exhibit10vinccompplan.htm


    
      

    

    
      

    

     

    Exhibit
10.5


    ARCHER-DANIELS-MIDLAND
COMPANY

    AMENDED
AND RESTATED 2002 INCENTIVE COMPENSATION PLAN

    


    Article 1.  Establishment,
Objectives, and Duration

    


    1.1.           Establishment of the
Plan.  Archer-Daniels-Midland Company, a Delaware corporation
(hereinafter referred to as the “Company”), hereby establishes an incentive
compensation plan to be known as the “Archer-Daniels-Midland Company 2002
Incentive Compensation Plan” (hereinafter referred to as the “Plan”), as set
forth in this document.  The Plan permits the grant of Nonqualified
Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted
Stock, Performance Shares, Performance Units, and Cash-Based
Awards.   The Plan became effective as of December 1, 2002
(the “Effective Date”), and was amended and restated as of December 31,
2008.  The Plan shall remain in effect as provided in Section 1.3
hereof.

    


    1.2.           Objectives of the
Plan.  The objectives of the Plan are to optimize the
profitability and growth of the Company through annual and long-term incentives
which are consistent with the Company’s goals and which link the personal
interests of Participants to those of the Company’s Stockholders; to provide
Participants with an incentive for excellence in individual performance; and to
promote teamwork among Participants.  The Plan is further intended to
provide flexibility to the Company in its ability to motivate, attract, and
retain the services of Participants who make significant contributions to the
Company’s success and to allow Participants to share in the success of the
Company.

    


    1.3.           Duration of the
Plan.  The Plan shall commence on the Effective Date, as
described in Section 1.1 hereof, and shall remain in effect, subject to the
right of the Board of Directors to amend or terminate the Plan at any time
pursuant to Article 15 hereof, until all Shares subject to it shall have
been distributed according to the Plan’s provisions.  However, in no
event may an ISO be granted under the Plan more than ten years after the
Effective Date.

    


    Article 2.  Definitions

    


    Whenever used in the Plan, the
following terms shall have the meanings set forth below, and when the meaning is
intended, the initial letter of the word shall be capitalized:

    


    2.1.           “Affiliate” means an
“affiliate” of the Company, within the meaning of such term under
Rule 12b-2 of the General Rules and Regulations of the Exchange
Act.

    


    2.2.           “Award” means,
individually or collectively, a grant under this Plan of Nonqualified Stock
Options, Incentive Stock Options, Stock Appreciation Rights, Restricted Stock,
Performance Shares, Performance Units, or a Cash-Based Award.

    


    2.3.           “Award Agreement”
means an agreement entered into by the Company and each Participant setting
forth the terms and provisions applicable to an Award granted under this
Plan.

    


    2.4.           “Beneficial Owner” or
“Beneficial
Ownership” shall have the meaning ascribed to such term in
Rule 13d-3 of the General Rules and Regulations under the Exchange
Act.

    


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

    


    2.6.           “Cash-Based Award”
means an Award granted to a Participant, as described in Article 9
herein.

    


    2.7           “Change of Control”
means either:

    


    
      	
               
      

            	
              (a)

            	
              A
      Person other than the Company or a Subsidiary of the Company acquires
      Beneficial Ownership, directly or indirectly, of thirty-percent (30%) or
      more of either (i) the then outstanding shares of Company common
      stock, or (ii) the combined voting power of the Company’s then
      outstanding securities entitled to vote generally in the election of
      directors (“Voting Securities”), provided that the following will not
      constitute a Change of Control under this
    subsection (a):

            


    

    


    
      	
               
      

            	
              (i)

            	
              Any
      acquisition directly from the Company (excluding any acquisition resulting
      from the exercise of a conversion or exchange privilege with respect to
      outstanding convertible or exchangeable securities unless such convertible
      or exchangeable securities were acquired directly from the
      Company);

            


    

    


    
      	
               
      

            	
              (ii)

            	
              Any
      acquisition by any employee benefit plan (or related trust) sponsored or
      maintained by the Company or one or more of its
    Subsidiaries;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              Any
      acquisition by any corporation with respect to which, immediately
      following such acquisition, more than 60% of, respectively, the then
      outstanding shares of common stock of such corporation and the combined
      voting power of the then outstanding voting securities of such corporation
      entitled to vote generally in the election of directors is then
      Beneficially Owned, directly or indirectly, by all or substantially all of
      the persons who were the Beneficial Owners, respectively, of the
      outstanding Company common stock and Voting Securities immediately prior
      to such acquisition in substantially the same proportions as their
      ownership, immediately prior to such acquisition, of the outstanding
      Company common stock and Voting Securities, as the case may
      be;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Approval
      by the stockholders of the Company of (i) the complete dissolution or
      liquidation of the Company, or (ii) the sale or other disposition of
      all or substantially all of the assets of the Company (in one or a series
      of transactions), other than to a corporation with respect to which,
      immediately following such sale or other disposition, more than 60% of,
      respectively, the then outstanding shares of common stock of such
      corporation and the combined voting power of the then outstanding voting
      securities of such corporation entitled to vote generally in the election
      of directors is then Beneficially Owned, directly or indirectly, by all or
      substantially all of the persons who were the Beneficial Owners,
      respectively, of the outstanding Company common stock and Voting
      Securities immediately prior to such sale or other disposition in
      substantially the same proportions as their ownership, immediately prior
      to such sale or other disposition, of the outstanding Company common stock
      and Voting Securities, as the case may
be;

            


    

    


    
      	
               
      

            	
              (c)

            	
              The
      consummation of a reorganization, merger or consolidation of the Company
      (other than a merger or consolidation with a subsidiary of the Company) or
      a statutory exchange of outstanding Voting Securities of the Company,
      unless immediately following such reorganization, merger, consolidation or
      exchange, all or substantially all of the persons who were the beneficial
      owners, respectively, of the outstanding Company common stock and Voting
      Securities immediately prior to such reorganization, merger, consolidation
      or exchange Beneficially Own, directly or indirectly, more than 60% of,
      respectively, the then outstanding shares of common stock and the combined
      voting power of the then outstanding voting securities entitled to vote
      generally in the election of directors, as the case may be, of the
      corporation resulting from such reorganization, merger, consolidation or
      exchange in substantially the same proportions as their ownership,
      immediately prior to such reorganization, merger, consolidation or
      exchange, of the outstanding Company common stock and Voting Securities,
      as the case may be;

            


    

    


    
      	
               
      

            	
              (d)

            	
              A
      majority of the members of the Board of Directors of the Company are not
      Continuing Directors, with the term “Continuing Directors” meaning
      (i) the members of the Board as of the Effective Date, and
      (ii) any individual who becomes a member of the Board after such date
      whose election, or nomination for election by the shareholders of the
      Company, was approved by the vote of at least two-thirds of the then
      Continuing Directors, but excluding any individual whose initial
      assumption of office as a director of the Company occurs as a result of an
      actual or threatened election contest with respect to the election or
      removal of directors or other actual or threatened solicitation of proxies
      or consents by or on behalf of any person other than the Board;
      or

            


    

    


    
      	
               
      

            	
              (e)

            	
              Adoption
      by the Board of a resolution to the effect that any Person has acquired
      effective control of the business and affairs of the
    Company;

            


    

    


    provided,
however, that for purposes of Awards hereunder that are subject to the
provisions of Code Section 409A, no Change of Control shall be deemed to have
occurred upon an event described in (a), (b), (c), (d) or (e) that would have
the effect of changing the time or form of payment of such Award, unless such
event would also constitute a “change in control” under Code Section 409A
(regarding change in the ownership or effective control of a corporation, or a
change in the ownership of a substantial portion of the assets of a corporation)
and related guidance thereunder.

    


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

    


    2.9.           “Committee” means the
Compensation Committee of the Board of Directors, which shall consist of two or
more directors all of whom shall satisfy the requirements for an “outside
director” under Code Section 162(m) and/or a “non-employee director” within
the meaning of Rule 16b-3 of the Exchange Act; provided, however, that as
to any Section 162(m) Award, if any member of the Compensation Committee
shall not satisfy such “outside director” requirements, “Committee” means a
subcommittee (of two or more persons) of the Compensation Committee consisting
of all members thereof who satisfy such “outside director”
requirement.  Notwithstanding the foregoing, for purposes of making
and administering all Option grants made by an officer or officers of the
Company pursuant to the delegation provided for in paragraph 6.1 below, the
Committee shall consist of the officer or officers to whom such delegation has
been made, acting together or individually, unless otherwise specified by the
Board of Directors.

    


    2.10.                      “Company” means
Archer-Daniels-Midland Company, a Delaware corporation, and any successor
thereto as provided in Article 18 herein.

    


    2.11.                      “Covered Employee”
means a Participant who, in the sole judgment of the Committee, may be treated
as a “covered employee” under Code Section 162(m) at the time income is
recognized by such Participant in connection with an Award that is intended to
qualify for the Performance-Based Exception.

    


    2.12.                      “Date of Grant” shall
mean the date on which an Award under the Plan is approved by the Committee or
such later effective date for such Award as the Committee may
specify.

    


    2.13.                      “Disability” shall
have the meaning set forth in the Award Agreement, or if no definition is
specified in the Award Agreement, it shall have the meaning ascribed to such
term in the Participant’s governing long-term disability plan; provided that, if
no such plan exists and no definition is specified in the Award Agreement, it
shall mean the inability of the Participant to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months.

    


    2.14.                      “Effective Date” shall
have the meaning ascribed to such term in Section 1.1 hereof.

    


    2.15.                      “Employee” means any
person who is an employee of the Company, any Affiliate or any Subsidiary;
provided, however, that with respect to ISOs, “Employee” means any person who is
considered an employee of the Company or any Subsidiary for purposes of Treasury
Regulation Section 1.421-7(h).

    


    2.16.                      “Exchange Act” means
the Securities Exchange Act of 1934, as amended from time to time, or any
successor act thereto.

    


    2.17.                      “Fair Market Value” on
any date shall be determined on the basis of the closing sale price on the
trading date immediately prior to such date on the principal securities exchange
on which the Shares are traded or, if there is no such sale on the relevant
date, then on the last previous day on which a sale was reported.

    


    2.18.                      “Freestanding SAR”
means a SAR that is granted independently of any Options, as described in
Article 7 herein.

    


    2.19.                      “Incentive Stock
Option” or “ISO” means an option
to purchase Shares granted under Article 6 herein and which is designated
as an Incentive Stock Option and which is intended to meet the requirements of
Code Section 422.

    


    2.20.                      “Nonqualified Stock
Option” or “NQSO” means an option
to purchase Shares granted under Article 6 herein and which is not intended
to meet the requirements of Code Section 422.

    


    2.21.                      “Option” means an
Incentive Stock Option or a Nonqualified Stock Option, as described in
Article 6 herein.

    


    2.22.                      “Option Price” means
the price at which a Share may be purchased by a Participant pursuant to an
Option.

    


    2.23.                      “Participant” means an
Employee who has been selected to receive an Award or who has outstanding an
Award granted under the Plan.

    


    2.24.                      “Performance-Based
Exception” means the performance-based exception from the tax
deductibility limitations of Code Section 162(m).

    


    2.25.                      “Performance Share”
means an Award granted to a Participant, as described in Article 9
herein.

    


    2.26.                      “Performance Unit”
means an Award granted to a Participant, as described in Article 9
herein.

    


    2.27.                      “Period of
Restriction” means the period during which the transfer of Shares of
Restricted Stock is limited in some way and the Shares are subject to a risk of
forfeiture, as provided in Article 8 herein.

    


    2.28.                      “Person” shall have
the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act
and used in Sections 13(d) and 14(d) thereof, including a “group” as
defined in Section 13(d) thereof.

    


    2.29.                      “Restricted Stock”
means an Award granted to a Participant pursuant to Article 8
herein.

    


    2.30.                      “Retirement” shall
mean any termination of employment at or after age sixty-five (65), or at or
after age fifty-five (55) with ten (10) or more years of continuous service as
defined under the ADM Retirement Plan.

    


    2.31.                      “Section 162(m)
Award” means an Award to a Covered Employee intended to qualify for the
Performance-Based Exception.

    


    2.32.                      “Shares” means the
shares of common stock of the Company, without par value.

    


    2.33.                      “Stock Appreciation
Right” or “SAR” means an Award,
granted alone or in connection with a related Option, designated as a SAR,
pursuant to the terms of Article 7 herein.

    


    2.34.                      “Subsidiary” means any
corporation, partnership, joint venture, or other entity in which the Company
has a majority voting interest; provided, however, that with respect to ISOs,
the term “Subsidiary” shall include only an entity that qualifies under Code
Section 424(f) as a “subsidiary corporation” with respect to the
Company.

    


    2.35.                      “Tandem SAR” means a
SAR that is granted in connection with a related Option pursuant to
Article 7 herein, the exercise of which shall require forfeiture of the
right to purchase a Share under the related Option (with a similar cancellation
of the Tandem SAR when a Share is purchased under the Option).

    


    Article 3.  Administration

    


    3.1.           Committee
Members.  The Plan shall be administered by the
Committee.  The members of the Committee shall be appointed by and
serve at the pleasure of the Board.  The Committee shall have such
powers and authority as may be necessary or appropriate for the Committee to
carry out its functions as described in the Plan.  No member of the
Committee shall be liable for any action or determination made in good faith by
the Committee with respect to the Plan or any Award thereunder.

    


    3.2.            Discretionary
Authority.  Subject to the express limitations of the Plan, the
Committee shall have authority in its discretion to determine the Employees to
whom, and the time or times at which, Awards may be granted, the number of
Shares, units or other rights subject to each Award, the Option Price or
purchase price of an Award (if any), the time or times at which an Award will
become vested, exercisable or payable, the performance measure, performance
goals and other conditions of an Award, the duration of the Award, and all other
terms of an Award.  The Committee shall also have discretionary
authority to interpret the Plan, to make all factual determinations under the
Plan, and to make all other determinations necessary or advisable for Plan
administration.  The Committee may prescribe, amend, and rescind rules
and regulations relating to the Plan.  All interpretations,
determinations, and actions by the Committee shall be final, conclusive, and
binding upon all parties.

    


    3.3.            Action by the
Committee.  A majority of the members of the Committee shall
constitute a quorum for any meeting of the Committee, and the act of a majority
of the members present at any meeting at which a quorum is present or the act
approved in writing by a majority of all the members of the Committee shall be
the act of the Committee.  In the performance of their duties under
this Plan, the Committee members shall be entitled to rely upon information and
advice furnished by the Company’s officers, employees, accountants or counsel,
or any executive compensation consultant or other professional retained by the
Company or the Committee to assist in the administration of this
Plan.

    


    Article 4.  Shares
Subject to the Plan and Maximum Awards

    


    4.1.           Number of Shares Available
for Grants.  Subject to adjustment as provided in
Section 4.2 herein, the number of Shares hereby reserved for issuance to
Participants under the Plan shall be twenty-five million (25,000,000), no


    more than
ten million (10,000,000) of which may be granted in the form of Restricted
Stock.  The Shares to be delivered under the Plan will be made
available from authorized but unissued Shares or issued Shares that are held in
the Company’s treasury.  To the extent that any Award payable in
Shares is forfeited, cancelled, returned to the Company for failure to satisfy
vesting requirements or upon the occurrence of other forfeiture events, or
otherwise terminates without payment being made thereunder, Shares covered
thereby will no longer be charged against the foregoing maximum Share
limitations and may again be made subject to Awards under the Plan pursuant to
such limitations.  If a Tandem SAR is granted, then the Tandem SAR and
the related Option shall be counted as covering only the number of Shares
subject to the related Option for purposes of applying the limitations of this
Section 4.1.

    


    Subject
to adjustments as provided in Section 4.2 herein, the following rules shall
apply to grants of such Awards under the Plan:

    


    
      	
               
      

            	
              (a)

            	
              Stock
      Options:  The maximum aggregate number of Shares that may
      be covered by Stock Options, pursuant to Awards granted in any one fiscal
      year to any one single Participant, shall be one million
      (1,000,000).

            


    

    


    
      	
               
      

            	
              (b)

            	
              SARs:  The
      maximum aggregate number of Shares that may be covered by Stock
      Appreciation Rights, pursuant to Awards granted in any one fiscal year to
      any one single Participant, shall be one million
    (1,000,000).

            


    

    


    
      	
               
      

            	
              (c)

            	
              Restricted
      Stock:  The maximum aggregate number of Shares that may
      be covered by Awards of Restricted Stock granted in any one fiscal year to
      any Participant shall be Five Hundred Thousand
  (500,000).

            


    

    


    
      	
               
      

            	
              (d)

            	
              Performance
      Shares:  The maximum aggregate number of Shares that may
      be covered by Awards of Performance Shares granted in any one fiscal year
      to any Participant shall be Five Hundred Thousand
    (500,000).

            


    

    


    
      	
               
      

            	
              (e)

            	
              Performance
      Units:  The maximum aggregate payout (determined as of
      the end of the applicable performance period) with respect to Performance
      Units granted in any one fiscal year to any one Participant shall be Two
      Million Dollars ($2,000,000).

            


    

    


    
      	
               
      

            	
              (f)

            	
              Cash-Based
      Awards:  The maximum aggregate payout (determined as of
      the end of the applicable performance period) with respect to Cash-Based
      Awards granted in any one fiscal year to any one Participant shall be Two
      Million Dollars ($2,000,000).

            


    

    


    4.2.           Adjustments in
Shares.

    


    
      	
               
      

            	
              (a)

            	
              Equity
      Restructurings.  In the event of any equity
      restructuring, the Committee shall make such equitable adjustments with
      respect to the Plan and Awards thereunder as the Committee may deem
      appropriate to reflect the occurrence of such equity restructuring,
      including adjustments to (i) the aggregate number and kind of Shares or
      other securities that may be issued under the Plan (ii) the Award limits
      set forth in Section 4.1, and (iii) the number and kind of Shares or other
      securities subject to outstanding Awards and, if applicable, the Option
      Price or base price of outstanding
Awards.

            


    

    


    An
“equity restructuring” for this purpose means a nonreciprocal transaction
between the Company and its stockholders, such as a stock dividend, stock split,
spin-off, rights offering or recapitalization through a large, nonrecurring cash
dividend, that causes a change in the per share value of the Shares underlying
outstanding Awards.

    


    
      	
               
      

            	
              (b)

            	
              Other
      Events.  In the event of any other change in corporate
      capitalization, which may include a merger, consolidation, any
      reorganization (whether or not such reorganization comes within the
      definition of such term in Code Section 368), or any partial or complete
      liquidation of the Company to the extent such events do not constitute
      equity restructurings, and subject to Article 19, the Committee may, in
      its sole discretion, make such equitable adjustments described in Section
      4.2(a) as determined to be appropriate and equitable by the Committee to
      prevent dilution or enlargement of
benefits.

            


    

    


    
      	
               
      

            	
              Any
      adjustment made pursuant to this Section 4.2 shall be conclusive and
      binding for all purposes of the Plan.  Unless otherwise determined by
      the Committee, the number of shares subject to an Award shall always be a
      whole number.  Notwithstanding the foregoing, no adjustment made
      pursuant to this Section 4.2 shall be authorized to the extent that it
      would be inconsistent with a Section 162(m) Award’s meeting the
      requirements of Code Section 162(m) or cause an Award to be subject
      to adverse tax consequences under Code Section
  409A.

            


    

    


    Article 5.  Eligibility
and Participation

    


    5.1.           Eligibility.  Persons
eligible to participate in this Plan include all Employees.

    


    5.2.            Participation.  Subject
to the provisions of the Plan, the Committee may, from time to time, select from
all eligible Employees, those to whom Awards shall be granted and shall
determine the nature and amount of each Award.

    


    5.3            Award
Agreements.  Each Award will be evidenced by an Award Agreement
setting forth the terms, conditions and restrictions, as determined by the
Committee, which will apply to such Award, in addition to the terms and
conditions specified in this Plan.  Acceleration of the vesting or
exercisability schedule of an Award and of the expiration of the applicable term
of the Award is permitted upon such terms and conditions as shall be set forth
in the Award Agreement, which may include acceleration resulting from the
occurrence of a Change of Control.

    


    Article 6.  Stock
Options

    


    6.1.           Grant of
Options.  Subject to the terms and provisions of the Plan,
Options may be granted to Participants in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Committee and
such officer or officers of the Company who have been delegated the authority to
grant and administer Options by the Board of
Directors.  Notwithstanding the foregoing, officers delegated the
authority to grant Options pursuant to this Plan shall not have authority to
grant Options to themselves or to any employee of the Company who is subject to
the requirements of Section 16 of the Exchange Act.

    


    6.2.            Award
Agreement.  Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the duration of the Option, the
number of Shares to which the Option pertains, provisions for vesting and
exercisability, and such other provisions as the Committee shall
determine.  The Award Agreement also shall specify whether the Option
is intended to be an ISO or a NQSO.

    


    6.3.            Option
Price.  The Option Price for each grant of an Option under this
Plan shall be at least equal to one hundred percent (100%) of the Fair Market
Value of a Share on the Date of Grant.

    


    6.4.            Duration of
Options.  Each Option granted to a Participant shall expire at
such time as the Committee shall determine at the time of grant; provided,
however, that no Option shall be exercisable later than one day prior to the
tenth (10th) anniversary date of its grant.

    


    6.5.            Exercise of
Options.  Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which need not be the same for
each grant or for each Participant.  Notwithstanding the foregoing,
the Committee may at any time, or upon the occurrence of any events specified by
the Committee in an Award Agreement, accelerate a Participant’s right to
exercise an Option.

    


    6.6.            Payment.  Options
granted under this Article 6 shall be exercised by the delivery of a
written notice of exercise to the Company, setting forth the number of Shares
with respect to which the Option is to be exercised, accompanied by full payment
for the Shares.  The Option Price upon exercise of any Option shall be
payable to the Company in full either:  (a) in cash or its
equivalent, or (b) by tendering, either by actual delivery of Shares or by
attestation, previously acquired Shares having an aggregate Fair Market Value at
the time of exercise equal to the total Option Price, or (c) by a
combination of (a) and (b).  The Committee also may allow
payment of the Option Price in the form of an authorization to the Company to
withhold from the total number of Shares as to which the Option is being
exercised the number of Shares having a Fair Market Value on the date of
exercise equal to the aggregate Option Price for the total number of Shares as
to which the Option is being exercised, an irrevocable authorization to a third
party with which the Participant has a brokerage or similar relationship to sell
the Shares (or a sufficient portion of such Shares) acquired upon the exercise
of the Option and remit to the Company a portion of the sale proceeds sufficient
to pay the entire Option Price to the Company, or by any other means which the
Committee determines to be consistent with the Plan’s purpose and applicable
law.  Subject to any governing rules or regulations, as soon as
practicable after receipt of a written notification of exercise and full
payment, the Company shall deliver to the Participant, in the Participant’s
name, Share certificates in an appropriate amount based upon the number of
Shares purchased under the Option(s).

    


    6.7.            Additional Rules for
Incentive Stock Options.

    


    
      	
               
      

            	
              (a)

            	
              No
      ISO shall be granted to a Participant as a result of which the aggregate
      Fair Market Value (determined as of the Date of the Grant) of the stock
      with respect to which ISOs are exercisable for the first time in any
      calendar year under the Plan and any other stock option plans of the
      Company, any Subsidiary, or any parent corporation, would exceed the
      maximum amount permitted under Code Section 422(d).  This
      limitation shall be applied by taking Options into account in the order in
      which granted.

            


    

    


    
      	
               
      

            	
              (b)

            	
              If
      Shares acquired by exercise of an ISO are disposed of within two years
      following the Date of Grant or one year following the transfer of such
      Shares to the Participant upon exercise, the Participant shall, promptly
      following such disposition, notify the Company in writing of the date and
      terms of such disposition and provide such other information regarding the
      disposition as the Committee may reasonably
  require.

            


    

    


    
      	
               
      

            	
              (c)

            	
              Any
      ISO granted hereunder shall contain such additional terms and conditions,
      not inconsistent with the terms of this Plan, as are deemed necessary or
      desirable by the Committee, which terms, together with the terms of this
      Plan, shall be intended and interpreted to cause such ISO to qualify as an
      “incentive stock option” under Code Section 422.  Such
      terms shall include, if applicable, limitations on ISOs granted to
      ten-percent owners of the Company.  An Award Agreement for an
      ISO may provide that such Option shall be treated as a NQSO to the extent
      that certain requirements applicable to “incentive stock options” under
      the Code shall not be satisfied.

            


    

    


    6.8.           Restrictions on Share
Transferability.  The Committee may impose such restrictions on
any Shares acquired pursuant to the exercise of an Option granted under this
Article 6 as it may deem advisable, including, without limitation,
restrictions under applicable federal securities laws, under the requirements of
any stock exchange or market upon which such Shares are then listed and/or
traded, and under any blue sky or state securities laws applicable to such
Shares.

    


    6.9.            Termination of
Employment.  The Participant shall have the right to exercise
the vested portion of an Option only while such Participant is an Employee, or
within three months after such Participant ceases to be an Employee; provided,
however, that in the event the employment of the Participant is terminated on
account of the Participant’s death, the Participant’s personal representatives,
heirs or legatees shall have the right to exercise the vested portion of any
Option held by the Participant at the time of his or her death for one year
following the date of death.

    


    6.10.        Nontransferability of
Options.

    


    
      	
               
      

            	
              (a)

            	
              Incentive Stock
      Options.  No ISO granted under the Plan may be sold,
      transferred, pledged, assigned, or otherwise alienated or hypothecated,
      other than by will or by the laws of descent and
      distribution.  Further, all ISOs granted to a Participant under
      the Plan shall be exercisable during his or her lifetime only by such
      Participant.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Nonqualified Stock
      Options.  Except as otherwise provided in a Participant’s
      Award Agreement in accordance with the terms provided below, no NQSO
      granted under this Article 6 may be sold, transferred, pledged,
      assigned, or otherwise alienated or hypothecated, other than by will or by
      the laws of descent and distribution or pursuant to a qualified domestic
      relations order as defined in the Code or Title 1 of the Employee
      Retirement Income Security Act or the rules thereunder.  No
      NQSOs granted to a Participant under this Article 6 shall be
      exercisable during his or her lifetime by anyone other than such
      Participant.  Notwithstanding the foregoing, an Award Agreement
      for a NQSO may provide that the Participant shall be permitted, during his
      or her lifetime and subject to the prior approval of the Committee at the
      time of proposed transfer, to transfer all or part of the Option to a
      member or members of his or her immediate family (as defined in the Award
      Agreement in a manner consistent with the requirements for the
      Form S-8 registration statement) or to one or more trusts for the
      benefit of such family members or partnerships in which such family
      members are the only partners.  Any such transfer shall be
      subject to the condition that it is made by the Participant for estate
      planning, tax planning, or donative purposes, and no consideration (other
      than interests in family-related entities to which the transfer is made)
      is received by the Participant therefore.  The transfer of a
      NQSO may be subject to such other terms and conditions as the Committee
      may in its discretion impose from time to time, including a condition that
      the portion of the Option to be transferred be vested and exercisable by
      the Participant at the time of the transfer.  Subsequent
      transfers of an Option shall be prohibited other than by will or the laws
      of descent and distribution upon the death of the
    transferee.

            


    

    


    Article 7.  Stock
Appreciation Rights

    


    7.1.           Grant of
SARs.  Subject to the terms and conditions of the Plan, SARs
may be granted to Participants at any time and from time to time as shall be
determined by the Committee.  The Committee may grant Freestanding
SARs, Tandem SARs, or any combination of these forms of SAR.  The
Committee shall have complete discretion in determining the 

    number of
SARs granted to each Participant (subject to Article 4 herein) and,
consistent with the provisions of the Plan, in determining the terms and
conditions pertaining to such SARs.  The base price of a Freestanding
SAR shall equal the Fair Market Value of a Share on the Date of Grant of the
SAR.  The base price of Tandem SARs shall equal the Option Price of
the related Option.

    


    7.2.            Exercise of Tandem
SARs.  Tandem SARs may be exercised for all or part of the
Shares subject to the related Option upon the surrender of the right to exercise
the equivalent portion of the related Option.  A Tandem SAR may be
exercised only with respect to Shares for which its related Option is then
exercisable.  Notwithstanding any other provision of this Plan to the
contrary, with respect to a Tandem SAR granted in connection with an
ISO:  (i) the Tandem SAR will expire no later than the expiration
of the underlying ISO; (ii) the value of the payout with respect to the
Tandem SAR may be for no more than one hundred percent (100%) of the difference
between the Option Price of the underlying ISO and the Fair Market Value of the
Shares subject to the underlying ISO at the time the Tandem SAR is exercised;
and (iii) the Tandem SAR may be exercised only when the Fair Market Value
of the Shares subject to the ISO exceeds the Option Price of the
ISO.

    


    7.3.            Exercise of Freestanding
SARs.  Freestanding SARs may be exercised upon whatever terms
and conditions the Committee, in its sole discretion, imposes upon
them.

    


    7.4.            SAR
Agreement.  Each SAR grant shall be evidenced by an Award
Agreement that shall specify the base price, the term of the SAR, and such other
provisions as the Committee shall determine.

    


    7.5.            Term of
SARs.  The term of a SAR granted under the Plan shall be
determined by the Committee, in its sole discretion; provided, however, that
such term shall not exceed ten (10) years.

    


    7.6.            Payment of SAR
Amount.  Upon exercise of a SAR, a Participant shall be
entitled to receive payment from the Company in an amount determined by
multiplying:  (i) the difference between the Fair Market Value of
a Share on the date of exercise over the base price; by (ii) the number of
Shares with respect to which the SAR is exercised.  At the discretion
of the Committee, the payment upon SAR exercise may be in cash, in Shares of
equivalent value, or in some combination thereof.  The Committee’s
determination regarding the form of SAR payout shall be set forth in the Award
Agreement pertaining to the grant of the SAR.

    


    7.7.            Termination of
Employment.  The Participant shall have the right to exercise
the vested portion of a SAR only while such Participant is an Employee, or
within three months after such Participant ceases to be an Employee; provided,
however, that in the event the employment of the Participant is terminated on
account of the Participant’s death, the Participant’s personal representatives,
heirs or legatees shall have the right to exercise the vested portion of any SAR
held by the Participant at the time of his or her death for one year following
the date of death.

    


    7.8.            Nontransferability of
SARs.  Except as otherwise provided in a Participant’s Award
Agreement, no SAR granted under the Plan may be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated, other than by will or by the
laws of descent and distribution.  Further, except as otherwise
provided in a Participant’s Award Agreement, all SARs granted to a Participant
under the Plan shall be exercisable during his or her lifetime only by such
Participant.

    


    Article 8.  Restricted
Stock

    


    8.1.           Grant of Restricted
Stock.  Subject to the terms and provisions of the Plan, the
Committee, at any time and from time to time, may grant Shares of Restricted
Stock to Participants in such amounts as the Committee shall
determine.

    


    8.2.            Restricted Stock
Agreement.  Each Restricted Stock grant shall be evidenced by a
Restricted Stock Award Agreement that shall specify the Period(s) of
Restriction, the number of Shares of Restricted Stock granted, and such other
provisions as the Committee shall determine.

    


    8.3.            Transferability.  Except
as provided in this Article 8, the Shares of Restricted Stock granted
herein may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated until the end of the applicable Period of Restriction
established by the Committee and specified in the Restricted Stock Award
Agreement.  The end of such Period of Restriction may be conditioned
upon the satisfaction of such conditions as are specified by the Committee in
its sole discretion and set forth in the Restricted Stock Award
Agreement.  All rights with respect to the Restricted Stock granted to
a Participant under the Plan shall be available during his or her lifetime only
to such Participant.

    


    8.4.            Other
Restrictions.  The Committee shall impose such other conditions
and/or restrictions on any Shares of Restricted Stock granted pursuant to the
Plan as it may deem advisable including, without limitation, a requirement that


    Participants
pay a stipulated purchase price for each Share of Restricted Stock, restrictions
based upon the continued employment of the Participant, the achievement of
specific performance goals (Company-wide, divisional, and/or individual),
time-based restrictions on vesting following the attainment of the performance
goals, and/or restrictions under applicable federal or state securities
laws.  Until such time as all conditions and/or restrictions
applicable to Shares of Restricted Stock have been satisfied and the Shares vest
at the end of the applicable Period of Restriction, they shall be evidenced by a
certificate deposited with the Company or its designee, or by a book-entry
notation on the records of the Company’s transfer agent.  Except as
otherwise provided in this Article 8, Shares of Restricted Stock covered by
a Restricted Stock grant made under the Plan shall become freely transferable by
the Participant after the last day of the applicable Period of
Restriction.

    


    8.5.            Voting
Rights.  Participants holding Shares of Restricted Stock
granted hereunder may be granted the right to exercise full voting rights with
respect to those Shares during the Period of Restriction.

    


    8.6.            Cash
Dividends.  During the Period of Restriction, Participants
holding Shares of Restricted Stock granted hereunder shall be credited with
regular cash dividends paid with respect to the underlying Shares while they are
so held.  The Committee may apply any restrictions on the
Participant’s receipt of the dividends that the Committee deems
appropriate.   Without limiting the generality of the foregoing,
if the grant or vesting of Shares of Restricted Stock is intended to be a
Section 162(m) Award, the Committee may apply any restrictions it deems
appropriate to the payment of dividends declared with respect to such Shares of
Restricted Stock, such that the dividends and/or the Shares of Restricted Stock
maintain eligibility for the Performance-Based Exception.

    


    8.7.            Termination of
Employment.  Each Restricted Stock Award Agreement shall set
forth the extent to which the Participant shall have the right to receive
unvested Shares of Restricted Stock following termination of the Participant’s
employment with the Company.  Such provisions shall be determined in
the sole discretion of the Committee, shall be included in the Award Agreement
entered into with each Participant, need not be uniform among all Shares of
Restricted Stock issued pursuant to the Plan, and may reflect distinctions based
on the reasons for termination.

    


    8.8.            Section 83(b)
Election.  If a Participant makes an election pursuant to Code
Section 83(b) with respect to a Restricted Stock Award, the Participant
shall be required to promptly file a copy of such election with the
Company.

    


    Article 9.  Performance
Units, Performance Shares, and Cash-Based Awards

    


    9.1.           Grant of Performance Units/
Shares and Cash-Based Awards.  Subject to the terms of the
Plan, Performance Units, Performance Shares, and/or Cash-Based Awards may be
granted to Participants in such amounts and upon such terms, and at any time and
from time to time, as shall be determined by the Committee.

    


    9.2.            Value of Performance Units/
Shares and Cash-Based Awards.  At the time Performance Units,
Performance Shares, and/or Cash-Based Awards are granted, the Committee shall
determine, in its sole discretion, one or more performance periods (the
“Performance Periods”) and the performance goals to be achieved during the
applicable Performance Periods, as well as such other restrictions and
conditions as the Committee deems appropriate.  Performance goals for
Performance Units, Performance Shares, and/or Cash-Based Awards shall be set
using the performance measures set forth in Section 10.  In the
case of Performance Units, the Committee shall also determine a target unit
value or a range of unit values for each Award.  Each Performance
Share shall have an initial value equal to the Fair Market Value of a Share on
the Date of Grant.  Each Cash-Based Award shall have such value as may
be determined by the Committee.

    


    9.3.            Earning of Performance
Units/ Shares and Cash-Based Awards.  Subject to the terms of
this Plan, after each applicable Performance Period has ended, the Committee
shall determine the extent to which performance goals have been attained or a
degree of achievement between minimum and maximum levels with respect to Awards
of Performance Units/ Shares and Cash-Based Awards in order to establish the
level of payment to be made, if any, and shall certify the results in writing
prior to payment of an Award.

    


    9.4.            Form and Timing of Payment
of Performance Units/ Shares and Cash-Based Awards.  Payment of
earned Performance Units/ Shares and Cash-Based Awards shall be made in a single
lump sum following the close of the applicable Performance
Period.  Subject to the terms of this Plan, the Committee, in its sole
discretion, may pay earned Performance Units/ Shares and Cash-Based Awards in
the form of cash or in Shares (or in a combination thereof) which have an
aggregate Fair Market Value determined as of the end of the applicable
Performance Period equal to the value of the earned Performance Units/ Shares
and Cash-Based Awards.  Such Shares may be granted subject to any
restrictions deemed appropriate by the Committee.  The determination
of the Committee with respect to the form and timing of payout of such Awards
shall be set forth in the Award Agreement pertaining to the grant of the
Award.

    


    9.5.            Compliance with Code
Section 162(m).  In the case of Performance Units,
Performance Shares, and/or 

    Cash-Based
Awards granted to Covered Employees that are intended to be Section 162(m)
Awards, the Committee shall make all determinations necessary to establish the
terms of such Section 162(m) Awards within 90 days of the beginning of
the applicable Performance Period (or such other time period required under Code
Section 162(m)), including, without limitation, the designation of the
Covered Employees to whom such Section 162(m) Awards are made, the
performance measures applicable to the Awards and the performance goals that
relate to such measures, and the dollar amounts or number of Shares payable upon
achieving the applicable performance goals.  As and to the extent
required by Code Section 162(m), the provisions of such Section 162(m)
Awards must state, in terms of an objective formula or standard, the method of
computing the amount of compensation payable to the Covered Employee, and must
preclude discretion to increase the amount of compensation payable under the
Award (but may permit discretionary decreases in the amount of compensation
payable.)

    


    9.6.            Termination of Employment
Due to Death, Disability, or Retirement.  Unless determined
otherwise by the Committee and set forth in the Participant’s Award Agreement,
and except in the case of Section 162(m) Awards, in the event the
employment of a Participant is terminated by reason of death, Disability, or
Retirement during a Performance Period, the Participant shall receive a pro-rata
payout of the Performance Units/ Shares or Cash-Based Awards based on the
applicable performance goals which have been achieved for such Awards, if any,
as determined by the Committee.  Payment of earned Performance Units/
Shares or Cash-Based Awards shall be made at a time specified by the Committee
in its sole discretion and set forth in the Participant’s Award
Agreement.  With respect to any Performance Units/ Shares or
Cash-Based Awards that were intended to be Section 162(m) Awards, in the
event the employment of a Participant is terminated by reason of death or
Disability, the Committee may waive the requirement under such Awards held by
the Participant that one or more performance goals be achieved as a condition of
any payment under such Awards; provided, however, that if any such Award is paid
under such circumstances prior to the attainment of the applicable performance
goals, the Award will no longer qualify for the Performance-Based
Exception.

    


    9.7.            Termination of Employment
for Other Reasons.   In the event that a Participant’s
employment terminates for any reason other than those reasons set forth in
Section 9.6 herein, all Performance Units/ Shares and Cash-Based Awards
shall be forfeited by the Participant to the Company unless determined otherwise
by the Committee, as set forth in the Participant’s Award
Agreement.

    


    9.8.            Nontransferability.  Except
as otherwise provided in a Participant’s Award Agreement, Performance Units/
Shares and Cash-Based Awards may not be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by the laws of
descent and distribution.  Further, except as otherwise provided in a
Participant’s Award Agreement, a Participant’s rights under the Plan shall be
exercisable during the Participant’s lifetime only by the
Participant.

    


    Article 10.  Performance
Measures

    


    The
performance measure(s) that may be used for purposes of determining the degree
of payout and/or vesting with respect to Section 162(m) Awards shall be
chosen from among the following (these performance measures may be applied on an
absolute or comparative basis, and may be applied to the Company, any Subsidiary
or Affiliate, or any division or business unit thereof):

    


    
      	
               
      

            	
              (a)

            	
              Earnings
      per share;

            


    

    


    
      	
               
      

            	
              (b)

            	
              Net
      income (before or after taxes);

            


    

    


    
      	
               
      

            	
              (c)

            	
              Return
      on assets or return on equity;

            


    

    


    
      	
               
      

            	
              (d)

            	
              Cash
      flow return on investments, which equals net cash flows divided by owners
      equity;

            


    

    


    
      	
               
      

            	
              (e)

            	
              Earnings
      before or after taxes;

            


    

    


    
      	
               
      

            	
              (f)

            	
              Gross
      revenues; and

            


    

    


    
      	
               
      

            	
              (g)

            	
              Share
      price (including, but not limited to, growth measures and total
      stockholder return).

            


    

    


    In the
case of Awards that are not Section 162(m) Awards, the Committee shall
designate performance measures from among the foregoing or such other business
criteria as it shall determine in its sole discretion.  If there shall
occur an event described in Section 4.2, the Committee shall have the discretion
to adjust the performance targets or goals applicable to any outstanding Awards;
provided, however, that in the case of a Section 162(m) Award, no such
adjustment may be made that would cause such Award to fail to satisfy the
Performance-Based Exception.

    


    Article 11.  Forfeiture
Conditions

    


    The
Committee may provide in an Award Agreement for conditions of forfeiture of a
Participant’s rights with respect to such Award in the event
of:  (i) the termination of employment of the Participant for
“cause” (as defined in an Award Agreement), (ii) the Participant’s breach
of such restrictive covenants (e.g., non-competition and confidentiality
restrictions) as may apply to the Participant, or (iii) the Participant’s
having engaged in an activity that is detrimental to the Company (including,
without limitation, criminal activity or accepting employment with a competitor
of the Company).  Such conditions of forfeiture may include, in the
discretion of the Committee, (a) suspension or cancellation of the
Participant’s right to exercise an Option or SAR (whether or not then otherwise
exercisable), (b) suspension or cancellation of the Participant’s pending
right to receive an issuance of Shares or cash payment in settlement of any
Award, (c) the forfeiture of any Shares of Restricted Stock held by the
Participant or (d) following the issuance of Shares or payment of cash upon
exercise, vesting or payment of an Award, either (1) cancellation of the
Shares so issued (and repayment to the Participant of the full purchase price,
if any, paid for such shares) or (2) requiring the Participant to pay to
the Company in cash an amount equal to the gain realized by the Participant from
such Award (measured by the value (on the date of receipt) of any property
and/or amount of cash received by the Participant under the Award, to the extent
in excess of any amount paid by the Participant).  The Company may
deduct from any amounts the Company may owe a Participant from time to time any
amounts the Participant may owe the Company under this Article 11 and any
related Award Agreements.

    


    Article 12.  Beneficiary
Designation

    


    Each
Participant under the Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) 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.  Each such designation shall
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Company, and will be effective only when filed by the
Participant in writing with the Company during the Participant’s
lifetime.  In the absence of any such designation, benefits remaining
unpaid at the Participant’s death shall be paid to the Participant’s
estate.

    


    Article 13.  Deferrals

    


    The
Committee may permit (upon timely election by the Participant) or require a
Participant to defer such Participant’s receipt of the payment of cash or the
delivery of Shares that would otherwise be due to such Participant by virtue of
the exercise of an Option or SAR, the lapse or waiver of restrictions with
respect to Restricted Stock, or the satisfaction of any requirements or goals
with respect to Performance Units/ Shares.  If any such deferral
election is required or permitted, the Committee shall, in its sole discretion,
establish rules and procedures for such payment deferrals in a manner consistent
with Code Section 409A and the regulations thereunder.

    


    Article 14.  Rights
of Employees

    


    14.1.                      Employment.  Nothing
in the Plan shall interfere with or limit in any way the right of the Company or
any affiliate to terminate any Participant’s employment at any time, nor confer
upon any Participant any right to continue in the employ of the Company or any
Affiliate.

    


    14.2.                      Participation.  No
Employee shall have the right to be selected to receive an Award under this
Plan, or, having been so selected, to be selected to receive a future
Award.

    


    14.3                Shareholders.  A
Participant shall have no rights as a shareholder with respect to any Shares
covered by an Award until the date the Participant becomes the holder of record
of the Shares, if any, to which the Award relates.

    


    Article 15.  Amendment,
Modification, and Termination

    


    15.1.                      Amendment, Modification, and
Termination.  Subject to the terms of the Plan, the Board may
at any time and from time to time, alter, amend, suspend or terminate the Plan
in whole or in part; provided, however, that no amendment or modification of the
Plan shall be effective without the consent of the Company’s stockholders that
would (i) change the class of persons eligible to participate under the
Plan, (ii) increase the number of Shares reserved for issuance under the
Plan or the maximum number of shares subject to Awards under Article 4,
hereof, or (iii) allow the grant of Options at an exercise price below Fair
Market Value.  In addition, the Board may seek the approval of any
amendment or modification by the Company’s stockholders to the extent it deems
necessary or advisable in its sole discretion for purposes 

    of
compliance with Code Section 162(m) or Code Section 422, the listing
requirements of the New York Stock Exchange or for any other
purpose.  No amendment or modification of the Plan shall adversely
affect any Award theretofore granted without the consent of the
Participant.

     

    15.2.                      Adjustment of Awards Upon
the Occurrence of Certain Unusual or Nonrecurring
Events.   The Committee may make adjustments in the terms
and conditions of, and the criteria included in, Awards in recognition of
unusual or nonrecurring events (including, without limitation, the events
described in Section 4.2 hereof) affecting the Company or the financial
statements of the Company or of changes in applicable laws, regulations, or
accounting principles, whenever the Committee determines that such adjustments
are appropriate in order to prevent dilution or enlargement of the benefits or
potential benefits intended to be made available under the Plan; provided that
no such adjustment shall be authorized to the extent that it would be
inconsistent with a Section 162(m) Award’s meeting the requirements of Code
Section 162(m), or cause an Award to be subject to adverse tax consequences
under Code Section 409A; and provided further that the Committee’s discretion
shall be limited by the provisions of Section 4.2 pertaining to equitable
adjustments in connection with equity restructurings.

     

    
      15.3.                      Compliance with Code
Section 162(m).  The Committee shall have the discretion
to grant Awards under the Plan which are Section 162(m) Awards and Awards
which are not Section 162(m) Awards.  Section 162(m) Awards
granted under the Plan shall comply with the Performance-Based Exception from
the tax deductibility limitations of Code Section 162(m).

      


      15.4.                      Compliance with Code Section
409A.

       

       

      


      
        	
                 
      

              	
                (a)

              	
                Timing of Payment to a
      Specified Employee.  If any amount shall be payable with
      respect to any Award hereunder as a result of a Participant’s “separation
      from service” at such time as the Participant is a “specified employee”
      and such amount is subject to the provisions of Code Section 409A, then
      notwithstanding any other provision of this Plan, no payment shall be
      made, except as permitted under Code Section 409A, prior to the first day
      of the seventh (7th) calendar month beginning after the Participant’s
      separation from service (or the date of his or her earlier death). The
      Company may adopt a specified employee policy that will apply to identify
      the specified employees for all deferred compensation plans subject to
      Code Section 409A; otherwise, specified employees will be identified using
      the default standards contained in the regulations under Code Section
      409A.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Separation from
      Service.  If any amount shall be payable with respect to
      any Award hereunder as a result of a Participant’s termination of
      employment or other service and such amount is subject to the provisions
      of Code Section 409A, then notwithstanding any other provision of this
      Plan, a termination of employment or other service will be deemed to have
      occurred only at such time as the Participant has experienced a
      “separation from service” as such term is defined for purposes of Code
      Section 409A.

              


      

Article 16.  Withholding

    


    16.1.                      Tax
Withholding.  The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy Federal, state, and local taxes, domestic or foreign,
required by law or regulation to be withheld with respect to any taxable event
arising as a result of this Plan.

    


    16.2.                      Share
Withholding.  With respect to withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock,
or upon any other taxable event arising as a result of Awards granted hereunder,
Participants may elect, subject to the approval of the Committee, to satisfy the
withholding requirement, in whole or in part, by having the Company withhold
Shares having a Fair Market Value on the date the tax is to be determined equal
to the minimum statutory total tax which could be imposed on the
transaction.  All such elections shall be irrevocable, made in
writing, signed by the Participant, and shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems
appropriate.

    


    Article 17.  Indemnification

    


    Each
person who is or shall have been a member of the Committee, or of the Board,
shall be indemnified and held harmless by the Company against and from any loss,
cost, liability, or expense that may be imposed upon or reasonably incurred by
him or her in connection with or resulting from any claim, action, suit, or
proceeding to which he or she may be a party or in which he or she may be
involved by reason of any action taken or failure to act under or in connection
with the Plan and against and from any and all amounts paid by him or her in
settlement thereof, with the Company’s approval, or paid by him or her in
satisfaction of any judgement in any such action, suit, or proceeding against
him or her, provided he or she shall give the Company an opportunity, at its own
expense, to 

    handle
and defend it on his or her own behalf.  The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to
which such persons may be entitled under the Company’s Articles of Incorporation
or Bylaws, as a matter of law, or otherwise, or any power that the Company may
have to indemnify them or hold them harmless.

    


    Article 18.  Successors

    


    All
obligations of the Company under the Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company.

    


    Article 19.  Fundamental
Change

    


    In the
event of a proposed dissolution or liquidation of the Company, a proposed sale
of substantially all of the assets of the Company, a proposed merger or
consolidation of the Company with or into any other corporation, regardless of
whether the Company is the surviving corporation, or a proposed statutory share
exchange involving capital stock of the Company (any of the foregoing referred
to as a “Fundamental Change”), the Committee may, but shall not be obligated to
do any of the following:

    


    
      	
               
      

            	
              (a)

            	
              Replacement of Options
      or SARs.  If the Fundamental Change is a merger or
      consolidation or statutory share exchange, the Committee may make
      appropriate provision for the protection of the outstanding Options and
      SARs by the substitution of options, stock appreciation rights and
      appropriate voting common stock of the corporation surviving any merger or
      consolidation or, if appropriate, the parent corporation of the Company or
      such surviving corporation, in lieu of Options, SARs and capital stock of
      the Company.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Cancellation of
      Options or SARs.  At least 30 days prior to the
      occurrence of the Fundamental Change, declare, and provide written notice
      to each holder of an Option or SAR of the declaration, that each
      outstanding Option and SAR, whether or not then exercisable, shall be
      canceled at the time of, or immediately prior to the occurrence of the
      Fundamental Change in exchange for payment to each holder of an Option or
      SAR, within ten days after the Fundamental Change, of cash equal to the
      product of (i) the amount, if any, by which the Event Proceeds per
      Share (as defined below) exceeds, in the case of an Option, the Option
      Price per share of such Option or, in the case of a SAR, the base price
      per share as of the date of grant, and (ii) the number of Shares
      subject to such Option or SAR.  At the time of such a
      declaration, each SAR and each Option shall immediately become exercisable
      in full and each person holding an Option or a SAR shall have the right,
      during the period preceding the time of cancellation of the Option or SAR,
      to exercise the Option as to all or any part of the Shares covered thereby
      or the SAR in whole or in part, as the case may be.  If such a
      declaration occurs, each outstanding Option and SAR that has not been
      exercised prior to the Fundamental Change shall be canceled at the time
      of, or immediately prior to, the Fundamental Change.  No person
      holding an Option or a SAR shall be entitled to any payment under this
      Article 19 if the scheduled term of such Option or SAR expires before
      the Fundamental Change, or if such payment would be an impermissible
      acceleration under, or would fail to comply with, the applicable
      requirements of Code Section 409A and the regulations
      thereunder.  For purposes of this Article 19, “Event
      Proceeds per Share” shall mean the cash plus the fair market value, as
      determined in good faith by the Committee, of the non-cash consideration
      to be received for each Share by the shareholders of the Company upon the
      occurrence of the Fundamental
Change.

            


    

    


    Article 20.  Legal
Construction

    


    20.1.                      Severability.  In
the event any provision of the Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of the
Plan, and the Plan shall be construed and enforced as if the illegal or invalid
provision had not been included.

    


    20.2.                      Requirements of
Law.  The granting of Awards and the issuance of Shares under
the Plan shall be subject to all applicable laws, rules, and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    20.3.                      Securities Law
Compliance.  With respect to Participants subject to
Section 16 of the Exchange Act, transactions under this Plan are intended
to comply with all applicable conditions of Rule 16b-3 or its successors
under the Exchange Act.  If any provision of this Plan or of any Award
Agreement would otherwise frustrate or conflict with the intent expressed in the
preceding sentence, that provision to the extent possible shall be interpreted
and deemed amended in the manner determined by the Committee so as to avoid the
conflict.  To the extent of any remaining irreconcilable conflict with
this intent, the provision shall be deemed void as applicable to Participants
who are then subject to Section 16 of the Exchange Act.  In
addition, no Shares will be issued or transferred pursuant to an Award unless
and until all then applicable requirements imposed by federal and state
securities and other laws, rules and regulations and by any regulatory agencies
having jurisdiction, and by any stock exchanges upon which the Shares may be
listed, have been fully met.  As a condition precedent to the issuance
of Shares pursuant to the grant or exercise of an Award, the Company may require
the Participant to 

    take any
reasonable action to meet such requirements.  The Committee may impose
such conditions on any Shares issuable under the Plan as it may deem advisable,
including, without limitation, restrictions under the Securities Act of 1933, as
amended, under the requirements of any stock exchange upon which such Shares of
the same class are then listed, and under any blue sky or other securities laws
applicable to such Shares.

    


    20.4.                      Governing
Law.  To the extent not preempted by federal law, the Plan, and
all agreements hereunder, shall be construed in accordance with and governed by
the laws of the state of Illinois.

    


    


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