tenone.htm


    Exhibit
      10.1

     

    


     

    TEXTRON
      INC.

    2007
      LONG-TERM INCENTIVE PLAN

     

    (AMENDED
      AND RESTATED AS OF MAY 1, 2007)

     

    


     

    
      	
               

            	
              1. 
                 Purposes of the Plan

            


    

     

    The
      purposes of the Plan are to (a) promote the long-term success of the
      Company and its Subsidiaries and to increase stockholder value by providing
      Eligible Individuals with incentives to contribute to the long-term growth
      and
      profitability of the Company and (b) assist the Company in attracting,
      retaining and motivating highly qualified individuals who are in a position
      to
      make significant contributions to the Company and its Subsidiaries.

     

    Upon
      the
      Effective Date, no further Awards will be granted under the Prior
      Plan.

     

    
      	
               

            	
              2.  
                Definitions and Rules of
                Construction

            


    

     

    (a)  Definitions. For
      purposes of the Plan, the following capitalized words shall have the meanings
      set forth below:

     

    “Affiliate”
      means any Parent or Subsidiary and any person that directly or indirectly
      through one or more intermediaries, controls, is controlled by, or is under
      common control with, the Company.

     

    “Award”
      means an Option, Restricted Stock, Restricted Stock Unit, Stock Appreciation
      Right, Performance Stock, Performance Share Unit or Other Award granted by
      the
      Committee pursuant to the terms of the Plan.

     

    “Award
      Document” means an agreement, certificate or other type or form of
      document or documentation approved by the Committee that sets forth the terms
      and conditions of an Award. An Award Document may be in paper, electronic or
      other media, may be limited to a notation on the books and records of the
      Company and, unless the Committee requires otherwise, need not be signed by
      a
      representative of the Company or a Participant.

     

    “Beneficial
      Owner” and “Beneficially Owned” have the
      meaning set forth in Rule 13d-3 under the Exchange Act.

     

    “Board”
      means the Board of Directors of the Company, as constituted from time to
      time.

     

    “Change
      of Control” means:

     

    (i)
      Any
“person” or “group” (within the meaning of Sections 13 (d) and 14
      (d)(2) of the Exchange Act other than the Company, any “person” who on the
      Effective Date was a director or officer of the Company, any trustee or other
      fiduciary holding Common Stock under an employee benefit plan of the Company
      or
      a Subsidiary, or any corporation which is owned, directly or indirectly, by
      the
      stockholders of the Company in substantially the same proportions as their
      ownership of Common Stock, is or becomes the “beneficial owner” (as defined in
      Rule 13d-3 under the Act) of more than thirty percent (30%) of the then
      outstanding voting stock of the Company, or

     

    (ii)
      during any period of two consecutive years, individuals who at the beginning
      of
      such period constitute the Board and any new director whose election by the
      Board or nomination for election by the Company’s stockholders was approved by a
      vote of at least two-thirds of the directors then still in office who either
      were directors at the beginning of the two-year period (or whose election or
      nomination was previously so approved) cease for any reason to constitute a
      majority of the Board, or

     

    (iii)
      the
      shareholders of the Company approve a merger or consolidation of the Company
      with any other corporation, other than a merger or consolidation which would
      result in the voting securities of the Company outstanding immediately prior
      thereto continuing to represent (either by remaining outstanding or by being
      converted into voting securities of the surviving entity) more than fifty
      percent (50%) of the combined voting power of the voting securities of the
      Company or such surviving entity outstanding immediately after such merger
      or
      consolidation, or

     

    (iv)
      the
      shareholders of the Company approve a plan of complete liquidation of the
      Company or an agreement for the sale or disposition by the Company of all or
      substantially all of the Company’s assets.

     

    If
      an
      Award is subject to Section 409A of the Code, the payment or settlement of
      the Award shall accelerate upon a Change of Control only if the event also
      constitutes a “change in ownership,” “change in effective control,” or “change
      in the ownership of a substantial portion of the Company’s assets” as defined
      under Section 409A of the Code.  Any adjustment to the Award that
      does not affect the Award’s status under Section 409A (including, but not
      limited to, accelerated vesting or adjustment of the amount of the Award) may
      occur upon a Change in Control as defined in the Plan, regardless of whether
      the
      event also constitutes a change in control under Section 409A.

     

    “Code”
      means the Internal Revenue Code of 1986, as amended, and the applicable rulings
      and regulations promulgated thereunder.

     

    “Committee”
      means the Organization and Compensation Committee of the Board, any successor
      committee thereto or any other committee appointed from time to time by the
      Board to administer the Plan, which committee shall meet the requirements of
      Section 162(m) of the Code, Section 16(b) of the Exchange
      Act and the applicable rules of the NYSE; provided,
however, that, if any Committee member is found not to have met
      the
      qualification requirements of Section 162(m) of the Code and
      Section 16(b) of the Exchange Act, any actions taken or Awards granted
      by the Committee shall not be invalidated by such failure to so
      qualify.

     

    “Common
      Stock” means the common stock of the Company, par value $0.125 per
      share, or such other class of share or other securities as may be applicable
      under Section 13 of the Plan.

     

    “Company”
      means Textron Inc., a Delaware corporation, or any successor to all or
      substantially all of the Company’s business that adopts the Plan.

     

    “Early
      Retirement” means the attainment of age 60, or age 55 with 10
      years of service, or 20 years of service.

     

    “Effective
      Date” means April 25, 2007, the date on which the Plan was
      approved by the shareholders of the Company.

     

    “Eligible
      Individuals” means the individuals described in
      Section 4(a) of the Plan who are eligible for Awards under the
      Plan.

     

    “Exchange
      Act” means the Securities Exchange Act of 1934, as amended, and
      the rules and regulations promulgated thereunder.

     

    “Fair
      Market Value” means, with respect to a share of Common Stock, the
      closing selling price of a share of Common Stock on the relevant date of
      determination as reported on the composite tape for securities listed on the
      NYSE, or such national securities exchange as may be designated by the
      Committee. If there were no sales on the relevant date, the fair market value
      shall equal the closing share price on the most recent day preceding the
      relevant date during which a sale occurred.

     

    “Family
      Member” means any child, stepchild, grandchild, parent,
      stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
      mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law,
      or
      sister-in-law, including adoptive relationships, and any person sharing the
      Participant’s household (other than a tenant or employee).

     

    “Incentive
      Stock Option” means an Option that is intended to comply with the
      requirements of Section 422 of the Code or any successor provision
      thereto.

     

    “Non-Employee
      Director” means any member of the Board who is not an officer or
      employee of the Company or any Subsidiary.

     

    “Nonqualified
      Stock Option” means an Option that is not intended to comply with
      the requirements of Section 422 of the Code or any successor provision
      thereto.

     

    “NYSE”
      means the New York Stock Exchange.

     

    “Option”
      means an Incentive Stock Option or Nonqualified Stock Option granted pursuant
      to
      Section 7 of the Plan.

     

    “Other
      Award” means any form of Award other than an Option, Restricted
      Stock, Restricted Stock Unit, Performance Stock, Performance Share Unit, or
      Stock Appreciation Right granted pursuant to Section 11 of the
      Plan.

     

    “Parent”
      means a corporation which owns or beneficially owns a majority of the
      outstanding voting stock or voting power of the Company. Notwithstanding the
      above, with respect to an Incentive Stock Option, Parent shall have the same
      meaning as “parent corporation” set forth in Section 424(e) of the
      Code.

     

    “Participant”
      means an Eligible Individual who has been granted an Award under the
      Plan.

     

    “Performance
      Period” means the period established by the Committee and set
      forth in the applicable Award Document over which Performance Targets are
      measured.

     

    “Performance
      Stock” means a Target Number of Shares granted pursuant to
      Section 10(b) of the Plan.

     

    “Performance
      Target” means the performance measures established by the
      Committee, from among the performance criteria provided in Section 6(g),
      and set forth in the applicable Award Document.

     

    “Performance
      Share Unit” means a right to receive a Target Number of Shares or
      cash in the future granted pursuant to Section 10(c) of the
      Plan.

     

    “Permitted
      Transferees” means (i) a Participant’s Family Member,
      (ii) one or more trusts in which Family Members have more than fifty
      percent of the beneficial interest, (iii) a foundation in which the
      Participant or Family Members control the management of assets; or (iv) any
      other entity in which the Participants or Family Members own more than fifty
      percent of the voting interests.

     

    “Plan”
      means this Textron Inc. 2007 Long-Term Incentive Plan, as amended or restated
      from time to time.

     

    “Plan
      Limit” means the maximum aggregate number of Shares that may be
      issued for all purposes under the Plan as set forth in Section 5(a) of the
      Plan.

     

    “Prior
      Plan” means the 1999 Long-Term Incentive Plan, as amended and
      restated from time to time.

     

    “Restricted
      Stock” means one or more Shares granted pursuant to
      Section 8(b) of
      the Plan.

     

    “Restricted
      Stock Unit” means a right to
      receive one or more Shares (or cash, if applicable) in the future granted
      pursuant to Section 8(c) of the
      Plan.

     

    “Shares”
      means shares of Common Stock, as may be adjusted pursuant to
      Section 13(b).

     

    “Stock
      Appreciation Right” means a right to receive all or some portion
      of the appreciation on Shares granted pursuant to Section 9 of the Plan.

     

    “Subsidiary”
      means (i) a corporation or other entity with respect to which the Company,
      directly or indirectly, has the power, whether through the ownership of voting
      securities, by contract or otherwise, to elect at least a majority of the
      members of such corporation’s board of directors or analogous governing body, or
      (ii) any other corporation or other entity in which the Company, directly
      or indirectly, has an equity or similar interest greater than 50% and which
      the
      Committee designates as a Subsidiary for purposes of the Plan.  For
      purposes of determining eligibility for the grant of Incentive Stock Options
      under the Plan, the term “Subsidiary” shall be defined in the manner required by
      Section 424(f) of the Code.

     

    “Substitute
      Award” means any Award granted upon assumption of, or in
      substitution or exchange for, outstanding employee equity awards previously
      granted by a company or other entity acquired by the Company or with which
      the
      Company combines pursuant to the terms of an equity compensation plan that
      was
      approved by the stockholders of such company or other entity.

     

    “Target
      Number” means, if applicable, the target number of Shares or cash
      value established by the Committee and set forth in the applicable Award
      Document.

     

    (b) Rules of
      Construction. The masculine pronoun shall be deemed to include the feminine
      pronoun, and the singular form of a word shall be deemed to include the plural
      form, unless the context requires otherwise. Unless the text indicates
      otherwise, references to sections are to sections of the Plan.

     

    
      	
               

            	
              3. 
                 Administration

            


    

     

    (a) Committee. The
      Plan shall be administered by the Committee, which shall have full power and
      authority, subject to the express provisions hereof, to:

     

    (i)   
      select the Participants from the Eligible Individuals;

     

    (ii)  
      grant Awards in accordance with the Plan;

     

    (iii) 
      determine the number of Shares subject to each Award or the cash amount payable
      in connection with an Award;

     

    (iv) 
      determine the terms and conditions of each Award, including, without limitation,
      those related to term, permissible methods of exercise, vesting, cancellation,
      payment, settlement, exercisability, Performance Periods, Performance Targets,
      and the effect, if any, of a Participant’s termination of employment with the
      Company or any of its Subsidiaries or, subject to Section 6(d), a Change of
      Control of the Company;

     

    (v)   
      subject to Sections 6(g), 16 and 17(e) of the Plan, amend
      the terms and conditions of an Award after the granting thereof;

     

    (vi)  
      specify and approve the provisions of the Award Documents delivered to
      Participants in connection with their Awards;

     

    (vii)  construe
      and interpret any Award Document delivered under the Plan;

     

    (viii)
      make factual determinations in connection with the administration or
      interpretation of the Plan;

     

    (ix)  
      adopt, prescribe, amend, waive and rescind administrative regulations,
      rules and procedures relating to the Plan;

     

    (x)  
      employ such legal counsel, independent auditors and consultants as it deems
      desirable for the administration of the Plan and to rely upon any advice,
      opinion or computation received therefrom;

     

    (xi) 
      vary the terms of Awards to Participants in non-US jurisdictions to take account
      of local tax and securities law and other regulatory requirements or to procure
      favorable tax treatment for Participants;

     

    (xii) 
      correct any defects, supply any omission or reconcile any inconsistency in
      any
      Award Document or the Plan; and

     

    (xiii)
      make all other determinations and take any other action desirable or necessary
      to interpret, construe or implement properly the provisions of the Plan or
      any Award Document.

     

    (b) Plan
      Construction and Interpretation. The Committee shall have full power and
      authority, subject to the express provisions hereof, to construe and interpret
      the Plan.

     

    (c) Determinations
      of Committee Final and Binding. All determinations by the Committee in
      carrying out and administering the Plan and in construing and interpreting
      the
      Plan shall be made in the Committee’s sole discretion and shall be final,
      binding and conclusive for all purposes and upon all persons interested
      herein.

     

    (d) Delegation
      of Authority. To the extent not prohibited by applicable laws,
      rules and regulations, the Committee may, from time to time, delegate some
      or all of its authority under the Plan to a subcommittee or subcommittees
      thereof or other persons or groups of persons as it deems necessary, appropriate
      or advisable under such conditions or limitations as it may set at the time
      of
      such delegation or thereafter; provided, however, that the
      Committee may not delegate its authority (i) to make Awards to employees
      (A) who are subject on the date of the Award to the reporting
      rules under Section 16(a) of the Exchange Act, (B) who are
      executive officers whose compensation may be subject to the limit on deductible
      compensation pursuant to Section 162(m) of the Code, or (C) who
      are officers of the Company who are delegated authority by the Committee
      hereunder, or (ii) pursuant to Section 16 of the Plan. For purposes of
      the Plan, reference to the Committee shall be deemed to refer to any
      subcommittee, subcommittees, or other persons or groups of persons to whom
      the
      Committee delegates authority pursuant to this Section 3(d). In addition,
      notwithstanding the foregoing, an independent Committee of the Board is required
      to approve any grants under this plan to non-employee directors.

     

    (e) Liability
      of Committee. Subject to applicable laws, rules and
      regulations:  (i) no member of the Board or Committee (or its
      delegates) shall be liable for any good faith action or determination made
      in
      connection with the operation, administration or interpretation of the Plan
      and
      (ii) the members of the Board or the Committee (and its delegates) shall be
      entitled to indemnification and reimbursement in the manner provided in the
      Company’s Certificate of Incorporation as it may be amended from time to time.
      In the performance of its responsibilities with respect to the Plan, the
      Committee shall be entitled to rely upon information and/or advice furnished
      by
      the Company’s officers or employees, the Company’s accountants, the Company’s
      counsel and any other party the Committee deems necessary, and no member of
      the
      Committee shall be liable for any action taken or not taken in reliance upon
      any
      such information and/or advice.

     

    (f) Action
      by the Board. Anything in the Plan to the contrary notwithstanding, subject
      to applicable laws, rules and regulations, any authority or responsibility
      that, under the terms of the Plan, may be exercised by the Committee may
      alternatively be exercised by the Board. 

     

    
      	
               

            	
              4.  
                Eligibility

            


    

     

    (a) Eligible
      Individuals. Awards may be granted to employees and Non-Employee Directors
      of the Company or any of its Subsidiaries; provided, however,
      that only employees of the Company or a Parent or Subsidiary may be granted
      Incentive Stock Options.  The Committee shall have the authority to
      select the persons to whom Awards may be granted and to determine the type,
      number and terms of Awards to be granted to each such Participant. Under the
      Plan, references to “employment” or “employed” include service of Participants
      who are Non-Employee Directors, except for purposes of determining eligibility
      to be granted Incentive Stock Options.

     

    (b) Grants
      to Participants. The Committee shall have no obligation to grant any
      Eligible Individual an Award or to designate an Eligible Individual as a
      Participant solely by reason of such Eligible Individual having received a
      prior
      Award or having been previously designated as a Participant. The Committee
      may
      grant more than one Award to a Participant and may designate an Eligible
      Individual as a Participant for overlapping periods of time.

     

    
      	
               

            	
              5. 
                 Shares Subject to the
                Plan

            


    

     

    (a) Plan
      Limit. Subject to adjustment in accordance with Section 13 of the
      Plan, the maximum aggregate number of Shares that may be issued for all purposes
      under the Plan shall be 6,000,000 plus any Shares that become available for
      issuance upon cancellation, forfeiture, or expiration of awards granted under
      the Prior Plan without having been exercised or settled.  Shares to be
      issued under the Plan may be authorized and unissued shares, issued shares
      that
      have been reacquired by the Company (in the open-market or in private
      transactions) and that are being held in treasury, or a combination
      thereof.  No more than 6,000,000 Shares may be issued pursuant to
      Incentive Stock Options.

     

    (b) 
      Rules Applicable to Determining Shares Available for Issuance. The
      number of Shares remaining available for issuance will be reduced by the number
      of Shares subject to outstanding Awards that are both denominated and intended
      to be settled in Shares and, for all other awards, by the number of Shares
      actually delivered upon settlement or payment of the Award. For purposes of
      determining the number of Shares that remain available for issuance under the
      Plan, (i) the number of Shares that are tendered by a Participant or
      withheld by the Company to pay the exercise price of an Award or to satisfy
      the
      Participant’s tax withholding obligations in connection with the exercise or
      settlement of an Award and (ii) all of the Shares covered by a
      stock-settled Stock Appreciation Right to the extent exercised, will not be
      added back to the Plan Limit. In addition, for purposes of determining the
      number of Shares that remain available for issuance under the Plan, the number
      of Shares corresponding to Awards that are both denominated and intended to
      be
      settled in Shares under the Plan that are forfeited or cancelled or otherwise
      expire for any reason without having been exercised or settled or that is
      settled through issuance of consideration other than Shares (including, without
      limitation, cash) shall be added back to the Plan Limit and again be available
      for the grant of Awards; provided, however, that this
      provision shall not be applicable with respect to (i) the cancellation of a
      Stock Appreciation Right granted in tandem with an Option upon the exercise
      of
      the Option or (ii) the cancellation of an Option granted in tandem with a
      Stock Appreciation Right upon the exercise of the Stock Appreciation
      Right.

     

    (c) Special
      Limits. Anything to the contrary in Section 5(a) above
      notwithstanding, but subject to adjustment under Sections 5(b) and 13 of the
      Plan, the following special limits shall apply to Shares available for Awards
      under the Plan:

     

    (i)   
      the maximum number of Shares that may be issued pursuant to awards of Restricted
      Stock, Restricted Stock Units, Performance Stock, Performance Share Units and
      Other Awards that are payable in Shares granted under the Plan shall equal
      1,500,000 Shares in the aggregate.

     

    (ii)  
      the maximum number of Shares that may be made subject to Options and Stock
      Appreciation Rights granted to any Eligible Individual in any calendar year
      shall equal 200,000 Shares, and if any Option or Stock Appreciation Right
      is forfeited, cancelled or otherwise expires for any reason without having
      been
      exercised, the Shares subject to such Option or Stock Appreciation Right shall
      be included in the determination of the aggregate number of Shares issued to
      such employee under the Plan.

     

    (iii) 
      the maximum amount of Awards (other than those Awards set forth in
      Section 5(c)(ii)) that may be (1) awarded to any Eligible Individual
      in any calendar year (with respect to Awards settled in Shares) is 200,000
      Shares measured as of the date of grant, or (2) paid to any Eligible
      Individual in any calendar year (with respect to Awards settled in cash) is
      $15
      million; and

     

    (iv)  
      A maximum of five percent (5%) of the aggregate number of Shares available
      for
      issuance under the Plan may be issued as Restricted Stock, Restricted Stock
      Units, Performance Stock, or Performance Share Units, having no minimum vesting
      period as specified in Sections 8(a) and 10(a).

     

    (d) 
      Any Shares underlying Substitute Awards shall not be counted against the number
      of Shares remaining for issuance and shall not be subject to
      Section 5(c).

     

    
      	
               

            	
              6.  
                Awards in General

            


    

     

    (a) Types
      of Awards. Awards under the Plan may consist of Options, Restricted Stock,
      Restricted Stock Units, Stock Appreciation Rights, Performance Stock,
      Performance Share Units and Other Awards. Any Award described in Sections 7
      through 11 of the Plan may be granted singly or in combination or tandem with
      any other Award, as the Committee may determine. Awards under the Plan may
      be
      made in combination with, in replacement of, or as alternatives to awards or
      rights under any other compensation or benefit plan of the Company, including
      the plan of any acquired entity.

     

    (b) Terms
      Set Forth in Award Document. The terms and conditions of each Award shall
      be set forth in an Award Document in a form approved by the Committee for such
      Award, which Award Document shall contain terms and conditions not inconsistent
      with the Plan. Notwithstanding the foregoing, and subject to applicable laws,
      the Committee may accelerate (i) the vesting or payment of any Award,
      (ii) the lapse of restrictions on any Award or (iii) the date on which
      any Award first becomes exercisable. The Committee shall exercise this
      discretion only in the event of death, disability, Change of Control,
      retirement, or termination without cause. If an Award is subject to
      Section 409A of the Code, or if an Award is intended to qualify as
“performance-based compensation” for purposes of Section 409A or Section 162(m)
      of the Code, the Committee shall have discretion to alter the terms of the
      Award
      only to the extent that the alteration would not cause the Award to fail to
      satisfy the requirements of Section 409A or the “performance-based compensation”
exemption under Section 162(m), respectively.  The terms of Awards may
      vary among Participants, and the Plan does not impose upon the Committee any
      requirement to make Awards subject to uniform terms. Accordingly, the terms
      of
      individual Award Documents may vary.

     

    (c) Termination
      of Employment. The Committee shall specify at or after the time of grant of
      an Award the provisions governing the disposition of an Award in the event
      of a
      Participant’s termination of employment with the Company or any of its
      Subsidiaries. Subject to applicable laws, rules and regulations, in
      connection with a Participant’s termination of employment, the Committee shall
      have the discretion to accelerate the vesting, exercisability or settlement
      of,
      eliminate the restrictions and conditions applicable to, alter the form of
      payment, or extend the post-termination exercise period of an outstanding Award.
      Such provisions may be specified in the applicable Award Document or determined
      at a subsequent time.  If an Award is subject to Section 409A of
      the Code, or if an Award is intended to qualify as “performance-based
      compensation” for purposes of Section 409A or Section 162(m) of the Code, the
      Committee shall have discretion to alter the terms of the Award only to the
      extent that the alteration would not cause the Award to fail to satisfy the
      requirements of Section 409A or the “performance-based compensation” exemption
      under Section 162(m), respectively.  

     

    (d) Change
      of Control. (i) The Committee shall have full authority to determine
      the effect, if any, of a Change of Control of the Company or any
      Subsidiary on the vesting, exercisability, settlement,
      payment or lapse of restrictions applicable to an Award, which effect may be
      specified in the applicable Award Document or determined at a subsequent time.
      Subject to applicable laws, rules and regulations, the Board or the
      Committee shall, at any time prior to, coincident with or after the effective
      time of a Change of Control, take such actions as it may consider appropriate,
      including, without limitation:  (A) providing for the
      acceleration of any vesting conditions relating to the exercise or settlement
      of
      an Award or that an Award shall terminate or expire unless exercised or settled
      in full on or before a date fixed by the Committee; (B) making such
      adjustments to the Awards then outstanding as the Committee deems appropriate
      to
      reflect such Change of Control; (C) causing the Awards then outstanding to
      be assumed, or new rights substituted therefor, by the surviving corporation
      in
      such Change of Control; or (D) permitting or requiring Participants to
      surrender outstanding Options and Stock Appreciation Rights in exchange for
      a
      cash payment equal to the difference, if any, between the highest price paid
      for
      a Share in the Change of Control transaction and the Exercise Price of the
      Award.   If an Award is subject to Section 409A of the Code,
      the Committee shall have discretion to alter the terms of the Award only to
      the
      extent that the alteration would not cause the Award to fail to satisfy the
      requirements of Section 409A.  In addition, except as otherwise
      specified in an Award Document (or a Participant’s written employment agreement
      with the Company or any Subsidiary):

     

    (1) 
      any and all Options and Stock Appreciation Rights outstanding as of the
      effective date of the Change of Control shall become immediately
      exercisable;

     

    (2) 
      any restrictions imposed on Restricted Stock and Restricted Stock Units
      outstanding as of the effective date of the Change of Control shall
      lapse;

     

    (3) 
      the Performance Targets with respect to all Performance Share Units, Performance
      Stock and other performance-based Awards granted pursuant to Sections
      6(g) or 10 outstanding as of the effective date of the Change of Control
      shall be deemed to have been attained at the specified target level of
      performance;

     

    (4) 
      the vesting of all Awards denominated in Shares outstanding as of the effective
      date of the Change of Control shall be accelerated; and

     

    (5) 
      any Award that became earned or vested as a result of the Change in Control
      shall be paid in full within 30 days after the vesting date (unless the payment
      would constitute an impermissible acceleration of a distribution that is subject
      to Section 409A of the Code, in which case the payment shall be made on the
      original distribution date).

     

    (ii)  
      Subject to applicable laws, rules and regulations, the Committee may
      provide, in an Award Document or subsequent to the grant of an Award for the
      accelerated vesting, exercisability and/or the deemed attainment of a
      Performance Target with respect to an Award upon specified events similar to
      a
      Change of Control.

     

    (iii) 
      Notwithstanding any other provision of the Plan or any Award Document, the
      provisions of this Section 6(d) may not be terminated, amended, or
      modified upon or after a Change of Control in a manner that would adversely
      affect a Participant’s rights with respect to an outstanding Award without the
      prior written consent of the Participant. Subject to Section 16, the Board,
      upon recommendation of the Committee, may terminate, amend or modify this
      Section 6(d) at any time and from time to time prior to a Change of
      Control.

     

    (e) Dividends
      and Dividend Equivalents. The Committee may provide Participants with the
      right to receive dividends or payments equivalent to dividends or interest
      with
      respect to an outstanding Award, which payments can either be paid currently
      or
      deemed to have been reinvested in Shares, and can be made in Shares, cash or
      a
      combination thereof, as the Committee shall determine; provided,
however, that the terms of any payment or reinvestment of dividends
      (including the time and form in which reinvested dividends will be paid to
      the
      Participant) must be specified in the Award Document when the Award is granted
      and must comply with all applicable laws, rules and regulations, including,
      without limitation, Section 409A of the Code.   Dividends or
      dividend equivalents that are paid currently with respect to any non-vested
      Award generally shall be paid at the same time as dividends are paid to the
      Company’s shareholders, and in no event later than 21⁄2 months after the end of
      the year in which the dividend record date falls.  Dividends or
      dividend equivalents that are reinvested with respect to any non-vested Award
      shall vest and be paid out at the same time and under the same conditions as
      the
      underlying Award.  Notwithstanding the foregoing, no dividends or
      dividend equivalents shall be paid with respect to Options or Stock Appreciation
      Rights.

     

    (f) Rights
      of a Stockholder. A Participant shall have no rights as a stockholder with
      respect to Shares covered by an Award (including voting rights) until the date
      the Participant or his or her nominee becomes the holder of record of such
      Shares. No adjustment shall be made for dividends or other rights for which
      the
      record date is prior to such date, except as provided in
      Section 13.

     

    (g) Performance-Based
      Awards. (i) The Committee may determine whether any Award (or portion
      of an Award) under the Plan is intended to be “performance-based compensation”
as that term is used in Section 162(m) of the Code. Any such Awards
      (or portions of Awards) designated to be “performance-based compensation” shall
      be conditioned on the achievement of one or more Performance Targets to the
      extent required by Section 162(m) of the Code and will be subject to
      all other conditions and requirements of Section 162(m). The Performance
      Targets will consist of specified levels of one or more of the following
      performance criteria as the Committee deems appropriate: operating cash flows
      from continuing operations, operating working capital, free cash flow, revenues,
      segment profit, corporate expenses, special charges, gain (loss) on sale of
      business, income from continuing operations, net income, EBITDA—earnings before
      interest, taxes, depreciation and amortization, EBIT—earnings before interest
      and taxes, EPS—earnings per share, as adjusted EPS, ROA - return on assets,
      ROS—return on sales, ROE—return on equity, ROIC—return on invested capital,
      WACC—weighted average cost of capital, total shareholder return, stock price
      appreciation, growth in managed assets, organic growth, cost performance, net
      cost reductions, inventory turns, selling and administrative expense as a
      percentage of sales, days sales outstanding, ratio of income to fixed charges,
      segment profit margins, total profit margin, EVA—economic value added, intrinsic
      value and effective income tax rate, in each case determined in accordance
      with
      generally accepted accounting principles (subject to modifications approved
      by
      the Committee) consistently applied on a business unit, divisional, subsidiary
      or consolidated basis or any combination thereof. The Performance Targets may
      be
      described in terms of objectives that are related to the individual Participant
      or objectives that are Company-wide or related to a Subsidiary, division,
      department, region, function or business unit and may be measured on an absolute
      or cumulative basis or on the basis of percentage of improvement over time,
      and
      may be measured in terms of Company performance (or performance of the
      applicable Subsidiary, division, department, region, function or business unit)
      or measured relative to selected peer companies or a market index. In addition,
      for Awards or portions of Awards not intended to qualify as “performance-based
      compensation” under Section 162(m) of the Code, the Committee may
      establish Performance Targets based on other criteria as it deems
      appropriate.

     

    (ii) 
      The Participants will be designated, and the applicable Performance Targets
      will
      be established, by the Committee within ninety (90) days following the
      commencement of the applicable Performance Period (or such earlier or later
      date
      permitted or required by Section 162(m) of the Code). Each Participant
      will be assigned a Target Number payable if Performance Targets are achieved.
      Any payment of an Award granted with Performance Targets shall be conditioned
      on
      the written certification of the Committee in each case that the Performance
      Targets and any other material conditions were satisfied. The Committee may
      determine, at the time of Award grant and to the extent permitted by Code
      Section 162(m) and the regulations and interpretive rulings
      thereunder, that if performance exceeds the specified Performance Targets,
      the
      Award may be settled with payment greater than the Target Number, but in no
      event may such payment exceed the limits set forth in Section 5(c).
      Similarly, the Committee may establish a payment that is below the Target Number
      but above a threshold level of payment if performance is below established
      Performance Targets. The Committee retains the right to reduce any Award
      notwithstanding the attainment of the Performance Targets. Notwithstanding
      the
      above, for any Award or portion of an Award designated to be “performance-based
      compensation” under Section 162(m) of the Code, the Committee does not
      retain any right to increase any amount otherwise determined under the
      provisions of the Plan and the Award.

     

    (h) Deferrals.  All
      Awards that are subject to a substantial risk of forfeiture when granted shall
      be paid to the Participant in a lump sum (in cash, Shares, or a combination
      of
      the two) no later than the end of the year in which the Award vests (or, if
      later, by the 15th day of the third calendar month after the Award vests),
      unless the Participant has made a valid election under a deferred compensation
      plan sponsored by the Company to defer all or part of the Award.  No
      deferral opportunity shall exist with respect to an Award unless explicitly
      permitted by the Committee at the time of grant.  No Option or Stock
      Appreciation Right shall include a right to defer gain upon exercise or any
      other deferral feature.

     

    (i) Repricing
      of Options and Stock Appreciation Rights. Notwithstanding anything in the
      Plan to the contrary, except as may be specifically authorized by the Company’s
      shareholders, an Option or Stock Appreciation Right shall not be granted in
      substitution for a previously granted Option or Stock Appreciation Right being
      canceled or surrendered as a condition of receiving a new Award, if the new
      Award would have a lower exercise price than the Award it replaces, nor shall
      the exercise price of an Option or Stock Appreciation Right be reduced once
      the
      Option or Stock Appreciation Right is granted. The foregoing shall not
      (i) prevent adjustments pursuant to Section 13 or (ii) apply to
      grants of Substitute Awards.

     

    
      	
               

            	
              7.  
                Terms and Conditions of
                Options

            


    

     

    (a) General. The
      Committee, in its discretion, may grant Options to Eligible Individuals and
      shall determine whether such Options shall be Incentive Stock Options or
      Nonqualified Stock Options. Each Option shall be evidenced by an Award Document
      that shall expressly identify the Option as an Incentive Stock Option or
      Nonqualified Stock Option, and be in such form and contain such provisions
      as
      the Committee shall from time to time deem appropriate.

     

    (b) Exercise
      Price. The exercise price of an Option shall be fixed by the Committee at
      the time of grant or shall be determined by a method specified by the Committee
      at the time of grant. In no event shall the exercise price of an Option be
      less
      than one hundred percent (100%) of the Fair Market Value of a Share on the
      date
      of grant; provided, however that the exercise price of a
      Substitute Award granted as an Option shall be determined in accordance with
      Section 409A of the Code and, with respect to Incentive Stock Options,
      Section 424 of the Code and may be less than one hundred percent (100%) of
      the Fair Market Value.

     

    (c) Term. An
      Option shall be effective for such term as shall be determined by the Committee
      and as set forth in the Award Document relating to such Option, and the
      Committee may extend the term of an Option after the time of grant;
provided, however, that the term of an Option may in no event
      extend beyond the tenth (10th) anniversary
      of
      the date of grant of such Option.

     

    (d) Exercise;
      Payment of Exercise Price. Options shall be exercised by delivery of a
      notice of exercise in a form approved by the Company.  Subject to the
      provisions of the applicable Award Document, the exercise price of an Option
      may
      be paid (i) in cash or cash equivalents, (ii) by actual delivery or
      attestation to ownership of freely transferable Shares already owned by the
      person exercising the Option, (iii) by a combination of cash and Shares
      equal in value to the exercise price, (iv) through net share settlement or
      similar procedure involving the withholding of Shares subject to the Option
      with
      a value equal to the exercise price or (v) by such other means as the
      Committee may authorize. In accordance with the rules and procedures
      authorized by the Committee for this purpose, the Option may also be exercised
      through a “cashless exercise” procedure authorized by the Committee from time to
      time that permits Participants to exercise Options by delivering irrevocable
      instructions to a broker to deliver promptly to the Company the amount necessary
      to pay the exercise price and the amount of any required tax or other
      withholding obligations or such other procedures determined by the Company
      from
      time to time.

     

    (e) Incentive
      Stock Options. The exercise price per Share of an Incentive Stock Option
      shall be fixed by the Committee at the time of grant or shall be determined
      by a
      method specified by the Committee at the time of grant, but in no event shall
      the exercise price of an Incentive Stock Option be less than one hundred percent
      (100%) of the Fair Market Value of a Share on the date of grant. No Incentive
      Stock Option may be issued pursuant to the Plan to any individual who, at the
      time the Incentive Stock Option is granted, owns stock possessing more than
      ten
      percent (10%) of the total combined voting power of all classes of stock of
      the
      Company or any of its Subsidiaries, unless (i) the exercise price
      determined as of the date of grant is at least one hundred ten percent (110%)
      of
      the Fair Market Value on the date of grant of the Shares subject to such
      Incentive Stock Option and (ii) the Incentive Stock Option is not
      exercisable more than five (5) years from the date of grant thereof. No
      Participant shall be granted any Incentive Stock Option which would result
      in
      such Participant receiving a grant of Incentive Stock Options that would have
      an
      aggregate Fair Market Value in excess of one hundred thousand dollars
      ($100,000), determined as of the time of grant, that would be exercisable for
      the first time by such Participant during any calendar year. No Incentive Stock
      Option may be granted under the Plan after February 28, 2017, the tenth (10th) anniversary
      of
      the date on which the Plan was adopted by the Board. The terms of any Incentive
      Stock Option granted under the Plan shall comply in all respects with the
      provisions of Section 422 of the Code, or any successor provision thereto,
      as amended from time to time.

     

    
      	
               

            	
              8. 
                Terms and Conditions of Restricted Stock and Restricted Stock
                Units

            


    

     

    (a)   
      Minimum Vesting Provisions. Restricted Stock or Restricted Stock Units
      settled in Shares that are granted without any other performance-based
      qualification criteria other than the Participant’s continued service shall have
      a minimum period of restriction of three (3) years. Performance-based
      grants shall feature a minimum period of restriction of one
      (1) year.

     

    (b) Restricted
      Stock. The Committee, in its discretion, may grant Restricted Stock to
      Eligible Individuals. An Award of Restricted Stock shall consist of one or
      more
      Shares granted to an Eligible Individual, and shall be subject to the terms,
      conditions and restrictions set forth in the Plan and established by the
      Committee in connection with the Award and specified in the applicable Award
      Document. Restricted Stock may, among other things, be subject to restrictions
      on transferability, vesting requirements or other specified circumstances under
      which it may be canceled.

     

    (c) Restricted
      Stock Units. The Committee, in its discretion, may grant Restricted Stock
      Units to Eligible Individuals. A Restricted Stock Unit shall entitle a
      Participant to receive, subject to the terms, conditions and restrictions set
      forth in the Plan and the applicable Award Document, one or more Shares.
      Restricted Stock Units may, among other things, be subject to restrictions
      on
      transferability, vesting requirements or other specified circumstances under
      which they may be canceled.  If and when the cancellation provisions
      lapse, the Restricted Stock Units shall become Shares owned by the applicable
      Participant or, at the sole discretion of the Committee, cash, or a combination
      of cash and Shares, with a value equal to the Fair Market Value of the Shares
      at
      the time of payment.

     

    
      	
               

            	
              9.  
                Stock Appreciation Rights

            


    

     

    (a) General. The
      Committee, in its discretion, may grant Stock Appreciation Rights to Eligible
      Individuals. A Stock Appreciation Right shall entitle a Participant to receive,
      upon satisfaction of the conditions to payment specified in the applicable
      Award
      Document, an amount equal to the excess, if any, of the Fair Market Value on
      the
      exercise date of the number of Shares for which the Stock Appreciation Right
      is
      exercised over the grant price for such Stock Appreciation Right specified
      in
      the applicable Award Document. The grant price per share of Shares covered
      by a
      Stock Appreciation Right shall be fixed by the Committee at the time of grant
      or, alternatively, shall be determined by a method specified by the Committee
      at
      the time of grant, but in no event shall the grant price of a Stock Appreciation
      Right be less than one hundred percent (100%) of the Fair Market Value of a
      Share on the date of grant; provided, however, that the grant
      price of a Substitute Award granted as a Stock Appreciation Rights shall be
      in
      accordance with Section 409A of the Code and may be less than one hundred
      percent (100%) of the Fair Market Value. Payments to a Participant upon exercise
      of a Stock Appreciation Right may be made in cash or Shares, or a combination
      of
      cash and Shares having an aggregate Fair Market Value as of the date of exercise
      equal to the excess, if any, of the Fair Market Value on the exercise date
      of
      the number of Shares for which the Stock Appreciation Right is exercised over
      the grant price for such Stock Appreciation Right. The term of a Stock
      Appreciation Right settled in Shares shall not exceed ten
      (10) years.

     

    (b) Stock
      Appreciation Rights in Tandem with Options. A Stock Appreciation Right
      granted in tandem with an Option may be granted either at the same time as
      such
      Option or subsequent thereto. If granted in tandem with an Option, a Stock
      Appreciation Right shall cover the same number of Shares as covered by the
      Option (or such lesser number of Shares as the Committee may determine) and
      shall be exercisable only at such time or times and to the extent the related
      Option shall be exercisable, and shall have the same term as the related Option.
      The grant price of a Stock Appreciation Right granted in tandem with an Option
      shall equal the per-share exercise price of the Option to which it relates.
      Upon
      exercise of a Stock Appreciation Right granted in tandem with an Option, the
      related Option shall be canceled automatically to the extent of the number
      of
      Shares covered by such exercise; conversely, if the related Option is exercised
      as to some or all of the Shares covered by the tandem grant, the tandem Stock
      Appreciation Right shall be canceled automatically to the extent of the number
      of Shares covered by the Option exercise.

     

    
      	
               

            	
              10.  Terms
                and Conditions of Performance Stock and Performance Share
                Units

            


    

     

    (a)   
      Minimum Vesting Provisions. Performance Stock or Performance Share
      Units shall feature a minimum period of restriction of one
      (1) year.

     

    (b) Performance
      Stock. The Committee may grant Performance Stock to Eligible Individuals.
      An Award of Performance Stock shall consist of a Target Number of Shares granted
      to an Eligible Individual based on the achievement of Performance Targets over
      the applicable Performance Period, and shall be subject to the terms, conditions
      and restrictions set forth in the Plan and established by the Committee in
      connection with the Award and specified in the applicable Award
      Document.

     

    (c) Performance
      Share Units. The Committee, in its discretion, may grant Performance Share
      Units to Eligible Individuals. A Performance Share Unit shall entitle a
      Participant to receive, subject to the terms, conditions and restrictions set
      forth in the Plan and established by the Committee in connection with the Award
      and specified in the applicable Award Document, a Target Number of Shares or
      cash based upon the achievement of Performance Targets over the applicable
      Performance Period. At the sole discretion of the Committee, Performance Share
      Units shall be settled through the delivery of Shares or cash, or a combination
      of Shares and cash.

     

    
      	
               

            	
              11.  Other
                Awards

            


    

     

    The
      Committee shall have the authority to specify the terms and provisions of other
      forms of equity- or cash-based Awards not described above that the Committee
      determines to be consistent with the purpose of the Plan and the interests
      of
      the Company, which Awards may provide for cash payments or settlement in Shares.
      To the extent that any such Awards which constitute “full value” awards are to
      be settled in Shares and are performance-based, the minimum period of
      restriction shall be one (1) year. Awards which constitute “full value”
awards and are to be settled in Shares that have no performance-based criteria
      other than the Participant’s continued service shall have a minimum period of
      restriction of three (3) years.

     

    
      	
               

            	
              12.  Certain
                Restrictions

            


    

     

    (a) Transfers. No
      Award shall be transferable other than pursuant to a beneficiary designation
      under Section 12(c), by last will and testament or by the laws of descent
      and distribution or, except in the case of an Incentive Stock Option, pursuant
      to a domestic relations order, as the case may be; provided,
      however, that the Committee may, subject to applicable laws, rules and
      regulations and such terms and conditions as it shall specify, permit the
      transfer of an Award, other than an Incentive Stock Option, for no consideration
      to a Permitted Transferee. Any Award transferred to a Permitted Transferee
      shall
      be further transferable only by last will and testament or the laws of descent
      and distribution or, for no consideration, to another Permitted Transferee
      of
      the Participant.

     

    (b) Award
      Exercisable Only by Participant. During the lifetime of a Participant, an
      Award shall be exercisable only by the Participant or by a Permitted Transferee
      to whom such Award has been transferred in accordance with
      Section 12(a) above. The grant of an Award shall impose no obligation
      on a Participant to exercise or settle the Award.

     

    (c) Beneficiary
      Designation. The beneficiary or beneficiaries of the Participant to whom
      any benefit under the Plan is to be paid in case of his or her death before
      he
      or she receives any or all of such benefit shall be determined under the
      Company’s Group Life Insurance Plan. A Participant may, from time to time, name
      any beneficiary or beneficiaries to receive any benefit in case of his or her
      death before he or she receives any or all of such benefit. Each such
      designation shall revoke all prior designations by the same Participant,
      including the beneficiary designated under the Company’s Group Life Insurance
      Plan, and will be effective only when filed by the Participant in writing (in
      such form or manner as may be prescribed by the Committee) with the Company
      during the Participant’s lifetime. In the absence of a valid designation under
      the Company’s Group Life Insurance Plan or otherwise, if no validly designated
      beneficiary survives the Participant or if each surviving validly designated
      beneficiary is legally impaired or prohibited from receiving the benefits under
      an Award, the Participant’s beneficiary shall be the Participant’s
      estate.

     

    
      	
               

            	
              13. 
                Recapitalization or
                Reorganization

            


    

     

    (a) Authority
      of the Company and Stockholders. The existence of the Plan, the Award
      Documents and the Awards granted hereunder shall not affect or restrict in
      any
      way the right or power of the Company or the stockholders of the Company to
      make
      or authorize any adjustment, recapitalization, reorganization or other change
      in
      the Company’s capital structure or business, any merger or consolidation of the
      Company, any issue of stock or of options, warrants or rights to purchase stock
      or of bonds, debentures, preferred or prior preference stocks whose rights
      are
      superior to or affect the Shares or the rights thereof or which are convertible
      into or exchangeable for Shares, or the dissolution or liquidation of the
      Company, or any sale or transfer of all or any part of its assets or business,
      or any other corporate act or proceeding, whether of a similar character or
      otherwise.

     

    (b) Change
      in Capitalization. Notwithstanding any provision of the Plan or any Award
      Document, the number and kind of Shares authorized for issuance under
      Section 5 of the Plan, including the maximum number of Shares available
      under the special limits provided for in Section 5(c), shall be equitably
      adjusted in the sole discretion of the Committee in the event of a stock split,
      reverse stock split, stock dividend, recapitalization, reorganization, partial
      or complete liquidation, reclassification, merger, consolidation, separation,
      extraordinary cash dividend, split-up, spin-off, combination, exchange of
      Shares, warrants or rights offering to purchase Shares at a price substantially
      below Fair Market Value, or any other corporate event or distribution of stock
      or property of the Company affecting the Shares in order to preserve, but not
      increase, the benefits or potential benefits intended to be made available
      under
      the Plan. In addition, upon the occurrence of any of the foregoing events,
      the
      number and kind of Shares subject to any outstanding Award and the exercise
      price per Share (or the grant price per Share, as the case may be), if any,
      under any outstanding Award shall be equitably adjusted (including by payment
      of
      cash to a Participant) in the sole discretion of the Committee in order to
      preserve the benefits or potential benefits intended to be made available to
      Participants. Such adjustments shall be made by the Committee. Unless otherwise
      determined by the Committee, such adjusted Awards shall be subject to the same
      restrictions and vesting or settlement schedule to which the underlying Award
      is
      subject.

     

    
      	
               

            	
              14. 
                Term of the Plan

            


    

     

    Unless
      earlier terminated pursuant to Section 16, the Plan shall terminate on the
      tenth (10th)
      anniversary of the Effective Date, except with respect to Awards then
      outstanding. No Awards may be granted under the Plan after the tenth (10th) anniversary
      of
      the Effective Date.  No Incentive Stock Option may be granted under
      the Plan after February 28, 2017, the tenth (10th) anniversary
      of
      the date on which the Plan was adopted by the Board.  To the extent
      (but only to the extent) required by Section 162(m) of the Code, no Award that
      is intended to be “performance-based compensation” under Section 162(m) shall be
      granted after the first shareholder meeting in 2012 unless the material terms
      of
      the performance goal for the Award have been disclosed to and reapproved by
      shareholders before that date.

     

    
      	
               

            	
              15. 
                Effective Date

            


    

     

    The
      Plan
      shall become effective on the Effective Date.

     

    
      	
               

            	
              16.
                 Amendment and
                Termination

            


    

     

    Subject
      to applicable laws, rules and regulations, the Board may at any time
      terminate or, from time to time, amend, modify or suspend the Plan;
provided, however, that no termination, amendment,
      modification or suspension (i) will be effective without the approval of
      the stockholders of the Company if such approval is required under applicable
      laws, rules and regulations, including the rules of NYSE and
      (ii) shall materially and adversely alter or impair the rights of a
      Participant in any Award previously made under the Plan without the consent
      of
      the holder thereof. Notwithstanding the foregoing, the Board shall have broad
      authority to amend the Plan or any Award under the Plan without the consent
      of a
      Participant to the extent it deems necessary or desirable (a) to comply
      with, take into account changes in, or interpretations of, applicable tax laws,
      securities laws, employment laws, accounting rules and other applicable
      laws, rules and regulations, (b) to take into account unusual or
      nonrecurring events or market conditions (including, without limitation, the
      events described in Section 13(b)), or (c) to take into account
      significant acquisitions or dispositions of assets or other property by the
      Company.

     

    
      	
               

            	
              17. 
                Miscellaneous

            


    

     

    (a) Tax
      Withholding. The Company or a Subsidiary, as appropriate, may require any
      individual entitled to receive a payment of an Award to remit to the Company,
      prior to payment, an amount sufficient to satisfy any applicable tax withholding
      requirements. In the case of an Award payable in Shares, the Company or a
      Subsidiary, as appropriate, may permit or require a Participant to satisfy,
      in
      whole or in part, such obligation to remit taxes by the Company withholding
      Shares that would otherwise be received by such individual or repurchasing
      Shares that were issued to the Participant to satisfy the (i) minimum
      statutory withholding rates within the United States, or (ii) in accordance
      with local tax jurisdictions outside the United States, as applicable, for
      any
      applicable tax withholding purposes, in accordance with all applicable laws
      and
      pursuant to such rules as the Committee may establish from time to time.
      The Company or a Subsidiary, as appropriate, shall also have the right to deduct
      from all cash payments made to a Participant (whether or not such payment is
      made in connection with an Award) any applicable taxes required to be withheld
      with respect to such payments.

     

    (b) No
      Right to Awards or Employment. No person shall have any claim or right to
      receive Awards under the Plan. Neither the Plan, the grant of Awards under
      the
      Plan nor any action taken or omitted to be taken under the Plan shall be deemed
      to create or confer on any Eligible Individual any right to be retained in
      the
      employ of the Company or any Subsidiary or other affiliate thereof, or to
      interfere with or to limit in any way the right of the Company or any Subsidiary
      or other affiliate thereof to terminate the employment of such Eligible
      Individual at any time. No Award shall constitute salary or contractual
      compensation for the year of grant, any later year or any other period of time.
      Payments received by a Participant under any Award made pursuant to the Plan
      shall not be included in, nor have any effect on, the determination of
      employment-related rights or benefits under any other employee benefit plan
      or
      similar arrangement provided by the Company and the Subsidiaries, unless
      otherwise specifically provided for under the terms of such plan or arrangement
      or by the Committee.

     

    (c) Securities
      Law Restrictions. An Award may not be exercised or settled, and no Shares
      may be issued in connection with an Award, unless the issuance of such Shares
      (i) has been registered under the Securities Act of 1933, as amended,
      (ii) has qualified under applicable state “blue sky” laws (or the Company
      has determined that an exemption from registration and from qualification under
      such state “blue sky” laws is available) and (iii) complies with all
      applicable foreign securities laws. All certificates for Shares delivered under
      the Plan shall be subject to such stock-transfer orders and other restrictions
      as the Committee may deem advisable under the rules, regulations, and other
      requirements of the Securities and Exchange Commission, any exchange upon which
      the Shares are then listed, and any applicable securities law, and the Committee
      may cause a legend or legends to be put on any such certificates to make
      appropriate reference to such restrictions.

     

    (d)   
      Section 162(m) of the Code. The Plan is intended to comply in
      all respects with Section 162(m) of the Code; provided,
however, that in the event the Committee determines that compliance
      with Section 162(m) of the Code is not desired with respect to a
      particular Award (or portion of an Award), compliance with
      Section 162(m) of the Code will not be required. In addition, if any
      provision of this Plan would cause Awards or portions of Awards that are
      intended to constitute “qualified performance-based compensation” under
      Section 162(m) of the Code, to fail to so qualify, that provision
      shall be severed from, and shall be deemed not to be a part of, the Plan, but
      the other provisions hereof shall remain in full force and effect.

     

    (e) Section 409A
      of the Code. Notwithstanding any contrary provision in the Plan or an Award
      Document, if any provision of the Plan or an Award Document contravenes any
      regulations or guidance promulgated under Section 409A of the Code or would
      cause an Award to be subject to additional taxes, accelerated taxation, interest
      and/or penalties under Section 409A of the Code, such provision of the Plan
      or Award Document may be modified by the Committee without the consent of the
      Participant in any manner the Committee deems reasonable or necessary. In making
      such modifications the Committee shall attempt, but shall not be obligated,
      to
      maintain, to the maximum extent practicable, the original intent of the
      applicable provision without contravening the provisions of Section 409A of
      the Code. Moreover, any discretionary authority that the Committee may have
      pursuant to the Plan shall not be applicable to an Award that is subject to
      Section 409A of the Code to the extent such discretionary authority would
      contravene Section 409A of the Code or the guidance promulgated
      thereunder.

     

    (f)   
      Awards to Individuals Subject to Laws of a Jurisdiction Outside of the
      United States. To the extent that Awards under the Plan are awarded to
      Eligible Individuals who are domiciled or reside outside of the United States
      or
      to persons who are domiciled or reside in the United States but who are subject
      to the tax laws of a jurisdiction outside of the United States, the Committee
      may adjust the terms of the Awards granted hereunder to such person (i) to
      comply with the laws, rules and regulations of such jurisdiction and
      (ii) to permit the grant of the Award not to be a taxable event to the
      Participant. The authority granted under the previous sentence shall include
      the
      discretion for the Committee to adopt, on behalf of the Company, one or more
      sub-plans applicable to separate classes of Eligible Individuals who are subject
      to the laws of jurisdictions outside of the United States.

     

    (g) Satisfaction
      of Obligations. Subject to applicable law, the Company may apply any cash,
      Shares, securities or other consideration received upon exercise or settlement
      of an Award to any obligations a Participant owes to the Company and the
      Subsidiaries in connection with the Plan or otherwise, including, without
      limitation, any tax obligations or obligations under a currency facility
      established in connection with the Plan.

     

    (h) No
      Limitation on Corporate Actions. Nothing contained in the Plan shall be
      construed to prevent the Company or any Subsidiary from taking any corporate
      action, whether or not such action would have an adverse effect on any Awards
      made under the Plan. No Participant, beneficiary or other person shall have
      any
      claim against the Company or any Subsidiary as a result of any such
      action.

     

    (i) Unfunded
      Plan. The Plan is intended to constitute an unfunded plan for
      incentive compensation. Prior to the issuance of Shares, cash or other form
      of
      payment in connection with an Award, nothing contained herein shall give any
      Participant any rights that are greater than those of a general unsecured
      creditor of the Company. The Committee may, but is not obligated to, authorize
      the creation of trusts or other arrangements to meet the obligations created
      under the Plan to deliver Shares with respect to awards hereunder.

     

    (j) Successors. All
      obligations of the Company under the Plan with respect to Awards granted
      hereunder shall be binding on any successor to the Company, whether the
      existence of such successor is the result of a direct or indirect purchase,
      merger, consolidation, or otherwise, of all or substantially all of the business
      and/or assets of the Company.

     

    (k) Application
      of Funds. The proceeds received by the Company from the sale of Shares
      pursuant to Awards will be used for general corporate purposes.

     

    (l) Award
      Document. In the event of any conflict or inconsistency between the Plan
      and any Award Document, the Plan shall govern and the Award Document shall
      be
      interpreted to minimize or eliminate any such conflict or
      inconsistency.

     

    (m) Headings. The
      headings of Sections herein are included solely for convenience of reference
      and
      shall not affect the meaning of any of the provisions of the Plan.

     

    (n) Severability. If
      any provision of this Plan is held unenforceable, the remainder of the Plan
      shall continue in full force and effect without regard to such unenforceable
      provision and shall be applied as though the unenforceable provision were not
      contained in the Plan.

     

    (o)   
      Expenses.    The costs and expenses of administering the
      Plan shall be borne by the Company.

     

    (p) Jurisdiction,
      Venue and Governing Law. Except as to matters of federal law, the Plan and
      all actions taken thereunder shall be governed by and construed in accordance
      with the laws of the State of Rhode Island. Any dispute, controversy or claim
      arising out of or relating to the Plan or any award under the Plan shall be
      brought only in a court of competent jurisdiction in the State of Rhode Island,
      and no other court, agency or tribunal shall have jurisdiction to resolve any
      such dispute, controversy or claim.

     

    (q)   
      Compliance with Individual Tax Requirements.  The Plan is
      intended, and shall be interpreted, to provide compensation that is exempt
      from
      Section 409A , or that complies with the applicable requirements of Section
      409A.  The Company does not warrant that the Plan will comply with
      Section 409A of the Code with respect to any Participant or with respect to
      any
      payment, however.  In no event shall the Company; any Subsidiary; any
      director, officer, or employee of the Company or a Subsidiary; or any member
      of
      the Committee be liable for any additional tax, interest, or penalty incurred
      by
      a Participant as a result of the Plan’s failure to satisfy the requirements of
      Section 409A of the Code, or as a result of the Plan’s failure to satisfy any
      other requirements of applicable tax laws.