to shares of unvested
                Restricted Stock shall be subject to the same restrictions and vesting
                schedule as the Shares to which such dividends or distributions relate.
                

            


    

     

    
      	
               

            	
              7.4

            	
               

            	
              Termination
                of Employment.
                Unless the Committee provides otherwise:


            


    

     

    
      	
               

            	
              (a)

            	
               

            	
              Due
                to Death, or Permanent Disability.
                If a Participant ceases to be an Employee prior to the lapse of
                restrictions on Shares of Restricted Stock by reason of his death,
                permanent disability or retirement, all restrictions on Shares of
                Restricted Stock held for his benefit shall immediately lapse.
                

            


    

     

    
      	
               

            	
              (b)

            	
               

            	
              Due
                to Reasons Other Than Death, Permanent Disability or
                Retirement.
                Upon any other termination of employment prior to the lapse of
                restrictions, participation in the Plan shall cease and all Shares
                of
                Restricted Stock held for the benefit of a Participant shall be forfeited
                by the Participant. 

            


    

     

    
      	
               

            	
              7.5

            	
               

            	
              Certificates.
                The Committee may require that certificates representing Shares of
                Restricted Stock be retained and held in escrow by a designated employee
                or agent of the Company or any Affiliate until any restrictions applicable
                to Shares of Restricted Stock so retained have been satisfied or
                lapsed.
                Each certificate issued in respect to an Award of Restricted Stock
                may, at
                the election of the Committee, bear the following legend:
                

            


    

     

    
      	
               

            	
               

            	
               

            	
              “This
                certificate and the shares of stock represented hereby are subject
                to the
                terms and conditions (including forfeiture provisions and restrictions
                against transfer) contained in the 2006 Incentive Plan and the Restricted
                Stock Award. Release from such terms and conditions shall obtain
                only in
                accordance with the provisions of the Plan and the Award, a copy
                of each
                of which is on file in the office of the Secretary of Lakeland Industries,
                Inc..” 

            


    

     

    
      	
              8.

            	
               

            	
              Stock
                Awards.
                

            


    

     

    
      	
               

            	
              8.1

            	
               

            	
              Grant.
                A
                Participant may be granted one or more Stock Awards under the Plan;
                provided that such Award is granted in lieu of salary, cash bonus
                or other
                cash compensation. Stock Awards shall be subject to such terms and
                conditions, consistent with the other provisions of the Plan, as
                may be
                determined by the Committee.

            


    

     

    
      	
               

            	
              8.2

            	
               

            	
              Rights
                as a Stockholder.
                A
                Participant shall have all voting, dividend, liquidation and other
                rights
                with respect to Shares issued to the Participant as a Stock Award
                under
                this Section 8 upon the Participant becoming the holder of record
                of the
                Shares granted pursuant to such Stock Award; provided that the Committee
                may impose such restrictions on the assignment or transfer of Shares
                awarded pursuant to a Stock Award as it considers appropriate.
                

            


    

     

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	 	 
	
               

            	
              • 

            	
              9.
                Qualifying
                Retirement and Disqualifying Activity

            
	 	 	 
	
               

            	 	
              9.1
                Qualifying
                Retirement.

            
	 	 	 
	
               

            	
              • 

            	
              Unless
                otherwise determined by the Committee at or after the time of granting
                any
                award, and except for a “qualifying retirement” (discussed below), if a
                Participant’s employment by the Company or any subsidiary or affiliate
                terminates for any reason other than death or permanent disability,
                all
                restricted stock held by such Participant which is unvested or subject
                to
                restriction at the time of such termination will be forfeited at
                such
                time. 

            
	
               

            	 	 
	
               

            	
              • 

            	
              If
                a Participant’s employment with the Company or any of its subsidiaries or
                affiliates terminates for any reason other than death, permanent
                disability or the Participant’s involuntary termination for cause, and if
                immediately prior to the date of such termination of employment
                (i) the Participant is 55 years of age or older, and
                (ii) the sum of the Participant’s age and completed years of service
                as an employee of the Company or its subsidiaries or affiliates
                (disregarding fractions in both cases) totals 70 or more (a “qualifying
                retirement”), the following provisions will apply:
                

            


    

    
      	 	 	 
	
               

            	
              • 

            	
              All
                shares of restricted stock awarded to the Participant which have
                vested as
                of the date of the qualifying retirement will be free of restrictions.
                

            
	
               

            	 	 
	
               

            	
              • 

            	
              With
                respect to any time-based restricted stock award which has not vested,
                effective as of the Participant’s retirement date: (a) the award will
                remain in effect with respect to fifty percent (50%) of the shares
                covered
                thereby, and such award will vest on the Participant’s retirement date and
                such shares will be free of restrictions as of the vesting date;
                and
                (b) the award will be terminated with respect to the remaining fifty
                percent (50%) of the shares covered thereby. 

            
	
               

            	 	 
	
               

            	
              • 

            	
              With
                respect to any performance-based restricted stock award which has
                not
                vested, effective as of the Participant’s retirement date: (a) the
                award will remain in effect with respect to fifty percent (50%) of
                the
                shares covered thereby and will vest upon the achievement of the
                related
                performance goals (unless an award expires according to its terms
                prior to
                the satisfaction of the performance goals, in which event the award
                will
                terminate and applicable shares of restricted stock will be forfeited);
                and (b) the award will terminate as to the remaining fifty percent
                (50%) of the shares covered thereby. However, if the Participant
                is the
                Chief Executive Officer or a member of his or her direct reporting
                group,
                and such person has given the Company written notice at least one
                (1) full year prior to his or her qualifying retirement, no unvested
                performance-based restricted stock awards will terminate upon such
                retirement, and one hundred percent (100%) of the shares covered
                by such
                awards will remain in effect and will vest upon the achievement of
                the
                related performance goals (unless an award expires according to its
                terms
                prior to the satisfaction of the performance goals, in which event
                the
                award will terminate and applicable shares of restricted stock will
                be
                forfeited). 

            


    

    


    
      	
              9.2
                Disqualifying
                Activity.

                

              Notwithstanding
                the foregoing, if the Committee determines that the Participant is
                or has
                engaged in any disqualifying activity (as defined below), then (1) to
                the extent that any restricted stock award held by such Participant
                has
                vested as of the disqualification date (as defined below), the Participant
                will have the right to receive all shares of restricted stock which
                are
                vested as of such date and (2) to the extent that any restricted
                stock award held by such Participant has not vested as of the
                disqualification date, the award will terminate, and all related
                shares
                will be forfeited, as of such date. Any determination by the Committee,
                which may act upon the recommendation of the Chief Executive Officer
                or
                other senior officer of the Company, that the Participant is or has
                engaged in any disqualifying activity, and as to the disqualification
                date, will be final and conclusive.


            


    

    
      	 	 	 
	
               

            	 	
              For
                purposes of this provision, the term “disqualifying activity” is defined
                in the Plan to include, among other activities:


            


    

     

    
 

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
      	 	 	 
	
               

            	
              • 

            	
              directly
                or indirectly being an owner, officer, employee, advisor or consultant
                to
                a company that competes with the Company or its subsidiaries or affiliates
                to an extent deemed material by the Committee, or 

            
	
               

            	 	 
	
               

            	
              • 

            	
              disclosure
                to third parties or misuse of any confidential information or trade
                secrets of the Company, its subsidiaries or affiliates, or
                

            
	
               

            	 	 
	
               

            	
              • 

            	
              any
                material violation of the Company’s Code of Business Conduct and Ethics or
                any other agreement between the Company and the Participant, or
                

            
	
               

            	 	 
	
               

            	
              • 

            	
              failing
                in any material respect to perform his or her assigned responsibilities
                as
                an employee of the Company or any of its subsidiaries or affiliates,
                as
                determined by the Committee, in its sole judgment, after consulting
                with
                the Chief Executive Officer. 

            


    

    


    
      	 	 	 
	
               

            	
               

            	
              The
                ownership of less than 2% of the outstanding voting securities of
                a
                publicly traded corporation which competes with the Company or any
                of its
                subsidiaries or affiliates will not constitute a disqualifying activity.
                

            
	
               

            	 	 
	
               

            	
               

            	
              The
                term “disqualifying date” is defined in the Plan as the earliest date as
                of which the Participant engaged in any disqualifying activity, as
                determined by the Committee. 

            


    

    


    
      	 	 	 


    

    


    
      	
              10.

               

              11.

            	
               

            	
              Options.
                Options are not part of this Plan.

               

              Stock
                Appreciation Rights.
                Stock Appreciation rights are not part of this
                Plan.

            


    

     

    
      	
              12.

            	
               

            	
              Nontransferability
                of Rights.
                Unless the Committee provides otherwise, (i) no rights under any
                Award
                will be assignable or transferable and no Participant or Beneficiary
                will
                have any power to anticipate, alienate, dispose of, pledge or encumber
                any
                rights under any Award, and (ii) the rights and the benefits of any
                Award
                may be exercised and received during the lifetime of the Participant
                only
                by the Participant or by the Participant’s legal representative. The
                Participant may, by completing and signing a written beneficiary
                designation form which is delivered to and accepted by the Company,
                designate a beneficiary to receive any payment and/or exercise any
                rights
                with respect to outstanding Awards upon the Participant’s death. If at the
                time of the Participant’s death there is not on file a fully effective
                beneficiary designation form, or if the designated beneficiary did
                not
                survive the Participant, the person or persons surviving at the time
                of
                the Participant’s death in the first of the following classes of
                beneficiaries in which there is a survivor, shall have the right
                to
                receive any payment and/or exercise any rights with respect to outstanding
                Awards: 

            


    

     

    
      	
               

            	
              (a)

            	
               

            	
              Participant’s
                surviving spouse; 

            


    

     

    
      	
               

            	
              (b)

            	
               

            	
              Equally
                to the Participant’s children, except that if any of the Participant’s
                children predecease the Participant but leave descendants surviving,
                such
                descendants shall take by right of representation the share their
                parent
                would have taken if living; 

            


    

     

    
      	
               

            	
              (c)

            	
               

            	
              Participant’s
                surviving parents equally; 

            


    

    
      


      
        	
                 

              	
                (d)

              	
                 

              	
                Participant’s
                  surviving brothers and sisters equally; or


              


      

       

      
        	
                 

              	
                (e)

              	
                 

              	
                The
                  legal representative of the Participant’s estate.
                  

              


      

       

      
        	
                 

              	
                 

              	
                If
                  a person in the class surviving dies before receiving any payment
                  and/or
                  exercising any rights with

              


      

       



    


    
      
        
           

          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    
      	
               

            	
               

            	
              respect
                to outstanding Awards (or the person’s share of any payment and/or rights
                in case of more than one person in the class), that person’s right to
                receive any payment and/or exercise any rights with respect to outstanding
                Awards will lapse and the determination of who will be entitled to
                receive
                any payment and/or exercise any rights with respect to outstanding
                Awards
                will be determined as if that person predeceased the Participant.
                

            


    

     

    
      	
              13.

            	
               

            	
              Termination
                of Employment. 

            


    

     

    
      	
               

            	
              13.1

            	
               

            	
              Transfers
                of employment between the Company and an Affiliate, or between Affiliates,
                will not constitute termination of employment for purposes of any
                Award.
                

            


    

     

    
      	
               

            	
              13.2

            	
               

            	
              The
                Committee may specify whether any authorized leave of absence or
                absence
                for military or government service or for any other reasons will
                constitute a termination of employment for purposes of the Award
                and the
                Plan. 

            


    

     

    
      	
              14.

            	
               

            	
              Reorganization.
                Unless the Committee or the Board otherwise determines either at
                the time
                the Award is granted or at any time thereafter, if substantially
                all of
                the assets of the Company are acquired by another corporation or
                in case
                of a reorganization of the Company involving the acquisition of the
                Company by another entity, then as to each Participant who is an
                Employee
                immediately prior to the consummation of the transaction:
                

            


    

     

    
      	
               

            	
              (a)

            	
               

            	
              Intentionally
                left blank

            


    

     

    
      	
               

            	
              (b)

            	
               

            	
              All
                restrictions with respect to Restricted Stock shall lapse immediately
                prior to the consummation of the transaction, and Shares free of
                restrictive legend shall be delivered to the Participant.
                

            


    

     

    
      	
               

            	
              (c)

            	
               

            	
              All
                Performance Cycles for the purpose of determining the amounts of
                Awards of
                Performance Shares and Performance Units payable shall end at the
                end of
                the calendar quarter immediately preceding the consummation of the
                transaction. The amount of an Award payable shall be that fraction
                of the
                Award computed pursuant to the preceding sentence, the numerator
                of which
                is the number of calendar quarters completed in the Performance Cycle
                through the end of the calendar quarter immediately preceding the
                consummation of the transaction and the denominator of which is the
                number
                of full calendar quarters in the Performance Cycle. The amount of
                an Award
                payable shall be paid within sixty days after consummation of the
                transaction. 

            


    

     

    
      	
               

            	
               

            	
              For
                avoidance of doubt, this Section 14 shall not apply to the sale or
                other
                disposition by the Company of the assets of, or stock or other ownership
                interests in, an Affiliate unless such disposition would constitute
                a
                disposition of substantially all of the assets of the Company.
                

            


    

     

    
      	
               

            	
               

            	
              The
                Committee shall take such action as in its discretion may be necessary
                or
                advisable to carry out the provisions of this Section.
                

            


    

     

    
      	
              15.

            	
               

            	
              Board
                Changes.
                Unless the Committee or the Board otherwise determines either at
                the time
                the Award is granted or at any time thereafter, on the date that
                a
                majority of the Board shall be persons other than persons (a) for
                whose
                election proxies shall have been solicited by the Board or (b) who
                are
                then serving as directors appointed by the Board to fill vacancies
                on the
                Board caused by death or resignation (but not by removal) or to fill
                newly-created directorships, then as to any Participant who is an
                Employee
                immediately prior to said date and who ceases to be an Employee within
                six
                months after said date for any reason other than as a result of death,
                permanent disability or Retirement:


            


    

    


    
      	
               

            	
               (i)

            	
               

            	
              Intentionally
                left blank

            


    

     

    
      	
               

            	
               (ii)

            	
               

            	
              All
                restrictions with respect to Restricted Stock shall lapse and Shares
                free
                of restrictive legend shall be delivered to the Participant.
                

            


    

     

    
      	
               

            	
              (iii)

            	
               

            	
              All
                Performance Cycles for the purpose of determining the amounts of
                Awards of
                Performance 

            


    

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    
      	
               

            	
               

            	
               

            	
               Shares
                and Performance Units payable shall end at the end of the calendar
                quarter
                immediately preceding the date on which said Participant ceased to
                be an
                Employee. The amount of an Award payable to said Participant shall
                be that
                fraction of the Award computed pursuant to the preceding sentence,
                the
                numerator of which is the number of calendar quarters during the
                Performance Cycle during all of which said Participant was an Employee
                and
                the denominator of which is the number of full calendar quarters
                in the
                Performance Cycle. The amount of an Award payable shall be paid within
                sixty days after said Participant ceases to be an Employee.
                

            


    

     

    
      	
               

            	
               

            	
              The
                Committee shall take such action as in its discretion may be necessary
                or
                advisable to carry out the provisions of this Section.
                

            


    

     

    
      	
              16.

            	
               

            	
              Qualifying
                Performance-Based Compensation.
                

            


    

     

    
      	
               

            	
              16.1

            	
               

            	
              General.
                The Committee may specify that all or a portion of any Award is intended
                to satisfy the requirements for “performance-based compensation” under
                Section 162(m) of the Code; provided that the performance criteria
                for any
                portion of an Award that is intended by the Committee to satisfy
                the
                requirements for “performance-based compensation” under Section 162(m) of
                the Code shall be a measure based on one or more Qualifying Performance
                Criteria selected by the Committee and specified at the time such
                Award is
                granted. The Committee shall certify the extent to which any Qualifying
                Performance Criteria has been satisfied, and the amount payable as
                a
                result thereof, prior to payment, settlement or vesting of any Award
                that
                is intended to satisfy the requirements for “performance-based
                compensation” under Section 162(m) of the Code. Notwithstanding
                satisfaction of any performance goals, the number of Shares issued
                or the
                amount paid under an Award may be reduced by the Committee on the
                basis of
                such further considerations as the Committee shall determine.
                

            


    

     

    
      	
               

            	
              16.2

            	
               

            	
              Qualifying
                Performance Criteria.
                For purposes of this Plan, the term “Qualifying Performance Criteria”
                shall mean any one or more of the following performance criteria,
                either
                individually, alternatively or in any combination, applied to either
                the
                Company as a whole or to a business unit or Affiliate, either
                individually, alternatively or in any combination, and measured either
                annually or cumulatively over a period of years, on an absolute basis
                or
                relative to a pre-established target, to previous years’ results or to a
                designated comparison group, in each case as specified by the Committee:
                Return on Equity (ROE), Return on Investment (ROI), Return on Assets
                (ROA), Sales, Earnings Before Interest, Taxes, Depreciation and
                Amortization (EBITDA), or Earnings Per Share
                (EPS).

            


    

     

    
      	
              17.

            	
               

            	
              Effective
                Date of the Plan.
                

            


    

     

    
      	
               

            	
              17.1

            	
               

            	
              Effective
                Date.
                The Plan was approved by the Board as of April 11, 2006, but it will
                only
                become effective (the “Effective Date”) when it is approved by the
                Company’s stockholders at the annual meeting of the Company’s stockholders
                on June 21, 2006 or any adjournment thereof (the “2006 Annual Meeting”).
                If this plan is not approved by the affirmative vote of the holders
                of a
                majority of the outstanding Shares of the Company present, or represented
                by proxy, and entitled to vote, at the 2006 Annual Meeting in accordance
                with the laws of the State of Delaware, this plan shall be void.
                

            


    

     

    
      	
               

            	
              17.2

            	
               

            	
              Duration
                of the Plan.
                The Plan shall remain available for the grant of Awards until the
                tenth
                (10th) anniversary of the Effective Date. Notwithstanding the foregoing,
                the Plan may be terminated at such earlier time as the Board may
                determine. Termination of the Plan will not affect the rights and
                obligations of the Participants and the Company arising under Awards
                theretofore granted and then in effect.


            


    

     

    
      	
              18.

            	
               

            	
              Right
                to Terminate Employment.
                Nothing in the Plan shall confer upon any Participant the right to
                continue in the employment of the Company or any Affiliate or affect
                any
                right which the Company or any Affiliate may have to terminate employment
                of the Participant. 

            


    

     

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    
      	
              19.

            	
               

            	
              Compliance
                With Laws; Listing and Registration of Shares.
                All Awards granted under the Plan (and all issuances of Stock or
                other
                securities under the Plan) shall be subject to all applicable laws,
                rules
                and regulations, and to the requirement that if at any time the Committee
                shall determine that the listing, registration or qualification of
                the
                Shares covered thereby upon any securities exchange or under any
                state or
                federal law, or the consent or approval of any governmental regulatory
                body, is necessary or desirable as a condition of, or in connection
                with,
                the grant of such Award or the issue or purchase of Shares thereunder,
                such Award may not be exercised in whole or in part, or the restrictions
                on such Award shall not lapse, unless and until such listing,
                registration, qualification, consent or approval shall have been
                effected
                or obtained free of any conditions not acceptable to the Committee.
                

            


    

     

    
      	
              20.

            	
               

            	
              Conditions
                and Restrictions Upon Securities Subject to Awards.
                The Committee may provide that the Shares subject to or issued under
                an
                Award shall be subject to such further agreements, restrictions,
                conditions or limitations as the Committee in its discretion may
                specify
                prior to the grant, vesting or settlement of such Award, including
                without
                limitation, conditions on vesting or transferability, forfeiture
                or
                repurchase provisions and method of payment for the Shares issued
                upon
                exercise, vesting or settlement of such Award (including the actual
                or
                constructive surrender of Shares already owned by the Participant)
                or
                payment of taxes arising in connection with an Award. Without limiting
                the
                foregoing, such restrictions may address the timing and manner of
                any
                resales by the Participant or other subsequent transfers by the
                Participant of any Shares issued under an Award, including without
                limitation (a) restrictions under an insider trading policy or pursuant
                to
                applicable law, (b) restrictions designed to delay and/or coordinate
                the
                timing and manner of sales by Participant and holders of other Company
                equity compensation arrangements, and (c) restrictions as to the
                use of a
                specified brokerage firm for such resales or other transfers.
                

            


    

     

    
      	
              21.

            	
               

            	
              Withholding
                Taxes.
                The Company or an Affiliate shall be entitled to: (a) withhold and
                deduct
                from future wages of a Participant (or from other amounts that may
                be due
                and owing to a Participant from the Company or an Affiliate), including
                all payments under this Plan, or make other arrangements for the
                collection of (including through the sale of Shares otherwise issuable
                pursuant to the applicable Award), all legally required amounts necessary
                to satisfy any and all federal, state, local and foreign withholding
                and
                employment-related tax requirements attributable to an Award, including,
                without limitation, the grant, exercise or vesting of, or payment
                of
                dividends with respect to, an Award or a disqualifying disposition
                of
                Common Stock received upon exercise of an Incentive Stock Option;
                or (b)
                require a Participant promptly to remit the amount of such withholding
                to
                the Company before taking any action with respect to an Award. To
                the
                extent specified by the Committee, withholding may be satisfied by
                withholding Stock to be received upon exercise or vesting of an Award
                or
                by delivery to the Company of previously owned Stock. In addition,
                the
                Company may reasonably delay the issuance or delivery of Shares pursuant
                to an Award as it determines appropriate to address tax withholding
                and
                other administrative matters. 

            


    

     

    
      	
              22.

            	
               

            	
              Deferral
                of Payments.
                The Committee may, in an Award Agreement or otherwise, provide for
                the
                deferred delivery of Shares upon settlement, vesting or other events
                with
                respect to Restricted Stock, or in payment or satisfaction of an
                Award of
                Performance Shares or Performance Units. Notwithstanding anything
                herein
                to the contrary, in no event will any deferral of the delivery of
                Shares
                or any other payment with respect to any Award be allowed if the
                Committee
                determines, in its sole discretion, that the deferral would result
                in the
                imposition of the additional tax under Section 409A(1)(B) of the
                Code.

            


    

     

    
      	
              23.

            	
               

            	
              No
                Liability of Company.
                The Company and any Affiliate which is in existence or hereafter
                comes
                into existence shall not be liable to a Participant, Beneficiary
                or any
                other person as to: (a) the non-issuance or sale of Stock as to which
                the
                Company has been unable to obtain, from any regulatory body having
                jurisdiction over the matter, the authority deemed by the Company’s
                counsel to be necessary to the lawful issuance and sale of any Shares
                hereunder; (b) any tax consequence to any Participant, Beneficiary
                or
                other person due to the receipt, exercise or settlement of any Award
                granted hereunder; or (c) any provision of law or legal restriction
                that
                prohibits or restricts the transfer of Shares issued pursuant to
                any
                Award. 

            


    

     

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    
      	
              24.

            	
               

            	
              Amendment,
                Modification and Termination of the Plan.
                The Board or Committee may at any time terminate, suspend or modify
                the
                Plan, except that the Board or Committee will not, without authorization
                of the stockholders of the Company, effect any change (other than
                through
                adjustment for changes in capitalization as provided in Section 25)
                which
                will: 

            


    

     

    
      	
               

            	
              (a)

            	
               

            	
              increase
                the total amount of Stock which may be awarded under the Plan;
                

            


    

     

    
      	
               

            	
              (b)

            	
               

            	
              increase
                the individual maximum limits in Section 4.3;


            


    

     

    
      	
               

            	
              (c)

            	
               

            	
              change
                the class of Employees eligible to participate in the Plan;
                

            


    

     

    
      	
               

            	
              (d)

            	
               

            	
              permit
                any person, while a member of the Committee, to be eligible to participate
                in the Plan; 

            


    

     

    
      	
               

            	
              (e)

            	
               

            	
              Intentionally
                left blank.

            


    

     

    
      	
               

            	
              (f)

            	
               

            	
              extend
                the duration of the Plan; or 

            


    

     

    
      	
               

            	
              (g)

            	
               

            	
              otherwise
                amend the Plan in any manner requiring stockholder approval by law.
                

            


    

     

    
      	
               

            	
               

            	
              No
                termination, suspension, or modification of the Plan will adversely
                affect
                any right acquired by any Participant or any Beneficiary under an
                Award
                granted before the date of termination, suspension, or modification,
                unless otherwise agreed to by the Participant; but it will be conclusively
                presumed that any adjustment for changes in capitalization provided
                for in
                Section 25 does not adversely affect any right.


            


    

     

    
      	
              25.

            	
               

            	
              Adjustment
                for Changes in Capitalization. 

            


    

     

    
      	
               

            	
              (a)

            	
               

            	
              In
                the event that the number of Shares shall be increased or decreased
                through a reorganization, reclassification, combination of shares,
                stock
                split, reverse stock split, spin-off, dividend (other than regular,
                quarterly cash dividends), or otherwise, then each Share that has
                been
                authorized for issuance under the Plan, whether such Share is then
                currently subject to or may become subject to an Award under the
                Plan, as
                well as the per share limits set forth in Section 4, shall be
                appropriately adjusted by the Committee to reflect such increase
                or
                decrease, unless the Company provides otherwise under the terms of
                such
                transaction. The terms of any outstanding Award shall also be adjusted
                by
                the Committee as to price, number of Shares subject to such Award
                and
                other terms to reflect the foregoing events.


            


    

     

    
      	
               

            	
              (b)

            	
               

            	
              In
                the event there shall be any other change in the number or kind of
                outstanding Shares, or any stock or other securities into which such
                Shares shall have been changed, or for which it shall have been exchanged,
                whether by reason of a merger, consolidation or otherwise, then the
                Committee shall, in its sole discretion, determine the appropriate
                adjustment, if any, to be effected. In addition, in the event of
                such
                change described in this paragraph, the Committee may accelerate
                the time
                or times at which any Award may be exercised and may provide for
                cancellation of such accelerated Awards that are not exercised within
                a
                time prescribed by the Committee in its sole
                discretion.

            


    

     

    
      	
               

            	
              (c)

            	
               

            	
              No
                right to purchase fractional Shares shall result from any adjustment
                in
                Awards pursuant to this Section 25. In case of any such adjustment,
                the
                Shares subject to the Award shall be rounded down to the nearest
                whole
                Share. Notice of any adjustment shall be given by the Company to
                each
                Participant, which shall have been so adjusted and such adjustment
                (whether or not notice is given) shall be effective and binding for
                all
                purposes of the Plan. 

            


    

     

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