Exhibit 10.1


 


HORMEL FOODS CORPORATION

2009 LONG-TERM INCENTIVE PLAN


 


Section 1.  Purpose.


 


The purpose of the Plan is to promote the interests of
the Company and its stockholders by aiding the Company in attracting and
retaining employees, officers, and nonemployee directors capable of assuring
the future success of the Company, to offer such persons incentives to put
forth maximum efforts for the success of the Company’s business and to afford
such persons an opportunity to acquire a proprietary interest in the Company by
rewarding them for making major contributions to the success of the Company.


 


Section 2.  Definitions.


 


As used in the Plan, the following terms shall have
the meanings set forth below:


 


(a)                                  “Affiliate”
shall mean (i) any entity that, directly or indirectly through one or more
intermediaries, is controlled by the Company and (ii) any entity in which
the Company has a significant equity interest, in each case as determined by
the Committee.


 


(b)                                 “Award”
shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit, Performance Award, Other Stock Grant or Other Stock-Based Award
granted under the Plan.


 


(c)                                  “Award
Agreement” shall mean any written agreement, contract or other instrument or
document evidencing any Award granted under the Plan.  An Award Agreement may be in an electronic
medium and need not be signed by a representative of the Company or the
Participant.  Each Award Agreement shall
be subject to the applicable terms and conditions of the Plan and any other
terms and conditions (not inconsistent with the Plan) determined by the
Committee.


 


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


 


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


 


(f)                                    “Committee”
shall mean a committee of Directors designated by the Board to administer the
Plan.  In the absence of any other
designation, the Committee shall mean the Compensation Committee of the Board.  The Committee shall be comprised of not less
than such number of Directors as shall be required to permit Awards granted
under the Plan to qualify under Rule 16b-3, and each member of the
Committee shall be a “Nonemployee Director” within the meaning of Rule 16b-3
and an “outside director” within the meaning of Section 162(m) of the
Code.  The Company expects to have the
Plan administered in accordance with the requirements for the award of “qualified
performance-based compensation” within the meaning of Section 162(m) of
the Code.


 


(g)                                 “Company”
shall mean Hormel Foods Corporation, a Delaware corporation, and any successor
corporation.


 


(h)                                 “Director”
shall mean a member of the Board.


 


(i)                                     “Eligible
Person” shall mean any employee, officer, consultant, independent contractor or
Director providing services to the Company or any Affiliate whom the Committee
determines to be an Eligible Person based on the Committee’s judgment as to
that person’s ability to have a significant effect on the success of the
Company.


 


(j)                                     “Fair
Market Value” shall mean, with respect to any property (including, without
limitation, any Shares or other securities), the fair market value of such
property determined by such methods or procedures as shall be established from
time to time by the Committee.  Notwithstanding
the foregoing, unless otherwise determined by the Committee, the Fair Market
Value of Shares on a given date for purposes of the Plan shall be the closing
sale price of the Shares on the New York Stock Exchange as reported in the
consolidated transaction reporting system on such date or, if such Exchange is
not open for trading on such date, on the most recent preceding date when such
Exchange is open for trading.


 


(k)                                  “Incentive
Stock Option” shall mean an option granted under Section 6(a) of the
Plan that is intended to meet the requirements of Section 422 of the Code
or any successor provision.


 


1

















 


(l)                                     “Nonqualified
Stock Option” shall mean an option granted under Section 6(a) of the
Plan that is not intended to be an Incentive Stock Option.


 


(m)                               “Option”
shall mean an Incentive Stock Option or a Nonqualified Stock Option.


 


(n)                                 “Other
Stock Grant” shall mean any right granted under Section 6(e) of the
Plan.


 


(o)                                 “Other
Stock-Based Award” shall mean any right granted under Section 6(f) of
the Plan.


 


(p)                                 “Participant”
shall mean an Eligible Person designated to be granted an Award under the Plan.


 


(q)                                 “Performance
Award” shall mean any right granted under Section 6(d) of the Plan.


 


(r)                                    “Performance
Goal” shall mean one or more of the following performance goals, either
individually, alternatively or in any combination, applied on a corporate,
subsidiary, division, business unit or line of business basis:  sales, revenue, costs, expenses, earnings (including
one or more of net profit after tax, gross profit, operating profit, earnings
before interest and taxes, earnings before interest, taxes, depreciation and
amortization and net earnings), earnings per share, earnings per share from
continuing operations, operating income, pre-tax income, operating income
margin, net income, margins (including one or more of gross, operating and net
income margins), returns (including one or more of return on actual or proforma
assets, net assets, equity, investment, capital and net capital employed),
stockholder return (including total stockholder return relative to an index or
peer group), stock price, economic value added, cash generation, cash flow,
unit volume, working capital, market share, cost reductions and strategic plan
development and implementation.  Such
goals may reflect absolute entity or business unit performance or a relative
comparison to the performance of a peer group of entities or other external
measure of the selected performance criteria. 
Pursuant to rules and conditions adopted by the Committee on or
before the 90th day of the applicable performance period for which Performance
Goals are established, the Committee may appropriately adjust any evaluation of
performance under such goals to exclude the effect of certain events, including
any of the following events:  asset
write-downs; litigation or claim judgments or settlements; changes in tax law,
accounting principles or other such laws or provisions affecting reported
results; severance, contract termination and other costs related to exiting
certain business activities; acquisitions; and gains or losses from the
disposition of businesses or assets or from the early extinguishment of debt.


 


(s)                                  “Person”
shall mean any individual or entity, including a corporation, partnership,
limited liability company, association, joint venture or trust.


 


(t)                                    “Plan”
shall mean the Hormel Foods Corporation 2009 Long-Term Incentive Plan, as
amended from time to time, the provisions of which are set forth herein.


 


(u)                                 “Restricted
Stock” shall mean any Shares granted under Section 6(c) of the Plan.


 


(v)                                 “Restricted
Stock Unit” shall mean any unit granted under Section 6(c) of the
Plan evidencing the right to receive a Share (or a cash payment equal to the
Fair Market Value of a Share) at some future date.


 


(w)                               “Rule 16b-3”
shall mean Rule 16b-3 promulgated by the Securities and Exchange
Commission under the Securities Exchange Act of 1934, as amended, or any
successor rule or regulation.


 


(x)                                   “Shares”
shall mean shares of Common Stock, $.0586 par value per share, of the Company
or such other securities or property as may become subject to Awards pursuant
to an adjustment made under Section 4(c) of the Plan.


 


(y)                                 “Stock
Appreciation Right” shall mean any right granted under Section 6(b) of
the Plan.


 


Section 3.  Administration.


 


(a)                                  Power
and Authority of the Committee.  The
Plan shall be administered by the Committee. 
Subject to the express provisions of the Plan and to applicable law, the
Committee shall have full power and authority to:  (i) designate Participants; (ii) determine
the type or types of Awards to be granted to each Participant under the Plan; (iii) determine
the number of Shares to be covered by (or with respect to which payments,
rights or other matters are to be calculated in connection with) each Award; (iv) determine
the terms and conditions of any Award or Award Agreement; (v) amend the
terms and conditions of any Award or Award Agreement, provided, however,
that, except as otherwise provided in Section 4(c) hereof, the
Committee shall not reprice, adjust or amend the exercise price of Options or
the grant price of Stock Appreciation Rights previously awarded to any
Participant, whether through amendment, cancellation and replacement grant, or
any other means; (vi) accelerate the 


 


2

















 


exercisability of any
Award or the lapse of restrictions relating to any Awards; (vii) determine
whether, to what extent and under what circumstances Awards may be exercised in
cash, Shares, other securities, other Awards or other property, or canceled,
forfeited or suspended; (viii) determine whether, to what extent and under
what circumstances cash, Shares, other securities, other Awards, other property
and other amounts payable with respect to an Award under the Plan shall be
deferred either automatically or at the election of the holder thereof or the
Committee; (ix) interpret and administer the Plan and any instrument or
agreement, including an Award Agreement, relating to the Plan; (x) establish,
amend, suspend or waive such rules and regulations and appoint such agents
as it shall deem appropriate for the proper administration of the Plan; and
(xi) make any other determination and take any other action that the Committee
deems necessary or desirable for the administration of the Plan.  Unless otherwise expressly provided in the
Plan, all designations, determinations, interpretations and other decisions
under or with respect to the Plan or any Award shall be within the sole
discretion of the Committee, may be made at any time and shall be final,
conclusive and binding upon any Participant, any holder or beneficiary of any
Award and any employee of the Company or any Affiliate.


 


(b)                                 Delegation.  The Committee may delegate its powers and
duties under the Plan to one or more Directors (including a Director who is
also an officer of the Company) or a committee of Directors, subject to such
terms, conditions and limitations as the Committee may establish in its sole
discretion; provided, however, that the Committee shall not
delegate its powers and duties under the Plan (i) with regard to officers
or directors of the Company or any Affiliate who are subject to Section 16
of the Securities Exchange Act of 1934, as amended, or (ii) in such a
manner as would cause the Plan not to comply with the requirements of Section 162(m) of
the Code.


 


(c)                                  Power
and Authority of the Board of Directors. 
Notwithstanding anything to the contrary contained herein, the Board
may, at any time and from time to time, without any further action of the
Committee, exercise the powers and duties of the Committee under the Plan,
unless the exercise of such powers and duties by the Board would cause the Plan
not to comply with the requirements of Section 162(m) of the Code.


 


Section 4.  Shares Available for Awards.


 


(a)                                  Shares
Available.  Subject to adjustment as
provided in Section 4(c) of the Plan, the aggregate number of Shares
that may be issued under all Awards under the Plan shall be 19,000,000 on a net
basis as provided in this Section 4(a). 
Shares to be issued under the Plan may be either authorized but unissued
Shares or Shares acquired in the open market or otherwise.  Any Shares that are used by a Participant as
full or partial payment to the Company of the purchase price relating to an
Award, or in connection with the satisfaction of tax obligations relating to an
Award (whether tendered by the Participant or withheld from the Award), shall
be available for granting Awards (other than Incentive Stock Options) under the
Plan without reducing the aggregate number of Shares that may be issued for all
Awards under the Plan.  In addition, if
any Shares covered by an Award or to which an Award relates are not purchased
or are forfeited, or if an Award otherwise terminates without delivery of any
Shares, then the number of Shares counted against the aggregate number of
Shares available under the Plan with respect to such Award, to the extent of
any such forfeiture or termination, shall again be available for granting
Awards under the Plan.  Notwithstanding
the foregoing, the number of Shares available for granting Incentive Stock
Options under the Plan shall not exceed 19,000,000 on a gross basis, subject to
adjustment as provided in the Plan and subject to the provisions of Section 422
or 424 of the Code or any successor provision, so that shares used as payment
of the purchase price or in connection with the satisfaction of tax obligations
relating to an Award which would not otherwise reduce the shares available for
issuance under the Plan will not be available for Incentive Stock Options.


 


(b)                                 Accounting
for Awards.  For purposes of this Section 4,
if an Award entitles the holder thereof to receive or purchase Shares, the
number of Shares covered by such Award or to which such Award relates shall be
counted on the date of grant of such Award against the aggregate number of
Shares available for granting Awards under the Plan.  Awards that do not entitle the holder thereof
to receive or purchase Shares and Awards that are settled in cash shall not be
counted against the aggregate number of Shares available for Awards under the
Plan.


 


(c)                                  Adjustments.  In the event that any dividend or other
distribution (whether in the form of cash, Shares, other securities or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase or exchange
of Shares or other securities of the Company, issuance of warrants or other
rights to purchase Shares or other securities of the Company or other similar
corporate transaction or event affects the Shares such that an adjustment is
necessary in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan, then the
Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the
number and type of Shares (or other 


 


3

















 


securities or other
property) that thereafter may be made the subject of Awards, (ii) the
number and type of Shares (or other securities or other property) subject to
outstanding Awards and (iii) the purchase or exercise price with respect
to any Award; provided, however, that the number of Shares covered
by any Award or to which such Award relates shall always be a whole number.


 


(d)                                 Award
Limitations Under the Plan.  The
following annual limitations specifically apply to the grant of any Award or
Awards representing “qualified performance-based compensation” within the
meaning of Section 162(m) of the Code.  No Eligible Person may be granted Options,
Stock Appreciation Rights or any other Award or Awards under the Plan, the
value of which Award or Awards is based solely on an increase in the value of the
Shares after the date of grant of such Award or Awards, for more than 900,000
Shares (subject to adjustment as provided for in Section 4(c) of the
Plan), in the aggregate in any calendar year. 
With respect to Restricted Stock, Restricted Stock Units, Performance
Awards and/or Other Stock-Based Awards that are denominated in Shares, no
Eligible Person may be granted any Awards for more than 200,000 Shares in the
aggregate in any calendar year.  In
addition to the foregoing, the maximum dollar value that may be paid to any
Eligible Person in any calendar year with respect to Awards that are
denominated in cash shall not exceed the Fair Market Value of 300,000 Shares,
determined at the end of the applicable performance period.


 


Section 5.  Eligibility.


 


Any Eligible Person shall be eligible to be designated
a Participant.  In determining which
Eligible Persons shall receive an Award and the terms of any Award, the
Committee may take into account the nature of the services rendered by the
respective Eligible Persons, their present and potential contributions to the
success of the Company or such other factors as the Committee, in its
discretion, shall deem relevant. 
Notwithstanding the foregoing, an Incentive Stock Option may only be
granted to full or part-time employees (which term as used herein includes,
without limitation, officers and Directors who are also employees), and an
Incentive Stock Option shall not be granted to an employee of an Affiliate
unless such Affiliate is also a “subsidiary corporation” of the Company within
the meaning of Section 424(f) of the Code or any successor provision.


 


Section 6.  Awards.


 


(a)                                  Options.  The Committee is hereby authorized to grant
Options to Participants with the following terms and conditions and with such
additional terms and conditions not inconsistent with the provisions of the
Plan as the Committee shall determine:


 


(i)                                     Exercise
Price.  The purchase price per Share
purchasable under an Option shall be determined by the Committee; provided,
however, that such purchase price shall not be less than 100% of the
Fair Market Value of a Share on the date of grant of such Option.


 


(ii)                                  Option
Term.  The term of each Option shall
be fixed by the Committee but shall not be longer than ten years from the date
of grant.


 


(iii)                               Time
and Method of Exercise.  The
Committee shall determine the time or times at which an Option may be exercised
in whole or in part and the method or methods by which, and the form or forms
(including, without limitation, cash, Shares, other securities, other Awards or
other property, or any combination thereof, having a Fair Market Value on the
exercise date equal to the relevant exercise price) in which, payment of the
exercise price with respect thereto may be made or deemed to have been made.


 


(b)                                 Stock
Appreciation Rights.  The Committee
is hereby authorized to grant Stock Appreciation Rights to Participants subject
to the terms of the Plan and any applicable Award Agreement.  A Stock Appreciation Right granted under the
Plan shall confer on the holder thereof a right to receive upon exercise
thereof the excess of (i) the Fair Market Value of one Share on the date
of exercise (or, if the Committee shall so determine, at any time during a
specified period before or after the date of exercise) over (ii) the grant
price of the Stock Appreciation Right as specified by the Committee, which
price shall not be less than 100% of the Fair Market Value of one Share on the
date of grant of the Stock Appreciation Right. 
Subject to the terms of the Plan and any applicable Award Agreement, the
grant price, term, methods of exercise, dates of exercise, methods of
settlement and any other terms and conditions of any Stock Appreciation Right
shall be as determined by the Committee. 
The Committee may impose such conditions or restrictions on the exercise
of any Stock Appreciation Right as it may deem appropriate.


 


(c)                                  Restricted
Stock and Restricted Stock Units. 
The Committee is hereby authorized to grant Restricted Stock and
Restricted Stock Units to Participants with the following terms and conditions
and with such additional terms and conditions not inconsistent with the
provisions of the Plan as the Committee shall determine:


 


4

















 


(i)                                     Restrictions.  Shares of Restricted Stock and Restricted
Stock Units shall be subject to such restrictions as the Committee may impose
(including, without limitation, any limitation on the right to vote a Share of
Restricted Stock or the right to receive any dividend or other right or
property with respect thereto), which restrictions may lapse separately or in
combination at such time or times, in such installments or otherwise as the
Committee may deem appropriate.


 


(ii)                                  Issuance
and Delivery of Shares.  Any
Restricted Stock granted under the Plan shall be issued at the time such Awards
are granted and may be evidenced in such manner as the Committee may deem
appropriate, including book-entry registration or issuance of a stock
certificate or certificates, which certificate or certificates shall be held by
the Company.  Such certificate or
certificates shall be registered in the name of the Participant and shall bear
an appropriate legend referring to the restrictions applicable to such
Restricted Stock.  Shares representing
Restricted Stock that is no longer subject to restrictions shall be delivered
to the Participant promptly after the applicable restrictions lapse or are
waived.  In the case of Restricted Stock
Units, no Shares shall be issued at the time such Awards are granted.  Upon the lapse or waiver of restrictions and
the restricted period relating to Restricted Stock Units evidencing the right
to receive Shares, such Shares shall be issued and delivered to the holder of
the Restricted Stock Units.


 


(iii)                               Forfeiture.  Except as otherwise determined by the
Committee, upon a Participant’s termination of employment or resignation or
removal as a Director (in either case, as determined under criteria established
by the Committee) during the applicable restriction period, all Shares of
Restricted Stock and all Restricted Stock Units held by the Participant at such
time shall be forfeited and reacquired by the Company; provided, however, that
the Committee may, when it finds that a waiver would be in the best interest of
the Company, waive in whole or in part any or all remaining restrictions with
respect to Shares of Restricted Stock or Restricted Stock Units.


 


(d)                                 Performance
Awards.  The Committee is hereby
authorized to grant to Eligible Persons Performance Awards which are intended
to be “qualified performance-based compensation” within the meaning of Section 162(m) of
the Code. A Performance Award granted under the Plan may be payable in cash or
in Shares (including, without limitation, Restricted Stock). Performance Awards
shall, to the extent required by Section 162(m) of the Code, be
conditioned solely on the achievement of one or more objective Performance
Goals.  The Committee shall, not later
than 90 days after the beginning of each performance period, (i) designate
all Participants for such performance period, and (ii) establish the
objective performance factors for each Participant for that performance period
on the basis of one or more of the Performance Goals.  Subject to the terms of the Plan and any
applicable Award Agreement, the Performance Goals to be achieved during any
performance period, the length of any performance period, the amount of any
Performance Award granted, the amount of any payment or transfer to be made
pursuant to any Performance Award and any other terms and conditions of any
Performance Award shall be determined by the Committee. The Committee shall
also certify in writing that such Performance Goals have been met prior to
payment of the Performance Awards to the extent required by Section 162(m) of
the Code.  The Committee may, in its
discretion, reduce the amount of a payout otherwise to be made in connection
with a Performance Award, but may not exercise discretion to increase such
amount.


 


(e)                                  Other
Stock Grants.  The Committee is
hereby authorized, subject to the terms of the Plan and any applicable Award
Agreement, to grant to Participants Shares without restrictions thereon as are
deemed by the Committee to be consistent with the purpose of the Plan.


 


(f)                                    Other
Stock-Based Awards.  The Committee is
hereby authorized to grant to Participants subject to the terms of the Plan and
any applicable Award Agreement, such other Awards that are denominated or
payable in, valued in whole or in part by reference to, or otherwise based on
or related to, Shares (including, without limitation, securities convertible
into Shares), as are deemed by the Committee to be consistent with the purpose
of the Plan. Shares or other securities delivered pursuant to a purchase right
granted under this Section 6(f) shall be purchased for such
consideration, which may be paid by such method or methods and in such form or
forms (including, without limitation, cash, Shares, other securities, other
Awards or other property or any combination thereof), as the Committee shall
determine, the value of which consideration, as established by the Committee,
shall not be less than 100% of the Fair Market Value of such Shares or other
securities as of the date such purchase right is granted.


 


5

















 


(g)                                 General.


 


(i)                                     Consideration
for Awards.  Awards may be granted
for no cash consideration or for any minimal cash or other consideration as may
be required by applicable law.


 


(ii)                                  Awards
May Be Granted Separately or Together. 
Awards may, in the discretion of the Committee, be granted either alone
or in addition to, in tandem with or in substitution for any other Award or any
award granted under any plan of the Company or any Affiliate other than the
Plan.  Awards granted in addition to or
in tandem with other Awards or in addition to or in tandem with awards granted
under any such other plan of the Company or any Affiliate may be granted either
at the same time as or at a different time from the grant of such other Awards
or awards.


 


(iii)                               Forms
of Payment under Awards.  Subject to
the terms of the Plan and of any applicable Award Agreement, payments or
transfers to be made by the Company or an Affiliate upon the grant, exercise or
payment of an Award may be made in such form or forms as the Committee shall
determine (including, without limitation, cash, Shares, other securities, other
Awards or other property or any combination thereof), and may be made in a
single payment or transfer, in installments or on a deferred basis, in each
case in accordance with rules and procedures established by the
Committee.  Such rules and
procedures may include, without limitation, provisions for the payment or
crediting of reasonable interest on installment or deferred payments or the
grant or crediting of dividend equivalents with respect to installment or
deferred payments.


 


(iv)                              Limits
on Transfer of Awards.  No Award
(other than Other Stock Grants) and no right under any such Award shall be
transferable by a Participant otherwise than by will or by the laws of descent
and distribution; provided, however, that, if so determined by
the Committee, a Participant may, in the manner established by the Committee,
transfer Options (other than Incentive Stock Options) or designate a
beneficiary or beneficiaries to exercise the rights of the Participant and
receive any property distributable with respect to any Award upon the death of
the Participant.  Each Award or right
under any Award shall be exercisable during the Participant’s lifetime only by
the Participant or, if permissible under applicable law, by the Participant’s
guardian or legal representative.  No
Award (other than Other Stock Grants) or right under any such Award may be
pledged, alienated, attached or otherwise encumbered, and any purported pledge,
alienation, attachment or encumbrance thereof shall be void and unenforceable
against the Company or any Affiliate.


 


(v)                                 Term
of Awards.  Except as specifically
provided in the Plan, the term of each Award shall be for such period as may be
determined by the Committee.


 


(vi)                              Restrictions;
Securities Exchange Listing.  All
Shares or other securities delivered under the Plan pursuant to any Award or
the exercise thereof shall be subject to such restrictions as the Committee may
deem advisable under the Plan, applicable federal or state securities laws and
regulatory requirements, and the Committee may cause appropriate entries to be
made or legends to be affixed to reflect such restrictions.  If any securities of the Company are traded
on a securities exchange, the Company shall not be required to deliver any
Shares or other securities covered by an Award unless and until such Shares or
other securities have been admitted for trading on such securities exchange.


 


(h)                                 Cancellation
and Rescission of Awards.


 


(i)                                     Competitive
Services.  A Participant shall not
render services for any organization or engage directly or indirectly in any
business which, in the judgment of the chief executive officer of the Company
or other senior officer designated by the Committee, is or becomes competitive
with the Company, or which organization or business, or the rendering of
services to such organization or business, is or becomes otherwise prejudicial
to or in conflict with the interests of the Company.


 


(ii)                                  Cancellation
and Rescission.  Failure to comply
with the provisions of paragraph (i) of this Section 6(h) shall
cause any Award(s) to be canceled. 
Failure to comply with the provisions of paragraph (i) of this Section 6(h) prior
to, or during the six months after, any exercise, payment or delivery pursuant
to an Award shall cause such exercise, payment or delivery to be
rescinded.  The Company shall notify the
Participant in writing of any such rescission within one year after such
exercise, payment or delivery.  Within
ten days after receiving such notice from the Company, the Participant shall
pay to the Company the amount of any gain realized or payment received as a
result of the rescinded exercise, payment or delivery pursuant to an Award.


 


6

















 


Section 7.  Amendment and Termination; Adjustments.


 


(a)                                  Amendments
to the Plan.  The Board may amend,
alter, suspend, discontinue or terminate the Plan at any time; provided,
however, that, notwithstanding any other provision of the Plan or any Award
Agreement, prior approval of the stockholders of the Company shall be required
for any amendment to the Plan that:


 


(i)            requires stockholder
approval under the rules or regulations of the Securities and Exchange
Commission, the New York Stock Exchange, or any other securities exchange that
are applicable to the Company;


 


(ii)           increases the number of
shares authorized under the Plan as specified in Section 4(a) of the
Plan;


 


(iii)          increases the number of
shares subject to the limitations contained in Section 4(d) of the
Plan;


 


(iv)          permits repricing of
Options or Stock Appreciation Rights which is prohibited by Section 3(a)(v) of
the Plan;


 


(v)           permits the award of
Options or Stock Appreciation Rights at a price less than 100% of the Fair
Market Value of a Share on the date of grant of such Option or Stock
Appreciation Right, contrary to the provisions of Sections 6(a)(i) and 6(b) of
the Plan;


 


(vi)          would cause Section 162(m) of
the Code to become unavailable with respect to the Plan; and


 


(vii)         would cause the Company
to be unable, under the Code, to grant Incentive Stock Options under the Plan.


 


(b)                                 Amendments
to Awards.  The Committee may waive
any conditions of or rights of the Company under any outstanding Award,
prospectively or retroactively.  Except
as otherwise provided herein or in the Award Agreement, the Committee may not
amend, alter, suspend, discontinue or terminate any outstanding Award,
prospectively or retroactively, if such action would adversely affect the
rights of the holder of such Award, without the consent of the Participant or
holder or beneficiary thereof.


 


(c)                                  Correction
of Defects, Omissions and Inconsistencies. 
The Committee may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or any Award in the manner and to the extent it
shall deem desirable to carry the Plan into effect.


 


(d)                                 Compliance
with Section 409A of the Code. 
This Plan is intended to comply and shall be administered in a manner
that is intended to comply with Section 409A of the Code and shall be
construed and interpreted in accordance with such intent.  To the extent that an Award or the payment,
settlement or deferral thereof is subject to Section 409A of the Code, the
Award shall be granted, paid, settled or deferred in a manner that will comply
with Section 409A of the Code, including regulations or other guidance
issued with respect thereto, except as otherwise determined by the
Committee.  Any provision of this Plan
that would cause the grant of an Award or the payment, settlement or deferral
thereof to fail to satisfy Section 409A of the Code shall be amended to
comply with Section 409A of the Code on a timely basis, which may be made
on a retroactive basis, in accordance with regulations and other guidance
issued under Section 409A of the Code.


 


Section 8.  Income Tax Withholding.


 


In order to comply with all applicable federal, state,
local or foreign income tax laws or regulations, the Company may take such
action as it deems appropriate to ensure that all applicable federal, state,
local or foreign payroll, withholding, income or other taxes, which are the
sole and absolute responsibility of a Participant, are withheld or collected
from such Participant.  In order to
assist a Participant in paying all or a portion of the applicable taxes to be
withheld or collected upon exercise or receipt of (or the lapse of restrictions
relating to) an Award, the Committee, in its discretion and subject to such
additional terms and conditions as it may adopt, may permit the Participant to
satisfy such tax obligation by (i) electing to have the Company withhold a
portion of the Shares otherwise to be delivered upon exercise or receipt of (or
the lapse of restrictions relating to) such Award with a Fair Market Value
equal to the amount of such taxes or (ii) delivering to the Company Shares
other than Shares issuable upon exercise or receipt of (or the lapse of
restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes.  The election, if
any, must be made on or before the date that the amount of tax to be withheld
is determined.


 


7

















 


Section 9.  General Provisions.


 


(a)                                  No
Rights to Awards.  No Eligible
Person, Participant or other Person shall have any claim to be granted any
Award under the Plan, and there is no obligation for uniformity of treatment of
Eligible Persons, Participants or holders or beneficiaries of Awards under the
Plan.  The terms and conditions of Awards
need not be the same with respect to any Participant or with respect to
different Participants.


 


(b)                                 Award
Agreements.  No Participant shall
have rights under an Award granted to such Participant unless and until an
Award Agreement shall have been duly executed on behalf of the Company and, if
requested by the Company, signed by the Participant, or until such Award
Agreement is delivered and accepted through any electronic medium in accordance
with procedures established by the Company.


 


(c)                                  No
Limit on Other Compensation Arrangements. 
Nothing contained in the Plan shall prevent the Company or any Affiliate
from adopting or continuing in effect other or additional compensation
arrangements, and such arrangements may be either generally applicable or
applicable only in specific cases.


 


(d)                                 No
Right to Employment or Directorship. 
The grant of an Award shall not be construed as giving a Participant the
right to be retained as an employee of the Company or any Affiliate, or a
Director to be retained as a Director, nor will it affect in any way the right
of the Company or an Affiliate to terminate a Participant’s employment at any
time, with or without cause.  In
addition, the Company or an Affiliate may at any time dismiss a Participant
from employment free from any liability or any claim under the Plan or any
Award, unless otherwise expressly provided in the Plan or in any Award
Agreement.


 


(e)                                  Governing
Law.  The validity, construction and
effect of the Plan or any Award, and any rules and regulations relating to
the Plan or any Award, shall be determined in accordance with the laws of the
State of Delaware.


 


(f)                                    Severability.  If any provision of the Plan or any Award is
or becomes or is deemed to be invalid, illegal or unenforceable in any
jurisdiction or would disqualify the Plan or any Award under any law deemed
applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or
deemed amended without, in the determination of the Committee, materially
altering the purpose or intent of the Plan or the Award, such provision shall
be stricken as to such jurisdiction or Award, and the remainder of the Plan or
any such Award shall remain in full force and effect.


 


(g)                                 No
Trust or Fund Created.  Neither the
Plan nor any Award shall create or be construed to create a trust or separate
fund of any kind or a fiduciary relationship between the Company or any
Affiliate and a Participant or any other Person.  To the extent that any Person acquires a
right to receive payments from the Company or any Affiliate pursuant to an
Award, such right shall be no greater than the right of any unsecured general
creditor of the Company or any Affiliate.


 


(h)                                 No
Fractional Shares.  No fractional
Shares shall be issued or delivered pursuant to the Plan or any Award, and the
Committee shall determine whether cash shall be paid in lieu of any fractional
Shares or whether such fractional Shares or any rights thereto shall be
canceled, terminated or otherwise eliminated.


 


(i)                                     Headings.  Headings are given to the Sections and
subsections of the Plan solely as a convenience to facilitate reference.  Such headings shall not be deemed in any way
material or relevant to the construction or interpretation of the Plan or any provision
thereof.


 


Section 10.  Effective Date of the Plan.


 


The Plan shall be effective as of November 24,
2008, subject to approval by the stockholders of the Company within six months
thereafter.  Any Performance Award shall
be null and void and have no effect whatsoever unless the Plan shall have been
approved by the stockholders of the Company.


 


Section 11.  Term of the Plan.


 


No Award shall be granted under the Plan after November 23,
2018 or any earlier date of discontinuation or termination established pursuant
to Section 7(a) of the Plan. 
However, unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award theretofore granted may extend beyond
such date.  No Performance Award shall be
granted more than five years after the date the stockholders of the Company
approve the Plan unless the stockholders have re-approved the Plan to the
extent required by Section 162(m) of the Code.


 


8