EX-10.2



 





Exhibit 10.2




WORLD WRESTLING ENTERTAINMENT, INC.




2007 OMNIBUS INCENTIVE PLAN






 









 








WORLD WRESTLING ENTERTAINMENT, INC.




2007 OMNIBUS INCENTIVE PLAN




ARTICLE I




PURPOSE AND ADOPTION OF THE PLAN




     1.01. Purpose. The purpose of the World Wrestling Entertainment, Inc. 2007 Incentive
Plan (as amended from time to time, the “Plan”) is to assist in attracting and retaining highly
competent employees, directors and consultants, to act as an incentive in motivating selected
employees, directors and consultants of the Company and its Subsidiaries, to achieve long-term
corporate objectives and to enable stock-based and cash-based incentive awards to qualify as
performance-based compensation for purposes of the tax deduction limitations under Section 162(m)
of the Code.



     1.02. Adoption and Term. The Plan has been approved by the Board to be effective as
of July 20, 2007, subject to the approval of the stockholders of the Company. While Awards may be
made hereunder prior to the approval of stockholders, all such Awards remain subject to stockholder
approval and no payments may be made pursuant to Awards, nor Awards exercised, nor unrestricted
shares of Class A Common Stock granted hereunder, unless and until this Plan is approved by the
Company’s stockholders. Upon approval by the Company’s stockholders of this Plan, each of the
Company’s 1999 Long-Term Incentive Plan (the “LTIP”) and the Company’s Management Incentive Bonus
Plan shall terminate; provided, that in accordance with such plans, such termination shall not
affect in any fashion any awards that have been made thereunder prior to the termination of such
plans. This Plan shall remain in effect until terminated by action of the Board; provided,
however, that no Awards may be granted hereunder after the tenth anniversary of its initial
effective date.



ARTICLE II




DEFINITIONS




     For the purpose of this Plan, capitalized terms shall have the following meanings:



     2.01. Award means any one or a combination of Non-Qualified Stock Options or Incentive
Stock Options described in Article VI, Stock Appreciation Rights described in Article VI,
Restricted Shares and Restricted Stock Units described in Article VII, Performance Awards described
in Article VIII, other stock-based Awards described in Article IX, short-term cash incentive Awards
described in Article X or any other Award made under the terms of the Plan.



     2.02. Award Agreement means a written agreement between the Company and a Participant
or a written acknowledgment from the Company to a Participant specifically setting forth the terms
and conditions of an Award granted under the Plan.



     2.03. Award Period means, with respect to an Award, the period of time, if any, set
forth in the Award Agreement during which specified target performance goals must be achieved or
other conditions set forth in the Award Agreement must be satisfied.



2









 





     2.04. Beneficiary means an individual, trust or estate who or which, by a written
designation of the Participant filed with the Company, or if no such written designation is filed,
by operation of law, succeeds to the rights and obligations of the Participant under the Plan and
the Award Agreement upon the Participant’s death.



     2.05. Board means the Board of Directors of the Company.



     2.06. Change in Control means, and shall be deemed to have occurred upon the
occurrence of, any one of the following events:



          (a) The acquisition in one or more transactions, other than from the Company, by any
individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange
Act), other than the Company, a Subsidiary or any employee benefit plan (or related trust)
sponsored or maintained by the Company or a Subsidiary, of beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of a number of Company Voting Securities in
excess of 30% of the Company Voting Securities unless such acquisition has been approved by the
Board;




          (b) Any change has occurred to the Board within a 24-month period that causes more than fifty
percent (50%) of the Board to consist of persons other than (i) persons who were members of the
Board at the beginning of such 24-month period and (ii) persons who were nominated for election as
members of the Board at a time when more than fifty percent (50%) of the Board consisted of persons
who were members of the Board at the beginning of such 24-month period; provided, however, that any
person nominated for election by a Board at least more than fifty percent (50%) of whom constituted
persons described in clauses (i) and/or (ii) or by persons who were themselves nominated by such
Board shall, for this purpose, be deemed to have been nominated by a Board composed of persons
described in clause (i);




          (c) The consummation (i.e. closing) of a reorganization, merger or consolidation involving the
Company, unless, following such reorganization, merger or consolidation, all or substantially all
of the individuals and entities who were the respective beneficial owners of the Outstanding Common
Stock and Company Voting Securities immediately prior to such reorganization, merger or
consolidation, following such reorganization, merger or consolidation beneficially own, directly or
indirectly, more than 60% of, respectively, the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities entitled to vote generally in the
election of directors or trustees, as the case may be, of the entity resulting from such
reorganization, merger or consolidation in substantially the same proportion as their ownership of
the Outstanding Common Stock and Company Voting Securities immediately prior to such
reorganization, merger or consolidation, as the case may be;




          (d) The consummation (i.e. closing) of a sale or other disposition of all or substantially all
the assets of the Company, unless, following such sale or disposition, all or substantially all of
the individuals and entities who were the respective beneficial owners of the Outstanding Common
Stock and Company Voting Securities immediately prior to such sale, following such sale,
beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the

3









 








election of directors or trustees, as the case may be, of the entity purchasing such assets in
substantially the same proportion as their ownership of the Outstanding Common Stock and Company
Voting Securities immediately prior to such sale or disposition, as the case may be; or




          (e) the consummation of a complete liquidation or dissolution of the Company.




     2.07. Class A Common Stock means the Class A common stock of the Company, with a par
value of $0.01 per share.



     2.08. Code means the Internal Revenue Code of 1986, as amended. References to a
section of the Code shall include that section and any comparable section or sections of any future
legislation that amends, supplements or supersedes said section.



     2.09. Committee means the Compensation Committee of the Board.



     2.10. Company means World Wrestling Entertainment, Inc., a Delaware corporation, and
its successors.



     2.11. Common Stock means the Class A common stock of the Company and Class B common
stock of the Company, each with a par value of $0.01 per share.



     2.12. Company Voting Securities means the combined voting power of all outstanding
voting securities of the Company entitled to vote generally in the election of directors to the
Board.



     2.13. Date of Grant means the date designated by the Committee as the date as of which
it grants an Award, which shall not be earlier than the date on which the Committee approves the
granting of such Award.



     2.14. Dividend Equivalent Account means a bookkeeping account in accordance with under
Section 11.17 and related to an Award that is credited with the amount of any cash dividends or
stock distributions that would be payable with respect to the shares of Class A Common Stock
subject to such Awards had such shares been outstanding shares of Class A Common Stock.



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



     2.16. Exercise Price means, with respect to a Stock Appreciation Right, the amount
established by the Committee in the Award Agreement which is to be subtracted from the Fair Market
Value on the date of exercise in order to determine the amount of the payment to be made to the
Participant, as further described in Section 6.02(b).



     2.17. Fair Market Value means, on any date, (i) the closing sale price of a share of
Class A Common Stock, as reported on the Composite Tape for New York Stock Exchange Listed
Companies (or other established stock exchange on which the Class A Common Stock is regularly
traded) on such date or, if there were no sales on such date, on the last date preceding such date
on which a sale was reported; or (ii) if



4









 




shares of Common Stock are not listed for trading on an established stock exchange, Fair
Market Value shall be determined by the Committee in good faith.




     2.18. Incentive Stock Option means a stock option within the meaning of Section 422 of
the Code.



     2.19. Merger means any merger, reorganization, consolidation, exchange, transfer of
assets or other transaction having similar effect involving the Company.



     2.20. Non-Qualified Stock Option means a stock option which is not an Incentive Stock
Option.



     2.21. Options means all Non-Qualified Stock Options and Incentive Stock Options
granted at any time under the Plan.



     2.22. Outstanding Common Stock means, at any time, the issued and outstanding shares
of Common Stock.



     2.23. Participant means a person designated to receive an Award under the Plan in
accordance with Section 5.01.



     2.24. Performance Awards means Awards granted in accordance with Article VIII.



     2.25. Performance Goals means any one or more of the following as chosen by the
Committee for a particular Award: net revenues, operating income, income from continuing
operations, net income, operating profit (earnings from continuing operations before interest and
taxes), earnings per share, cash flow, earnings before interest, taxes, depreciation and
amortization (“EBITDA”), return on investment or working capital, return on stockholders’ equity,
return on assets, stock price appreciation, total stockholder return and/or economic value added
(the amount, if any, by which net operating profit after tax exceeds a reference cost of capital),
any one of which may be measured with respect to the Company or any one or more of its Subsidiaries
or divisions and either in absolute terms or as compared to another company or companies. The
above terms shall have the same meaning as in the Company’s financial statements, or if the terms
are not used in the Company’s financial statements, as applied pursuant to generally accepted
accounting principles, or as used in the Company’s business, as applicable. With respect to any
Award intended to qualify as “performance-based” compensation for purposes of Section 162(m) of the
Code, these Performance Goals will be established by the Committee during the time periods
required, and determined to be met or not met by written certification by the Committee (which may
be in minutes of meetings), all to extent required by Section 162(m) of the Code.



     2.26. Plan has the meaning given to such term in Section 1.01.



     2.27. Purchase Price, with respect to Options, shall have the meaning set forth in
Section 6.01(b).



     2.28. Restricted Shares means Class A Common Stock subject to restrictions imposed in
connection with Awards granted under Article VII.



5









 





     2.29. Restricted Stock Unit means a unit representing the right to receive Class A
Common Stock or the value thereof in the future subject to restrictions imposed in connection with
Awards granted under Article VII.



     2.30. Rule 16b-3 means Rule 16b-3 promulgated by the Securities and Exchange
Commission under Section 16 of the Exchange Act, as the same may be amended from time to time, and
any successor rule.



     2.31. Stock Appreciation Rights means awards granted in accordance with Article VI.



     2.32 Subsidiary means a subsidiary of the Company within the meaning of Section 424(f)
of the Code.



     2.33. Termination of Service means the voluntary or involuntary termination of a
Participant’s service as an employee, director or consultant with the Company or a Subsidiary for
any reason, including death, disability, retirement or as the result of the divestiture of the
Participant’s employer or any similar transaction in which the Participant’s employer ceases to be
the Company or one of its Subsidiaries. Whether entering military or other government service
shall constitute Termination of Service, or whether and when a Termination of Service shall occur
as a result of disability, shall be determined in each case by the Committee in its sole
discretion.



ARTICLE III




ADMINISTRATION




     3.01. Committee.



          (a) Duties and Authority. The Plan shall be administered by the Committee and the
Committee shall have exclusive and final authority in each determination, interpretation or other
action affecting the Plan and its Participants. The Committee shall have the sole discretionary
authority to interpret the Plan, to establish and modify administrative rules for the Plan, to
impose such conditions and restrictions on Awards as it determines appropriate, and to make all
factual determinations with respect to and take such steps in connection with the Plan and Awards
granted hereunder as it may deem necessary or advisable. The Committee may delegate such of its
powers and authority under the Plan as it deems appropriate to a subcommittee of the Committee or,
solely with respect to grants to Participants who are not directors or executive officers,
designated executive officers of the Company. In addition, the full Board may exercise any of the
powers and authority of the Committee under the Plan. In the event of such delegation of authority
or exercise of authority by the Board, references in the Plan to the Committee shall be deemed to
refer, as appropriate, to the delegate of the Committee or the Board. Actions taken by the
Committee or any subcommittee thereof, and any delegation by the Committee to designated executive
officers under this Section 3.01 shall comply with Section 16(b) of the Exchange Act, the
performance-based provisions of Section 162(m) of the Code, the rules and regulations of the NYSE
(or such other principal securities market on which the shares are traded), and the regulations
promulgated under each of such statutory provisions, or the












 







respective successors to such statutory provisions or regulations, as in effect from time to
time, to the extent applicable.




          (b) Indemnification. Each person who is or shall have been a member of the Board or
the Committee, or an officer or employee of the Company to whom authority was delegated in
accordance with the Plan shall be indemnified and held harmless by the Company against and from any
loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such
individual in connection with or resulting from any claim, action, suit, or proceeding to which he
or she may be a party or in which he or she may be involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any
judgment in any such action, suit, or proceeding against him or her, provided he or she shall give
the Company an opportunity, at its own expense, to handle and defend the same before he or she
undertakes to handle and defend it on his or her own behalf; provided, however, that the foregoing
indemnification shall not apply to any loss, cost, liability, or expense that is a result of his or
her own willful misconduct. The foregoing right of indemnification shall not be exclusive of any
other rights of indemnification to which such persons may be entitled under the Company’s
Certificate of Incorporation or Bylaws, conferred in a separate agreement with the Company, as a
matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them
harmless.




ARTICLE IV




SHARES




     4.01. Number of Shares Issuable. The total number of shares initially authorized to
be issued under the Plan shall be 5,000,000 shares less the number of shares, if any, used under
the LTIP between the date hereof and the date the LTIP terminates in accordance with Section 1.02
hereof. No more than 5,000,000 shares of Class A Common Stock may be issued under the Plan as
Incentive Stock Options. The foregoing share limits shall be subject to adjustment in accordance
with Section 11.07. Any Awards granted in substitution for outstanding awards of an acquired
company shall not count toward the maximum number of Awards provided for in the first sentence of
this Section 4.01 herein. The shares to be offered under the Plan shall be authorized and unissued
Class A Common Stock, or issued Class A Common Stock that shall have been reacquired by the
Company.



     4.02. Shares Subject to Terminated Awards. Class A Common Stock covered by any
unexercised portions of terminated or forfeited Options (including canceled Options) granted under
Article VI, Class A Common Stock forfeited as provided in Section 7.02(a), Stock Units and other
stock-based Awards terminated or forfeited as provided in Article IX, and Class A Common Stock
subject to any Awards that are otherwise surrendered by the Participant may again be subject to new
Awards under the Plan. Shares of Class A Common Stock surrendered to or withheld by the Company in
payment or satisfaction of the Purchase Price of an Option or tax withholding obligation with
respect to an Award shall be available for the grant of new Awards under the Plan. In the event of
the exercise of Stock Appreciation Rights, whether or not granted in tandem with Options, only the
number of shares of Class A Common Stock actually



7









 




issued in payment of such Stock Appreciation Rights shall be charged against the number of
shares of Class A Common Stock available for the grant of Awards hereunder.




ARTICLE V




PARTICIPATION




     5.01. Eligible Participants; Limitations on Grants. Participants in the Plan shall be
such employees, directors, consultants and independent contractors of the Company and its
Subsidiaries as the Committee, in its sole discretion, may designate from time to time. The
Committee’s designation of a Participant in any year shall not require the Committee to designate
such person to receive Awards or grants in any other year. The designation of a Participant to
receive Awards or grants under one portion of the Plan does not require the Committee to include
such Participant under other portions of the Plan. The Committee shall consider such factors as it
deems pertinent in selecting Participants and in determining the type and amount of their
respective Awards. Subject to adjustment in accordance with Section 11.07, no Participant shall be
granted (i) Awards under this Plan in respect of more than 1,000,000 shares of Class A Common Stock
(whether through grants of Options or Stock Appreciation Rights or other Awards of Common Stock or
rights with respect thereto) over any period of five consecutive calendar years; or (ii) cash-based
Awards under Article X hereof of more than as follows: (x) to any executive officer of the Company
or its subsidiaries who is determined to be a “covered employee” as defined under or otherwise
interpreted in compliance with Section 162(m) of the Code. four percent (4%) of the earnings before
interest, taxes, depreciation and amortization (“EBITDA”) of the Company and its subsidiaries on a
consolidated basis and determined in accordance with generally accepted accounting principles and
otherwise subject to such rules and restrictions as determined by the Committee; (y) for any other
participant three percent (3%) of EBITDA; and (z) a maximum aggregate to all Participants in
respect of any fiscal year of twenty percent (20%) of EBITDA; or (iii) cash-based Awards under
Article VIII requiring payments in excess of $4 million in any fiscal year.



ARTICLE VI




STOCK OPTIONS AND STOCK APPRECIATION RIGHTS




     6.01. Option Awards.



          (a) Grant of Options. The Committee may grant, to such Participants as the Committee
may select, Options entitling the Participant to purchase shares of Class A Common Stock from the
Company in such number, at such price, and on such terms and subject to such conditions, not
inconsistent with the terms of this Plan, as may be established by the Committee. The terms of any
Option granted under this Plan shall be set forth in an Award Agreement.




          (b) Purchase Price of Options. The Purchase Price of each share of Class A Common
Stock which may be purchased upon exercise of any Option granted




8









 








under the Plan shall be determined by the Committee; provided, however, that in no event shall
the Purchase Price be less than the Fair Market Value on the Date of Grant.




          (c) Designation of Options. The Committee shall designate, at the time of the grant
of each Option, the Option as an Incentive Stock Option or a Non-Qualified Stock Option.




          (d) Incentive Stock Option Share Limitation. No Participant may be granted Incentive
Stock Options under the Plan (or any other plans of the Company and its Subsidiaries) that would
result in shares with an aggregate Fair Market Value (measured on the Date of Grant) of more than
$100,000 first becoming exercisable in any one calendar year.




          (e) Rights As a Stockholder. A Participant or a transferee of an Option pursuant to
Section 11.04 shall have no rights as a stockholder with respect to Class A Common Stock covered by
an Option until the Participant or transferee shall have become the holder of record of any such
shares, and no adjustment shall be made for dividends in cash or other property or distributions or
other rights with respect to any such Class A Common Stock for which the record date is prior to
the date on which the Participant or a transferee of the Option shall have become the holder of
record of any such shares covered by the Option; provided, however, that Participants are entitled
to share adjustments to reflect capital changes under Section 11.07.




     6.02. Stock Appreciation Rights.



          (a) Stock Appreciation Right Awards. The Committee is authorized to grant to any
Participant one or more Stock Appreciation Rights. Such Stock Appreciation Rights may be granted
either independent of or in tandem with Options granted to the same Participant. Stock Appreciation
Rights granted in tandem with Options may be granted simultaneously with, or, in the case of
Non-Qualified Stock Options, subsequent to, the grant to such Participant of the related Option;
provided however, that: (i) any Option covering any share of Class A Common Stock shall expire and
not be exercisable upon the exercise of any Stock Appreciation Right with respect to the same
share, (ii) any Stock Appreciation Right covering any share of Class A Common Stock shall expire
and not be exercisable upon the exercise of any related Option with respect to the same share, and
(iii) an Option and Stock Appreciation Right covering the same share of Class A Common Stock may
not be exercised simultaneously. Upon exercise of a Stock Appreciation Right with respect to a
share of Common Stock, the Participant shall be entitled to receive an amount equal to the excess,
if any, of (A) the Fair Market Value of a share of Class A Common Stock on the date of exercise
over (B) the Exercise Price of such Stock Appreciation Right established in the Award Agreement,
which amount shall be payable as provided in Section 6.02(c).




          (b) Exercise Price. The Exercise Price established under any Stock Appreciation Right
granted under this Plan shall be determined by the Committee, but in the case of Stock Appreciation
Rights granted in tandem with Options shall not be less than the Purchase Price of the related
Option; provided, however, that in no event shall the Exercise Price of any Stock Appreciation
Right be less than the Fair Market Value on the Date of Grant. Upon exercise of Stock Appreciation
Rights granted in tandem with options, the number of shares subject to exercise under any related
Option shall




9








 







automatically be reduced by the number of shares of Class A Common Stock represented by the Option
or portion thereof which are surrendered as a result of the exercise of such Stock Appreciation
Rights.




          (c) Payment of Incremental Value. Any payment which may become due from the Company
by reason of a Participant’s exercise of a Stock Appreciation Right may be paid to the Participant
as determined by the Committee (i) all in cash, (ii) all in Class A Common Stock, or (iii) in any
combination of cash and Class A Common Stock. In the event that all or a portion of the payment is
made in Class A Common Stock, the number of shares of Class A Common Stock delivered in
satisfaction of such payment shall be determined by dividing the amount of such payment or portion
thereof by the Fair Market Value on the Exercise Date. No fractional share of Class A Common Stock
shall be issued to make any payment in respect of Stock Appreciation Rights; if any fractional
share would be issuable, the combination of cash and Class A Common Stock payable to the
Participant shall be adjusted as directed by the Committee to avoid the issuance of any fractional
share.




     6.03. Terms of Stock Options and Stock Appreciation Rights.



          (a) Conditions on Exercise. An Award Agreement with respect to Options or Stock
Appreciation Rights may contain such waiting periods, exercise dates and restrictions on exercise
(including, but not limited to, periodic installments) as may be determined by the Committee at the
time of grant.




          (b) Duration of Options and Stock Appreciation Rights. Options and Stock Appreciation
Rights shall terminate upon the first to occur of the following events:





        (i) Expiration of the Option or Stock Appreciation Right as provided in the Award
Agreement; or




        (ii) Termination of the Award in the event of a Participant’s disability, Retirement,
death or other Termination of Service as provided in the Award Agreement or, in the absence
of such provisions, as provided in Section 6.03(d) below; or




        (iii) In the case of an Incentive Stock Option, ten years from the Date of Grant; or




        (iv) Solely in the case of a Stock Appreciation Right granted in tandem with an
Option, upon the expiration of the related Option.



          (c) Acceleration or Extension of Exercise Time. The Committee, in its sole
discretion, shall have the right (but shall not be obligated), exercisable on or at any time after
the Date of Grant, to accelerate or extend the time period for the exercise of an Option or Stock
Appreciation Right.




          (d) Exercise of Options or Stock Appreciation Rights Upon Termination of Service.





        (i) Extraordinary Termination. Unless otherwise provided in the Award
Agreement or otherwise determined by the Committee at the Date of



10









 






        Grant, in the event of a Participant’s Termination of Service (A) by reason of the
Participant’s death or permanent disability, or (B) only in the case of employees,
following attainment of age 55 with at least fifteen years of service with the Company
and/or its affiliates (each an “Extraordinary Termination”), any Options or Stock
Appreciation Rights held by the Participant and then exercisable shall remain exercisable
until the expiration of the term of the Option or Stock Appreciation Right. Any Options
held by the Participant that are not exercisable at the date of the Extraordinary
Termination shall terminate and be cancelled immediately upon such Extraordinary
Termination, and any Options or Stock Appreciation Rights described in the preceding
sentence that are not exercised within the period described in such sentence shall
terminate and be cancelled upon the expiration of such period.




        (ii) Termination By Company Without Cause. Unless otherwise provided in the
Award Agreement or otherwise determined by the Committee at the Date of Grant, in the event
of a Participant’s Termination of Service by the Company without cause (as determined by
the Committee in its sole discretion), any Options or Stock Appreciation Rights held by the
Participant and then exercisable shall remain exercisable solely until the first to occur
of (A) the first anniversary of the Participant’s Termination of Service or (B) the
expiration of the term of the Option or Stock Appreciation Right unless the exercise period
is extended by the Committee in accordance with Section 6.03(c). Any Options held by the
Participant that are not exercisable at the date of the Participant’s Termination of
Service shall terminate and be cancelled immediately upon such Termination of Service, and
any Options of Stock Appreciation Rights described in the preceding sentence that are not
exercised within the period described in such sentence shall terminate and be cancelled
upon the expiration of such period.




        (iii) Other Termination of Service. Unless otherwise provided in the Award
Agreement or otherwise determined by the Committee at or after the Date of Grant, in the
event of a Participant’s Termination of Service for any reason other than one described in
subsections (i) or (ii) of this Section 6.03(d), any Options or Stock Appreciation Rights
held by such Participant that are exercisable as of the date of such termination shall
remain exercisable for a period of five (5) business days (or, if shorter, during the
remaining term of the Options or Stock Appreciation Rights), unless the exercise period is
extended by the Committee in accordance with Section 6.03(c). Any Options or Stock
Appreciation Rights held by the Participant that are not exercisable at the date of the
Participant’s Termination of Service shall terminate and be cancelled immediately upon such
termination, and any Options or Stock Appreciation Rights described in the preceding
sentence that are not exercised within the period described in such sentence shall
terminate and be cancelled upon the expiration of such period.



          (e) Change of Exercise Price or Purchase Price. No reduction of the Exercise Price
for Stock Appreciation Rights, or Purchase Price for Options, may be made by the Committee
except (i) as provided in 11.07 or (ii) as may be approved by the Company’s stockholders.




11









 





     6.04. Exercise Procedures. Each Option and Stock Appreciation Right granted under the
Plan shall be exercised prior to the close of business on the expiration date of the Option or
Stock Appreciation Right by notice to the Company or by such other method as provided in the Award
Agreement or as the Committee may establish or approve from time to time. The Purchase Price of
shares purchased upon exercise of an Option granted under the Plan shall be paid in full in cash by
the Participant pursuant to the Award Agreement; provided, however, that the Committee may (but
shall not be required to) permit payment to be made by delivery to the Company of either (a) Class
A Common Stock (which may include Restricted Shares or shares otherwise issuable in connection with
the exercise of the Option, subject to such rules as the Committee deems appropriate) or (b) any
combination of cash and Class A Common Stock, or (c) such other consideration as the Committee
deems appropriate and in compliance with applicable law (including payment under an arrangement
constituting a brokerage transaction as permitted under the provisions of Regulation T applicable
to cashless exercises promulgated by the Federal Reserve Board, unless prohibited by Section 402 of
the Sarbanes-Oxley Act of 2002). In the event that any Class A Common Stock shall be transferred
to the Company to satisfy all or any part of the Purchase Price, the part of the Purchase Price
deemed to have been satisfied by such transfer of Class A Common Stock shall be equal to the
product derived by multiplying the Fair Market Value as of the date of exercise times the number of
shares of Class A Common Stock transferred to the Company. The Participant may not transfer to the
Company in satisfaction of the Purchase Price any fractional share of Class A Common Stock. Any
part of the Purchase Price paid in cash upon the exercise of any Option shall be added to the
general funds of the Company and may be used for any proper corporate purpose. Unless the
Committee shall otherwise determine, any Class A Common Stock transferred to the Company as payment
of all or part of the Purchase Price upon the exercise of any Option shall be held as treasury
shares.



     6.05. Change in Control. Unless otherwise provided by the Committee in the applicable
Award Agreement, in the event that, within twenty-four (24) months following a Change in Control,
any of the following triggering events (the “Second Trigger Events”) occur: (x) the Employee’s
employment is terminated by the Company without cause (as determined by the Committee in its sole
discretion); or (y) the Employee terminates his or her employment as a result of: (i) a decrease in
base salary; (ii) a change in responsibility or reporting structure; or (iii) a change in
employment to a location more than twenty-five miles from the place of employment at the time of
the Change in Control; then in each case, all Options and Stock Appreciation Rights remaining
outstanding on the date of the Second Trigger Event shall become immediately and fully exercisable.
The provisions of this Section 6.05 shall not be applicable to any Options or Stock Appreciation
Rights granted to a Participant if any Change in Control results from such Participant’s beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Common Stock or Company
Voting Securities.



ARTICLE VII




RESTRICTED SHARES AND RESTRICTED STOCK UNITS




     7.01. Award of Restricted Stock and Restricted Stock Units. The Committee may grant
to any Participant an Award of Restricted Shares consisting of a specified number of shares of
Class A Common Stock (or such number of shares as may be



12









 




determined by a specified formula) issued to the Participant subject to such terms, conditions
and forfeiture and transfer restrictions, whether based on performance standards, periods of
service, retention by the Participant of ownership of specified shares of Class A Common Stock or
other criteria, as the Committee shall establish. The Committee may also grant Restricted Stock
Units representing the right to receive shares of Class A Common Stock in the future subject to
such terms, conditions and restrictions, whether based on performance standards, periods of
service, retention by the Participant of ownership of specified shares of Class A Common Stock or
other criteria, as the Committee shall establish. With respect to performance-based Awards of
Restricted Shares or Restricted Stock Units intended to qualify as “performance-based” compensation
for purposes of Section 162(m) of the Code, performance targets will consist of specified levels of
one or more of the Performance Goals and shall otherwise be considered to be Performance Awards as
provided in Article VIII. The terms of any Restricted Share and Restricted Stock Unit Awards
granted under this Plan shall be set forth in an Award Agreement which shall contain provisions
determined by the Committee and not inconsistent with this Plan.




     7.02 Restricted Shares.



          (a) Issuance of Restricted Shares. As soon as practicable after the Date of Grant of
a Restricted Share Award by the Committee, the Company shall cause to be transferred on the books
of the Company, or its agent, Class A Common Stock, registered on behalf of the Participant,
evidencing the Restricted Shares covered by the Award, but subject to forfeiture to the Company as
of the Date of Grant if an Award Agreement with respect to the Restricted Shares covered by the
Award is not duly executed by the Participant and timely returned to the Company. All Class A
Common Stock covered by Awards under this Article VII shall be subject to the restrictions, terms
and conditions contained in the Plan and the Award Agreement entered into by the Participant.
Until the lapse or release of all restrictions applicable to an Award of Restricted Shares, the
share certificates representing such Restricted Shares may be held in custody by the Company, its
designee, or, if the certificates bear a restrictive legend, by the Participant. Upon the lapse or
release of all restrictions with respect to an Award as described in Section 7.02(d), one or more
share certificates, registered in the name of the Participant, for an appropriate number of shares
as provided in Section 7.02(d), free of any restrictions set forth in the Plan and the Award
Agreement shall be delivered to the Participant.




          (b) Stockholder Rights. Beginning on the Date of Grant of the Restricted Share Award
and subject to execution of the Award Agreement as provided in Section 7.02(a), the Participant
shall become a stockholder of the Company with respect to all shares subject to the Award Agreement
and shall have all of the rights of a stockholder, including, but not limited to, the right to vote
such shares and the right to receive dividends; provided, however, that (i) any Class A Common
Stock distributed as a dividend or otherwise with respect to any Restricted Shares as to which the
restrictions have not yet lapsed, shall be subject to the same restrictions as such Restricted
Shares and held or restricted as provided in Section 7.02(a); and (ii) the Committee in connection
with any Grant of a Restricted Stock Award may require that all cash dividends or other
distributions thereon payable other than in additional shares of Class A Common Stock (which are
covered by clause (i) above) shall be held in escrow and released only upon vesting of the
Restricted Stock Award, with any such dividends or

13









 








distributions subject to forfeiture in accordance with the provisions of Section 7.02(e) in
the event the underlying Restricted Stock does not vest.




          (c) Restriction on Transferability. None of the Restricted Shares may be assigned or
transferred (other than by will or the laws of descent and distribution, or to an inter vivos trust
with respect to which the Participant is treated as the owner under Sections 671 through 677 of the
Code, except to the extent that Section 16 of the Exchange Act limits a Participant’s right to make
such transfers), pledged or sold prior to lapse of the restrictions applicable thereto.




          (d) Delivery of Shares Upon Vesting. Upon expiration or earlier termination of the
forfeiture period without a forfeiture and the satisfaction of or release from any other conditions
prescribed by the Committee, or at such earlier time as provided under the provisions of Section
7.04, the restrictions applicable to the Restricted Shares shall lapse. As promptly as
administratively feasible thereafter, subject to the requirements of Section 11.05, the Company
shall deliver to the Participant or, in case of the Participant’s death, to the Participant’s
Beneficiary, the appropriate number of shares of Class A Common Stock, free of all such
restrictions, except for any restrictions that may be imposed by law.




          (e) Forfeiture of Restricted Shares. Subject to Sections 7.02(f) and 7.04, all
Restricted Shares shall be forfeited and returned to the Company and all rights of the Participant
with respect to such Restricted Shares shall terminate unless the Participant continues in the
service of the Company or a Subsidiary as an employee until the expiration of the forfeiture period
for such Restricted Shares and satisfies any and all other conditions set forth in the Award
Agreement. The Committee shall determine the forfeiture period (which may, but need not, lapse in
installments) and any other terms and conditions applicable with respect to any Restricted Share
Award.




          (f) Waiver of Forfeiture Period. Notwithstanding anything contained in this Article
VII to the contrary, the Committee may, in its sole discretion, waive the forfeiture period and any
other conditions set forth in any Award Agreement under appropriate circumstances (including the
death, disability or Retirement of the Participant or a material change in circumstances arising
after the date of an Award) and subject to such terms and conditions (including forfeiture of a
proportionate number of the Restricted Shares) as the Committee shall deem appropriate.




     7.03. Restricted Stock Units.



          (a) Settlement of Restricted Stock Units. Payments shall be made to Participants with
respect to their Restricted Stock Units as soon as practicable after the Committee has determined
that the terms and conditions applicable to such Award have been satisfied or at a later date if
distribution has been deferred. Payments to Participants with respect to Restricted Stock Units
shall be made in the form of Class A Common Stock, or cash or a combination of both, as the
Committee may determine. The amount of any cash to be paid in lieu of Class A Common Stock shall
be determined on the basis of the Fair Market Value of the Class A Common Stock on the date any
such payment is processed. As to shares of Class A Common Stock which constitute all or any part
of such payment, the Committee may impose such restrictions concerning their transferability and/or
their forfeiture as may be provided in the applicable Award

14









 






Agreement or as the Committee may otherwise determine, provided such determination is made on
or before the Grant Date.




          (b) Shareholder Rights. Until the lapse or release of all restrictions applicable to
an Award of Restricted Stock Units, no shares of Class A Common Stock shall be issued in respect of
such Awards and no Participant shall have any rights as a shareholder of the Company with respect
to the shares of Class A Common Stock covered by such Award of Restricted Stock Units.




          (c) Waiver of Forfeiture Period. Notwithstanding anything contained in this Section
7.03 to the contrary, the Committee may, in its sole discretion, waive the forfeiture period and
any other conditions set forth in any Award Agreement under appropriate circumstances (including
the death, disability or retirement of the Participant or a material change in circumstances
arising after the date of an Award) and subject to such terms and conditions (including forfeiture
of a proportionate number of shares issuable upon settlement of the Restricted Stock Units
constituting an Award) as the Committee shall deem appropriate.




          (d) Deferral of Payment. If approved by the Committee and set forth in the applicable
Award Agreement, a Participant may elect to defer the amount payable with respect to the
Participant’s Restricted Stock Units in accordance with such terms as may be established by the
Committee, subject to the requirements of Code Section 409A.




     7.04 Change in Control. Unless otherwise provided by the Committee in the applicable
Award Agreement, in the event that, within twenty-four (24) months following a Change in Control,
any Second Trigger Event occurs all restrictions applicable to Restricted Shares and Restricted
Stock Unit Awards remaining on the date of the Second Trigger Event shall terminate fully and the
Participant shall immediately have the right to the delivery in accordance with Section 7.02(d) of
a share certificate or certificates evidencing a number of shares of Class A Common Stock equal to
the full number of shares subject to each such Award or payment in accordance with Section 7.03(a)
but, in the case of a performance-based or other contingent Award such issuance of shares or
payment shall be at the “target” level for each such Award. The provisions of this Section 7.04
shall not be applicable to any Restricted Share Award granted to a Participant if any Change in
Control results from such Participant’s beneficial ownership (within the meaning of Rule 13d-3
under the Exchange Act) of Class A Common Stock or Company Voting Securities.



ARTICLE VIII




PERFORMANCE AWARDS




     8.01. Performance Awards.



          (a) Award Periods and Calculations of Potential Incentive Amounts. The Committee may
grant Performance Awards to Participants. A Performance Award shall consist of the right to
receive a payment (measured by the Fair Market Value of a specified number of shares of Class A
Common Stock, increases in such Fair Market Value during the Award Period and/or a fixed cash
amount) contingent upon the extent




15









 







to which certain predetermined performance targets have been met during an Award Period. The
Award Period shall be determined by the Committee. The Committee, in its discretion and under such
terms as it deems appropriate, may permit newly eligible Participants, such as those who are
promoted or newly hired, to receive Performance Awards after an Award Period has commenced.




          (b) Performance Targets. Subject to Section 11.18, the performance targets applicable
to a Performance Award may include such goals related to the performance of the Company or, where
relevant, any one or more of its Subsidiaries or divisions and/or the performance of a Participant
as may be established by the Committee in its discretion. In the case of Performance Awards to
“covered employees” (as defined in Section 162(m) of the Code), the targets will be limited to
specified levels of one or more of the Performance Goals. The performance targets established by
the Committee may vary for different Award Periods and need not be the same for each Participant
receiving a Performance Award in an Award Period.




          (c) Earning Performance Awards. The Committee, at or as soon as practicable after the
Date of Grant (but in any event within such period as is necessary to comply with the
performance-based compensation requirements of Section 162(m) of the Code in the case of Awards
designed to meet the requirements of Section 162(m) of the Code), shall prescribe a formula to
determine the percentage of the Performance Award to be earned based upon the degree of attainment
of the applicable performance targets.




          (d) Payment of Earned Performance Awards. Subject to the requirements of Section
11.05, payments of earned Performance Awards shall be made in cash, shares of Class A Common Stock,
or a combination of cash and Class A Common Stock, in the discretion of the Committee. The
Committee, in its sole discretion, may define, and set forth in the applicable Award Agreement,
such terms and conditions with respect to the payment of earned Performance Awards as it may deem
desirable.




     8.02. Termination of Service. In the event of a Participant’s Termination of Service
during an Award Period, the Participant’s Performance Awards shall be forfeited except as may
otherwise be provided in the applicable Award Agreement.



     8.03. Change in Control. Unless otherwise provided by the Committee in the applicable
Award Agreement, in the event that, within twenty-four (24) months following a Change in Control,
any Second Trigger Event occurs then in each case, all Performance Awards shall become fully vested
at the “target” levels for such Award simultaneously with the Second Trigger Event and shall be
paid to Participants in accordance with Section 8.01(d), within 30 days after such Second Trigger
Event. The provisions of this Section 8.03 shall not be applicable to any Performance Award
granted to a Participant if any Change in Control results from such Participant’s beneficial
ownership (within the meaning of Rule 13d-3 under the Exchange Act) of Common Stock or Company
Voting Securities.



16









 





ARTICLE IX




OTHER STOCK-BASED AWARDS




     9.01. Grant of Other Stock-Based Awards. Other stock-based awards, consisting of
stock purchase rights, Awards of Class A Common Stock (including, without limitation, any Awards
under a formula plan for non-management directors), or Awards valued in whole or in part by
reference to, or otherwise based on, Class A Common Stock, may be granted either alone or in
addition to or in conjunction with other Awards under the Plan. Subject to the provisions of the
Plan, the Committee shall have sole and complete authority to determine the persons to whom and the
time or times at which such Awards shall be made, the number of shares of Class A Common Stock to
be granted pursuant to such Awards, and all other conditions of the Awards. Any such Award (other
than an Award of Class A Common Stock that is made without restrictions) shall be confirmed by an
Award Agreement executed by the Committee and the Participant, which Award Agreement shall contain
such provisions as the Committee determines to be necessary or appropriate to carry out the intent
of this Plan with respect to such Award.



     9.02. Terms of Other Stock-Based Awards. In addition to the terms and conditions
specified in the Award Agreement, Awards made pursuant to this Article IX shall be subject to the
following:



          (a) Any Class A Common Stock subject to Awards made under this Article IX may not be sold,
assigned, transferred, pledged or otherwise encumbered prior to the date on which the shares are
issued, or, if later, the date on which any applicable restriction, performance or deferral period
lapses; and




          (b) If specified by the Committee in the Award Agreement, the recipient of an Award under this
Article IX shall be entitled to receive, currently or on a deferred basis, interest or dividends or
dividend equivalents with respect to the Class A Common Stock or other securities covered by the
Award; and




          (c) The Award Agreement with respect to any Award shall contain provisions dealing with the
disposition of such Award in the event of a Termination of Service prior to the exercise, payment
or other settlement of such Award, whether such termination occurs because of Retirement,
disability, death or other reason, with such provisions to take account of the specific nature and
purpose of the Award.




ARTICLE X




SHORT-TERM CASH INCENTIVE AWARDS




     10.01. Eligibility. Employees of the Company who are from time to time determined by
the Committee to be eligible to receive short-term cash incentive awards under this Article X
including, without limitation, “covered employees” for purposes of Section 162(m) of the Code.



     10.02. Awards.



17









 





          (a) Performance Targets. The Committee shall establish objective performance targets
based on specified levels of one or more of the Performance Goals. Such performance targets shall
be established by the Committee on a timely basis to ensure that the targets are considered
“preestablished” for purposes of Section 162(m) of the Code.




          (b) Amounts of Awards. In conjunction with the establishment of performance targets
for a year or such other short-term performance period established by the Committee, the Committee
shall adopt a formula for computing amounts payable under the Plan to Participants (if and to the
extent that the performance targets are attained) which formula shall comply with the requirements
applicable to performance-based compensation plans under Section 162(m) of the Code. To the extent
based on percentages of a bonus pool, such percentages shall not exceed 100% in the aggregate.




          (c) Payment of Awards. Awards will be payable to Participants in cash each year as
soon as administratively practicable after written certification by the Committee of attainment of
the specified performance targets for the preceding fiscal year or other applicable performance
period. With respect to Committee certification, minutes of the meeting in which the certification
is made shall be treated as written certification.




          (d) Negative Discretion. Notwithstanding the attainment by the Company of the
specified performance targets, the Committee shall have the discretion, which need not be exercised
uniformly among the Participants, to reduce or eliminate the award that would be otherwise paid.




          (e) Guidelines. The Committee may adopt from time to time written policies for its
implementation of this Article X. Such guidelines shall reflect the intention of the Company that
all payments hereunder qualify as performance-based compensation under Section 162(m) of the Code.




          (f) Non-Exclusive Arrangement. The adoption and operation of this Article X shall not
preclude the Board or the Committee from approving other short-term incentive compensation
arrangements for the benefit of individuals who are Participants hereunder as the Board or
Committee, as the case may be, deems appropriate and in the best interests of the Company.




          (g) Active Employment Requirement. Except as provided below, awards under this
Article X shall be paid only to a Participant who is actively employed by the Company (or on
approved vacation or other approved leave of absence) throughout the period for which the Award is
made and who is employed by the Company on the date the Award is paid. To the extent consistent
with the deductibility of Awards under Section 162(m) of the Code and regulations thereunder, the
Committee may in its sole discretion grant an Award to a Participant who is first employed or who
is promoted to a position eligible to become a Participant under this Article X during the period
for which the Award is made, or whose employment is terminated during such period because of the
Participant’s retirement, death, or because of disability as defined in Section 22(e)(3) of the
Code. In such cases of active employment for part of a Bonus Period, an Award may be pro rated
based on the period of employment during the Award period.




18









 








          (h) Payments in Certain Circumstances. In the event of the Participant’s
incompetency, the Company in its sole discretion may pay any Award to the Participant’s guardian or
directly to the Participant. In the event of the Participant’s death, any Award shall be paid to
the Participant’s spouse or, if there is no surviving spouse, the Participant’s estate. Payments
under this Article X shall operate as a complete discharge of the Committee and the Company.




ARTICLE XI




TERMS APPLICABLE GENERALLY TO AWARDS

GRANTED UNDER THE PLAN




     11.01. Plan Provisions Control Award Terms. Except as provided in Section 11.16, the
terms of the Plan shall govern all Awards granted under the Plan, and in no event shall the
Committee have the power to grant any Award under the Plan which is contrary to any of the
provisions of the Plan. In the event any provision of any Award granted under the Plan shall
conflict with any term in the Plan as constituted on the Date of Grant of such Award, the term in
the Plan as constituted on the Date of Grant of such Award shall control.



     11.02. Award Agreement. No person shall have any rights under any Award granted under
the Plan unless and until the Company and the Participant to whom such Award shall have been
granted shall have executed and delivered an Award Agreement or received any other Award
acknowledgment authorized by the Committee expressly granting the Award to such person and
containing provisions setting forth the terms of the Award.



     11.03. Modification of Award After Grant. Subject to Sections 11.18 and 11.19, after
the Date of Grant, no Award may be modified (including any modification dictated by Section 11.07)
unless such modification does not materially decrease the value of the Award except by express
written agreement between the Company and the Participant, provided that any such change (a) shall
not be inconsistent with the terms of the Plan, and (b) shall be approved by the Committee.



     11.04. Limitation on Transfer. Except as provided in Section 7.02(c) in the case of
Restricted Shares, a Participant’s rights and interest under the Plan may not be assigned or
transferred other than by will or the laws of descent and distribution, and during the lifetime of
a Participant, only the Participant personally (or the Participant’s personal representative) may
exercise rights under the Plan. The Participant’s Beneficiary may exercise the Participant’s
rights to the extent they are exercisable under the Plan following the death of the Participant.
Notwithstanding the foregoing, to the extent permitted under Section 16(b) of the Exchange Act with
respect to Participants subject to such Section, the Committee may grant Non-Qualified Stock
Options that are transferable, without payment of consideration, to immediate family members of the
Participant or to trusts or partnerships for such family members, and the Committee may also amend
outstanding Non-Qualified Stock Options to provide for such transferability.



19









 





     11.05. Taxes. The Company shall be entitled to withhold (or secure payment from the
Participant in lieu of withholding) the amount of any withholding or other tax required by law to
be withheld or paid by the Company with respect to any amount payable and/or shares issuable under
such Participant’s Award, or with respect to any income recognized upon a disqualifying disposition
of shares received pursuant to the exercise of an Incentive Stock Option, and the Company may defer
payment or issuance of the cash or shares upon exercise or vesting of an Award unless indemnified
to its satisfaction against any liability for any such tax. The amount of such withholding or tax
payment shall be determined by the Committee and shall be payable by the Participant at such time
as the Committee determines in accordance with the following rules:



          (a) If allowed by the Committee in the Award agreement or otherwise allowed by the Committee,
the Participant shall have the right to elect to meet his or her minimum withholding requirement
(i) by having withheld from such Award at the appropriate time that number of shares of Class A
Common Stock, rounded up to the next whole share, whose Fair Market Value is equal to the amount of
withholding taxes due, (ii) by direct payment to the Company in cash of the amount of any taxes
required to be withheld with respect to such Award or (iii) by a combination of shares and cash.




          (b) In the case of Participants who are subject to Section 16 of the Exchange Act, the
Committee may impose such limitations and restrictions as it deems necessary or appropriate with
respect to the delivery or withholding of shares of Class A Common Stock to meet tax withholding
obligations.




     11.06. Surrender of Awards. Any Award granted under the Plan may be surrendered to
the Company for cancellation on such terms as the Committee and the holder approve. With the
consent of the Participant, the Committee may substitute a new Award under this Plan and/or a cash
payment in connection with the surrender by the Participant of an equity compensation award
previously granted under this Plan or any other plan sponsored by the Company; provided, however,
that no such substitution for equity with a lower effective exercise price or for a cash payment
shall be permitted without the approval of the Company’s stockholders.



     11.07. Adjustments to Reflect Capital Changes.



          (a) Recapitalization. In the event of any corporate event or transaction (including,
but not limited to, a change in the Class A Common Stock or the capitalization of the Company) such
as a merger, consolidation, reorganization, recapitalization, separation, partial or complete
liquidation, stock dividend, stock split, reverse stock split, split up, spin-off, or other
distribution of stock or property of the Company, a combination or exchange of Class A Common
Stock, dividend in kind, or other like change in capital structure, number of outstanding shares of
Class A Common Stock, distribution (other than normal cash dividends) to shareholders of the
Company, or any similar corporate event or transaction, the Committee, in order to prevent dilution
or enlargement of Participants’ rights under this Plan, shall make equitable and appropriate
adjustments and substitutions, as applicable, to or of the number and kind of shares subject to
outstanding Awards, the Purchase Price or Exercise Price for such shares, the number and kind of
shares available for future issuance under the Plan and the maximum number of shares in respect of
which Awards can be made to any Participant in any calendar year, and other determinations
applicable to outstanding

20









 








Awards. The Committee shall have the power and sole discretion to determine the amount of the
adjustment to be made in each case.




          (b) Merger. In addition to any protection afforded a Participant pursuant to any
applicable provision relating to a Change in Control under this Plan, after any Merger in which the
Company is the surviving corporation, each Participant shall, at no additional cost, be entitled
upon any exercise of all Options or receipt of other Award to receive (subject to any required
action by stockholders), in lieu of the number of shares of Class A Common Stock receivable or
exercisable pursuant to such Award, the number and class of shares or other securities to which
such Participant would have been entitled pursuant to the terms of the Merger if, at the time of
the Merger, such Participant had been the holder of record of a number of shares equal to the
number of shares receivable or exercisable pursuant to such Award. Comparable rights shall accrue
to each Participant in the event of successive Mergers of the character described above.
Notwithstanding Sections 11.03 and 11.15, (in relation to any protective afforded a Participant
pursuant to any applicable provision relating to a change in Control under this Plan) in the event
of a Merger in which the Company is not the surviving corporation, outstanding Awards shall be
subject to the agreement governing the Merger, which shall provide for the assumption of Awards by
the surviving corporation or its parent or subsidiary, for the substitution by the surviving
corporation or its parent or subsidiary of its own awards for such Awards, for accelerated vesting
and accelerated expiration, or for settlement in cash or cash equivalents. In any event, the
exercise and/or vesting of any Award that was permissible solely by reason of this Section 11.07(b)
shall be conditioned upon the consummation of the Merger.




          (c) Options to Purchase Shares or Stock of Acquired Companies. After any Merger in
which the Company or a Subsidiary shall be a surviving corporation, the Committee may grant
substituted options under the provisions of the Plan, pursuant to Section 424 of the Code,
replacing old options granted under a plan of another party to the Merger whose shares or stock
subject to the old options may no longer be issued following the Merger. The foregoing adjustments
and manner of application of the foregoing provisions shall be determined by the Committee in its
sole discretion. Any such adjustments may provide for the elimination of any fractional shares
which might otherwise become subject to any Options.




     11.08. No Right to Continued Service. No person shall have any claim of right to be
granted an Award under this Plan. Neither the Plan nor any action taken hereunder shall be
construed as giving any Participant any right to be retained in the service of the Company or any
of its Subsidiaries.



     11.09. Awards Not Includable for Benefit Purposes. Payments received by a Participant
pursuant to the provisions of the Plan shall not be included in the determination of benefits under
any pension, group insurance or other benefit plan applicable to the Participant which is
maintained by the Company or any of its Subsidiaries, except as may be provided under the terms of
such plans or determined by the Board.



     11.10. Governing Law. All determinations made and actions taken pursuant to the Plan
shall be governed by the laws of Delaware and construed in accordance therewith.



21









 





     11.11. No Strict Construction. No rule of strict construction shall be implied
against the Company, the Committee, or any other person in the interpretation of any of the terms
of the Plan, any Award granted under the Plan or any rule or procedure established by the
Committee.



     11.12. Compliance with Rule 16b-3. It is intended that, unless the Committee
determines otherwise, Awards under the Plan be eligible for exemption under Rule 16b-3. The Board
is authorized to amend the Plan and to make any such modifications to Award Agreements to comply
with Rule 16b-3, as it may be amended from time to time, and to make any other such amendments or
modifications as it deems necessary or appropriate to better accomplish the purposes of the Plan in
light of any amendments made to Rule 16b-3.



     11.13. Captions. The captions (i.e., all Section headings) used in the Plan are for
convenience only, do not constitute a part of the Plan, and shall not be deemed to limit,
characterize or affect in any way any provisions of the Plan, and all provisions of the Plan shall
be construed as if no captions have been used in the Plan.



     11.14. Severability. Whenever possible, each provision in the Plan and every Award at
any time granted under the Plan shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of the Plan or any Award at any time granted under the
Plan shall be held to be prohibited by or invalid under applicable law, then (a) such provision
shall be deemed amended to accomplish the objectives of the provision as originally written to the
fullest extent permitted by law and (b) all other provisions of the Plan and every other Award at
any time granted under the Plan shall remain in full force and effect.



     11.15. Amendment and Termination.



          (a) Amendment. The Board shall have complete power and authority to amend the Plan at
any time; provided, however, that the Board shall not, without the requisite affirmative approval
of stockholders of the Company, make any amendment which requires stockholder approval under the
Code or under any other applicable law or rule of any stock exchange which lists Common Stock or
Company Voting Securities. Any amendment to Sections 6.03 or 11.06 relating to repricings and
replacements of Awards hereof shall require stockholder approval.




          (b) Termination. The Board shall have the right and the power to terminate the Plan
at any time. No Award shall be granted under the Plan after the termination of the Plan.




          (c) No Change to Awards. No termination or amendment of the Plan may, without the
consent of the Participant to whom any Award shall theretofore have been granted under the Plan,
adversely affect the right of such individual under such Award.




     11.16. Foreign Qualified Awards. Awards under the Plan may be granted to such
employees of the Company and its Subsidiaries who are residing in foreign jurisdictions as the
Committee in its sole discretion may determine from time to time. The Committee may adopt such
supplements to the Plan as may be necessary or appropriate to comply with the applicable laws of
such foreign jurisdictions and to afford



22









 




Participants favorable treatment under such laws; provided, however, that no Award shall be
granted under any such supplement with terms or conditions inconsistent with the provision set
forth in the Plan.




     11.17. Dividend Equivalents. For any Award granted under the Plan, the Committee
shall have the discretion, upon the Date of Grant or thereafter, to establish a Dividend Equivalent
Account with respect to the Award, and the applicable Award Agreement or an amendment thereto shall
confirm such establishment. If a Dividend Equivalent Account is established, the following terms
shall apply:



          (a) Terms and Conditions. Dividend Equivalent Accounts shall be subject to such terms
and conditions as the Committee shall determine and as shall be set forth in the applicable Award
Agreement. Such terms and conditions may include, without limitation, for the Participant’s
Account to be credited as of the record date of each cash dividend on the Class A Common Stock with
an amount equal to the cash dividends which would be paid with respect to the number of shares of
Class A Common Stock then covered by the related Award if such shares of Class A Common Stock had
been owned of record by the Participant on such record date.




          (b) Unfunded Obligation. Dividend Equivalent Accounts shall be established and
maintained only on the books and records of the Company and no assets or funds of the Company shall
be set aside, placed in trust, removed from the claims of the Company’s general creditors, or
otherwise made available until such amounts are actually payable as provided hereunder.




     11.18 Adjustment of Performance Goals and Targets. Notwithstanding any provision of
the Plan to the contrary, the Committee shall have the authority to adjust any Performance Goal,
performance target or other performance-based criteria established with respect to any Award under
the Plan if circumstances occur (including, but not limited to, unusual or nonrecurring events,
changes in tax laws or accounting principles or practices or changed business or economic
conditions) that cause any such Performance Goal, performance target or performance-based criteria
to be inappropriate in the judgment of the Committee; provided, that with respect to any Award that
is intended to qualify for the “performance-based compensation” exception under Section 162(m) of
the Code and the regulations thereunder, any adjustment by the Committee shall be consistent with
the requirements of Section 162(m) and the regulations thereunder.



     11.19 Legality of Issuance. Notwithstanding any provision of this Plan or any
applicable Award Agreement to the contrary, the Committee shall have the sole discretion to impose
such conditions, restrictions and limitations (including suspending exercises of Options or Stock
Appreciation Rights and the tolling of any applicable exercise period during such suspension) on
the issuance of Class A Common Stock with respect to any Award unless and until the Committee
determines that such issuance complies with (i) any applicable registration requirements under the
Securities Act of 1933 or the Committee has determined that an exemption therefrom is available,
(ii) any applicable listing requirement of any stock exchange on which the Class A Common Stock is
listed, and (iii) any other applicable provision of state, federal or foreign law, including
foreign securities laws where applicable.



23









 





     11.20 Restrictions on Transfer. Regardless of whether the offering and sale of Class
A Common Stock under the Plan have been registered under the Securities Act of 1933 or have been
registered or qualified under the securities laws of any state, the Company may impose restrictions
upon the sale, pledge, or other transfer of such Class A Common Stock (including the placement of
appropriate legends on stock certificates) if, in the judgment of the Company and its counsel, such
restrictions are necessary or desirable to achieve compliance with the provisions of the Securities
Act of 1933, the securities laws of any state, the United States or any other applicable foreign
law.



     11.21 Further Assurances. As a condition to receipt of any Award under the Plan, a
Participant shall agree, upon demand of the Company, to do all acts and execute, deliver and
perform all additional documents, instruments and agreements which may be reasonably required by
the Company, to implement the provisions and purposes of the Plan.




24