stockplan61809.htm


    Key Employee Stock Plan - June 18, 2009

     

    
      

      

    

    Exhibit
10.1





    JOHN
WILEY & SONS, INC.

     

    2009
KEY EMPLOYEE STOCK PLAN

     

    


     

    
      	
              1.  

            	
              NAME/
      PURPOSE AND OVERVIEW.  This
      Plan shall be known as the 2009 Key Employee Stock Plan (the "Plan"). The
      Plan is intended to provide the officers and other key employees of John
      Wiley & Sons, Inc. (the "Company") and of its Subsidiaries, Affiliates
      and certain Joint Venture Companies, upon whose judgment, initiative and
      efforts the Company depends for its growth and for the profitable conduct
      of its business, with additional incentive to promote the success of the
      Company, and to that end to encourage such employees to acquire or
      increase their proprietary interest in the Company. The Plan provides for
      the grant of Stock Options to purchase shares of the Company's stock or
      Stock Appreciation Rights.  The Plan also provides for the grant
      of  Performance-Based Stock Awards and Performance Awards, which
      are contingent rights to receive shares of the Company's stock, and for
      the grant of shares of the Company's stock, ("Restricted
      Stock”).  Performance-Based Stock Awards and Performance Awards
      shall be subject to forfeiture, in whole or in part, if the objectives
      established in the award are not met, or if employment is terminated
      during the "Plan Cycle." Restricted Stock shall be subject to forfeiture,
      in whole or in part, if employment is terminated during the "Restricted
      Period" and may also be made subject to forfeiture in whole or in part if
      objectives established in the award are not
met.

            


    

     

    
      	
              2.  

            	
              SHARES
      OF STOCK. Subject to adjustment as provided in Paragraph 12, the aggregate
      number of shares of Common Stock which may be made subject to awards
      granted under this Plan shall not exceed 8,000,000.  Any shares
      granted as options or stock appreciation rights shall be counted against
      this limit as one (1) share for every one (1) share
      granted.  Any shares granted as awards other than options or
      stock appreciation rights shall be counted against this limit as one and
      seventy-six hundredths (1.76) shares for every one (1) share
      granted.  No more than 600,000 shares of Common Stock shall be
      cumulatively available for grants of options, performance-based stock
      awards, restricted stock or performance awards in any one calendar year to
      any one individual.  Shares subject to unexercised portions of
      terminated or expired stock options granted under the Plan, shares of
      Restricted Stock which have been forfeited, or shares included in
      Performance-Based Stock Awards or Performance Awards which have been
      forfeited or otherwise not earned shall again be available for grant under
      the Plan.  Shares subject to unexercised portions of terminated
      or expired stock options and Stock Appreciation Rights granted under the
      Plan shall be credited back to the 8,000,000 limit as one (1) share for
      every one (1) share granted.  Shares of Restricted Stock which
      have been forfeited, and shares included in Performance-Based Stock Awards
      or Performance Awards which have been forfeited or otherwise not earned
      shall be credited back to the limit as one and seventy-six hundredths
      (1.76) shares for every one (1) share granted.  The preceding
      sentence shall apply only for purposes of determining the aggregate number
      of shares of Common Stock available for grants of options or awards over
      the life of the Plan but shall not apply for purposes of determining the
      maximum number of shares of Common Stock available for grants of options
      or awards in any one calendar year to any one individual. Shares issued
      pursuant to the exercise of options, Restricted Stock pursuant to
      Performance-Based Stock Awards, or Performance Stock may be treasury
      shares or authorized but unissued shares.  All shares granted or
      awarded under the Plan, whether treasury shares or authorized but unissued
      shares, will be charged against the total available for grant under the
      Plan.  The holder of an option or the recipient of a
      Performance-Based Stock Award or Performance Award shall not have any of
      the rights of a shareholder with respect to the shares covered by his or
      her option or award until a certificate for such shares shall be issued
      upon the due exercise of the option or pursuant to the terms of the
      Performance-Based Stock Award, as the case may
  be.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              3.  

            	
              COMMON
      STOCK. The term "Common Stock" as used in this Plan shall refer solely to
      the Class A Common Stock (par value of $1 per share) and not the Class B
      Common Stock.

            


    

     

    
      	
              4.  

            	
              ELIGIBILITY.
      All officers and other key employees of the Company, its Subsidiaries,
      Affiliates or Joint Venture Companies, are eligible to receive stock
      options (except that only employees of the Company and its Subsidiaries
      are eligible to receive incentive stock options), Performance-Based Stock
      Awards, Performance Awards, or Restricted Stock. The term
      "Subsidiary(ies)" as used in this Plan means a company in which the
      Company and/or its Subsidiaries hold 50% or more of the total combined
      voting power; the term "Affiliate(s)" means any company in which the
      Company and/or its Subsidiaries hold 20% or more (but less than 50%) of
      the total combined voting power; and the term "Joint Venture Company(ies)"
      means any partnership, limited liability company, or joint venture in
      which the Company has a 20% or more
interest.

            


    

     

    
      	
              5.  

            	
              ADMINISTRATION
      OF THE PLAN. The Executive Compensation and Development Committee, or such
      other sub-committee of not less than two “qualified outside directors” as
      the Executive Compensation and Development Committee may appoint (the
      "Committee"), shall administer and interpret the Plan. With respect to the
      administration of the Plan, in addition to the authority specifically
      granted to the Committee herein, and subject to the rules provided in the
      By-Laws and such rules as the Committee may prescribe, the Committee shall
      have authority to adopt, amend and rescind such rules and regulations as,
      in its opinion, may be advisable in the administration of the Plan and to
      construe and interpret the Plan, the rules and regulations which it may
      promulgate and the instruments evidencing options and awards granted under
      the Plan, and to make all other determinations deemed necessary or
      advisable in the administration of the Plan. The Committee's
      interpretation of the Plan and of any options issued or awards granted
      under it shall be final and binding upon all
  persons.

            


    

     

    6. STOCK
OPTIONS

     

    
      	
              a.  

            	
              Grant
      of Options. Subject to the provisions of the Plan, including but not
      limited to the provisions of Subparagraphs (b) and (c) of this Paragraph
      6, the Committee shall have full and final authority in its discretion (i)
      to determine the employees to be granted options; (ii) to determine the
      number of shares of Common Stock subject to each option; (iii) to
      determine the time or times at which options will be granted; (iv) to
      determine the purchase price of the shares subject to each option (but not
      less than fair market value on the date of grant as stated in 6.b.i); (v)
      to determine the time or times when or any conditions upon which each
      option becomes exercisable and the duration of the exercise period; (vi)
      to determine whether the option shall be an "incentive stock option" as
      defined in Section 422(b) of the Internal Revenue Code of 1986 (the
      "Code") or an option not intended to qualify as an incentive stock option
      (a "non-qualified stock option"); and (vii) to prescribe the form or forms
      of the instruments evidencing any options granted under the Plan (which
      forms shall be consistent with this Plan but need not be identical),
      except that each option shall be clearly identified as an incentive stock
      option or a non-qualified stock option. The date of an option shall be the
      date of the authorization of such grant by the Committee or such later
      date as may be fixed for that purpose by the Committee at the time of the
      authorization of such grant. An individual may hold more than one
      option.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              b.  

            	
              Terms
      of all Options. All options granted under the Plan (including
      non-qualified options) shall be subject to the following
      provisions:

            


    

     

    
      	
              i.  

            	
              Purchase
      Price. The purchase price of shares under each such option shall be fixed
      by the Committee at not less than 100% of the fair market value of the
      shares on the date of grant of such
option.

            


    

     

    
      	
              ii.  

            	
              Payment.
      Shares shall be paid in full at the time the option is exercised and no
      shares shall be issued until such payment has been received. The Committee
      may, from time to time, restrict or impose limits and conditions on the
      use of the Company's Common Stock for
payment.

            


    

     

    
      	
              iii.  

            	
              Stock
      Appreciation Rights. Notwithstanding the foregoing Subparagraph (ii), any
      non-qualified option granted under the Plan may provide the right to
      exercise such option in whole or in part without any payment of the
      purchase price. If an option is exercised without a payment of the
      purchase price, the optionee shall be entitled to receive a payment equal
      to the excess of the fair market value, on the date of exercise, of the
      shares covered by the option over not less than 100% of the fair market
      value of the shares on the date of grant of such Stock Appreciation
      Right.  Such payment shall be in whole shares of Common Stock,
      in cash, or partly in such shares and partly in cash as determined by the
      Committee. The number of shares with respect to which any option is
      exercised under this Subparagraph (iii) shall reduce the number of shares
      thereafter available for exercise under the option and such shares may not
      again be optioned under the Plan.

            


    

     

    
      	
              iv.  

            	
              Ten
      Year Maximum Term. Notwithstanding any other provision in this Paragraph
      6, no option or Stock Appreciation Right granted under the Plan shall be
      exercisable either by the optionee, or in the event of the optionee's
      death, by his or her estate or by any other person, after the expiration
      of ten years from the date of its grant, except as provided in
      Subparagraphs (b) (vi) or (vii).

            


    

     

    
      	
              v.  

            	
              Termination
      of Employment Other Than by Death or Retirement, as the latter is defined
      in paragraph 6.b.vi below. Except as otherwise expressly provided in the
      Plan, each option may be exercised only while the optionee is regularly
      employed by the Company, a Subsidiary, an Affiliate, or a Joint Venture
      Company, as the case may be, or within three months after the optionee's
      employment has been terminated (but no later than the expiration date of
      the option), whether such termination was by the Company (unless such
      termination was for cause) or by the optionee for any reason. If the
      optionee's employment is terminated for cause (as determined by the
      Committee), the option may not be exercised after the optionee's
      employment has been terminated. An optionee's employment shall not be
      deemed to have terminated for purposes of this Subparagraph as long as the
      optionee is employed by the Company, or any Subsidiary, Affiliate or Joint
      Venture Company. For purposes of non-qualified options, employment shall
      mean continuous employment (either full or part time), except that leaves
      of absence for such periods and purposes as may be approved by the Company
      or the Subsidiary, Affiliate, or Joint Venture Company shall not be deemed
      to terminate employment. If a non-qualified optionee is permanently
      disabled (as described in Section 22(e)(3) of the Code) as of the date of
      termination of employment, the option may be exercised within three years
      after such date. The Committee may require evidence of permanent
      disability, including medical examinations by physicians selected by it.
      Notwithstanding the foregoing, the Committee, in its discretion, may
      permit the exercise of the non-qualified option for such period after such
      termination of employment as the Committee may specify and may also
      increase the number of shares subject to exercise up to the full number of
      shares covered by the non-qualified option. In no event (except as
      hereinafter provided in the case of the death of an optionee) may an
      option be exercised after the expiration date of the
    option.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              vi.  

            	
              Retirement.
      If a non-qualified optionee shall retire after attaining 55 years of age
      and elects to receive a benefit under any of the Company’s qualified or
      non-qualified retirement plans, the option shall terminate three years
      after the date of the optionee's retirement (but no later than the
      expiration date of the option). If the non-qualified optionee shall die
      within such three year (or shorter) period, the optionee's estate or any
      person who acquires the right to exercise such option by bequest,
      inheritance or by reason of the death of the optionee shall have the right
      to exercise the option during such period, or during the period ending one
      year after the optionee's death, if longer, to the same extent as the
      optionee would have had if he or she had
  survived.

            


    

     

    
      	
              vii.  

            	
              Termination
      of Employment by Death. If a non-qualified optionee shall die while in the
      employ of the Company or a Subsidiary, Affiliate or Joint Venture Company
      the optionee's estate or any person who acquires the right to exercise
      such option by bequest, inheritance or by reason of the death of the
      optionee shall have the right to exercise the option within three years
      from the date of the optionee's death (but not later than the expiration
      date of the option or one year after the optionee's death, whichever is
      later), without regard to whether the right to exercise such option shall
      have otherwise accrued.

            


    

     

    
      	
              viii.  

            	
              Non-Transferability.
      No stock option shall be transferable other than by last will and
      testament, or by the laws of descent and distribution. During the
      optionee's lifetime, the option shall be exercisable only by the
      optionee.

            


    

     

    
      	
              c.  

            	
              Incentive
      Stock Options. An option which is designated as an "incentive stock
      option" is intended to qualify as an incentive stock option as defined in
      subsection (b) of Section 422 of the Code, and the provisions of this Plan
      and the terms of any such option shall be interpreted accordingly. An
      incentive stock option may only be issued to employees of the Company or
      its Subsidiaries, may only be exercised until the date which is three
      months after the optionee's employment by the Company or its Subsidiaries
      has been terminated (except where such termination is by reason of
      disability (as described above), where the three month period is extended
      to one year, or death, where this requirement does not apply), and for
      purposes of incentive stock options, employment shall mean continuous
      employment (either full or part time) within the meaning of Treasury
      Regulation Section 1.4217(h)(2). Incentive stock options shall expire in
      all events after the expiration of ten years from the date of its
      grant.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    7. PERFORMANCE-BASED
STOCK AWARDS

     

    
      	
              a.  

            	
              Grants.
      Subject to the provisions of the Plan, including but not limited to the
      provisions of Subparagraphs (b), (c) and (d) of this Paragraph 7 of the
      Plan, the Committee shall have full and final authority in its discretion
      (a) to determine the employees to be awarded Performance-Based Stock
      Awards; (b) to determine the number of shares of Common Stock which may be
      issued pursuant to each Performance-Based Stock Award; (c) to determine
      the time or times at which the Performance-Based Stock Awards will be
      granted; (d) to determine the Plan Cycle and Award Period Objectives, as
      such terms are hereinafter defined, with respect to each Performance-Based
      Stock Award; and (e) to prescribe the form or forms of the instruments
      evidencing the awards under the Plan (which forms shall be consistent with
      the Plan but need not be
identical).

            


    

     

    
      	
              b.  

            	
              Term
      of Performance-Based Stock Awards. All Performance-Based Stock Awards
      granted under the Plan shall be subject to the following
      provisions:

            


    

     

    
      	
              i.  

            	
              General.
      The Committee may award Performance-Based Stock Awards which will entitle
      the employee to whom the award is made to be issued shares of Common Stock
      upon the expiration of the Plan Cycle if the Award Period Objectives with
      respect to such Performance-Based Stock Awards specified in the award are
      attained.  It is intended that any Performance-Based Stock
      Awards under the Plan satisfy all requirements for “performance-based
      compensation” within the meaning of Section 162(m) of the Internal Revenue
      Code of 1986, as amended, where
applicable.

            


    

     

    
      	
              ii.  

            	
              Award
      Period Objectives. Each fiscal year that awards are made under the Plan,
      the Committee shall establish a schedule of Award Period Objectives
      applicable to Awards granted in that
year.

            


    

     

    
      	
              A.  

            	
              A
      separate schedule of Award Period Objectives may be established for Awards
      to (I) a defined group of employees, such as the employees of a
      Subsidiary, Affiliate, Joint Venture Company or business group within the
      Company, or (II) an individual
employee.

            


    

     

    
      	
              B.  

            	
              As
      determined by the Committee in its sole discretion, either the granting or
      vesting of such Performance-Based Stock Awards shall be based on
      achievement of hurdle rates and/or growth rates in one or more business
      criteria that apply to the individual participant, one or more business
      units, or the Company as a whole. The business criteria shall be as
      follows, individually or in combination: (I) net income; (II) earnings per
      share; (III) revenue; (IV) net sales growth; (V) market share; (VI)
      operating income; (VII) expenses; (VIII) working capital; (IX) operating
      margin; (X) return on equity; (XI) return on assets; (XII) market price
      per share; (XIII) total return to stockholders; (XIV) cash flow; (XV) free
      cash flow; (XVI) return on investment; (XVII) earnings before interest,
      taxes, depreciation and amortization; (XVIII) earnings before interest,
      taxes and amortization; (XIX) global profit contribution; (XX) economic
      value added; and (XXI) objectively quantifiable customer or constituency
      satisfaction. In addition, the performance targets may include comparisons
      to performance of other companies or indices using one or more of the
      foregoing business criteria. The Committee may provide in any target award
      that any evaluation of performance exclude any of the following events
      that occurs during a performance period: (a) asset write-downs; (b)
      litigation or claim judgments or settlements; (c) the effect of changes in
      tax law, accounting principles or methodology, or other laws or
      provisions affecting reported results; (d) accruals for reorganization and
      restructuring programs; (e) any non-recurring items as described in
      management's discussion and analysis of financial condition and results of
      operations appearing in the Company's annual report to stockholders for
      the applicable year; (f) acquisitions or divestitures; (g) any
      non-required contributions to the Company pension plan; (h) foreign
      exchange gains and losses; and (i) cash capital expenditures for
      facilities acquisition or
construction.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              C.  

            	
              The
      Committee will establish in writing the Award Period Objectives applicable
      to a given period. Such Award Period Objectives will state, in terms of an
      objective formula or standard, the method for computing the amount of
      compensation payable to the participant if such Award Period Objectives
      are obtained. The Committee will also establish in writing the individual
      employees or class of employees to which such Award Period Objectives
      apply. The Committee will establish such Award Period Objectives and the
      employees to which such Award Period Objectives apply no later than 90
      days after the commencement of the relevant
  period.

            


    

     

    
      	
              D.  

            	
              No
      Performance-Based Stock Award will be payable to, or vest with respect to,
      as the case may be, any participant for a given fiscal period until the
      Committee certifies in writing that the Award Period Objectives (and any
      other material terms) applicable to such period have been
      satisfied.

            


    

     

    
      	
              E.  

            	
              After
      establishment of an Award Period Objective, the Committee shall not revise
      such Award Period Objective in a manner that would increase the amount of
      compensation otherwise payable in respect of the award, or increase the
      amount of compensation payable thereunder (as determined in accordance
      with Section 162(m) of the Code) upon the attainment of such Award Period
      Objective. Nothwithstanding the preceding sentence, the Committee may
      reduce or eliminate the number of shares of Common Stock or cash granted
      or the number of shares of Common Stock vested upon the attainment of such
      Award Period Objective.

            


    

     

    
      	
              F.  

            	
              Award
      Period Objectives may be stated in terms of results at the end of the Plan
      Cycle, of cumulative results during the entire Plan Cycle, in terms of
      results during each fiscal year within the Plan Cycle, or any combination
      of the above.

            


    

     

    
      	
              G.  

            	
              The
      attainment of any Award Period Objectives established by the Committee
      shall be determined by the Committee and its determination shall be
      conclusive and binding on the employee, any beneficiary of the employee,
      and the Company. In making such determination, the Committee may refer to
      and rely upon the certified financial statements contained in the
      Company's annual report filed with the Securities and Exchange Commission,
      other financial statements of the Company, relevant economic or financial
      indices, reports prepared by the Company's independent public accountants
      or, with respect to business objectives not stated in financial terms,
      upon reports or statements of officers of the
  Company.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              iii.  

            	
              Termination
      of Employment. If the employment of any employee to whom a
      Performance-Based Stock Award is made (the "grantee") shall be terminated
      by the Company, Subsidiary, an Affiliate, or a Joint Venture Company, as
      the case may be, with or without cause, or by the grantee for any reason
      during the performance period, or as result of death, the
      Performance-Based Stock Award and the right to receive shares of Common
      Stock which may have been earned under the Award shall be forfeited.
      Notwithstanding the foregoing, the Committee, in its discretion exercised
      in an award agreement or other written agreement, may waive such
      forfeiture, or may determine that only a portion of the Performance-Based
      Stock Award shall be forfeited pursuant to the foregoing provisions of
      this Subparagraph.

            


    

     

    
      	
              iv.  

            	
              Plan
      Cycle. All Performance-Based Stock Awards under the Plan shall have a Plan
      Cycle of not less than two fiscal years nor more than five fiscal years.
      The first fiscal year of the Plan shall be the year in which the award is
      made or the year following, as
designated.

            


    

     

    
      	
              c.  

            	
              Rights
      under Performance-Based Stock Awards. Until shares of Common Stock are
      issued pursuant to a Performance-Based Stock Award, the grantee shall have
      no right to receive dividends or other distributions with respect to such
      shares or to vote such shares. The grantee's rights with respect to a
      Performance-Based Stock Award shall not be transferable other than by last
      will and testament, or by the laws of descent and distribution. In the
      event of the death of the grantee, his or her estate or any person who
      acquires his or her interest in the Performance-Based Stock Award by
      bequest or inheritance or by reason of the death of the grantee, shall
      only have such rights, if any, with respect to the decedent's
      Performance-Based Stock Award as the Committee, pursuant to Subparagraph
      7(b)(iii) may determine.

            


    

     

    
      	
              d.  

            	
              Alternative
      Cash Awards. The Committee may provide in the terms of the
      Performance-Based Stock Award that a grantee of Performance-Based Stock
      Awards may elect, at such time as the Committee may specify, and in
      accordance with the rules and regulations under Code Section 409A, to
      receive cash in lieu of, and in an amount equal in value to, all or part
      of the shares of Common Stock which would otherwise be issued to the
      grantee.

            


    

     

    8. RESTRICTED
STOCK

     

    
      	
              a.  

            	
              Awards.
      Subject to the provisions of the Plan, the Committee shall have full and
      final authority in its discretion (i) to determine the employees to be
      awarded shares of Common Stock as Restricted Stock (shares subject to
      forfeiture); (ii) to determine the number of shares of Common Stock which
      shall be issued pursuant to each award; (iii) to determine the time or
      times at which the awards will be granted; (iv) to determine whether the
      vesting of the Restricted Stock will be based upon, in any manner,
      achievement of performance targets; (v) to determine the period (the
      "Restricted Period") during which the shares of Restricted Stock shall be
      subject to forfeiture in whole or part; (vi) to provide or not to provide
      for forfeiture of Restricted Stock in whole or in part (in addition to
      forfeiture on account of termination of employment as provided in
      Subparagraph 8(d)) if specified Award Period Objectives (of the kind
      described in Paragraph 7(b)(ii)) are not met during the Restricted Period;
      and (vii) to prescribe the form or forms of the instruments evidencing the
      awards of Restricted Stock under the Plan (which forms shall be consistent
      with the Plan but need not be
identical).

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              b.  

            	
              Restricted
      Period. Time-based Restricted Stock will have a vesting schedule of no
      less than three years.  During the Restricted Period the grantee
      shall not be permitted to sell, transfer, pledge or assign the shares of
      Restricted Stock, except that such shares may be used, if the award
      permits, to pay the option price of any option granted under the Plan (or
      any prior stock option plan of the Company), provided an equal number of
      shares delivered to the optionee shall carry the same restrictions and be
      subject to the same provisions regarding forfeiture as the shares so
      used.

            


    

     

    
      	
              c.  

            	
              Other
      Vesting Provisions.  Up to an aggregate of 10% of the maximum
      number of shares that may be issued under the Plan subject to paragraphs
      7, 8 and 9 may be made without the minimum vesting requirements contained
      in paragraphs 7, 8 and 9, notwithstanding any Full-Value Awards that are
      accelerated in the event of a Change in Control or a grantee’s disability,
      retirement or death.

            


    

     

    
      	
              d.  

            	
              Death
      or Permanent Disability. Shares of Restricted Stock shall not be forfeited
      as a result of the grantee's death or his or her termination of employment
      by reason of permanent disability, as determined by the Committee. The
      Committee may require medical evidence of permanent disability, including
      medical examinations by physicians selected by it. Such shares shall
      remain subject to forfeiture if the Award Period Objectives, if any,
      specified in the award are not met.

            


    

     

    
      	
              e.  

            	
              Termination
      of Employment. Shares of Restricted Stock shall be forfeited and revert to
      the Company upon the grantee's termination of employment during the
      Restricted Period for any reason other than death or permanent disability,
      except to the extent the Committee, in its discretion, determines that a
      lesser number of shares of Restricted Stock or no shares of Restricted
      Stock shall be forfeited pursuant to the foregoing provisions of this
      subparagraph (e).

            


    

     

    
      	
              f.  

            	
              Stock
      Certificates. Stock certificates for Restricted Stock shall be registered
      in the name of the grantee but shall be appropriately legended and
      returned to the Company by the grantee, together with a stock power,
      endorsed in blank by the grantee. The grantee shall be entitled to vote
      shares of Restricted Stock and shall be entitled to all dividends paid
      thereon, except that dividends paid in Common Stock or other property
      (other than cash) shall also be subject to the same
      restrictions.

            


    

     

    
      	
              g.  

            	
              Lapse
      of Restrictions. Restricted Stock shall become free of the foregoing
      restrictions upon expiration of the applicable Restricted Period and the
      Company shall deliver new certificates with the restrictive legend deleted
      evidencing such stock.

            


    

     

    9. PERFORMANCE
AWARDS

     

    
      	
              a.  

            	
              Performance
      Awards may be granted at any time and from time to time, as shall be
      determined by the Committee. The Committee shall have complete discretion
      in determining the number, amount and timing of such Performance Awards
      granted to each employee. Such performance awards may be in the form of
      shares of Common Stock or cash. Performance Awards may be granted as
      either long-term or short-term incentives. Performance targets may be
      based upon, without limitation, Company-wide, business unit and/or
      individual performance.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              b.  

            	
              Payment
      of earned Performance Awards shall be made in accordance with terms and
      conditions prescribed or authorized by the Committee.  All
      Performance  Awards will have a vesting schedule of no less than
      one year.

            


    

     

    10. CHANGE OF
CONTROL

     

    a. Definitions:

     

    
      	
              i.  

            	
              “Change
      of Control” shall mean an event which shall occur if there is: (i) a
      change in the ownership of the Corporation; (ii) a change in the effective
      control of the Corporation; or (iii) a change in the ownership of a
      substantial portion of the assets of the
  Corporation.

            


    

     

    
      	
              ii.  

            	
              For
      purposes of this Section, a change in the ownership occurs on the date on
      which any one person, or more than one person acting as a group (as
      defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), acquires ownership
      of stock that, together with stock held by such person or group
      constitutes more than 50% of the total fair market value or total voting
      power of the stock of the
Corporation.

            


    

     

    
      	
              iii.  

            	
              A
      change in the effective control occurs on the date on which either (i) a
      person, or more than one person acting as a group (as defined in Treasury
      regulations 1.409A-2(i)(5)(v)(B)), acquires ownership of stock possessing
      30% or more of the total voting power of the stock of the Corporation,
      taking into account all such stock acquired during the 12-month period
      ending on the date of the most recent acquisition, or (ii) a majority of
      the members of the Board of Directors is replaced during any 12-month
      period by directors whose appointment or election is not endorsed by a
      majority of the members of such Board of Directors prior to the date of
      the appointment or election, but only if no other corporation is a
      majority shareholder.

            


    

     

    
      	
              iv.  

            	
              A
      change in the ownership of a substantial portion of assets occurs on the
      date on which any one person, or more than one person acting as a group
      (as defined in Treasury regulations 1.409A-2(i)(5)(v)(B)), other than a
      person or group of persons that is related to the Corporation, acquires
      assets that have a total gross fair market value equal to or more than 40%
      of the total gross fair market value of all of the assets of the
      Corporation immediately prior to such acquisition or acquisitions, taking
      into account all such assets acquired during the 12-month period ending on
      the date of the most recent
acquisition.

            


    

     

    
      	
              v.  

            	
              The
      determination as to the occurrence of a Change of Control shall be based
      on objective facts and in accordance with the requirements of Code Section
      409A and the regulations promulgated
thereunder.

            


    

     

    
      	
              b.  

            	
              Effect
      on Stock Options. Notwithstanding any other provision to the contrary,
      upon a Change of Control (as hereinabove defined), all options granted
      under the Plan shall become immediately exercisable up to the full number
      of shares covered by the option. In addition, following a Change of
      Control, the optionee may elect to surrender such option (in whole or in
      part) and to receive in exchange for the option (or the part thereof)
      surrendered within five days after such surrender, an amount in cash equal
      to the number of shares covered by the option (or the part thereof)
      surrendered multiplied by the excess of (a) the higher of (x) the closing
      price for the shares covered by the option (or the part thereof)
      surrendered as reported by the New York Stock Exchange (or any exchange on
      which the shares may be listed) on the date of such surrender or, if no
      shares were traded on that date, on the next preceding date on which the
      shares were traded, or (y) the highest per share price for shares of the
      same class actually paid in connection with any such Change of Control,
      over (b) the exercise price of the shares covered by the option (or the
      part thereof) surrendered. The optionee must exercise the election granted
      herein within 60 days after such Change of
  Control.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              c.  

            	
              Effect
      on Performance-Based Stock Awards and Performance Awards. The Committee
      shall specify in the award whether, and to what extent, in the event of a
      Change of Control, an employee shall be issued shares of Common Stock or
      cash with regard to Performance-Based Stock Awards and Performance Awards
      held by such employee.

            


    

     

    
      	
              d.  

            	
              Effect
      on Restricted Stock. Following a Change of Control, all shares of
      Restricted Stock which would otherwise remain subject to the restrictions
      provided for in the Award shall be free of such
    restrictions.

            


    

     

    
      	
              11.  

            	
              LEGAL
      REQUIREMENTS. The exercise of an option, payment by delivery of the
      Company’s Common Stock or Class B Common Stock, the issuance of shares
      pursuant to such exercise or pursuant to a Performance-Based Stock Award
      or Performance Award, and the subsequent transfer of shares of Restricted
      Stock shall be conditioned upon compliance with the listing requirements
      of any securities exchange upon which the Common Stock of the Company may
      be listed, the requirements of the Securities Act of 1933, as amended, and
      the Exchange Act, and the requirements of applicable state laws relating
      to authorization, issuance or sale of securities, and the Committee may
      take such measures as it deems desirable to secure compliance with the
      foregoing.

            


    

     

    
      	
              12.  

            	
              CHANGE
      IN CAPITAL STOCK. The total number of shares for which options may be
      granted under the Plan, the number of shares of Common Stock which may be
      awarded under the Plan generally or to any individual (directly or
      pursuant to Performance-Based Stock Award or Performance Award), the
      number of shares covered and the purchase price of any option granted
      under the Plan, the number of shares covered by a Performance-Based Stock
      Award or a Performance Award, or the number of shares of Restricted Stock
      which are subject to forfeiture, and the Award Period Objectives or
      performance targets shall be appropriately or equitably adjusted for any
      change in the outstanding shares of Common Stock of the Company through
      recapitalization, stock split, stock dividend or other change in the
      corporate structure, or through merger or consolidation in which the
      Company is the surviving corporation; provided, however, that any such
      arithmetic adjustment to a Performance-Based Stock Award or Award Period
      Objective shall not cause the amount of compensation payable thereunder to
      be increased from what otherwise would have been due upon attainment of
      the unadjusted award or objective.  Such adjustments and the
      manner of application thereof shall be determined by the Committee in its
      discretion.  Any such adjustment may provide for the elimination
      of any fractional share, which might otherwise become subject to an option
      or to be issued pursuant to a Performance-Based Stock Award, Performance
      Award, or Restricted Stock.

            


    

     

    
      	
              13.  

            	
              DISSOLUTION,
      LIQUIDATION OR MERGER.  In the event of dissolution or
      liquidation of the Company, or a merger or consolidation in which the
      Company is not the surviving corporation, or in the event of a sale of all
      or substantially all of the assets of the Company, any outstanding options
      hereunder shall terminate, provided that each optionee shall, in such
      event, have the right upon the adoption by the Board of Directors or
      shareholders of the Company of a plan or resolutions approving or
      authorizing such dissolutions, liquidation, or merger, consolidation in
      which the Company is not the surviving corporation, or such sale of
      assets, to exercise his or her option in whole or in part, without regard
      to whether the right to exercise such option shall have otherwise
      accrued.  The Committee may specify in each Performance Award,
      or may thereafter determine whether, and to what extent, the employee
      shall be issued shares of Common Stock with respect to such award in the
      event such plan or resolutions are adopted.  In the event such
      plan or resolutions are adopted, all shares of Restricted Stock shall
      fully vest and no longer be subject to
  forfeiture.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              14.  

            	
              RIGHT
      TO TERMINATE EMPLOYMENT; BENEFITS UNDER OTHER PLANS.  The right
      of the Company or any of its Subsidiaries, Affiliates or Joint Venture
      Companies, to terminate or change the employment of any employee at any
      time with or without cause shall not be restricted by this Plan or the
      grant of an option or the grant of Performance-Based Stock Awards or
      Performance Awards or Restricted Stock hereunder.  No employee
      shall be deemed to receive compensation or realize earnings for purposes
      of determining benefits under any pension, profit sharing, life insurance,
      salary continuation or other employee benefit plan as a result of
      receiving or exercising an option pursuant to the Plan or as a result of
      receiving or retaining a Performance-Based Stock Award, Restricted Stock
      or cash in lieu thereof.

            


    

     

    


     

    15. COMPETITION
WITH THE COMPANY.

     

    
      	
              a.  

            	
              The
      Committee, in its discretion, may include as a term of any employee’s
      option agreement a provision that, if the employee voluntarily terminates
      his or her employment with the Company or its Subsidiaries, Affiliates, or
      Joint Venture Companies, or is terminated for cause (as determined by the
      Committee), and within a period of six months after such termination,
      shall directly or indirectly, engage in a competing activity (as defined
      hereinafter), the employee shall be required to remit to the Company, with
      respect to the exercise of any option by the employee on or after the date
      six months prior to such termination an amount equal to the excess
      of:

            


    

     

    
      	
              i.  

            	
              the
      fair market value per shares of the Company’s Common Stock on the date of
      exercise of such option multiplied by the number of shares with respect to
      which the option is exercised, over

            


    

     

    
      	
              ii.  

            	
              the
      aggregate purchase price of such number of
  shares.

            


    

     

    
      	
              b.  

            	
              The
      Committee may, at its discretion, as a condition of any award to an
      employee of a Performance-Based Stock Award, Performance Award or
      Restricted Stock, provide that, if the employee voluntarily terminates his
      or her employment with the Company or is terminated for cause (as
      determined by the Committee) and within a period of six months after such
      termination shall, directly or indirectly, engage in a competing activity
      (as hereinafter defined), the employee shall be required to remit to the
      company, with respect to any shares of Common Stock issued or if issued
      subject to any conditions, with respect to any shares which became fully
      vested on or after the date six months prior to such termination, the fair
      market value of such shares on the date of issuance or vesting,
      applicable.

            


    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
      	
              c.  

            	
              Any
      remittance to the Company required by Subparagraphs (b) or (c) shall be
      payable in cash or by delivery of shares of Common Stock of the Company
      duly assigned to the Company or by a combination of the
      foregoing.  Any such shares so delivered shall be deemed to have
      a value per share equal to the fair market value of the shares on such
      date of issuance or vesting.

            


    

     

    
      	
              d.  

            	
              Neither
      of the foregoing provisions of this Paragraph 15 shall apply in the event
      of a Change of Control as defined in Subparagraph 10(a) or in the event of
      a dissolution, liquidation, merger or consolidation referred to in
      Paragraph 13.

            


    

     

    
      	
              e.  

            	
              For
      purposes of this Paragraph 15 (except as otherwise defined in the option
      agreement) an employee is deemed to be "engaged in a competing activity"
      if he or she owns, manages, controls, is employed by, or otherwise engages
      in or assists another to engage in any activity or which competes with any
      business or activity of the Company in which the employee was engaged or
      involved, at the time of the employee's
  termination.

            


    

     

    
      	
              16.  

            	
              WITHHOLDING
      TAX. The Committee may adopt and apply rules that will ensure that it will
      be able to comply with applicable provisions of any federal, state or
      local law relating withholding of tax on amounts includible in the
      employee's income, including but not limited-to the amount, if any,
      includible in income on the exercise of an option or the expiration of the
      Plan Cycle or the Restricted Period. A grantee of a Performance-Based
      Stock Award, Performance Award or Restricted Stock shall be required to
      pay withholding taxes to the Company; in the case of Restricted Stock upon
      the expiration of the Restricted Period or such earlier date as may be
      required by an election pursuant to Section 83 of the Code, and in the
      case of a Performance-Based Stock Award or performance Award upon issuance
      of the Common Stock or cash. The grantee of a non-qualified option shall
      be required to pay withholding taxes to the Company upon the exercise of
      the option. The Company shall have the right in its discretion, with the
      consent of the grantee, and subject to compliance with any applicable
      rules and regulations of the Securities and Exchange Commission, to
      satisfy the withholding tax liability arising from the exercise of a
      non-qualified option, the issuance of stock arising from a Performance-
      Based Stock Award, or a Performance Award, or the release of Restricted
      Stock, by retaining shares of Common Stock or cash otherwise deliverable
      to the grantee pursuant to procedures approved by the
      Committee.

            


    

     

    
      	
              17.  

            	
              MODIFICATION
      AND TERMINATION OF PLAN. The Board of Directors may at any time terminate,
      in whole or in part, or from time to time modify the Plan. Notwithstanding
      the foregoing, the Board of Directors shall not, without the approval of
      the shareholders, increase the number of shares of stock available for
      grants of options or grants of awards under the Plan or the number of
      shares available for grants of options or awards in any one calendar year
      to any one individual under the Plan; materially increase overall the
      benefits accruing to participants under the Plan; disqualify any incentive
      stock options granted under the Plan; increase the maximum amount which
      can be paid to an individual under the Plan; change the types of business
      criteria on which Performance-Based Stock Awards are to be based under the
      Plan; or modify the requirements as to eligibility for participation in
      the Plan.

            


    

     

    Notwithstanding
any such modification of the Plan, any option or award theretofore granted to an
employee under the Plan shall not be affected except pursuant to Paragraph 18,
below.

     

    
      	
              18.  

            	
              MODIFICATION
      OF OPTIONS AND AWARDS. Except in connection with a corporate transaction
      involving the Company (including, without limitation, any stock dividend,
      stock split, extraordinary cash dividend, recapitalization,
      reorganization, merger, consolidation, split-up, spin-off, combination, or
      exchange of shares), the terms of outstanding awards may not be amended to
      reduce the exercise price of outstanding options or SARs or cancel
      outstanding options or SARs in exchange for cash, other awards or options
      or SARs with an exercise price that is less than the exercise price of the
      original options or SARs without stockholder
  approval.

            


    

     

    
      	
              19.  

            	
              EFFECTIVE
      AND TERMINATION DATES. The Plan shall be effective as of June 18, 2009,
      the date it was adopted by the Committee and ratified by the Board of
      Directors, but shall be subject to the approval of the shareholders of the
      Company. The Plan shall be submitted for approval of the shareholders at
      the first annual meeting of shareholders held subsequent to the adoption
      of the Plan.  If at said meeting or adjournment thereof the
      shareholders do not approve the Plan, the Plan shall terminate and any
      Stock Options, Performance-Based Stock Awards, Performance Awards or
      Restricted Stock granted under this Plan shall be forfeited. No
      awards shall be granted under the Plan after the Annual Meeting of
      Shareholders in September 2014.