ex10_8.htm


    
Exhibit 10.8

      As
amended May 21, 2008

      


      


      


      COMPOSITE
VERSION OF

      2005

      RAYMOND
JAMES FINANCIAL, INC.

      RESTRICTED
STOCK PLAN

      


      Initially
effective February 17, 2005 and amended on February 16, 2006, May 24, 2006,
November 27, 2006 ( the November 27, 2007 amendments were approved by
shareholders on February 15, 2007),  August 22, 2007 and May 21, 2008
(the May 21, 2008 amendment is indicated by bold typeface).

      


      


      


      SECTION
1

      PURPOSE
OF THE PLAN

      


      The name
of this plan is THE 2005 RAYMOND JAMES FINANCIAL, INC. RESTRICTED STOCK PLAN
(the "Plan").
The purpose of the Plan is to enable RAYMOND JAMES FINANCIAL, INC. (the
"Company") and its Subsidiaries to attract, retain and motivate employees and
independent contractors associated with the Company, to compensate them for
their contributions or anticipated contributions to the growth and profits of
the Company and to encourage ownership of stock in the Company on the part of
such personnel. The Plan provides incentives to employees and independent
contractors associated with the Company or to be associated with the Company,
which are linked directly to increases in stockholder value and will therefore
inure to the benefit of all stockholders of the Company.

      


      SECTION
2

      DEFINITIONS

      


      For
purposes of the Plan, the following terms shall be defined as set forth
below:

      


      (a)           "Board" means the
Board of Directors of the Company. If one or more Committees have been appointed
by the Board to administer the Plan, "Board" shall refer to such Committee,
except where the context otherwise requires or the terms hereof provide for
authority to be exercised or decisions made by the Board in direct relation to
the Committee.

      


      (b)           "Cause" means termination
by the Company or a Subsidiary of a Participant's employment or association with
the Company upon (i) the willful and continued failure by such Participant to
substantially perform his duties with the Company or a Subsidiary (other than
any such failure resulting from incapacity due to physical or mental illness),
or (ii) the willful engaging by a Participant in conduct which is demonstrably
and materially injurious to the Company or a Subsidiary, monetarily or
otherwise. For purposes of this Subsection, no act, or failure to act, on a
Participant's part shall be deemed "willful" unless done, or omitted to be done,
by such Participant not in good faith and without reasonable belief that his
action or omission was in the best interest of the Company or a
Subsidiary.

      


      (c)           "Code" means the
Internal Revenue Code of 1986, as amended from time to time.

      


      (d)           "Committee" means the
Compensation Committee of the Board, appointed by the Board from among its
members and shall consist of not less than three members thereof who are and
shall remain Committee members only so long as they remain "disinterested
persons" as defined in Rule 16b-3 under the Securities Exchange Act of 1934, as
amended (the "1934 Act").

      


      (e)           "Disability" means
permanent and total disability as determined under the Company's long-term
disability plan.

      


      (f)           "Eligible Person"
means an employee or a potential employee of the Company or any Subsidiary as
well as independent contractors associated with or to be associated with the
Company or its Subsidiaries as described in Section
3.

      


      (g)           "Participant" means an
Eligible Person selected or ratified for selection by the Committee or a senior
executive officer of the Company, pursuant to the Committee’s authority or the
officer’s authority, as the case may be, in Section 6, to receive
an Award of Restricted Stock or of an Award of a Restricted Stock
Unit.


      
        
           


        

        
          131

          
            

          

        

        
           


        

      


      


      (h)           "Restricted
Period" means the period during which the restrictions on the Restricted
Stock or the Restricted Stock Unit are in effect.

      


      (i)           "Restricted Stock"
means an award of shares of Stock that is subject to the restrictions set forth
in Section
5.

      


      (j)           "Restricted Stock
Unit" means an award of the right to receive Stock or cash or a
combination thereof upon settlement that is subject to the restrictions set
forth in Section
5A.

      


      (k)           "Retirement" means,
unless otherwise defined in the documented grant of the specific award to the
Participant, a Participant’s separation of service from the Company or any
Subsidiary after attainment of age 65.

      


      (l)           "Section 16(a) Person"
means any officer or director of the Company or any Subsidiary who is subject to
the reporting requirements of Section 16(a) of the 1934 Act.

      


      (m)           "Stock" means the
common stock of the Company, $.01 par value.

      


      (n)           "Subsidiary" means any
corporation (other than the Company) 50% or more of the total combined voting
power of all classes of stock of which is owned, directly or indirectly, by the
Company.

      


      SECTION
3

      ELIGIBILITY
AND PARTICIPATION

      


      Employees of the Company and its
Subsidiaries and/or persons being recruited for employment, as well as
independent contractors associated with and/or being recruited for association
with the Company or its Subsidiaries, who are or will be responsible for or
contribute to the management, growth and/or profitability of the Company or its
Subsidiaries shall be eligible to participate in the Plan. The Participants
under the Plan shall be selected from time to time by the Committee, in its sole
discretion, from among Eligible Persons.

      


      SECTION
4

      AMOUNT
AND FORM OF AWARDS

      


      (a)           The
Committee, in its sole discretion, shall determine and grant the awards of
Restricted Stock and Restricted Stock Units to be granted under the Plan,
provided, however, that awards under this Plan may be determined and granted by
senior executive officers of the Company, based on recommendations of various
departments or Subsidiaries of the Company, in connection with the initial
association of an individual who upon association will qualify as an Eligible
Person.  A Participant will receive such awards in Restricted Stock or
Restricted Stock Units, as designated in the grant.

      


      (b)           The
maximum number of shares of Stock which may be issued under the Plan as
Restricted Stock or which may be covered by Restricted Stock Units, when
aggregated, shall be (1) 4,250,000 in total and (2) 1,350,000 in any fiscal year,
subject to adjustment as provided in Section 7, and, with respect to any
Restricted Stock, such shares may be authorized but unissued shares, or
previously issued shares reacquired by the Company, or both.  In the
event Restricted Stock or a Restricted Stock Unit is forfeited prior to the end
of the Restricted Period, the shares of Stock so forfeited or the number of
shares to which the forfeited Restricted Stock Unit relates, shall immediately
become available for future awards.

      


      SECTION
5

      RESTRICTED
STOCK

      


      (a)           The
number of shares of Restricted Stock awarded to a Participant under the Plan
will be determined in accordance with Section 4(a).  For purposes of
this Plan, the fair market value of Stock for an award will be the Stock’s
closing price on the New York Stock Exchange or the last sale price on any other
national securities exchange registered under the Securities and Exchange Act of
1934, as amended, upon which the Stock is then listed on such date, or if the
Stock was not traded on such date, on the next preceding day on which sales of
shares of the Stock were reported, all as determined by the
Committee.

      



      
        
           


        

        
          132

          
            

          

        

        
           


        

      


      


      (b)           A
"book entry" (i.e., a computerized or manual entry) shall be made in the records
of the Company to evidence an award of shares of Restricted Stock to a
Participant. All shares of Restricted Stock shall be held in an individual
account for each Participant until the Restricted Period (as defined in Section 5(c)) has
expired. Such Company records shall, absent manifest error, be binding on the
Participants.

      


      (c)           The
shares of Restricted Stock awarded pursuant to this Section 5 shall be subject
to the restrictions and conditions set forth in the underlying contracts with
the Participants and/or as set forth in the documented grant of any award
pursuant to this Plan to the Participants.

      


      (d)           Unless
the Committee in its sole discretion shall determine otherwise at or prior to
the time of the grant of any award, the Participant shall have the right to
direct the vote of his shares of Restricted Stock during the Restricted Period.
The Participant shall have the right to receive any regular dividends on such
shares of Restricted Stock. The Committee shall in its sole discretion determine
the Participant's rights with respect to extraordinary dividends on the shares
of Restricted Stock.

      


      (e)           Shares
of Restricted Stock shall be delivered to the Participant in accordance
with Section
9(a) promptly after, and only after, the Restricted Period shall expire
(or such earlier time as the restrictions may lapse in accordance with Section 5(c))
without forfeiture in respect of such shares of Restricted Stock.

      


      (f)           Subject
to the provisions of
Section 5(c), the following provisions shall apply to a Participant's
shares of Restricted Stock prior to the end of the Restricted Period (including
extensions):

      


      
        	
                (i)

              	
                Upon
      the death or Disability of a Participant, the restrictions on his or her
      Restricted Stock shall immediately lapse. Upon the death of a Participant,
      such Participant's Restricted Stock shall transfer to the Participant's
      beneficiary as such beneficiary is designated on a form provided by the
      Company, or if no beneficiary is so designated, by will or the laws of
      descent and distribution.

              


      

      


      
        	
                (ii)

              	
                Upon
      the Retirement of a Participant, and after satisfaction of a non-compete
      provision as set forth below, any unvested Restricted Stock shall vest on
      a pro-rated basis (with the pro-ration being determined by comparing
      completed years of service since the date of initial award to the vesting
      schedule or by such other pro-ration method as may otherwise be set forth
      in the underlying contract with the Participant or in the documented grant
      of the specific award to the Participant). For purposes of this
      subparagraph (f)(ii), a Participant shall be deemed to have not satisfied
      the non-compete provision if the Participant, within one year after the
      date of retirement:

              


      

      


      
        	
                (1)  

              	
                discloses
      the list of the Company's or a Subsidiary's customers or any part thereof
      to any person, firm, corporation, association, or other entity for any
      reason or purpose whatsoever; or

              


      

      


      
        	
                (2)  

              	
                discloses
      to any person, firm, corporation, association, or other entity any
      information regarding the Company's or a Subsidiary's general business
      practices or procedures, methods of sale, list of products, personnel
      information and any other valuable confidential business or professional
      information unique to the Company's or a Subsidiary's business;
      or

              


      

      


      
        	
                (3)  

              	
                owns
      more than five per cent (5%) of, manages, operates, controls, is employed
      by, acts as an agent for, participates in or is connected in any manner
      with the ownership, management, operation or control of any business which
      is engaged in businesses which are competitive to the business of the
      Company or a Subsidiary; and are located within a radius of 100 miles of
      any location where participant was employed or which was under the
      supervision, management or control of the participant;
  or

              


      

      



      
        
           


        

        
          133

          
            

          

        

        
           


        

      


      


      
        	
                (4)  

              	
                solicits
      or calls either for himself/herself or any other person or firm, any of
      the customers of the Company or a Subsidiary on whom the Participant
      called, with whom the Participant became acquainted, or of whom the
      Participant learned of during his employment;
or

              


      

      


      
        	
                (5)  

              	
                solicits
      any of the employees or agents of the Company or a Subsidiary to terminate
      their employment or relationship with the Company or a
      Subsidiary.

              


      

      


      


      
        	
                (iii)

              	
                It
      is the intention of the Company and its Subsidiaries that this paragraph
      (f) be given the broadest protection allowed by law with regard to the
      restrictions herein contained. Each restriction set forth in this
      paragraph (f) shall be construed as a condition separate and apart from
      any other restriction or condition. To the extent that any restriction
      contained in this paragraph (f) is determined by any court of competent
      jurisdiction to be unenforceable by reason of it being extended for too
      great a period of time, or as encompassing too large a geographic area, or
      over too great a range of activity, or any combination of these elements,
      then such restriction shall be interpreted to extend only over the maximum
      period of time, geographic area, and range of activities which said court
      deems reasonable and enforceable.

              


      

      


      
        	
                (iv)

              	
                If
      a Participant voluntarily terminates employment, or if a Participant is
      involuntarily terminated for Cause, such Participant shall forfeit his or
      her Restricted Stock for which the Restricted Period has not expired on
      the date that the Participant voluntarily terminates employment or is
      involuntarily terminated for Cause.

              


      

      


      SECTION
5A

      RESTRICTED
STOCK UNITS

      


      (a)           The
number of Restricted Stock Units awarded to a Participant under the Plan will be
determined in accordance with Section 4(a).  For purposes of this
Plan, the fair market value of Stock for an award will be the Stock’s closing
price on the New York Stock Exchange or the last sale price on any other
national securities exchange registered under the Securities and Exchange Act of
1934, as amended, upon which the Stock is then listed on such date, or if the
Stock was not traded on such date, on the next preceding day on which sales of
shares of the Stock were reported, all as determined by the
Committee.  In the event the Committee provides for alternative
methods for grants of awards, the Committee, in its sole discretion, may provide
for alternative methods of determining the fair market value of Stock for such
awards, and may also provide for alternative forfeiture provisions, so long as
the alternative methods or provisions do not (i) materially increase the
benefits, (ii) materially increase the number of Restricted Stock Units issued
or (iii) materially modify the eligibility requirements applicable to Section
16(a) Persons.

      


      (b)           A
"book entry" (i.e., a computerized or manual entry) shall be made in the records
of the Company to evidence an award of Restricted Stock Units to a Participant,
but no "book entry" shall be made in the stock records of the Company at the
time of an award of a Restricted Stock Unit.  All Restricted Stock
Units shall be recorded in an individual account for each Participant until the
Restricted Period (as defined in Section 5A(c)) has
expired.  Such Company records shall, absent manifest error, be
binding on the Participants.

      


      (c)           The
Restricted Stock Units awarded pursuant to this Section 5A shall be
subject to the restrictions and conditions set forth in the underlying contracts
with the Participants and/or as set forth in the documented grant of any award
pursuant to this Plan to the Participants.

      


      (d)           With
respect to a Restricted Stock Unit, no certificate for shares of stock shall be
issued at the time the grant is made (nor shall any "book entry" be made in the
stock records of the Company) and the Participant shall have no right to or
interest in shares of stock of the Company as a result of the grant of
Restricted Stock Units.


      
        
           


        

        
          134

          
            

          

        

        
           


        

      


      


      (e)           Dividend
equivalents may be credited in respect of Restricted Stock Units, as the
Committee deems appropriate.  Such dividend equivalents may be paid in
cash or converted into additional Restricted Stock Units by dividing (1) the
aggregate amount or value of the dividends paid with respect to that number of
shares of Stock equal to the number of Restricted Stock Units then credited by
(2) the fair market value per share of Stock on the payment date for such
dividend.  The additional Restricted Stock Units credited by reason of
such dividend equivalents will be subject to all of the terms and conditions of
the underlying Restricted Stock Award to which they relate.

      


      (f)           Any
shares of Stock that may be issued in satisfaction of a Restricted Stock Unit
delivered under the Plan shall be delivered to the Participant in accordance
with Section
9(a) promptly after, and only after, the Restricted Period shall expire
(or such earlier time as the restrictions may lapse in accordance with Section 5A(g))
without forfeiture in respect of such Restricted Stock Unit.

      


      (g)           Subject
to the provisions of
Section 5A(c), the following provisions shall apply to a Participant's
Restricted Stock Unit prior to the end of the Restricted Period (including
extensions):

      


      (i)           Upon
the death or Disability of a Participant, the restrictions on his or her
Restricted Stock Unit shall immediately lapse.  Upon the death of a
Participant, such Participant's Restricted Stock Unit shall transfer to the
Participant's beneficiary as such beneficiary is designated on a form provided
by the Company, or if no beneficiary is so designated, by will or the laws of
descent and distribution.

      


      
        	
                (ii)

              	
                Upon
      the Retirement of a Participant, and after satisfaction of a non-compete
      provision as set forth below, any unvested Restricted Stock Unit shall
      vest on a pro-rated basis (with the pro-ration being determined by
      comparing completed years of service since the date of initial award to
      the vesting schedule or by such other pro-ration method as may otherwise
      be set forth in the underlying contract with the Participant or in the
      documented grant of the specific award to the Participant). For purposes
      of this subparagraph (g)(ii), a Participant shall be deemed to have not
      satisfied the non-compete provision if the Participant, within one year
      after the date of retirement:

              


      

      


      
        	
                 
      

              	
                (1)

              	
                discloses
      the list of the Company's or a Subsidiary's customers or any part thereof
      to any person, firm, corporation, association, or other entity for any
      reason or purpose whatsoever; or

              


      

      


      
        	
                 
      

              	
                (2)

              	
                discloses
      to any person, firm, corporation, association, or other entity any
      information regarding the Company's or a Subsidiary's general business
      practices or procedures, methods of sale, list of products, personnel
      information and any other valuable confidential business or professional
      information unique to the Company's or a Subsidiary’s business;
      or

              


      

      


      
        	
                 
      

              	
                (3)

              	
                owns
      more than five per cent (5%) of, manages, operates, controls, is employed
      by, acts as an agent for, participates in or is connected in any manner
      with the ownership, management, operation or control of any business which
      is engaged in businesses which are competitive to the business of the
      Company or a Subsidiary; and are located within a radius of 100 miles of
      any location where participant was employed or which was under the
      supervision, management or control of the participant;
  or

              


      

      


      
        	
                 
      

              	
                (4)

              	
                solicits
      or calls either for himself/herself or any other person or firm, any of
      the customers of the Company or a Subsidiary on whom the Participant
      called, with whom the Participant became acquainted, or of whom the
      Participant learned of during his employment;
or

              


      

      


      
        	
                (5)  

              	
                solicits
      any of the employees or agents of the Company or a Subsidiary to terminate
      their employment or relationship with the Company or a
      Subsidiary.

              


      


      
        
           


        

        
          135

          
            

          

        

        
           


        

      


      


      (iii)           It
is the intention of the Company and its Subsidiaries that this paragraph (g) be
given the broadest protection allowed by law with regard to the restrictions
herein contained.  Each restriction set forth in this paragraph (g)
shall be construed as a condition separate and apart from any other restriction
or condition.  To the extent that any restriction contained in this
paragraph (g) is determined by any court of competent jurisdiction to be
unenforceable by reason of it being extended for too great a period of time, or
as encompassing too large a geographic area, or over too great a range of
activity, or any combination of these elements, then such restriction shall be
interpreted to extend only over the maximum period of time, geographic area, and
range of activities which said court deems reasonable and
enforceable.

      


      (iv)           If
a Participant voluntarily terminates employment, or if a Participant is
involuntarily terminated for Cause, such Participant shall forfeit his or her
Restricted Stock Unit for which the Restricted Period has not expired on the
date that the Participant voluntarily terminates employment or is involuntarily
terminated for Cause.

      


      (h)           The
Committee shall have the power and authority, directly or indirectly, to
establish or to cause to be established a trust for purpose of purchasing Stock
on the open market, holding such Stock and using such Stock to satisfy the
Company’s obligations under grants of Restricted Stock Units.  If the
trust is established to satisfy the Company’s obligations with respect to grants
of Restricted Stock Units to Participants resident in Canada, such trust may be
structured to qualify as an "employee benefit plan" within the meaning assigned
by the Income Tax Act
(Canada).

      


      SECTION
6

      ADMINISTRATION

      


      The Plan
shall be administered by the Committee.

      


      The
Committee (and senior executive officers in the case of initial association
grants) shall have the power and authority to grant Restricted Stock and
Restricted Stock Units to Participants, pursuant to the terms of the
Plan.

      


      In
particular, the Committee (and senior executive officers in the case of initial
association grants) shall have the authority:

      


      (i)           to
select or ratify the selection of Eligible Persons;

      


      (ii)           to
determine whether and to what extent Restricted Stock or a Restricted Stock Unit
is to be granted to Participants hereunder or ratify the grant
thereof;

      


      (iii)           to
determine the number of shares of Stock to be covered by such award granted
hereunder or ratify the grant thereof;

      


      (iv)           to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any award granted hereunder (including, but not limited to, the Restricted
Period and the other conditions of full vesting of the Restricted Stock or the
Restricted Stock Units) or to ratify the grant thereof; and

      


      (v) to
determine or ratify the determination of the terms and conditions, not
inconsistent with the terms of the Plan, which shall govern all
documentation  evidencing the Restricted Stock or the Restricted Stock
Unit.

      


      In the event of an initial association
grant of Restricted Stock or Restricted Stock Units effectuated by action of a
senior executive officer, the terms and conditions of such grant shall be
reported to the Committee at the Committee’s next meeting for informational
purposes only, it being understood that such report shall not in any way be a
condition to the effectiveness of the grant.


      
        
           


        

        
          136

          
            

          

        

        
           


        

      


      


      The Committee shall have the authority
to adopt, alter and repeal such administrative rules, guidelines and practices
governing the Plan as it shall, from time to time, deem advisable; to interpret
the terms and provisions of the Plan and any award issued under the Plan; and to
otherwise supervise the administration of the Plan.  All decisions
made by the Committee pursuant to the provisions of the Plan shall be final and
binding on all persons, including the Company, its Subsidiaries and the
Participants.

      


      The Committee may delegate the
administrative details and management of the Plan to members of the Company's
management and staff.  No such delegation shall affect the Committee’s
right to make final decisions with respect to any matter arising under the
Plan.

      


      


      SECTION
7

      ADJUSTMENTS
UPON A CHANGE IN COMMON STOCK

      


      In the event of any change in the
outstanding Stock of the Company by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event that may equitably require an adjustment in the
number or kind of shares that may be issued under the Plan pursuant to Section 4(b) or
covered by an award under the Plan, then in such event (i) appropriate
adjustment shall automatically be made in the maximum number and kind of shares
remaining available for issuance under the Plan, and (ii) appropriate adjustment
shall automatically be made in the number or kind of shares covered by an award
under the Plan.  The Committee may take any additional action it deems
necessary, in accordance with its sole discretion, to further confirm such
adjustments and any automatic adjustments and any such additional action shall
be conclusive and binding for all purposes of the Plan.

      


      SECTION
8

      AMENDMENT
AND TERMINATION

      


      The Plan may be amended from time to
time or terminated at any time and from time to time by the Committee, subject
to shareholder approval where required by federal or state
law.  Neither an amendment to the Plan nor the termination of the Plan
shall adversely affect any right of any Participant with respect to any
Restricted Stock or Restricted Stock Unit theretofore granted without such
Participant's written consent.

      


      SECTION
9

      GENERAL
PROVISIONS

      


      (a)           All
shares of Restricted Stock and any shares of Stock that may be issued in
satisfaction of a Restricted Stock Unit delivered under the Plan after the
Restricted Period has expired shall be distributed in accordance with the
instructions of each Participant.  Such shares of Stock shall be
subject to such stop transfer orders and other restrictions as the Committee may
deem advisable under the rules, regulations, and other requirements of the
Securities and Exchange Commission, any stock exchange upon which the Stock is
then listed, and any applicable federal or state securities law.

      


      (b)           Nothing
contained in the Plan shall prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such approval is
required; and such arrangements may be either generally applicable or applicable
only in specific cases. The adoption of the Plan shall not confer upon any
employee of the Company or any Subsidiary nor any independent contractors
associated with the Company or its Subsidiaries any right to continued
employment or association with the Company or a Subsidiary, as the case may be,
nor shall it interfere in any way with the right of the Company or a Subsidiary
to terminate the employment of any of its employees or terminate the association
of any independent contractors associated with the Company or its Subsidiaries
at any time.

      


      (c)           No
member of the Board or the Committee, nor any officer or employee of the Company
acting on behalf of the Board or the Committee, shall be personally liable for
any action, determination, or interpretation taken or made in good faith with
respect to the Plan, and all members of the Board or the Committee and each and
any officer or employee of the Company acting on their behalf shall, to the
extent permitted by law, be fully indemnified and protected by the Company in
respect of any such action, determination or interpretation.


      
        
           


        

        
          137

          
            

          

        

        
           


        

      


      


      (d)           During
the Restricted Period, a Participant's rights and interest under the Plan may
not be sold, assigned or transferred in whole or in part either directly or by
operation of law or otherwise (except in the event of a Participant's death)
including, but not by way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy or in any other manner and no such right or
interest of any Participant in the Plan shall be subject to any obligation or
liability of such Participant.

      


      (e)           The
Company and its Subsidiaries shall have the right to deduct from any payment
made under the Plan any federal, state, provincial or local income or other
taxes required by law to be withheld with respect to such payment.  It
shall be a condition to the obligation of the Company to issue shares of Stock
upon the lapse of restrictions on Restricted Stock and a condition to the
issuance of any shares of Stock to satisfy a Restricted Stock Unit upon the
lapse of restrictions on the Restricted Stock Unit that the Participant (i) pay
to the Company, upon its demand,  such amount as may be requested by
the Company for the purpose of satisfying any liability to withhold federal,
state, provincial  or local income or other taxes and (ii) provide the
Company with a copy of the election, if required, under Section 83 of the Code,
or any amendment thereto (the "Section 83 Election") as filed with the Internal
Revenue Service.  If the amount requested is not paid and the copy of
the Section 83 Election, if required, is not provided, the Company may refuse to
issue shares of Stock until such time as the Participant so
complies.  Unless the Committee shall in its sole discretion determine
otherwise, payment for taxes required to be withheld may be made in whole or in
part by an election by a Participant, in accordance with rules adopted by the
Committee from time to time, to have the Company withhold shares of Stock
otherwise issuable pursuant to the Plan having a fair market value equal to such
tax liability, to be determined in such reasonable manner as may be provided for
from time to time by the Committee or as may be required in order to comply with
or to conform to the requirements of any applicable or relevant laws or
regulations.

      


      (f)           The
Plan is intended to comply with all applicable conditions of Rule 16b-3 of the
1934 Act or any successor statute, rule or regulation. All transactions
involving any Section 16(a) Person shall be subject to the conditions set forth
in Rule 16b-3, regardless of whether such conditions are expressly set forth in
the Plan. Any provision of the Plan that is contrary to Rule 16b-3 shall not
apply to Section 16(a) Persons.

      


      (g)           This
Plan is intended in all respects to comply with the provisions of Section 409A
of the Code and the Company shall interpret and administer the Plan in a manner
consistent with Section 409A.  In accordance with Prop. Reg.
§ 1.409A-3(h)(2)(vi) (or any subsequent corresponding provision of law),
should there be a final determination that this Plan fails to meet the
requirements of Section 409A and the regulations thereunder with respect to any
Participant, the Company may distribute to the Participant an amount not to
exceed the amount required to be included in income as a result of the failure
to comply with the requirements of Section 409A and the
regulations.

      


      SECTION
10

      EFFECTIVE
DATE OF PLAN

      


      The Plan, as amended to increase the
number of shares, shall be effective as of the date of approval of the Plan by
the shareholders of the Company or such other date as the shareholders of the
Company so determine.