exv4w5







Exhibit 4.5




DISCOVERY HOLDING COMPANY

TRANSITIONAL STOCK ADJUSTMENT PLAN

(As Assumed by Discovery Communications, Inc.)




ARTICLE I

Purpose and Amendment of Plan




     1.1 Purpose. The purpose of the Plan is to provide for the supplemental grant of both
stock options to purchase the common stock of Discovery Holding Company (“DHC”) and of restricted
shares of DHC’s common stock to holders of certain outstanding options, stock appreciation rights
and restricted shares issued under certain stock-based plans administered by Liberty Media
Corporation (“LMC”) in connection with adjustments made to outstanding LMC stock incentive awards
and restricted shares of LMC common stock as a result of the 2005 spin off of DHC from LMC.
Discovery Communications, Inc. (the “Company”) is assuming the Plan as a result of the transaction
completed by the Company and DHC on September 17, 2008 (the “Closing Date”), in which the Company
became the new publicly traded parent of DHC.



     1.2 Amendment and Restatement of Plan. The Plan is amended and restated as of September
17, 2008 to reflect the assumption by the Company of the Plan as described above.



ARTICLE II

Definitions




     2.1 Definitions. For purposes of the Plan, the following terms shall have the meanings
below stated.



          “Approved Transaction” means any transaction in which the Board (or, if approval of
the Board is not required as a matter of law, the stockholders of the Company) shall approve
(i) any consolidation or merger of the Company, or binding share exchange, pursuant to which shares
of Common Stock of the Company would be changed or converted into or exchanged for cash,
securities, or other property, other than any such transaction in which the common stockholders of
the Company immediately prior to such transaction have the same proportionate ownership of the
Common Stock of, and voting power with respect to, the surviving corporation immediately after such
transaction, (ii) any merger, consolidation or binding share exchange to which the Company is a
party as a result of which the Persons who are common stockholders of the Company immediately prior
thereto have less than a majority of the combined voting power of the outstanding capital stock of
the Company ordinarily (and apart from the rights accruing under special circumstances) having the
right to vote in the election of directors immediately following such merger, consolidation or
binding share exchange, (iii) the adoption of any plan or proposal for the liquidation or
dissolution of the Company, or (iv) any sale, lease, exchange or other transfer (in one transaction
or a series of related transactions) of all, or substantially all, of the assets of the Company.




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




          “Board Change” means, during any period of two consecutive years, individuals who at
the beginning of such period constituted the entire Board cease for any reason to constitute a
majority thereof unless the election, or the nomination for election, of each new director was
approved by a vote of at least two-thirds of the directors then still in office who were directors
at the beginning of the period.




          “Code” means the Internal Revenue Code of 1986, as amended from time to time, or any
successor statute or statutes thereto. Reference to any specific Code section shall include any
successor section.




          “Committee” means the committee of the Board appointed to administer this Plan
pursuant to Article VII.




          “Common Stock” each or any (as the context may require) series of the common stock
of DHC for all periods prior to the Closing Date and of the Company for all periods following the
Closing Date.




          “Company” means Discovery Communications, Inc., a Delaware corporation, and any
successor thereto.




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          “Control Purchase” means any transaction (or series of related transactions) in
which (1) any person (as such term is defined in Sections 13(d)(3) and 14(d)(2) of the Exchange
Act), corporation or other entity (other than the Company, any Subsidiary of the Company or any
employee benefit plan sponsored by the Company or any Subsidiary of the Company) shall purchase any
Common Stock of the Company (or securities convertible into Common Stock of the Company) for cash,
securities or any other consideration pursuant to a tender offer or exchange offer, without the
prior consent of the Board, or (2) any person (as such term is so defined), corporation or other
entity (other than the Company, any Subsidiary of the Company, any employee benefit plan sponsored
by the Company or any Subsidiary of the Company or any Exempt Person (as defined below)) shall
become the "beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing 20% or more of the combined
voting power of the then outstanding securities of the Company ordinarily (and apart from the
rights accruing under special circumstances) having the right to vote in the election of directors
(calculated as provided in Rule 13d-3(d) under the Exchange Act in the case of rights to acquire
the Company’s securities), other than in a transaction (or series of related transactions) approved
by the Board. For purposes of this definition, "Exempt Person” means each of (a) the Chairman of
the Board, the President and each of the directors of DHC as of the Distribution Date, and (b) the
respective family members, estates and heirs of each of the persons referred to in clause (a) above
and any trust or other investment vehicle for the primary benefit of any of such persons or their
respective family members or heirs. As used with respect to any person, the term "family member”
means the spouse, siblings and lineal descendants of such person.




          “Distribution” means the distribution by LMC to the holders of LMC Common Stock of
all of the issued and outstanding shares of Common Stock of DHC in its spin-off from LMC.




          “Distribution Date” means the date on which the Distribution occurred.




          “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          “Fair Market Value” of a share of any series of Common Stock on any day means the
last sale price (or, if no last sale price is reported, the average of the high bid and low asked
prices) for a share of such series of Common Stock on such day (or, if such day is not a trading
day, on the next preceding trading day) as reported on the consolidated transaction reporting
system for the principal national securities exchange on which shares of such series of Common
Stock are listed on such day or if such shares are not then listed on a national securities
exchange, then as reported on Nasdaq. If for any day the Fair Market Value of a share of the
applicable series of Common Stock is not determinable by any of the foregoing means, then the Fair
Market Value for such day shall be determined in good faith by the Committee on the basis of such
quotations and other considerations as the Committee deems appropriate.




          “Incentive Plan” means the Liberty Media Corporation 2000 Incentive Plan (As Amended
and Restated Effective April 19, 2004 ) and any other stock option or incentive plan assumed by LMC
pursuant to which any Participant held an outstanding LMC Award as of the Record Date. Depending on
the context, “Incentive Plan” shall mean all of such plans or a particular one of such plans.




          “LMC” means Liberty Media Corporation, a Delaware corporation.




          “LMC Award” means (1) an unexercised and unexpired option to purchase LMC Common
Stock, (2) an LMC SAR or (3) an unvested award of restricted shares of LMC Common Stock.




          “LMC Committee” means the Incentive Plan Committee of the Board of Directors of LMC.




          “LMC Common Stock” means each or any (as the context may require) series of LMC’s
common stock.




          “LMC Corporate Holder” means an individual who, as of Record Date, is (1) an LMC
employee, (2) a member of the Board of Directors of LMC or (3) a holder of unvested restricted
shares of LMC Common Stock. The Committee may, in its discretion, determine that (i) an individual
who does not meet any of the foregoing criteria should be classified as an LMC Corporate Holder or
(ii) an individual who otherwise would qualify as an LMC Corporate Holder, should not be classified
as such.




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          “LMC SAR” means a stock appreciation right with respect to any series of LMC Common
Stock.




          “Nasdaq” means The NASDAQ Stock Market.




          “Option” means an option to purchase Common Stock, granted by the Company to a
Participant pursuant to Section 6.1 of the Plan.




          “Participant” means a person who is an LMC Corporate Holder and who, as of the
Record Date, holds an outstanding LMC Award.




          “Person” means an individual, corporation, limited liability company, partnership,
trust, incorporated or unincorporated association, joint venture or other entity of any kind.




          “Plan” means the Discovery Holding Company Transitional Stock Adjustment Plan (As
Assumed by Discovery Communications, Inc.) as set forth herein and as from time to time amended.




          “Record Date” means 5:00 p.m., New York City time, on July 15, 2005.




          “Restricted Stock Award” means an award of restricted shares of Common Stock,
granted by the Company to a Participant pursuant to Section 5.1.




          “Stock Incentives” refers collectively to Restricted Stock Awards and Options.




          “Subsidiary” of a Person means any present or future subsidiary (as defined in
Section 424(f) of the Code) of such Person or any business entity in which such Person owns,
directly or indirectly, 50% or more of the voting, capital or profits interests. An entity shall be
deemed a subsidiary of a Person for purposes of this definition only for such periods as the
requisite ownership or control relationship is maintained.




ARTICLE III

Reservation of Shares




          The aggregate number of shares of Common Stock which may be issued under this Plan
shall not exceed 5,600,000 shares, subject to adjustment as hereinafter provided. Any part of such
5,600,000 shares may be issued pursuant to Restricted Stock Awards. The shares of Common Stock
which may be granted pursuant to Stock Incentives will consist of either authorized but unissued
shares of Common Stock or shares of Common Stock which have been issued and reacquired by the
Company, including shares purchased in the open market. The total number of shares authorized under
this Plan shall be subject to increase or decrease in order to give effect to the adjustment
provision of Section 9.3 and to give effect to any amendment adopted as provided in Section 8.1.




ARTICLE IV

Participation in Plan




     4.1 Eligibility to Receive Stock Incentives. Stock Incentives under this Plan may be
granted only to persons who are Participants.



     4.2 Participation Not Guarantee of Employment. Nothing in this Plan or in the instrument
evidencing the grant of a Stock Incentive shall in any manner be construed to limit in any way the
right of the Company, LMC or any of their respective Subsidiaries to terminate a Participant’s
employment at any time, without regard to the effect of such termination on any rights such
Participant would otherwise have under the Plan or any Incentive Plan, or give any right to such a
Participant to remain employed by the Company, LMC or any of their respective Subsidiaries in any
particular position or at any particular rate of compensation.





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ARTICLE V

Stock Awards



     5.1 Grant of Restricted Stock Awards.


     (a) Grant. Restricted Stock Award(s) shall be granted to each Participant who, as of the
Record Date, holds an outstanding LMC Award(s) consisting of unvested restricted shares of LMC
Common Stock.



     (b) Award of Shares. Each Restricted Stock Award shall be for the same series of Common
Stock as the corresponding award of restricted shares of LMC Common Stock to which such Restricted
Stock Award relates. The number of shares of Common Stock covered by a Restricted Stock Award shall
be 0.10 shares of Common Stock for each share of LMC Common Stock under the corresponding award of
restricted shares of LMC Common Stock which such Restricted Stock Award replaces; provided,
however, no fractional shares of Common Stock shall be awarded under a Restricted Stock Award, and,
if the foregoing adjustment results in any fractional shares, LMC will deliver cash in lieu of such
fractional share interest to the applicable Participant in the same manner as cash in lieu of
fractional share interests is paid to record holders of LMC Common Stock in the Distribution. Each
Restricted Stock Award and the restricted shares of Common Stock issued thereunder shall continue
to be subject to all the terms and conditions of the applicable Incentive Plan and associated
instrument under which the corresponding award of restricted shares of LMC Common Stock was made
and any such terms, conditions and restrictions as may be determined to be appropriate by the
Committee.



     (c) Lapse of Restrictions. The restrictions on each Restricted Stock Award shall lapse in
accordance with the terms and conditions of the applicable Incentive Plan and associated instrument
under which the corresponding award of restricted shares of LMC Common Stock was made; provided,
however, that a Participant’s employment or service with the Company, LMC or any of their
respective Subsidiaries shall be deemed to be employment or service with the Company and LMC for
all purposes under a Restricted Stock Award.



     (d) Award Documentation. Restricted Stock Awards shall be evidenced in such form as the
Committee shall approve and contain such terms and conditions as shall be contained therein or
incorporated by way of reference to the Incentive Plan or any associated instrument governing the
corresponding award of restricted shares of LMC Common Stock, which need not be the same for all
Restricted Stock Awards.



     (e) Rights with Respect to Shares. No Participant who is granted a Restricted Stock Award
shall have any rights as a stockholder by virtue of such grant until shares are actually issued or
delivered to the Participant.



ARTICLE VI

Options




     6.1 Grant of Options.



     (a) Grant. Option(s) shall be granted to each Participant who, as of the Record Date,
holds an outstanding LMC Award(s) consisting of an option to purchase shares of LMC Common Stock or
an LMC SAR. Except as otherwise provided in this Plan, each Option shall continue to be subject to
all the terms and conditions of the applicable Incentive Plan and associated instrument under which
the corresponding option to purchase LMC Common Stock or LMC SAR (to the extent such terms and
conditions would be applicable to the grant of an Option) was made and any such terms, conditions
and restrictions as may be determined to be appropriate by the Committee.



     (b) Option Shares. Each Option shall be for the same series of Common Stock as the
corresponding option for LMC Common Stock or LMC SAR to which such Option relates. The number of
shares of Common Stock exercisable under an Option shall be the number of shares of Common Stock
that a Participant would have received in the Distribution if the applicable option for LMC Common
Stock had been exercised immediately prior to the Record Date or, in the case of an LMC SAR, the
same number of shares of Common Stock that would have been received in the Distribution if the LMC
SAR has been an option exercised immediately prior to the Record Date for the number of shares of
LMC Common Stock, subject to the LMC SAR; provided, however, no fractional shares of Common Stock
shall be awarded under an Option, and, if the conversion of an option to purchase shares of LMC
Common Stock or an LMC SAR into an Option results in any fractional shares, the number of shares of
Common Stock to be exercisable under an Option shall be rounded up to the nearest whole number of
shares.



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     (c) Option Price. The purchase price per share of Common Stock under each Option shall be
established by the Committee. The Option price shall be subject to adjustment in accordance with
the provisions of Section 9.3 hereof.



     (d) Option Documentation. Options shall be evidenced in such form as the Committee shall
approve and contain such terms and conditions as shall be contained therein or incorporated by way
of reference to the Incentive Plan or any associated instrument governing the corresponding option
to purchase LMC Common Stock or LMC SAR (to the extent such terms and conditions would be
applicable to the grant of an Option), which need not be the same for all Options.



     6.2 Exercise and/or Termination of Options.



     (a) Terms of Option. Options granted under this Plan may be exercised at the same time
and in the same manner as the corresponding option to purchase LMC Common Stock or LMC SAR (to the
extent applicable to the grant of an Option). Options granted under this Plan shall expire at the
same time and in the same manner as the corresponding option to purchase LMC Common Stock or LMC
SAR (to the extent applicable to the grant of an Option), as provided in the applicable Incentive
Plan and any associated instrument governing such option to purchase LMC Common Stock or LMC SAR;
provided, however, that a Participant’s employment or service with the Company, LMC or any of their
respective Subsidiaries shall be deemed to be employment or service with the Company and LMC for
all purposes under an Option.



     (b) Payment on Exercise. No shares of Common Stock shall be issued on the exercise of an
Option unless paid for in full at the time of purchase. Payment for shares of Common Stock
purchased upon the exercise of an Option and any amounts required under Section 9.4 shall be
determined by the Committee and may consist of (i) cash, (ii) check, (iii) promissory note (subject
to applicable law), (iv) whole shares of any series of Common Stock, (v) the withholding of shares
of the applicable series of Common Stock issuable upon such exercise of the Option, (vi) the
delivery, together with a properly executed exercise notice, of irrevocable instructions to a
broker to deliver promptly to the Company the amount of sale or loan proceeds required to pay the
purchase price, or (vii) any combination of the foregoing methods of payment, or such other
consideration and method of payment as may be permitted for the issuance of shares under the
Delaware General Corporation Law. The permitted method or methods of payment of the amounts payable
upon exercise of an Option, if other than in cash, shall be set forth in the applicable Option
agreement and may be subject to such conditions as the Committee deems appropriate.



     (c) Value of Shares. Unless otherwise determined by the Committee and provided in the
applicable Option agreement, shares of any series of Common Stock delivered in payment of all or
any part of the amounts payable in connection with the exercise of an Option, and shares of any
series of Common Stock withheld for such payment, shall be valued for such purpose at their Fair
Market Value as of the exercise date.



     (d) Issuance of Shares. The Company shall effect the transfer of the shares of Common
Stock purchased under the Option as soon as practicable after the exercise thereof and payment in
full of the purchase price therefor and of any amounts required by Section 9.4, and within a
reasonable time thereafter, such transfer shall be evidenced on the books of the Company. Unless
otherwise determined by the Committee and provided in the applicable Option agreement, (i) no
Participant or other person exercising an Option shall have any of the rights of a stockholder of
the Company with respect to shares of Common Stock subject to an Option granted under the Plan
until due exercise and full payment has been made, and (ii) no adjustment shall be made for cash
dividends or other rights for which the record date is prior to the date of such due exercise and
full payment.



ARTICLE VII

Administration of Plan




     7.1 The Committee. This Plan shall be administered solely by the Compensation Committee
of the Board or such other committee of the Board as the Board shall designate to administer the
Plan. A majority of the Committee shall constitute a quorum thereof and the actions of a majority
of the Committee at a meeting at which a quorum is present, or actions unanimously approved in
writing by all members of the Committee, shall be the actions of the Committee. Vacancies occurring
on the Committee shall be filled by the Board. The Committee shall have full and final authority to
interpret this Plan and any instruments evidencing Stock Incentives granted hereunder, to
prescribe, amend and rescind rules and regulations, if any, relating to this Plan and to make all
determinations necessary or advisable for the administration of this Plan. The Committee’s
determination in all matters referred to herein shall be conclusive and binding for all purposes
and upon all persons including, but without limitation, the
Company, LMC, the shareholders of the Company, the shareholders of LMC, the Committee and each of
the members thereof, and the Participants, and their respective successors in interest. The
Committee may delegate any of its rights, powers and duties to any one or more of its members, or
to any other person, by written action as provided herein, acknowledged in writing by the delegate
or delegates, except that the Committee may not delegate to any person the authority to grant Stock
Incentives to, or take other action with respect to, Participants who are subject to Section 16 of
the Exchange Act. Such delegation may include, without limitation, the power to execute any
documents on behalf of the Committee.



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     7.2 Liability of Committee. No member of the Committee shall be liable for any action or
determination made or taken by him or the Committee in good faith with respect to the Plan. The
Committee shall have the power to engage outside consultants, auditors or other professionals to
assist in the fulfillment of the Committee’s duties under this Plan at the Company’s expense.



     7.3 Determinations of the Committee. The Committee may, in its sole discretion, waive any
provisions of any Stock Incentive, provided such waiver is not inconsistent with the terms of the
applicable Incentive Plan, any associated instrument or this Plan as then in effect.



ARTICLE VIII

Amendment and Termination of Plan




     8.1 Amendment, Modification, Suspension or Termination. The Board may from time to time
amend, modify, suspend or terminate the Plan for the purpose of meeting or addressing any changes
in legal requirements or for any other purpose permitted by law except that (i) subject to Section
9.6, no amendment or alteration that would impair the rights of any Participant under any Stock
Incentive awarded to such Participant shall be made without such Participant’s consent and (ii) no
amendment or alteration shall be effective prior to approval by the Company’s shareholders to the
extent such approval is then required pursuant to applicable legal requirements or the applicable
requirements of the securities exchange on which the Company’s Common Stock is listed. With the
consent of the Participant, or as otherwise permitted under Section 9.6, and subject to the terms
and conditions of the Plan, the Committee may amend outstanding Stock Incentive agreements with any
Participant, including any amendment which would (i) accelerate the time or times at which the
Stock Incentive may be exercised and/or (ii) extend the scheduled expiration date of the Stock
Incentive.



     8.2 Termination. The Board may at any time terminate this Plan as of any date specified
in a resolution adopted by the Board. If not earlier terminated, this Plan shall terminate on the
last date that any Option granted hereunder may be exercised or any restriction applicable to a
Restricted Stock Award granted hereunder has lapsed, whichever occurs later.



ARTICLE IX

Miscellaneous Provisions




     9.1 Exclusion from Pension and Profit-Sharing Computation. By acceptance of a Stock
Incentive, unless otherwise provided in the applicable Stock Incentive agreement, each Participant
shall be deemed to have agreed that such Stock Incentive is special incentive compensation that
will not be taken into account, in any manner, as salary, compensation or bonus in determining the
amount of any payment under any pension, retirement or other employee benefit plan, program or
policy of the Company or any Subsidiary of the Company. In addition, each beneficiary of a deceased
Participant shall be deemed to have agreed that such Stock Incentive will not affect the amount of
any life insurance coverage, if any, provided by the Company on the life of the Participant which
is payable to such beneficiary under any life insurance plan covering employees of the Company or
any Subsidiary of the Company.



     9.2 Government and Other Regulations. The obligation of the Company with respect to Stock
Incentives shall be subject to all applicable laws, rules and regulations and such approvals by any
governmental agencies as may be required, including the effectiveness of any registration statement
required under the Securities Act of 1933, and the rules and regulations of any securities exchange
or association on which the Common Stock may be listed or quoted. For so long as any series of
Common Stock is registered under the Exchange Act, the Company shall use its reasonable efforts to
comply with any legal requirements (i) to maintain a registration statement in effect under the
Securities Act of 1933 with respect to all shares of the applicable series of Common Stock that may
be issued to Participants under the Plan and (ii) to file in a timely manner all reports required
to be filed by it under the Exchange Act.



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     9.3 Adjustments.



     (a) If the Company subdivides its outstanding shares of any series of Common Stock into a
greater number of shares of such series of Common Stock (by stock dividend, stock split,
reclassification, or otherwise) or combines its outstanding shares of any series of Common Stock
into a smaller number of shares of such series of
Common Stock (by reverse stock split, reclassification, or otherwise) or if the Committee
determines that any stock dividend, extraordinary cash dividend, reclassification,
recapitalization, reorganization, split-up, spin-off, combination, exchange of shares, warrants or
rights offering to purchase such series of Common Stock or other similar corporate event (including
mergers or consolidations other than those which constitute Approved Transactions, adjustments with
respect to which shall be governed by Section 9.3(b)) affects any series of Common Stock so that an
adjustment is required to preserve the benefits or potential benefits intended to be made available
under the Plan, then the Committee, in such manner as the Committee, in its sole discretion, deems
equitable and appropriate, shall make such adjustments to any or all of (i) the number and kind of
shares of stock subject to outstanding Stock Incentives, and (ii) the purchase or exercise price
with respect to any of the foregoing, provided, however, that the number of shares subject to any
Stock Incentive shall always be a whole number. Notwithstanding the foregoing, if all shares of any
series of Common Stock are redeemed, then each outstanding Stock Incentive shall be adjusted to
substitute for the shares of such series of Common Stock subject thereto the kind and amount of
cash, securities or other assets issued or paid in the redemption of the equivalent number of
shares of such series of Common Stock and otherwise the terms of such Stock Incentive, including,
in the case of Options or similar rights, the aggregate exercise price, shall remain constant
before and after the substitution (unless otherwise determined by the Committee and provided in the
applicable Stock Incentive agreement). The Committee may, if deemed appropriate, provide for a cash
payment of a Stock Incentive to a Participant in connection with any adjustment made pursuant to
this Section 9.3(a).



     (b) Approved Transactions; Board Change; Control Purchase. In the event of any Approved
Transaction, Board Change or Control Purchase, notwithstanding any contrary waiting period,
installment period, vesting schedule or restriction period in any Stock Incentive agreement or in
the Plan, unless the applicable Stock Incentive agreement provides otherwise: (i) in the case of an
Option, each such outstanding Option granted under the Plan shall become exercisable in full in
respect of the aggregate number of shares covered thereby; and (ii) in the case of Common Stock
awarded under a Restricted Stock Award, any restriction period applicable to each such Common Stock
shall be deemed to have expired and all such Common Stock shall become vested. Notwithstanding the
foregoing, unless otherwise provided in the applicable Stock Incentive agreement, the Committee
may, in its discretion, determine that any or all outstanding Stock Incentives of any or all types
granted pursuant to the Plan will not vest or become exercisable on an accelerated basis in
connection with an Approved Transaction if effective provision has been made for the taking of such
action which, in the opinion of the Committee, is equitable and appropriate to substitute a new
Stock Incentive or to assume such Stock Incentive and to make such new or assumed Stock Incentive,
as nearly as may be practicable, equivalent to the old Stock Incentive (before giving effect to any
acceleration of the vesting or exercisability thereof), taking into account, to the extent
applicable, the kind and amount of securities, cash or other assets into or for which the
applicable series of Common Stock may be changed, converted or exchanged in connection with the
Approved Transaction.



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     9.4 Withholding of Taxes. The Company’s obligation to deliver shares of Common Stock or
pay cash in respect of any Stock Incentives under the Plan shall be subject to applicable federal,
state and local tax withholding requirements. Federal, state and local withholding tax due upon the
exercise of any Option or upon the vesting of, or expiration of restrictions with respect to Common
Stock granted under Restricted Stock Awards, may, in the discretion of the Committee, be paid in
shares of the applicable series of Common Stock already owned by the Participant or through the
withholding of shares otherwise issuable to such Participant, upon such terms and conditions
(including the conditions referenced in Section 6.2) as the Committee shall determine. If the
Participant shall fail to pay, or make arrangements satisfactory to the Committee for the payment
of, all such federal, state and local taxes required to be withheld with respect to a Stock
Incentive, then the Company shall, to the extent permitted by law, have the right to deduct from
any payment of any kind otherwise due to such Participant an amount equal to any federal, state or
local taxes of any kind required to be withheld with respect to such Stock Incentive.



     9.5 Restrictions on Benefit. Notwithstanding any provision of this Plan to the contrary,
the provisions of any Incentive Plan concerning restrictions on benefits (in order to avoid excise
taxes on the Participant under Section 4999 of the Code or the disallowance of a deduction to the
Company pursuant to Section 280G of the Code) are specifically incorporated by this reference.



     9.6 Section 409A. Notwithstanding any provision in this Plan or the Incentive Plan to the
contrary, if any Plan or Incentive Plan provision or any Stock Incentive thereunder would result in
the imposition of an additional tax under Code Section 409A and related regulations and United
States Department of the Treasury pronouncements (“Section 409A”), that Plan or Incentive Plan
provision and/or that Stock Incentive will be reformed to avoid imposition of the applicable tax
and no action taken to comply with Section 409A shall be deemed to adversely affect the
Participant’s right to a Stock Incentive or require the consent of the Participant.




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