Exhibit 10.5


 


ADVANCE AMERICA, CASH ADVANCE CENTERS, INC.


2004 OMNIBUS STOCK PLAN


 


1.                                       Purpose;
Establishment.


 


The Advance America, Cash Advance Centers, Inc. 2004 Omnibus Stock Plan
(the “Plan”) is intended to attract and retain employees, non-employee directors  and consultants of the Company, to
motivate them to achieve long-term Company goals and to further align their
interests with those of the Company’s stockholders.  The Plan was adopted and approved by the Board of Directors
effective as of August 3, 2004, and was approved by the stockholders of the
Company.


 


2.                                       Definitions.


 


As used in the Plan, the following definitions apply to the terms
indicated below:


 


(a)                                  “Affiliate”
means any entity if, at the time of granting of an Award (A) the Company, directly
or indirectly, owns at least 50% of the combined voting power of all classes of
stock of such entity or at least 50% of the ownership interests in such entity
or (B) such entity, directly or indirectly, owns at least 50% of the combined
voting power of all classes of stock of the Company.


 


(b)                                 “Agreement”
shall mean the written agreement between the Company and a Participant
evidencing an Award or a notice of an Award delivered to a Participant by the
Company.


 


(c)                                  “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock, Phantom
Stock, Stock Bonus or Other Award granted pursuant to the terms of the Plan.


 


(d)                                 “Board
of Directors” shall mean the Board of Directors of the Company.


 


(e)                                  “Business
Criteria” shall mean (1) return on total stockholder equity; (2) earnings or
book value per share of Company Stock; (3) net income (before or after taxes);
(4) earnings before all or any interest, taxes, depreciation and/or
amortization (“EBIT”, “EBITA” or “EBITDA”); (5) inventory goals; (6) return on
assets, capital or investment; (7) market share; (8) cost reduction goals; (9)
earnings from continuing operations; (10) levels of expense, costs or
liabilities; (11) department, division or business unit level performance; (12)
operating profit; (13) sales or revenues; (14) stock price appreciation; (15)
total stockholder return; (16) implementation or completion of critical
projects or processes; or (17) any combination of the foregoing.  Where applicable, Business Criteria may be
expressed in terms of attaining a specified level of the particular criteria or
the attainment of a percentage increase or decrease in the particular criteria,
and may be applied to one or more of the Company, an Affiliate,


 

















 


or a department, division or
strategic business unit of the Company, or may be applied to the performance of
the Company relative to a market index, a group of other companies or a
combination thereof, all as determined by the Committee.  The Business Criteria may be subject to a
threshold level of performance below which no payment will be made (or no
vesting will occur), levels of performance at which specified payments will be
made (or specified vesting will occur), and a maximum level of performance
above which no additional payment will be made (or at which full vesting will
occur).  Each of the Business Criteria
shall be determined, where applicable, in accordance with generally accepted
accounting principles and shall be subject to certification by the Committee;
provided that the Committee shall have the authority to make equitable
adjustments to the Business Criteria in recognition of unusual or non-recurring
events affecting the Company or any Affiliate or the financial statements of
the Company or any Affiliate, in response to changes in applicable laws or
regulations, or to account for items of gain, loss or expense determined to be
extraordinary or unusual in nature or infrequent in occurrence or related to
the disposal of a segment of a business or related to a change in accounting
principles.


 


(f)                                    “Code”
shall mean the Internal Revenue Code of 1986, as amended from time to time, and
any regulations promulgated thereunder.


 


(g)                                 “Committee”
shall mean a committee of the Board of Directors, which shall consist of two or
more persons, each of whom shall qualify as an “outside director” within the
meaning of Section 162(m) of the Code and a “nonemployee director” within
the meaning of Rule 16b-3.


 


(h)                                 “Company”
shall mean Advance America, Cash Advance Centers, Inc., a Delaware corporation,
and, where appropriate, each of its Affiliates.


 


(i)                                     “Company
Stock” shall mean the common stock of the Company, par value $.01 per share.


 


(j)                                     “Covered
Employee” shall have the meaning set forth in Section 162(m) of the Code.


 


(k)                                  “Effective
Date” shall mean August 3, 2004.


 


(l)                                     “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to
time.


 


(m)                               “Fair
Market Value” shall mean, with respect to Company Stock or other property, the
fair market value of such Company Stock or other property determined by such
methods or procedures as shall be established from time to time by the
Committee.  Unless otherwise determined
by the Committee in good faith, the per share Fair Market Value of Company
Stock as of a particular date shall mean (i) the arithmetic mean between


 


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the highest and lowest reported
sales price per share of Company Stock on the national securities exchange on
which the Company Stock is principally traded, for the last preceding date on
which there was a sale of such Company Stock on such exchange, or (ii) if the
shares of Company Stock are then traded in an over-the-counter market, the
average of the closing bid and asked prices for the shares of Company Stock in
such over-the-counter market for the last preceding date on which there was a
sale of such Company Stock in such market, or (iii) the shares of Company Stock
are not then listed on a national securities exchange or traded in an
over-the-counter market, such value as the Committee, in its sole discretion,
shall determine.


 


(n)                                 “Incentive
Stock Option” shall mean an Option that qualifies as an “incentive stock
option” within the meaning of Section 422 of the Code, or any successor
provision, and which is designated by the Committee as an Incentive Stock
Option.


 


(o)                                 “Nonqualified
Stock Option” shall mean an Option other than an Incentive Stock Option.


 


(p)                                 “Option”
shall mean an option to purchase shares of Company Stock granted pursuant to
Section 7 hereof.


 


(q)                                 “Other
Award” shall mean an Award granted pursuant to Section 12 hereof.


 


(r)                                    “Participant”
shall mean an employee, non-employee
director  or consultant of the
Company to whom an Award is granted pursuant to the Plan.


 


(s)                                  “Phantom
Stock” shall mean the right, granted pursuant to Section 10 hereof, to
receive in cash or shares the Fair Market Value of a share of Company Stock.


 


(t)                                    “Restricted
Stock” shall mean a share of Company Stock which is granted pursuant to the
terms of Section 9 hereof and which is subject to restrictions as set
forth in Section 9(d).


 


(u)                                 “Rule
16b-3” shall mean the Rule 16b-3 promulgated under the Exchange Act, as amended
from time to time.


 


(v)                                 “Securities
Act” shall mean the Securities Act of 1933, as amended from time to time.


 


(w)                               “Stock
Appreciation Right” shall mean the right to receive, upon exercise of the
right, the applicable amounts as described in Section 8 hereof.


 


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(x)                                   “Stock
Bonus” shall mean a bonus payable in shares of Company Stock granted pursuant
to Section 11 hereof.


 


(y)                                 “Subsidiary”
shall mean a “subsidiary corporation” of the Company within the meaning of
Section 424(f) of the Code.


 


3.                                       Stock
Subject to the Plan.


 


(a)                                  Shares
Available for Awards.  The maximum
number of shares of Company Stock reserved for issuance under the Plan shall be
4,250,000 shares (subject to adjustment as provided herein).  Such shares may be authorized but unissued
shares of Company Stock or authorized and issued shares of Company Stock held in
the Company’s treasury.


 


(b)                                 Individual
Limitation; Limitation on Certain Awards. 
The maximum number of shares of Company Stock to which Awards relate
that may be granted to any Participant during any calendar year shall not
exceed 250,000 shares (subject to adjustment as provided herein).


 


(c)                                  Adjustment
for Change in Capitalization.  In the
event that any dividend or other distribution is declared (whether in the form
of cash, Company Stock, or other property), or there occurs any
recapitalization, stock split, reverse stock split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange or other
similar corporate transaction or event, the Committee shall adjust, in its sole
and absolute discretion, (1) the number and kind of shares of stock which may
thereafter be issued in connection with Awards, (2) the number and kind of
shares of stock or other property issued or issuable in respect of outstanding
Awards, (3) the exercise price, grant price or purchase price relating to any
Award, and (4) the limitations set forth in Sections 3(a) and 3(b); provided
that, with respect to Incentive Stock Options, such adjustment shall be made in
accordance with Section 424 of the Code and any regulations thereunder.


 


(d)                                 Reuse
of Shares.  Except to the extent that to
do so would prevent the grant of Incentive Stock Options hereunder, the
following shares of Company Stock shall again become available for Awards: (1)
any shares subject to an Award that remain unissued upon the cancellation,
surrender, exchange or termination of such Award without having been exercised
or settled; (2) any shares subject to an Award that are retained by the Company
as payment of the exercise price or tax withholding obligations with respect to
an Award; and (3) a number of shares equal to the number of previously owned
shares of Company Stock surrendered to the Company as payment of the exercise
price of an Option or to satisfy tax withholding obligations with respect to an
Award. In addition, (A) to the extent an Award is paid or settled in cash, the
number of shares of Company Stock with respect to which such payment or
settlement is made


 


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shall again be available for
grants of Awards pursuant to the Plan and (B) in the event of the exercise of a
Stock Appreciation Right granted in relation to an Option, the excess of the
number of shares subject to the Stock Appreciation Right over the number of
shares delivered upon the exercise of the Stock Appreciation Right shall again
be available for grants of Awards pursuant to the Plan.


 


4.                                       Administration
of the Plan.


 


The Plan shall be administered by the Committee.  The Committee shall have the authority in
its sole discretion, subject to and not inconsistent with the express
provisions of the Plan, to administer the Plan and to exercise all the powers
and authorities either specifically granted to it under the Plan or necessary
or advisable in the administration of the Plan, including, without limitation,
the authority to grant Awards; to determine the persons to whom and the time or
times at which Awards shall be granted; to determine the type and number of
Awards to be granted, the number of shares of Company Stock or cash or other
property to which an Award may relate and the terms, conditions, restrictions
and performance criteria relating to any Award; to determine whether, to what
extent, and under what circumstances an Award may be settled, cancelled,
forfeited, exchanged, or surrendered; to construe and interpret the Plan and
any Award; to prescribe, amend and rescind rules and regulations relating to
the Plan; to determine the terms and provisions of Agreements; and to make all
other determinations deemed necessary or advisable for the administration of
the Plan.  The Committee may, in its
sole and absolute discretion, without amendment to the Plan, (a) accelerate the
date on which any Option or Stock Appreciation Right becomes exercisable, (b)
waive or amend the operation of Plan provisions respecting exercise after
termination of employment (provided that the term of an Option or Stock
Appreciation Right may not be extended beyond ten years from the date of
grant), (c) accelerate the vesting date, or waive any condition imposed
hereunder, with respect to any share of Restricted Stock, Phantom Stock, Stock
Bonus or Other Award, and (d) otherwise adjust any of the terms applicable to
any such Award in a manner consistent with the terms of the Plan.  Notwithstanding anything in the Plan to the
contrary, the powers and authority of the Committee shall be exercised by the
Board of Directors in the case of Awards made to non-employee directors.


 


5.                                       Eligibility.


 


The persons who shall be eligible to receive Awards pursuant to the
Plan shall be such employees of the Company (including officers of the Company,
whether or not they are directors of the Company), consultants to the Company
and non-employee directors of the Company, in each case as the Committee (or,
in the case of non-employee directors, the Board of Directors) shall select
from time to time.  The grant of an
Award hereunder in any year to any employee,
non-employee director or consultant shall not entitle such person to a grant of
an Award in any future year.


 


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6.                                       Awards
Under the Plan; Agreement.


 


The Committee may grant Options, Stock
Appreciation Rights, Restricted Stock, Phantom Stock, Stock Bonuses and Other
Awards in such amounts and with such terms and conditions as the Committee
shall determine, subject to the provisions of the Plan.  Each Award granted under the Plan (except an
unconditional Stock Bonus) shall be evidenced by an Agreement which shall
contain such provisions as the Committee may in its sole discretion deem
necessary or desirable and which are not in conflict with the terms of the
Plan.  By accepting an Award, a
Participant shall be deemed to agree that the Award shall be subject to all of
the terms and provisions of the Plan and the applicable Agreement.


 


7.                                       Options.


 


(a)                                  Identification
of Options.  Each Option shall be
clearly identified in the applicable Agreement as either an Incentive Stock
Option or a Nonqualified Stock Option. 
All Options shall be non-transferable, except by will or the laws of
descent and distribution or except as otherwise determined by the Committee
with respect to a Nonqualified Stock Option.


 


(b)                                 Exercise
Price.  Each Agreement with respect to
an Option shall set forth the amount per share (the “option exercise price”)
payable by the Participant to the Company upon exercise of the Option.


 


(c)                                  Term
and Exercise of Options.


 


(i)                                     Each
Option shall become exercisable at the time determined by the Committee and set
forth in the applicable Agreement.  At
the time of grant of an Option, the Committee may impose such restrictions or
conditions to the exercisability of the Option as it, in its absolute
discretion, deems appropriate, including, but not limited to, achievement of
performance goals based on one or more Business Criteria.  Subject to Section 7(d) hereof, the
Committee shall determine the expiration date of each Option, which shall be no
later than the tenth anniversary of the date of grant of the Option.


 


(ii)                                  An
Option shall be exercised by delivering the form of notice of exercise provided
by the Company.  Payment for shares of
Company Stock purchased upon the exercise of an Option shall be made on the
effective date of such exercise by one or a combination of the following means:
(A) in cash or by personal check, certified check, bank cashier’s check or wire
transfer; (B) in shares of Company Stock owned by the Participant for at least
six months prior to the date of exercise and valued at their Fair Market Value
on the effective date of such exercise; or (C) by any such other methods
(including broker assisted cashless exercise) as the Committee may from time to
time authorize; provided, however, that in the case of a Participant who is
subject to Section 16 of the


 


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Exchange Act, the method of
making such payment shall be in compliance with applicable law.  Any payment in shares of Company Stock shall
be effected by the delivery of such shares to the Secretary of the Company,
duly endorsed in blank or accompanied by stock powers duly executed in blank,
together with any other documents and evidences as the Secretary of the Company
shall require.


 


(iii)                               Certificates
for shares of Company Stock purchased upon the exercise of an Option shall be
issued in the name of or for the account of the Participant or other person
entitled to receive such shares, and delivered to the Participant or such other
person as soon as practicable following the effective date on which the Option
is exercised.


 


(d)                                 Provisions
Relating to Incentive Stock Options. 
Incentive Stock Options may only be granted to employees of the Company
and its Affiliates, in accordance with the provisions of Section 422 of
the Code.  The option exercise price for
each Incentive Stock Options shall be equal to or greater then the Fair Market
Value of a share of Company Stock on the date of grant.  To the extent that the aggregate Fair Market
Value of shares of Company Stock with respect to which Incentive Stock Options
are exercisable for the first time by a Participant during any calendar year
under the Plan and any other stock option plan of the Company or a Subsidiary
shall exceed $100,000, such Options shall be treated as Nonqualified Stock
Options.    For purposes of this
Section 7(d), Fair Market Value shall be determined as of the date on
which each such Incentive Stock Option is granted.  No Incentive Stock Option may be granted to an individual if, at
the time of the proposed grant, such individual owns (or is deemed to own under
the Code) stock possessing more than ten percent of the total combined voting
power of all classes of stock of the Company unless (A) the exercise price of
such Incentive Stock Option is at least 110% of the Fair Market Value of a
share of Company Stock at the time such Incentive Stock Option is granted and
(B) such Incentive Stock Option is not exercisable after the expiration of five
years from the date such Incentive Stock Option is granted.


 


(e)                                  Effect
of Termination of Employment (or Provision of Services).  In the event that the employment of a
Participant with the Company (or the Participant’s service to the Company)
shall terminate for any reason other than (i) cause (as defined in the
applicable Agreement), (ii) death or (iii) disability or retirement, each
Option granted to such Participant, to the extent that it is exercisable at the
time of such termination, shall remain exercisable for the 90 day period
following such termination (or for such other period as may be provided by the
Committee), but in no event following the expiration of its term.  Each Option that remains unexercisable as of
the date of such a termination shall be terminated at


 


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the time of such termination
(except as may be otherwise determined by the Committee).  In the event that the employment of a
Participant with the Company (or the Participant’s service to the Company)
shall terminate on account of the death of the Participant, each Option granted
to such Participant that is outstanding as of the date of death shall become
fully exercisable and shall remain exercisable by the Participant’s legal
representatives, heirs or legatees for the one year period following such
termination (or for such other period as may be provided by the Committee), but
in no event following the expiration of its term.  In the event of the termination of a Participant’s employment for
cause (as defined in the applicable Agreement), each outstanding Option granted
to such Participant shall terminate at the commencement of business on the date
of such termination.  In the event that
the employment of a Participant with the Company (or the Participant’s service
to the Company) shall terminate on account of the disability or retirement of
the Participant (in each case as determined by the Committee), each Option
granted to such Participant that is outstanding and vested as of the date of
such termination shall remain exercisable by the Participant (or such
Participant’s legal representatives) for the one year period following such
termination (or for such other period as may be provided by the Committee), but
in no event following the expiration of its term.  Each Option that remains unexercisable as of the date of a
termination due to disability or retirement shall be terminated at the time of
such termination (except as may be otherwise determined by the Committee).


 


(f)                                    Leave
of Absence.  In the case of any
Participant on an approved leave of absence, the Committee may make such
provision respecting the continuance of the Option while in the employ or
service of the Company as it may deem equitable, except that in no event may an
Option be exercised after the expiration of its term.


 


8.                                       Stock
Appreciation Rights.


 


(a)                                  A
Stock Appreciation Right may be granted in connection with an Option, either at
the time of grant or, with respect to a Nonqualified Stock Option, at any time
thereafter during the term of the Option, or may be granted unrelated to an
Option. At the time of grant of a Stock Appreciation Right, the Committee may
impose such restrictions or conditions to the exercisability of the Stock
Appreciation Right as it, in its absolute discretion, deems appropriate,
including, but not limited to, achievement of performance goals based on one or
more Business Criteria.  The term of a
Stock Appreciation Right granted without relationship to an Option shall not
exceed ten years from the date of grant.


 


(b)                                 A
Stock Appreciation Right related to an Option shall require the holder, upon
exercise, to surrender such Option with respect to the number of shares as to
which such Stock Appreciation Right is exercised, in order to


 


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receive payment of any amount
computed pursuant to Section 8(d). 
Such Option will, to the extent surrendered, then cease to be
exercisable.


 


(c)                                  Subject
to Section 8(i) and to such rules and restrictions as the Committee may
impose, a Stock Appreciation Right granted in connection with an Option will be
exercisable at such time or times, and only to the extent that a related Option
is exercisable, and will not be transferable except to the extent that such
related Option may be transferable.


 


(d)                                 Upon
the exercise of a Stock Appreciation Right related to an Option, the holder
will be entitled to receive payment of an amount determined by multiplying:


 


(i)                                     the
excess of the Fair Market Value of a share of Company Stock on the date of
exercise of such Stock Appreciation Right over the option exercise price
specified in the related Option, by


 


(ii)                                  the
number of shares as to which such Stock Appreciation Right is exercised.


 


(e)                                  A
Stock Appreciation Right granted without relationship to an Option will entitle
the holder, upon exercise of the Stock Appreciation Right, to receive payment
of an amount determined by multiplying:


 


(i)                                     the
excess of (1) the Fair Market Value of a share of Company Stock on the date of
exercise of such Stock Appreciation Right over (2) the greater of the Fair
Market Value of a share of Company Stock on the date the Stock Appreciation
Right was granted or such greater amount as may be set forth in the applicable
Agreement, by


 


(ii)                                  the
number of shares as to which such Stock Appreciation Right is exercised.


 


(f)                                    Notwithstanding
subsections (d) and (e) above, the Committee may place a limitation on the
amount payable upon exercise of a Stock Appreciation Right.  Any such limitation must be determined as of
the date of grant and noted in the applicable Agreement.


 


(g)                                 Payment
of the amount determined under subsections (d) and (e) above may be made solely
in whole shares of Company Stock valued at their Fair Market Value on the date
of exercise of the Stock Appreciation Right or alternatively, in the sole
discretion of the Committee, solely in cash or a combination of cash and
shares.  If the Committee decides that
payment will be made in shares of Company Stock, and the amount payable results
in a fractional share, payment for the fractional share will be made in cash.


 


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(h)                                 In
the event that the employment of a Participant with the Company (or the
Participant’s service to the Company) shall terminate for any reason other than
(i) cause (as defined in the applicable Agreement), or (ii) death, each Stock
Appreciation Right granted to such Participant, to the extent that it is
exercisable at the time of such termination, shall remain exercisable for the
90 day period following such termination (or for such other period as may be
provided by the Committee), but in no event following the expiration of its
term.  Any Stock Appreciation Right that
is not exercisable as of the date of such a termination shall be terminated at
the time of such termination (except as may be otherwise determined by the
Committee).  In the event that the
employment of a Participant with the Company (or the Participant’s service to
the Company) shall terminate on account of the death of the Participant, each
Stock Appreciation Right granted to such Participant that is outstanding as of
the date of death shall become fully exercisable and shall remain exercisable
by the Participant’s legal representatives, heirs or legatees for the one year
period following such termination (or for such other period as may be provided
by the Committee), but in no event following the expiration of its term.  In the event of the termination of a Participant’s
employment for cause (as defined in the applicable Agreement), each outstanding
Stock Appreciation Right granted to such Participant shall terminate at the
commencement of business on the date of such termination.


 


9.                                       Restricted
Stock.


 


(a)                                  Price.  At the time of the grant of shares of
Restricted Stock, the Committee shall determine the price, if any, to be paid
by the Participant for each share of Restricted Stock subject to the Award.


 


(b)                                 Vesting
Date.  At the time of the grant of
shares of Restricted Stock, the Committee shall establish a vesting date or
vesting dates with respect to such shares. 
The Committee may divide such shares into classes and assign a different
vesting date for each class.  Provided
that all conditions to the vesting of a share of Restricted Stock are
satisfied, and subject to Section 9(h), upon the occurrence of the vesting
date with respect to a share of Restricted Stock, such share shall vest and the
restrictions of Section 9(d) shall lapse.


 


(c)                                  Conditions
to Vesting.  At the time of the grant of
shares of Restricted Stock, the Committee may impose such restrictions or
conditions to the vesting of such shares as it, in its absolute discretion,
deems appropriate, including, but not limited to, achievement of performance
goals based on one or more Business Criteria. 
The Committee may also provide that the vesting or forfeiture of shares
of Restricted Stock may be based upon the achievement of, or failure to
achieve, certain levels of performance and may provide for partial vesting of
Restricted Stock in the event that the


 


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maximum level of performance is
not met if the minimum level of performance has been equaled or exceeded.


 


(d)                                 Restrictions
on Transfer Prior to Vesting.  Prior to
the vesting of a share of Restricted Stock, such Restricted Stock may not be
transferred, assigned or otherwise disposed of, and no transfer of a
Participant’s rights with respect to such Restricted Stock, whether voluntary
or involuntary, by operation of law or otherwise, shall be permitted.  Immediately upon any attempt to transfer
such rights, such shares, and all of the rights related thereto, shall be
forfeited by the Participant.


 


(e)                                  Dividends
on Restricted Stock.  The Committee in
its discretion may require that any dividends paid on shares of Restricted
Stock be held in escrow until all restrictions on such shares have lapsed.


 


(f)                                    Issuance
of Certificates.  The Committee may,
upon such terms and conditions as it determines, provide that (1) a certificate
or certificates representing the shares underlying a Restricted Stock award
shall be registered in the Participant’s name and bear an appropriate legend
specifying that such shares are not transferable and are subject to the provisions
of the Plan and the restrictions, terms and conditions set forth in the
applicable Agreement, (2) such certificate or certificates shall be held in
escrow by the Company on behalf of the Participant until such shares become
vested or are forfeited or (3) subject to applicable law, the Participant’s
ownership of the Restricted Stock shall be registered by the Company in book
entry form.


 


(g)                                 Consequences
of Vesting.  Upon the vesting of a share
of Restricted Stock pursuant to the terms hereof, the restrictions of
Section 9(d) shall lapse with respect to such share.  Following the date on which a share of
Restricted Stock vests, the Company shall cause to be delivered to the
Participant to whom such shares were granted, a certificate evidencing such
share, which may bear a restrictive legend, if the Committee determines such a
legend to be appropriate.


 


(h)                                 Effect
of Termination of Employment (or Provision of Services).  Except as may otherwise be provided in the
applicable Agreement, and subject to the Committee’s authority under
Section 4 hereof, upon the termination of a Participant’s employment (or
upon cessation of such Participant’s services to the Company) for any reason,
any and all shares to which restrictions on transferability apply shall be immediately
forfeited by the Participant and transferred to, and reacquired by, the
Company.  In the event of a forfeiture
of shares pursuant to this section, the Company shall repay to the Participant
(or the Participant’s estate) any amount paid by the Participant for such
shares.  In the event that the Company
requires a return of shares, it shall also have the right to require the return
of all


 


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dividends paid on such shares,
whether by termination of any escrow arrangement under which such dividends are
held or otherwise.


 


10.                                 Phantom
Stock.


 


(a)                                  Vesting
Date.  At the time of the grant of
shares of Phantom Stock, the Committee shall establish a vesting date or
vesting dates with respect to such shares. 
The Committee may divide such shares into classes and assign a different
vesting date for each class.  Provided
that all conditions to the vesting of a share of Phantom Stock imposed pursuant
to Section 10(c) are satisfied, and subject to Section 10(d), upon
the occurrence of the Vesting Date with respect to a share of Phantom Stock,
such share shall vest.


 


(b)                                 Benefit
Upon Vesting.  Unless otherwise provided
in an Agreement, upon the vesting of a share of Phantom Stock, the Participant
shall be paid, within 30 days of the date on which such share vests, an amount,
in cash and/or shares of Company Stock, as determined by the Committee, equal
to the sum of (1) the Fair Market Value of a share of Company Stock on the date
on which such share of Phantom Stock vests and (2) the aggregate amount of cash
dividends paid with respect to a share of Company Stock during the period
commencing on the date on which the share of Phantom Stock was granted and
terminating on the date on which such share vests.


 


(c)                                  Conditions
to Vesting.  At the time of the grant of
shares of Phantom Stock, the Committee may impose such restrictions or
conditions to the vesting of such shares as it, in its absolute discretion,
deems appropriate, including, but not limited to, achievement of performance
goals based on one or more Business Criteria.


 


(d)                                 Effect
of Termination of Employment (or Provision of Services).  Except as may otherwise be provided in the
applicable Agreement, and subject to the Committee’s authority under to
Section 4 hereof, shares of Phantom Stock that have not vested, together
with any dividends credited on such shares, shall be forfeited upon the
Participant’s termination of employment (or upon cessation of such
Participant’s services to the Company) for any reason.


 


11.                                 Stock
Bonuses.


 


In the event that the Committee grants a Stock Bonus, a certificate for
the shares of Company Stock constituting such Stock Bonus shall be issued in
the name of the Participant to whom such grant was made and delivered to such
Participant as soon as practicable after the date on which such Stock Bonus is
payable.


 


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12.                                 Other
Awards.


 


Other forms of Awards (“Other Awards”) valued
in whole or in part by reference to, or otherwise based on, Company Stock may
be granted either alone or in addition to 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 Other Awards shall be granted, the
number of shares of Company Stock to be granted pursuant to such Other Awards,
or the conditions to the vesting and/or payment of such Other Awards (which may
include, but not be limited to, achievement of performance goals based on one
or more Business Criteria) and all other terms and conditions of such Other
Awards.


 


13.                                 Special
Provisions Regarding Certain Awards.


 


The Committee may make Awards hereunder to
Covered Employees (or to individuals whom the Committee believes may become
Covered Employees) that are intended to qualify as performance-based
compensation under Section 162(m) of the Code.  The exercisability and/or payment of such Awards may be subject
to the achievement of performance goals based upon one or more Business
Criteria and to certification of such achievement in writing by the
Committee.  Such performance goals shall
be established in writing by the Committee not later than the time period
prescribed under Section 162(m) and the regulations thereunder.  All provisions of such Awards which are
intended to qualify as performance-based compensation shall be construed in a
manner to so comply.


 


14.                                 Rights
as a Stockholder.


 


No person shall have any rights as a stockholder with respect to any
shares of Company Stock covered by or relating to any Award until the date of
issuance of a stock certificate with respect to such shares.  Except for adjustments provided in
Section 3(c), no adjustment to any Award shall be made for dividends or
other rights for which the record date occurs prior to the date such stock
certificate is issued.


 


15.                                 No
Employment Rights; No Right to Award.


 


Nothing contained in the Plan or any Agreement shall confer upon any
Participant any right with respect to the continuation of employment by or
provision of services to the Company or interfere in any way with the right of
the Company, subject to the terms of any separate agreement to the contrary, at
any time to terminate such employment or service or to increase or decrease the
compensation of the Participant.  No
person shall have any claim or right to receive an Award hereunder.  The Committee’s granting of an Award to a
Participant at any time shall neither require the Committee to grant any other
Award to such Participant or other person at any time nor preclude the
Committee from making subsequent grants to such Participant or any other
person.


 


16.                                 Securities
Matters.


 


(a)                                  Notwithstanding
anything herein to the contrary, the Company shall not be obligated to cause to
be issued or delivered any certificates evidencing


 


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shares of Company Stock
pursuant to the Plan unless and until the Company is advised by its counsel
that the issuance and delivery of such certificates is in compliance with all
applicable laws, regulations of governmental authority and the requirements of
any securities exchange on which shares of Company Stock are traded.  The Committee may require, as a condition of
the issuance and delivery of certificates evidencing shares of Company Stock
pursuant to the terms hereof, that the recipient of such shares make such
agreements and representations, and that such certificates bear such legends,
as the Committee, in its sole discretion, deems necessary or advisable.


 


(b)                                 The
transfer of any shares of Company Stock hereunder shall be effective only at
such time as counsel to the Company shall have determined that the issuance and
delivery of such shares is in compliance with all applicable laws, regulations
of governmental authority and the requirements of any securities exchange on
which shares of Company Stock are traded. 
The Committee may, in its sole discretion, defer the effectiveness of
any transfer of shares of Company Stock hereunder in order to allow the
issuance of such shares to be made pursuant to registration or an exemption
from registration or other methods for compliance available under federal or
state securities laws.  The Committee
shall inform the Participant in writing of its decision to defer the effectiveness
of a transfer.  During the period of
such deferral in connection with the exercise of an Option, the Participant
may, by written notice, withdraw such exercise and obtain the refund of any
amount paid with respect thereto.


 


17.                                 Withholding
Taxes.


 


Whenever cash is to be paid pursuant to an Award, the Company shall
have the right to deduct therefrom an amount sufficient to satisfy any federal,
state and local withholding tax requirements related thereto.  Whenever shares of Company Stock are to be
delivered pursuant to an Award, the Company shall have the right to require the
Participant to remit to the Company in cash an amount sufficient to satisfy any
federal, state and local withholding tax requirements related thereto.  With the approval of the Committee, a
Participant may satisfy the foregoing requirement by electing to have the
Company withhold from delivery shares of Company Stock having a value equal to
the minimum amount of tax required to be withheld.  Such shares shall be valued at their Fair Market Value on the
date of which the amount of tax to be withheld is determined.  Fractional share amounts shall be settled in
cash.  Such a withholding election may
be made with respect to all or any portion of the shares to be delivered
pursuant to an Award.


 


18.                                 Notification
of Election Under Section 83(b) of the Code.


 


If any Participant shall, in connection with the acquisition of shares
of Company Stock under the Plan, make the election permitted under
Section 83(b) of the Code, such


 


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Participant shall notify the Company of such election within 10 days of
filing notice of the election with the Internal Revenue Service.


 


19.                                 Notification
Upon Disqualifying Disposition Under Section 421(b) of the Code.


 


Each Agreement with respect to an Incentive Stock Option shall require
the Participant to notify the Company of any disposition of shares of Company
Stock issued pursuant to the exercise of such Option under the circumstances
described in Section 421(b) of the Code (relating to certain disqualifying
dispositions), within 10 days of such disposition.


 


20.                                 Amendment
or Termination of the Plan.


 


The Board of Directors may, at any time, suspend or terminate the Plan
or revise or amend it in any respect whatsoever; provided, however, that
stockholder approval shall be required for any such amendment if and to the
extent such approval is required in order to comply with applicable law
(including, but not limited to, the incentive stock options regulations and any
amendments thereto), or stock exchange or automated quotation system listing
requirement.   Nothing herein shall
restrict the Committee’s ability to exercise its discretionary authority
pursuant to Sections 3 and 4, which discretion may be exercised without
amendment to the Plan.  No action
hereunder may, without the consent of a Participant, reduce the Participant’s
rights under any outstanding Award.


 


21.                                 Transfers
Upon Death.


 


Upon the death of a Participant, outstanding Awards granted to such
Participant may be exercised only by the executor or administrator of the
Participant’s estate or by a person who shall have acquired the right to such
exercise by will or by the laws of descent and distribution.  No transfer of an Award by will or the laws
of descent and distribution shall be effective to bind the Company unless the
Committee shall have been furnished with (a) written notice thereof and with a
copy of the will and/or such evidence as the Committee may deem necessary to
establish the validity of the transfer and (b) an agreement by the transferee
to comply with all the terms and conditions of the Award that are or would have
been applicable to the Participant and to be bound by the acknowledgments made
by the Participant in connection with the grant of the Award.


 


22.                                 Expenses
and Receipts.


 


The expenses of the Plan shall be paid by the Company.  Any proceeds received by the Company in
connection with any Award may be used for general corporate purposes.


 


23.                                 Effective
Date and Term of Plan.


 


The Plan shall be subject to the requisite approval of the stockholders
of the Company.  In the absence of such
approval, any Awards shall be null and void. 
Unless earlier terminated by the Board of Directors, the right to grant
Awards under the Plan shall


 


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terminate on the tenth anniversary of the Effective Date.  Awards outstanding at Plan termination shall
remain in effect according to their terms and the provisions of the Plan.


 


24.                                 Applicable
Law.


 


Except to the extent preempted by any applicable federal law, the Plan
shall be construed and administered in accordance with the laws of the State of
Delaware without reference to its principles of conflicts of law.


 


25.                                 Participant
Rights.


 


No Participant shall have any claim to be granted any award under the
Plan, and there is no obligation for uniformity of treatment for Participants.


 


26.                                 Unfunded
Status of Awards.


 


The Plan is intended to constitute an “unfunded” plan for incentive and
deferred compensation.  With respect to
any payments not yet made to a Participant pursuant to an Award, nothing
contained in the Plan or any Agreement shall give any such Participant any
rights that are greater than those of a general creditor of the Company.


 


27.                                 No
Fractional Shares.


 


No fractional shares of Company Stock shall be issued or delivered
pursuant to the Plan.  The Committee
shall determine whether cash, other Awards, or other property shall be issued
or paid in lieu of such fractional shares or whether such fractional shares or
any rights thereto shall be forfeited or otherwise eliminated.


 


28.                                 Beneficiary.


 


A Participant may file with the Committee a written designation of a
beneficiary on such form as may be prescribed by the Committee and may, from
time to time, amend or revoke such designation.  If no designated beneficiary survives the Participant, the
executor or administrator of the Participant’s estate shall be deemed to be the
Participant’s beneficiary.


 


29.                                 Severability.


 


If any provision of the Plan is held to be invalid or unenforceable,
the other provisions of the Plan shall not be affected but shall be applied as
if the invalid or unenforceable provision had not been included in the Plan.


 


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