ex10-2.htm


     

    EXHIBIT
10.2

    


    WEYERHAEUSER
COMPANY

    2004
LONG-TERM

    INCENTIVE
PLAN

    (As
Amended and Restated Effective January 1, 2009)

    


    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    WEYERHAEUSER
COMPANY

    2004
LONG-TERM INCENTIVE PLAN

    (As
Amended and Restated Effective January 1, 2009)

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      
                                                                                        
                                                                                          
                                                                                            
                                                                                              
                                                                                                
                                                                                                  
                                                                                                    
                                                                                                      
                                                                                                        
                                                                                                          
                                                                                                            
                                                                                                              
                                                                                                                
                                                                                                                  	
                                                                                                                          SECTION
      1.

                                                                                                                        	
                                                                                                                          PURPOSE
      AND ESTABLISHMENT

                                                                                                                        	
                                                                                                                          3

                                                                                                                        
	
                                                                                                                          1.1

                                                                                                                        	
                                                                                                                          PURPOSE

                                                                                                                        	
                                                                                                                          3

                                                                                                                        
	
                                                                                                                          1.2

                                                                                                                        	
                                                                                                                          REPLACEMENT
      PLAN

                                                                                                                        	
                                                                                                                          3

                                                                                                                        
	 	 	 
	
                                                                                                                          SECTION
      2.

                                                                                                                        	
                                                                                                                          DEFINITIONS

                                                                                                                        	
                                                                                                                          3

                                                                                                                        
	 	 	 
	
                                                                                                                          SECTION
      3.

                                                                                                                        	
                                                                                                                          ADMINISTRATION

                                                                                                                        	
                                                                                                                          7

                                                                                                                        
	
                                                                                                                          3.1

                                                                                                                        	
                                                                                                                          ADMINISTRATION
      OF THE PLAN

                                                                                                                        	
                                                                                                                          7

                                                                                                                        
	
                                                                                                                          3.2

                                                                                                                        	
                                                                                                                          ADMINISTRATION
      AND INTERPRETATION BY COMMITTEE

                                                                                                                        	
                                                                                                                          7

                                                                                                                        
	 	 	 
	
                                                                                                                          SECTION
      4.

                                                                                                                        	
                                                                                                                          SHARES
      SUBJECT TO THE PLAN

                                                                                                                        	
                                                                                                                          7

                                                                                                                        
	
                                                                                                                          4.1

                                                                                                                        	
                                                                                                                          AUTHORIZED
      NUMBER OF SHARES

                                                                                                                        	
                                                                                                                          7

                                                                                                                        
	
                                                                                                                          4.2

                                                                                                                        	
                                                                                                                          SHARE
      USAGE

                                                                                                                        	
                                                                                                                          8

                                                                                                                        
	
                                                                                                                          4.3

                                                                                                                        	
                                                                                                                          LIMITATIONS

                                                                                                                        	
                                                                                                                          8

                                                                                                                        
	 	 	 
	
                                                                                                                          SECTION
      5.

                                                                                                                        	
                                                                                                                          ELIGIBILITY

                                                                                                                        	
                                                                                                                          8

                                                                                                                        
	 	 	 
	
                                                                                                                          SECTION
      6.

                                                                                                                        	
                                                                                                                          AWARDS

                                                                                                                        	
                                                                                                                          8

                                                                                                                        
	
                                                                                                                          6.1

                                                                                                                        	
                                                                                                                          FORM
      AND GRANT OF AWARDS

                                                                                                                        	
                                                                                                                          8

                                                                                                                        
	
                                                                                                                          6.2

                                                                                                                        	
                                                                                                                          EVIDENCE
      OF AWARDS

                                                                                                                        	
                                                                                                                          8

                                                                                                                        
	 
      	 
      	 
      
	
                                                                                                                          SECTION
      7.

                                                                                                                        	
                                                                                                                          OPTIONS

                                                                                                                        	
                                                                                                                          9

                                                                                                                        
	
                                                                                                                          7.1

                                                                                                                        	
                                                                                                                          GRANT
      OF OPTIONS

                                                                                                                        	
                                                                                                                          9

                                                                                                                        
	
                                                                                                                          7.2

                                                                                                                        	
                                                                                                                          OPTION
      EXERCISE PRICE

                                                                                                                        	
                                                                                                                          9

                                                                                                                        
	
                                                                                                                          7.3

                                                                                                                        	
                                                                                                                          TERMS
      OF OPTIONS

                                                                                                                        	
                                                                                                                          9

                                                                                                                        
	
                                                                                                                          7.4

                                                                                                                        	
                                                                                                                          EXERCISE
      OF OPTIONS

                                                                                                                        	
                                                                                                                          9

                                                                                                                        
	
                                                                                                                          7.5

                                                                                                                        	
                                                                                                                          PAYMENT
      OF EXERCISE PRICE

                                                                                                                        	
                                                                                                                          9

                                                                                                                        
	
                                                                                                                          7.6

                                                                                                                        	
                                                                                                                          POST-TERMINATION
      EXERCISE

                                                                                                                        	
                                                                                                                          9

                                                                                                                        
	
                                                                                                                          7.7

                                                                                                                        	
                                                                                                                          INCENTIVE
      STOCK OPTIONS

                                                                                                                        	
                                                                                                                          9

                                                                                                                        
	 	 	 
	
                                                                                                                          SECTION
      8.

                                                                                                                        	
                                                                                                                          STOCK
      APPRECIATION RIGHTS

                                                                                                                        	
                                                                                                                          10

                                                                                                                        
	
                                                                                                                          8.1

                                                                                                                        	
                                                                                                                          GRANT
      OF STOCK APPRECIATION RIGHTS

                                                                                                                        	
                                                                                                                          10

                                                                                                                        
	
                                                                                                                          8.2

                                                                                                                        	
                                                                                                                          PAYMENT
      OF SAR AMOUNT

                                                                                                                        	
                                                                                                                          10

                                                                                                                        
	 	 	 
	
                                                                                                                          SECTION
      9.

                                                                                                                        	
                                                                                                                          RESTRICTED
      STOCK AND STOCK UNITS

                                                                                                                        	
                                                                                                                          10

                                                                                                                        
	
                                                                                                                          9.1

                                                                                                                        	
                                                                                                                          GRANT
      OF RESTRICTED STOCK AND STOCK UNITS

                                                                                                                        	
                                                                                                                          10

                                                                                                                        
	
                                                                                                                          9.2

                                                                                                                        	
                                                                                                                          ISSUANCE
      OF SHARES

                                                                                                                        	
                                                                                                                          10

                                                                                                                        
	
                                                                                                                          9.3

                                                                                                                        	
                                                                                                                          DIVIDENDS
      AND DISTRIBUTIONS

                                                                                                                        	
                                                                                                                          10

                                                                                                                        
	 	 	 
	
                                                                                                                          SECTION
      10.

                                                                                                                        	
                                                                                                                          PERFORMANCE
      SHARES AND PERFORMANCE UNITS

                                                                                                                        	
                                                                                                                          10

                                                                                                                        
	
                                                                                                                          10.1

                                                                                                                        	
                                                                                                                          GRANT
      OF PERFORMANCE SHARES

                                                                                                                        	
                                                                                                                          10

                                                                                                                        
	
                                                                                                                          10.2

                                                                                                                        	
                                                                                                                          GRANT
      OF PERFORMANCE UNITS

                                                                                                                        	
                                                                                                                          10

                                                                                                                        
	 	 	 
	
                                                                                                                          SECTION
      11.

                                                                                                                        	
                                                                                                                          PERFORMANCE
      CRITERIA

                                                                                                                        	
                                                                                                                          11

                                                                                                                        
	
                                                                                                                          11.1

                                                                                                                        	
                                                                                                                          AWARDS
      SUBJECT TO PERFORMANCE GOALS

                                                                                                                        	
                                                                                                                          11

                                                                                                                        
	
                                                                                                                          11.2

                                                                                                                        	
                                                                                                                          USE
      AND CALCULATION OF PERFORMANCE CRITERIA

                                                                                                                        	
                                                                                                                          11

                                                                                                                        
	 	 	 
	
                                                                                                                          SECTION
      12.

                                                                                                                        	
                                                                                                                          OTHER
      STOCK OR CASH BASED AWARDS

                                                                                                                        	
                                                                                                                          11

                                                                                                                        


                                                                                                                

                                                                                                              

                                                                                                            

                                                                                                          

                                                                                                        

                                                                                                      

                                                                                                    

                                                                                                  

                                                                                                

                                                                                              

                                                                                            

                                                                                          

                                                                                        

                                                                                      

                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

     

    


    
      
        
           


        

        
          - i
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                                                                    SECTION
      13.

                                                                  	
                                                                    WITHHOLDING

                                                                  	
                                                                    11

                                                                  
	 	 	 
	
                                                                    SECTION
      14.

                                                                  	
                                                                    ASSIGNABILITY

                                                                  	
                                                                    11

                                                                  
	 	 	 
	
                                                                    SECTION
      15.

                                                                  	
                                                                    AMENDMENT
      AND TERMINATION

                                                                  	
                                                                    11

                                                                  
	
                                                                    15.1

                                                                  	
                                                                    AMENDMENT,
      SUSPENSION OR TERMINATION OF THE PLAN

                                                                  	
                                                                    11

                                                                  
	
                                                                    15.2

                                                                  	
                                                                    TERM
      OF THE PLAN

                                                                  	
                                                                    11

                                                                  
	
                                                                    15.3

                                                                  	
                                                                    CONSENT
      OF PARTICIPANT

                                                                  	
                                                                    11

                                                                  
	 	 	 
	
                                                                    SECTION
      16.

                                                                  	
                                                                    GENERAL

                                                                  	
                                                                    12

                                                                  
	
                                                                    16.1

                                                                  	
                                                                    NO
      INDIVIDUAL RIGHTS

                                                                  	
                                                                    12

                                                                  
	
                                                                    16.2

                                                                  	
                                                                    ISSUANCE
      OF SHARES

                                                                  	
                                                                    12

                                                                  
	
                                                                    16.3

                                                                  	
                                                                    NO
      RIGHTS AS A SHAREHOLDER

                                                                  	
                                                                    12

                                                                  
	
                                                                    16.4

                                                                  	
                                                                    COMPLIANCE
      WITH LAWS AND REGULATIONS

                                                                  	
                                                                    12

                                                                  
	
                                                                    16.5

                                                                  	
                                                                    PARTICIPANTS
      IN OTHER COUNTRIES

                                                                  	
                                                                    12

                                                                  
	
                                                                    16.6

                                                                  	
                                                                    NO
      TRUST OR FUND

                                                                  	
                                                                    12

                                                                  
	
                                                                    16.7

                                                                  	
                                                                    SUCCESSORS

                                                                  	
                                                                    13

                                                                  
	
                                                                    16.8

                                                                  	
                                                                    SEVERABILITY

                                                                  	
                                                                    13

                                                                  
	
                                                                    16.9

                                                                  	
                                                                    CHOICE
      OF LAW

                                                                  	
                                                                    13

                                                                  
	
                                                                    16.10

                                                                  	
                                                                    TREATMENT
      OF AWARDS FOLLOWING A CHANGE IN CONTROL

                                                                  	
                                                                    13

                                                                  
	 	 	 
	
                                                                    SECTION
      17.

                                                                  	
                                                                    EFFECTIVE
      DATE

                                                                  	
                                                                    13

                                                                  


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


    


    


    
      
        
           


        

        
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    WEYERHAEUSER
COMPANY

    2004
LONG-TERM INCENTIVE PLAN

    (As
Amended And Restated Effective January 1, 2009)

     

    SECTION
1.  PURPOSE AND ESTABLISHMENT

     

    1.1           Purpose

    The
purposes of this 2004 Long-Term Incentive Plan (the “Plan”) is to promote the
interests of Weyerhaeuser Company (the “Company”) and its shareholders by
attracting, retaining and motivating employees, officers and directors key to
the growth and success of the Company by providing them the opportunity to
acquire a proprietary interest in the Company and to link their interests and
efforts to the long-term interests of the Company’s shareholders.

     

    1.2           Replacement
Plan

    This Plan
will replace the Company’s 1998 Long-Term Incentive Compensation Plan and
1992 Long-Term Incentive Compensation Plan (collectively, the “Prior
Plans”).  No further grants may be made under the Prior Plans on or
after the date the Plan is approved by shareholders of the
Company.  Shares of Common Stock reserved for issuance under the 1998
Plan in excess of the number of shares as to which awards have been made as
April 12, 2003, will no longer be available for issuance on or after the date of
shareholder approval of the Plan.

     

    SECTION
2.  DEFINITIONS

     

    As used
in the Plan, the following definitions apply to the terms indicated
below:

     

     

    2.1           “Award” means any Option,
Stock Appreciation Right, Restricted Stock, Stock Unit, Performance Share,
Performance Unit, dividend equivalent, cash-based award or other incentive
payable in cash or in shares of Common Stock as may be designated by the
Committee from time to time.

     

     

    2.2           “Beneficial Owner” has the
meaning ascribed to such term in Rule 13d-3 promulgated under the Exchange
Act.

     

     

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

     

     

    2.4           “Change in Control” or “CIC” of the Company shall be
deemed to have occurred as of the first day that any one or more of the
following conditions shall have been satisfied:

     

     

    (a)           Any
Person, but excluding the Company and any subsidiary of the Company and any
employee benefit plan (or related trust) sponsored or maintained by the Company
or any subsidiary of the Company (collectively, “Excluded Persons”), directly or
indirectly, becomes the Beneficial Owner of securities of the Company
representing 20% or more of the combined voting power of the Company’s then
outstanding securities with respect to the election of directors of the Company
and such ownership continues for at least a period of 30 days (with the end of
such period being deemed the effective date of the CIC); or

     

    


    
      
        
           


        

        
          - 3
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    (b)           During
any 24-consecutive month period, the individuals who, at the beginning of such
period, constitute the Board (the “Incumbent Directors”) cease for any reason
other than death to constitute at least a majority of the Board, provided,
however, that except as set forth in the following sentence, an individual who
becomes a member of the Board subsequent to the beginning of the 24-month period
shall be deemed to have satisfied such 24-month requirement (and be an Incumbent
Director) if such director was elected by, or on the recommendation of or with
the approval of, at least two-thirds of the directors who then qualified as
Incumbent Directors either actually (because they were directors at the
beginning of such period) or by prior operation of the provisions of this
Section 2.4(b).  Notwithstanding the proviso set forth in the
preceding sentence, if any such individual initially assumes office as a result
of or in connection with either an actual or threatened solicitation with
respect to the election of directors (as such terms are used in Rule 14a-12(c)
of Regulation 14A promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on behalf of a Person other
than the Board, then such individual shall not be considered an Incumbent
Director.  For purposes of this Section 2.4(b), if at any time
individuals who initially assumed office as a result of or in connection with an
arrangement or understanding between the Company and any Person (an “Entity
Designee”) constitute at least one-half of the Board, none of such Entity
Designees shall be considered Incumbent Directors from that time forward;
or

     

     

    (c)           There
is consummated:

     

     

    (i) a
plan of complete liquidation of the Company; or

     

     

    (ii) a
sale or disposition of all or substantially all the Company’s assets in one or a
series of related transactions; or

     

     

    (iii) a
merger, consolidation, or reorganization of the Company or the acquisition of
outstanding Common Stock and as a result of or in connection with such
transaction (A) 35% or more of the outstanding Common Stock or the voting
securities of the Company outstanding immediately prior thereto or the
outstanding shares of common stock or the combined voting power of the
outstanding voting securities of the surviving entity are owned, directly or
indirectly, by any other corporation or Person other than (x) an Excluded
Person or (y) a Person who is, or if such Person beneficially owned 5% or
more of the outstanding Common Stock would be, eligible to report such Person’s
beneficial ownership on Schedule 13G pursuant to the rules under Section 13(d)
of the Exchange Act or (z) a Person that has entered into an agreement with
the Company pursuant to which such Person has agreed not to acquire additional
voting securities of the Company (other than pursuant to the terms of such
agreement), solicit proxies with respect to the Company’s voting securities or
otherwise participate in any contest relating to the election of directors of
the Company, or take other actions that could result in a Change in Control of
the Company; provided that this exclusion shall apply only so long as such
agreement shall remain in effect, or (B) the voting securities of the
Company outstanding immediately prior thereto do not immediately after such
transaction continue to represent (either by remaining outstanding or by being
converted into voting securities of the surviving entity) more than sixty
percent (60%) of the combined voting power of the voting securities of the
Company (or such surviving entity) outstanding immediately after such merger,
consolidation, or reorganization.

     

    


    
      
        
           


        

        
          - 4
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    2.5           “Change in Control Price”
means, with respect to a share of Common Stock, the higher of (i) the
highest reported sales price, regular way, of such share of Common Stock in any
transaction reported on the New York Stock Exchange Composite Tape or other
national exchange on which such shares are listed during the 60-day period prior
to and including the date of the Change in Control or (ii) if the Change in
Control is the result of a tender or exchange offer or a merger, reorganization
or consolidation or sale or other disposition of all or substantially all of the
assets of the Company, the highest price per such share of Common Stock paid in
such transaction; provided, however, that in the case of Incentive Stock Options
and Stock Appreciation Rights relating to Incentive Stock Options, the Change in
Control Price shall be the Fair Market Value of such share of Common Stock on
the date such Incentive Stock Option or Stock Appreciation Right is exercised or
deemed exercised pursuant to Section 16.10(b).  To the extent the
consideration paid in any such transaction described above consists all or in
part of securities or other non-cash consideration, the value of such securities
or other non-cash consideration shall be determined in the sole discretion of
the Board.

     

     

    2.6           “Code” means the Internal
Revenue Code of 1986, as amended from time to time.

     

     

    2.7           “Committee” has the meaning
set forth in Section 3.1.

     

     

    2.8           “Common Stock” means the
common stock, par value $1.25 per share, of the Company.

     

     

    2.9           “Company” means Weyerhaeuser
Company, a Washington corporation.

     

     

    2.10           “Covered Employee” means a
“covered employee” as that term is defined in Section 162(m) of the Code or
any successor provision.

     

     

    2.11           “Disability” means
“Disability” as defined by the Committee or the Company’s vice president of
human resources for purposes of the Plan or an Award, or in the instrument
evidencing the Award, or in a written employment or services
agreement.

     

     

    2.12           “Effective Date” has the
meaning set forth in Section 17.

     

     

    2.13           “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time.

     

     

    2.14           “Fair Market Value” means the
average of the high and low per share trading prices (or the average of the
opening and closing prices, or the closing price, if so determined by the
Committee) for the Common Stock as reported on the consolidated transaction
reporting system for New York Stock Exchange issues during regular session
trading or such other source the Committee deems reliable for a single trading
day or an average
of trading days not to exceed 30 days from the Grant Date or other date on which
the Fair Market Value is determined, at the Committee’s discretion.

     

     

    2.15           “Grant Date” means the date on
which the Committee completes the corporate action authorizing the grant of an
Award or such later date specified by the Committee, provided that conditions to
the exercisability or vesting of Awards shall not defer the Grant
Date.

     

    


    
      
        
           


        

        
          - 5
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    2.16           “Incentive Stock Option” means
an Option granted with the intention that it qualify as an “incentive stock
option” as that term is defined in Section 422 of the Code or any successor
provision.

     

     

    2.17           “Layoff” means “Layoff” as
defined by the Committee or the Company’s vice president of human resources for
purposes of the Plan or an Award or in the instrument evidencing the Award or in
a written employment or services agreement.

     

     

    2.18           “Non-qualified Stock Option”
means an Option other than an Incentive Stock Option.

     

     

    2.19           “Non-recurring Items” means
non-recurring items deemed not reflective of the Company’s core operating
performance, including, but not limited to, exogenous events, acquisitions,
divestitures, changes in accounting principles or “extraordinary items”
determined under generally accepted accounting principles.

     

     

    2.20           “Option” means a right to
purchase Common Stock granted under Section 7.

     

     

    2.21           “Participant” means any
eligible person as set forth in Section 5 to whom an Award is
granted.

     

     

    2.22           “Performance Criteria” has the
meaning set forth in Section 11.1.

     

     

    2.23           “Performance Share” has the
meaning set forth in Section 10.1.

     

     

    2.24           “Performance Unit” has the
meaning set forth in Section 10.2.

     

     

    2.25           “Person” means any individual,
corporation, partnership, association, limited liability company, joint-stock
company, trust, unincorporated organization or government or political
subdivision thereof, and as used in Section 13(d) and 14(d) of the Exchange Act,
including a “group” as defined in Section 13(d).

     

     

    2.26           “Plan” means the Weyerhaeuser
Company 2004 Long-Term Incentive Compensation Plan.

     

     

    2.27           “Prior Plans” has the meaning
set forth in Section 1.2.

     

     

    2.28           “Related Company” means any
entity that is directly or indirectly controlled by the Company.

     

     

    2.29           “Restricted Stock” means an
Award of shares of Common Stock granted under Section 9, the rights of
ownership of which may be subject to restrictions prescribed by the
Committee.

     

     

    2.30           “Retirement” means
“Retirement” as defined by the Committee or the Company’s vice president of
human resources for purposes of the Plan or an Award or in the instrument
evidencing the Award or in a written employment or services
agreement.

     

     

    2.31           “Securities Act” means the
Securities Act of 1933, as amended from time to time.

     

    


    
      
        
           


        

        
          - 6
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    2.32           “Stock Appreciation Right” has
the meaning set forth in Section 8.1.

     

     

    2.33           “Stock Unit” means an Award
granted under Section 9 denominated in units of Common Stock.

     

     

    2.34           “Substitute Awards” means
Awards granted or shares of Common Stock issued by the Company in assumption of,
or in substitution or exchange for, awards previously granted, or the right or
obligation to make future awards, by a company acquired by the Company or with
which the Company combines.

     

     

    2.35           “Termination of Service,”
unless otherwise defined by the Committee or the Company’s vice president of
human resources or in the instrument evidencing the Award or in a written
employment or services agreement, means a termination of employment or service
relationship with the Company or a Related Company for any reason, whether
voluntary or involuntary, including by reason of death, Disability, Retirement,
or Layoff.  Any question as to whether and when there has been a
Termination of Service for the purposes of an Award and the cause of such
Termination of Service shall be determined by the Company’s vice president of
human resources or by the Committee with respect to officers subject to the
reporting requirements of Section 16(a) of the Securities Act, and such
determination shall be final.  Transfer of a Participant’s employment
or service relationship between wholly owned subsidiaries of the Company, or
between the Company and any wholly owned subsidiaries of the Company, shall not
be considered a Termination of Service for purposes of an
Award.  Unless the Committee determines otherwise, a Termination of
Service shall be deemed to occur if the Participant’s employment or service
relationship is with an entity that has ceased to be a Related
Company.

     

     

    SECTION
3.  ADMINISTRATION

     

    3.1           Administration
of the Plan

    The Plan
shall be administered by the Compensation Committee of the
Board.  Notwithstanding the foregoing, the Board or the Compensation
Committee may delegate responsibility for administering the Plan with respect to
designated classes of eligible persons to different committees consisting of one
or more members of the Board, subject to such limitations as the Board or the
Compensation Committee deems appropriate, except with respect to benefits to
non-employee directors and to officers subject to Section 16 of the Exchange Act
or officers who are or may be Covered Employees.  Members of any
committee shall serve for such term as the Board may determine, subject to
removal by the Board at any time.  To the extent consistent with
applicable law, the Board or the Compensation Committee may authorize one or
more officers of the Company to grant Awards to designated classes of eligible
persons, within limits specifically prescribed by the Board or the Committee;
provided, however, that no such officer shall have or obtain authority to grant
Awards to himself or herself or to any person subject to Section 16 of the
Exchange Act.  All references in the Plan to the “Committee” shall be,
as applicable, to the Compensation Committee, or any other committee or any
officer to whom the Board or the Compensation Committee has delegated authority
to administer the Plan.

     

    3.2           Administration
and Interpretation by Committee

    Except
for the terms and conditions explicitly set forth in the Plan, the Committee
shall have full power and exclusive authority, subject to such orders or
resolutions not inconsistent with the provisions of the Plan as may from time to
time be adopted by the Board, to (a) select the eligible persons as set
forth in Section 5 to whom Awards may from time to time be granted under the
Plan; (b) determine the type or types of Award to be granted to each
Participant under the Plan; (c) determine the number of shares of Common
Stock to be covered by each Award granted under the Plan; (d) determine the
terms and conditions of any Award granted under the Plan; (e) approve the
forms of agreements for use under the Plan; (f) determine whether, to what
extent and under what circumstances Awards may be settled in cash, shares of
Common Stock or other property or canceled or suspended; (g) interpret and
administer the Plan and any instrument or agreement entered into under the Plan;
(h) establish such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan;
(i) delegate ministerial duties to such of the Company’s officers as it so
determines; and (j) make any other determination and take any other action
that the Committee deems necessary or desirable for administration of the
Plan.  Decisions of the Committee shall be final, conclusive and
binding on all persons, including the Company, any Participant, any shareholder
and any eligible person.  A majority of the members of the Committee
may determine its actions and fix the time and place of its
meetings.

     

    SECTION
4.  SHARES SUBJECT TO THE PLAN

     

    4.1           Authorized
Number of Shares

    (a)           Subject
to adjustment from time to time as provided in this Section 4.1, the maximum
number of shares of Common Stock available for issuance under the Plan shall be
17,000,000.

     

    (b)           In
the event a company acquired by the Company or with which the Company combines
(“Acquisition Party”) has shares available for awards or grants under a
pre-existing plan not adopted in contemplation of such acquisition or
combination, to the extent determined by the Committee or the Board, a number of
shares of Common Stock determined by applying the exchange ratio or other
adjustment or valuation ratio or formula used in such acquisition or combination
to determine the consideration payable to the holders of common stock of the
Acquisition Party to the number of shares available for grant under the terms of
such pre-existing plan shall be available for Awards under the Plan and shall
not reduce the shares of Common Stock authorized for issuance under the Plan;
provided, that such Awards shall not be made after the date awards or grants
could have been made under the terms of the pre-existing plan, absent the
acquisition or combination; and provided, further, that such Awards shall be
made only to individuals who were not employees or non-employee directors of the
Company or a Related Company prior to such acquisition or
combination.

    


    
      
        
           


        

        
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    (c)           Shares
available for issuance under the Plan shall be increased by any shares subject
to outstanding awards under the Company’s Prior Plans on the date of shareholder
approval of the Plan that cease to be subject to such awards (other than by
reason of exercise or settlement of the awards to the extent they are exercised
for or settled in shares of Common Stock), up to an aggregate maximum of
1,939,181 shares, subject to adjustment from time to time as provided in this
Section 4.1, which shares of Common Stock shall cease, as of such date, to be
available for grant and issuance under the Prior Plans, but shall be available
for issuance under the Plan.

     

    (d)           In
the event, at any time or from time to time, a stock dividend, stock split,
reverse stock split, spin-off, combination or exchange of shares,
recapitalization, merger, consolidation, distribution to shareholders other than
a normal cash dividend or other change in the Company’s corporate or capital
structure results in (i) the outstanding shares of Common Stock, or any
securities exchanged therefore or received in their place, being exchanged for a
different number or kind of securities of the Company or of any other company or
(ii) new, different or additional securities of the Company or of any other
company being received by the holders of shares of Common Stock, then the
Committee shall make proportional adjustments in (A) the maximum number and
kind of securities available for issuance under the Plan; (B) the maximum
number and kind of securities issuable as Incentive Stock Options as set forth
in Section 4.2; (C) the maximum number and kind of securities that may be
issued to an individual in any one calendar year as set forth in Section 4.3;
(D) the maximum number and kind of securities that may be made subject to
the different types of Awards available under the Plan; and (E) the number
and kind of securities that are subject to any outstanding Award and the per
share price of such securities, without any change in the aggregate price to be
paid therefor.

     

    (e)           The
determination by the Committee as to the terms of any of the foregoing
adjustments shall be conclusive and binding.

     

    (f)           Notwithstanding
the foregoing, the issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, for cash or property,
or for labor or services rendered, either upon direct sale or upon the exercise
of rights or warrants to subscribe therefore, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities,
shall not affect, and no adjustment by reason thereof shall be made with respect
to, outstanding Awards.

     

    4.2           Share
Usage

    (a)           Shares
of Common Stock covered by an Award shall not be counted as used unless and
until they are actually issued and delivered to a Participant.  If any
Award based on shares is settled for cash, or lapses, expires, terminates or is
canceled prior to the issuance of shares thereunder, the shares subject to such
Awards shall again be available for issuance under the Plan.  In the
event that any Option or other Award granted hereunder is exercised through the
tendering of shares (either actually or by attestation) or in the event that
withholding tax liabilities arising from such Award are satisfied by the
tendering of shares or by the withholding of shares by the Company, the number
of shares of Common Stock issued net of the shares of Common Stock tendered or
withheld shall be counted for purposes of determining the maximum number of
shares of Common Stock available for issuance under the Plan.  In
addition, Substitute Awards shall not reduce the shares of Common Stock
authorized for issuance under the Plan.  The number of shares
available for issuance under the Plan shall not be reduced to reflect any
dividends or dividend equivalents that are reinvested into additional shares or
credited as additional Restricted Stock, Stock Units, Performance Shares or
Performance Units.  All shares issued under the Plan shall be
authorized and unissued shares.

     

    (b)           The
Committee shall have the authority to grant Awards as an alternative to or as
the form of payment for grants or rights earned or due under other compensation
plans or arrangements of the Company.

     

    (c)           Notwithstanding
the foregoing, the maximum number of shares that may be issued upon the exercise
of Incentive Stock Options shall be 18,939,181, subject to adjustment as
provided in Section 4.1(d); and provided, further, that for purposes of Section
4.3, any such shares shall be counted in accordance with the requirements of
Section 162(m) of the Code.

     

    4.3           Limitations

    (a)           Subject
to adjustment as provided in Section 4.1(d), no Participant shall be eligible to
receive in any one calendar year (i) Options or Stock Appreciation Rights
under the Plan relating to more than 500,000 shares of Common Stock or
(ii) Restricted Stock, Stock Units, Performance Shares or Performance Units
under the Plan aggregating more than 200,000 shares of Common
Stock.

     

    (b)           Subject
to adjustment as provided in Section 4.1(d), the aggregate number of shares that
may be issued pursuant to Awards granted under the Plan (other than Awards of
Options or Stock Appreciation Rights) shall not exceed 3,400,000

     

    (c)           Subject
to adjustment as provided in Section 4.1(d), the aggregate number of shares that
may be issued pursuant to Awards granted under the Plan (other than Awards of
Options or Stock Appreciation Rights) that (i) are not (A) subject to
restrictions based on the satisfaction of specified performance goals or (B)
granted in lieu of the payment of performance-based cash incentive awards; or
(ii) contain no restrictions or contain restrictions based solely on
continuous employment or services for less than three years (except where
Termination of Service occurs by reason of death, Retirement, Disability or
Layoff) shall not exceed 5% of the authorized number of shares pursuant to
Section 4.1(a).

     

    SECTION
5.  ELIGIBILITY

    


    An Award
may be granted to any employee, officer or director of the Company or a Related
Company whom the Committee from time to time selects.  The above are
“eligible persons.”

     

    SECTION
6.  AWARDS

     

    6.1           Form
and Grant of Awards

    The
Committee shall have the authority, in its sole discretion, to determine the
type or types of Awards to be granted under the Plan.  Such Awards may
be granted either alone, in addition to or in tandem with any other type of
Award.

     

    6.2           Evidence
of Awards

    Awards
granted under the Plan shall be evidenced by a written instrument that shall
contain such terms, conditions, limitations and restrictions as the Committee
shall deem advisable and that are not inconsistent with the Plan.

    


    
      
        
           


        

        
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    SECTION
7.  OPTIONS

     

    7.1           Grant
of Options

    The
Committee may grant Options designated as Incentive Stock Options or
Non-qualified Stock Options.

     

    7.2           Option
Exercise Price

    The
exercise price for shares purchased under an Option shall be as determined by
the Committee, but shall not be less than the Fair Market Value of the Common
Stock for the Grant Date, except in the case of Substitute Awards.  In
no event shall the Committee, without the prior approval of the Company’s
shareholders, cancel any outstanding Option for the purpose of reissuing the
Option to the Participant at a lower exercise price or reduce the exercise price
of an outstanding Option.

     

    7.3           Terms
of Options

    Subject
to earlier termination in accordance with the terms of the Plan and the
instrument evidencing the Option, the maximum term of an Option shall be as
established for that Option by the Committee or, if not so established, shall be
10 years from the Grant Date.

     

    7.4           Exercise
of Options

     

    (a)           The
Committee shall establish and set forth in each instrument that evidences an
Option the time at which, or the installments in which, the Option shall vest
and become exercisable, any of which provisions may be waived or modified by the
Committee at any time.

     

    (b)           To
the extent an Option has vested and become exercisable, the Option may be
exercised in whole or from time to time in part by delivery as directed by the
Company to the Company or a brokerage firm designated or approved by the Company
of a written stock option exercise agreement or notice, in a form and in
accordance with procedures established by the Committee, setting forth the
number of shares with respect to which the Option is being exercised, the
restrictions imposed on the shares purchased under such exercise agreement, if
any, and such representations and agreements as may be required by the
Committee, accompanied by payment in full as described in Section
7.5.  An Option may be exercised only for whole shares and may not be
exercised for less than a reasonable number of shares at any one time, as
determined by the Committee.

     

    7.5           Payment
of Exercise Price

    The
exercise price for shares purchased under an Option shall be paid in full as
directed by the Company to the Company or a brokerage firm designated or
approved by the Company by delivery of consideration equal to the product of the
Option exercise price and the number of shares purchased.  Such
consideration must be paid before the Company will issue the shares being
purchased and must be in a form or a combination of forms acceptable to the
Committee for that purchase, which forms may include: (a) check;
(b) wire transfer; (c) tendering by attestation shares of Common Stock
already owned by the Participant for at least six months (or any shorter period
sufficient to avoid a charge to the Company’s earnings for financial reporting
purposes) that on the day prior to the exercise date have a Fair Market Value
equal to the aggregate exercise price of the shares being purchased under the
Option; (d) to the extent permitted by applicable law, delivery of a
properly executed exercise notice, together with irrevocable instructions to a
brokerage firm designated or approved by the Company to deliver promptly to the
Company the aggregate amount of sale or loan proceeds to pay the Option exercise
price and any tax withholding obligations that may arise in connection with the
exercise, all in accordance with the regulations of the Federal Reserve Board;
or (e) such other consideration as the Committee may permit in its sole
discretion, including, where permitted by law and the Committee, other
Awards.  Notwithstanding the foregoing, if the Company becomes subject
to new accounting rules applicable to equity-based compensation, and is required
to or elects to expense the cost of Options pursuant to FAS 123 (or a
successor or other standard), the Committee shall have the sole discretion to
substitute, without receiving Participant permission, SARs paid only in stock
for outstanding Options; provided, the terms of the substituted stock SARs are
the same as the terms for the Options, the number of shares underlying the
number of stock SARs equals the number of shares underlying the Options and the
difference between the Fair Market Value of the underlying Shares and the Grant
Price of the SARs is equivalent to the difference between the Fair Market Value
of the underlying Shares and the Option Price of the Options.

     

    7.6           Post-Termination
Exercise

    The
Committee shall establish and set forth in each instrument that evidences an
Option whether the Option shall continue to be exercisable, and the terms and
conditions of such exercise, after a Termination of Service, any of which
provisions may be waived or modified by the Committee at any time.

     

    7.7           Incentive
Stock Options

    The terms
of any Incentive Stock Options shall comply in all respects with the provisions
of Section 422 of the Code, or any successor provision, and any regulations
promulgated thereunder.  Individuals who are not employees of the
Company or one of its parent or subsidiary corporations (as such terms are
defined for purposes of Section 422 of the Code) may not be granted Incentive
Stock Options.  To the extent that the aggregate Fair Market Value of
Common Stock with respect to which Incentive Stock Options are exercisable for
the first time by a Participant during any calendar year exceeds $100,000 or, if
different, the maximum limitation in effect at the time of grant under the Code
(the Fair Market Value being determined as of the Grant Date for the Option),
such portion in excess of $100,000 shall be treated as Nonqualified Stock
Options.

    


    
      
        
           


        

        
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    SECTION
8.  STOCK APPRECIATION RIGHTS

     

    8.1           Grant
of Stock Appreciation Rights

    The
Committee may grant stock appreciation rights (“Stock Appreciation Rights” or
“SARs”) to Participants at any time.  A SAR may be granted in tandem
with an Option or alone (“freestanding”).  The grant price of a tandem
SAR shall be equal to the exercise price of the related Option, and the grant
price of a freestanding SAR shall be equal to the Fair Market Value of the
Common Stock for the Grant.  A SAR may be exercised upon such terms
and conditions and for the term as the Committee determines in its sole
discretion; provided, however, that, subject to earlier termination in
accordance with the terms of the Plan and the instrument evidencing the SAR, the
term of a freestanding SAR shall be as established for that SAR by the Committee
or, if not so established, shall be 10 years, and in the case of a tandem SAR,
(a) the term shall not exceed the term of the related Option and
(b) the tandem SAR may be exercised for all or part of the shares subject
to the related Option upon the surrender of the right to exercise the equivalent
portion of the related Option, except that the tandem SAR may be exercised only
with respect to the shares for which its related Option is then
exercisable.

     

    8.2           Payment
of SAR Amount

    Upon the
exercise of a SAR, a Participant shall be entitled to receive payment from the
Company in an amount determined by multiplying: (a) the difference between the
market price at which the shares of Common Stock are trading on the New York
Stock Exchange as of the time of exercise over the grant price by (b) the number
of shares with respect to which the SAR is exercised.  At the
discretion of the Committee, the payment upon exercise of a SAR may be in cash,
in shares of equivalent value, in some combination thereof or in any other
manner approved by the Committee in its sole discretion.

     

    SECTION
9.  RESTRICTED STOCK AND STOCK UNITS

     

    9.1           Grant
of Restricted Stock and Stock Units

    The
Committee may grant Restricted Stock and Stock Units on such terms and
conditions and subject to such repurchase or forfeiture restrictions, if any
(which may be based on continuous service with the Company or a Related Company
or the achievement of any of the Performance Criteria set forth in Section
11.1), as the Committee shall determine in its sole discretion, which terms,
conditions and restrictions shall be set forth in the instrument evidencing the
Award.

     

    9.2           Issuance
of Shares

    Upon the
satisfaction of any terms, conditions and restrictions prescribed with respect
to Restricted Stock or Stock Units, or upon a Participant’s release from any
terms, conditions and restrictions of Restricted Stock or Stock Units, as
determined by the Committee, and subject to the provisions of Section 13, (a)
the shares of Restricted Stock covered by each Award of Restricted Stock shall
become freely transferable by the Participant, and (b) Stock Units shall be paid
in cash, shares of Common Stock or a combination of cash and shares of Common
Stock as the Committee shall determine in its sole discretion.  Any
fractional shares subject to such Awards shall be paid to the Participant in
cash.

     

    9.3           Dividends
and Distributions

    Participants
holding shares of Restricted Stock or Stock Units may, if the Committee so
determines, be credited with dividends paid with respect to the underlying
shares or dividend equivalents while they are so held in a manner determined by
the Committee in its sole discretion.  The Committee may apply any
restrictions to the dividends or dividend equivalents that the Committee deems
appropriate.  The Committee, in its sole discretion, may determine the
form of payment of dividends or dividend equivalents, including cash, shares of
Common Stock, Restricted Stock or Stock Units.

     

    SECTION
10.  PERFORMANCE SHARES AND PERFORMANCE UNITS

     

    10.1           Grant
of Performance Shares

    The
Committee may grant Awards of performance shares (“Performance Shares”) and
designate the Participants to whom Performance Shares are to be awarded and
determine the number of Performance Shares, the length of the performance period
and the other terms and conditions of each such Award.  Each Award of
Performance Shares shall, upon the attainment of performance goals and other
terms and conditions specified by the Committee, entitle the Participant to a
payment in the form established by the Committee.  The form of payment
may be in cash, shares of Common Stock, Options, Share Appreciation Rights,
Restricted Stock or other awards or any combination of cash, shares of Common
Stock, Share Appreciation Rights, Restricted Stock or other
awards.  Notwithstanding satisfaction of any performance goals, the
number of shares of Common Stock issued under an Award of Performance Shares may
be adjusted on the basis of such further consideration as the Committee shall
determine in its sole discretion.  However, the Committee may not, in
any event, increase the number of shares of Common Stock earned upon
satisfaction of any performance goal by any Covered Employee.

     

    10.2           Grant
of Performance Units

    The
Committee may grant Awards of performance units (“Performance Units”) and
designate the Participants to whom Performance Units are to be awarded and
determine the number of Performance Units and the terms and conditions of each
such Award.  Performance Units shall entitle the Participant to a
payment in cash upon the attainment of performance goals and other terms and
conditions specified by the Committee.  Notwithstanding the
satisfaction of any performance goals, the amount to be paid under an Award of
Performance Units may be adjusted on the basis of such further consideration as
the Committee shall determine in its sole discretion.  However, the
Committee may not, in any event, increase the amount earned under Awards of
Performance Units upon satisfaction of any performance goal by any Covered
Employee, and the maximum amount earned by such Covered Employee in any calendar
year may not exceed $5,000,000.  The Committee, in its discretion, may
substitute actual shares of Common Stock for the cash payment otherwise required
to be made to a Participant pursuant to a Performance Unit.

    


    
      
        
           


        

        
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    SECTION
11.  PERFORMANCE CRITERIA

     

    11.1           Awards
Subject to Performance Goals

    Awards of
Restricted Stock, Stock Units, Performance Shares, Performance Units and other
Awards made pursuant to the Plan may be made subject to the attainment of
performance goals relating to one or more of the following business criteria
within the meaning of Section 162(m) of the Code: profits (including, but
not limited to, profit growth, net operating profit or economic profit);
profit-related return ratios; return measures (including, but not limited to,
return on assets, capital, equity or sales); cash flow (including, but not
limited to, operating cash flow, free cash flow or cash flow return on capital);
earnings (including, but not limited to, earnings growth, net earnings, earnings
per share, or earnings before or after taxes); net sales growth; net income
(before or after taxes, interest, depreciation and/or amortization); gross or
operating margins; productivity ratios; share price (including, but not limited
to, growth measures and total shareholder return); expense targets; margins;
cost reduction; cash value added; operating efficiency; customer satisfaction;
and working capital targets (“Performance Criteria”).  Performance
Criteria may be stated in absolute terms or relative to comparison companies or
indices to be achieved during a period of time.

     

    11.2           Use
and Calculation of Performance Criteria

    Any
Performance Criteria may be used to measure the performance of the Company as a
whole or any business unit of the Company.  Any Performance Criteria
may include or exclude Non-recurring Items.  Performance Criteria
shall be calculated in accordance with (a) the Company’s financial
statements or generally accepted accounting principles, or (b) under a
methodology established by the Committee prior to the issuance of an Award that
is consistently applied and identified in the audited financial statements,
including footnotes, or the Management’s Discussion and Analysis section of the
Company’s annual report.  The Committee may not in any event increase
the amount of compensation payable to a Covered Employee upon the satisfaction
of any Performance Criteria.

     

    SECTION
12.  OTHER STOCK OR CASH BASED AWARDS

    


    In
addition to the Awards described in Sections 7 through 10, and subject to the
terms of the Plan, the Committee may grant other incentives payable in cash or
in shares of Common Stock under the Plan as it determines to be in the best
interests of the Company and subject to such other terms and conditions as it
deems appropriate; provided, however, that the maximum amount that any
Participant shall be eligible to receive in any one calendar year shall be
$5,000,000.

     

    SECTION
13.  WITHHOLDING

    


    (a)           The
Company may require the Participant to pay to the Company the amount of
(i) any taxes that the Company is required by applicable federal, state,
local or foreign law to withhold with respect to the grant, vesting or exercise
of an Award (“tax withholding obligations”) and (ii) any amounts due from
the Participant to the Company or to any Related Company (“other
obligations”).  The Company shall not be required to issue any shares
of Common Stock under the Plan until such tax withholding obligations and other
obligations are satisfied.

     

    (b)           The
Committee may permit or require a Participant to satisfy all or part of his or
her tax withholding obligations and other obligations by (i) paying cash to
the Company, (ii) having the Company withhold an amount from any cash
amounts otherwise due or to become due from the Company to the Participant,
(iii) having the Company withhold a number of shares of Common Stock that
would otherwise be issued to the Participant (or become vested in the case of
Restricted Stock) having a Fair Market Value equal to the tax withholding
obligations and other obligations (up to the employer’s minimum required tax
withholding rate if such a limitation is necessary to avoid a charge to the
Company for financial reporting purposes), or (iv) surrendering a number of
shares of Common Stock the Participant already owns having a value equal to the
tax withholding obligations and other obligations (up to the employer’s minimum
required tax withholding rate to the extent the Participant has owned the
surrendered shares for less that six months if such a limitation is necessary to
avoid a charge to the Company for financial reporting purposes).

     

    SECTION
14.  ASSIGNABILITY

    


    No Award
or interest in an Award may be sold, assigned, pledged (as collateral for a loan
or as security for the performance of an obligation or for any other purpose) or
transferred by the Participant or made subject to attachment or similar
proceedings otherwise than by will or by the applicable laws of descent and
distribution, except that to the extent permitted by the Committee, in its sole
discretion, a Participant may designate one or more beneficiaries on a
Company-approved form who may receive payment under an Award after the
Participant’s death.  During a Participant’s lifetime, an Award may be
exercised only by the Participant.

     

    SECTION
15.  AMENDMENT AND TERMINATION

     

    15.1           Amendment,
Suspension or Termination of the Plan

    The Board
or the Compensation Committee of the Board may amend, suspend or terminate the
Plan or any portion of the Plan at any time and in such respects as it shall
deem advisable; provided, however, that, to the extent required by applicable
law, regulation or stock exchange rule, shareholder approval shall be required
for any amendment to the Plan.

     

    15.2           Term
of the Plan

    Unless
sooner terminated as provided herein, the Plan shall terminate on April 13,
2013.  After the Plan is terminated, no future Awards may be granted,
but Awards previously granted shall remain outstanding in accordance with their
applicable terms and conditions and the Plan’s terms and
conditions.  Notwithstanding the foregoing, no Incentive Stock Options
may be granted more than 10 years after April 13, 2004.

     

    15.3           Consent
of Participant

    The
amendment, suspension or termination of the Plan or a portion thereof or the
amendment of an outstanding Award shall not, without the Participant’s consent,
materially adversely affect any rights under any outstanding Award under the
Plan.  Any change or adjustment to an outstanding Incentive Stock
Option shall not, without the consent of the Participant, be made in a manner so
as to constitute a “modification” that would cause such Incentive Stock Option
to fail to continue to qualify as an Incentive Stock
Option.  Notwithstanding the foregoing, any adjustments made pursuant
to Section 4.1 shall not be subject to these restrictions.

    


    
      
        
           


        

        
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    SECTION
16.  GENERAL

     

    16.1           No
Individual Rights

    (a)           No
individual or Participant shall have any claim to be granted any Award under the
Plan, and the Company has no obligation for uniformity of treatment of
Participants under the Plan.

     

    (b)           Nothing
in the Plan or any Award granted under the Plan shall be deemed to constitute an
employment contract or confer or be deemed to confer on any Participant any
right to continue in the employ of, or to continue any other relationship with,
the Company or any Related Company or limit in any way the right of the Company
or any Related Company to terminate a Participant’s employment or other
relationship at any time, with or without cause.

     

    16.2           Issuance
of Shares

    (a)           Notwithstanding
any other provision of the Plan, the Company shall have no obligation to issue
or deliver any shares of Common Stock under the Plan or make any other
distribution of benefits under the Plan unless, in the opinion of the Company’s
counsel, such issuance, delivery or distribution would comply with all
applicable laws (including, without limitation, the requirements of the
Securities Act or the laws of any state or foreign jurisdiction) and the
applicable requirements of any securities exchange or similar
entity.

     

    (b)           The
Company shall be under no obligation to any Participant to register for offering
or resale or to qualify for exemption under the Securities Act, or to register
or qualify under the laws of any state or foreign jurisdiction, any shares of
Common Stock, security or interest in a security paid or issued under, or
created by, the Plan, or to continue in effect any such registrations or
qualifications if made.  The Company may issue certificates for shares
with such legends and subject to such restrictions on transfer and stop-transfer
instructions as counsel for the Company deems necessary or desirable for
compliance by the Company with federal, state and foreign securities
laws.  The Company may also require such other action or agreement by
the Participants as may from time to time be necessary to comply with applicable
securities laws.

     

    (c)           To
the extent the Plan or any instrument evidencing an Award provides for issuance
of stock certificates to reflect the issuance of shares of Common Stock, the
issuance may be effected on a non-certificated basis, to the extent not
prohibited by applicable law or the applicable rules of any stock
exchange.

     

    16.3           No
Rights as a Shareholder

    Unless
otherwise provided by the Committee or in the instrument evidencing the Award or
in a written employment or services agreement, no Option or Award denominated in
units shall entitle the Participant to any cash dividend, voting or other right
of a shareholder unless and until the date of issuance under the Plan of the
shares that are the subject of such Award.

     

    16.4           Compliance
with Laws and Regulations

    (a)           Notwithstanding
anything in the Plan to the contrary, the Committee, in its sole discretion, may
bifurcate the Plan so as to restrict, limit or condition the use of any
provision of the Plan to Participants who are officers or directors subject to
Section 16 of the Exchange Act without so restricting, limiting or conditioning
the Plan with respect to other Participants.  Additionally, in
interpreting and applying the provisions of the Plan, any Option granted as an
Incentive Stock Option pursuant to the Plan shall, to the extent permitted by
law, be construed as an “incentive stock option” within the meaning of Section
422 of the Code.

     

    (b)           The
Plan and Awards granted under the Plan are intended to be exempt from the
requirements of Code Section 409A to the maximum extent possible, whether
pursuant to the short-term deferral exception described in Treasury Regulation
Section 1.409A-1(b)(4), the involuntary separation pay plan exception described
in Treasury Regulation Section 1.409A-1(b)(9)(iii), or otherwise.  To
the extent Code Section 409A is applicable to the Plan or any Award granted
under the Plan, it is intended that the Plan and any Awards granted under the
Plan comply with the deferral, payout and other limitations and restrictions
imposed under Code Section 409A.  Notwithstanding any other provision
of the Plan or any Award granted under the Plan to the contrary, the Plan and
any Award granted under the Plan shall be interpreted, operated and administered
in a manner consistent with such intentions.

    


    Without
limiting the generality of the foregoing, and notwithstanding any other
provision of the Plan or any Award granted under the Plan to the contrary, with
respect to any payments and benefits under the Plan or any Award granted under
the Plan to which Code Section 409A applies, all references in the Plan or
any Award granted under the Plan to the termination of the Participant's
employment or service are intended to mean the Participant's "separation from
service," within the meaning of Code
Section 409A(a)(2)(A)(i).  In addition, if the Participant is a
"specified employee," within the meaning of Code Section 409, then to the
extent necessary to avoid subjecting the Participant to the imposition of any
additional tax under Code Section 409A, amounts that would otherwise be
payable under the Plan or any Award granted under the Plan during the six-month
period immediately following the Participant's "separation from service," within
the meaning of Code Section 409A(a)(2)(A)(i), shall not be paid to the
Participant during such period, but shall instead be accumulated and paid to the
Participant (or, in the event of the Participant's death, the Participant's
estate) in a lump sum on the first business day after the earlier of the date
that is six months following the Participant's separation from service or the
Participant's death.

    


    Notwithstanding
any other provision in the Plan, the Committee, to the extent it deems necessary
or advisable in its sole discretion, reserves the right, but shall not be
required, to unilaterally amend or modify the Plan and any Award granted under
the Plan so that the Award qualifies for exemption from or complies with Code
Section 409A; provided, however, that the Committee makes no representations
that Awards granted under the Plan shall be exempt from or comply with Code
Section 409A and makes no undertaking to preclude Code Section 409A from
applying to Awards granted under the Plan.

     

    16.5           Participants
in Other Countries

    The
Committee shall have the authority to adopt such modifications, procedures and
subplans as may be necessary or desirable to comply with provisions of the laws
of other countries in which the Company or any Related Company may operate to
ensure the viability of the benefits from Awards granted to Participants
employed in such countries, to comply with applicable foreign laws and to meet
the objectives of the Plan.

     

    16.6           No
Trust or Fund

    The Plan
is intended to constitute an “unfunded” plan.  Nothing contained
herein shall require the Company to segregate any monies or other property, or
shares of Common Stock, or to create any trusts, or to make any special deposits
for any immediate or deferred amounts payable to any Participant, and no
Participant shall have any rights that are greater than those of a general
unsecured creditor of the Company.

    


    
      
        
           


        

        
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    16.7           Successors

    All
obligations of the Company under the Plan with respect to Awards shall be
binding on any successor to the Company, whether the existence of such successor
is the result of a direct or indirect purchase, merger, consolidation, or
otherwise, of all or substantially all the business and/or assets of the
Company.

     

    16.8           Severability

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

     

    16.9           Choice
of Law

    The Plan,
all Awards granted thereunder and all determinations made and actions taken
pursuant hereto, to the extent not otherwise governed by the laws of the United
States, shall be governed by the laws of the State of Washington without giving
effect to principles of conflicts of law.

     

    16.10                      Treatment
of Awards Following a Change in Control

    (a)           Notwithstanding
any other provision in the Plan to the contrary, upon the occurrence of a Change
in Control, unless otherwise provided in the instrument evidencing the Award or
in a written employment or other agreement between the Participant and the
Company, or specifically prohibited under applicable laws, or by the rules and
regulations of any governing governmental agencies or national securities
exchanges:

    (i)           Any
and all Options and Stock Appreciation Rights shall become fully vested and
immediately exercisable, and shall remain exercisable throughout their entire
term;

    (ii)           Any
restriction periods and restrictions imposed on Restricted Stock or Stock Unit
Awards that are not performance-based shall lapse;

    (iii)           The
target pay out opportunities attainable under all outstanding Awards that are
performance-based shall be deemed to have been fully earned for the entire
performance period(s) and  restrictions shall lapse and such Awards
shall be immediately settled or distributed;

    (iv)           The
restrictions and other conditions applicable to any other Stock Unit Awards or
any other awards shall lapse, and such other Stock Unit Awards or such other
awards shall become free of all restrictions, limitations or conditions and
become fully vested and transferable to the full extent of the original
grant.

    


    (b)           Notwithstanding
any other provision of the Plan, during the 60-day period from and after a
Change in Control (the “Exercise Period”), if the Committee shall determine at,
or at any time after, the time of grant, a Participant holding an Option or
Stock Appreciation Right shall have the right, whether or not the Option or
Stock Appreciation Right is fully exercisable and in lieu of the payment of the
purchase price for the shares of Common Stock being purchased under the Option
or Stock Appreciation Right and by giving notices to the Company, to elect
(within the Exercise Period) to surrender all or part of the Option or Stock
Appreciation Right to the Company and to receive cash, within 30 days of such
notice, in an amount equal to the amount by which the Change in Control Price
per share on the date of such election shall exceed the purchase price per share
of Common Stock under the Option or Stock Appreciation Right (the “spread”)
multiplied by the number of shares of Common Stock granted under the Option or
Stock Appreciation Right as to which the right granted under this Section
16.10(b) shall have been exercised.

     

    (c)           Notwithstanding
anything in this Plan to the contrary, (i) any adjustments made pursuant to this
Section 16.10 to Awards that are considered "deferred compensation" within
the meaning of Code Section 409A shall be made in compliance with the
requirements of Code Section 409A and (ii) any adjustments made pursuant to
this Section 16.10 to Awards that are not considered "deferred
compensation" subject to Code Section 409A shall be made in such a manner
as to ensure that after such adjustment the Awards either (x) continue not to be
subject to Code Section 409A or (y) comply with the requirements of Code
Section 409A.

     

    SECTION
17.  EFFECTIVE DATE

    


    The Plan
is amended and restated effective January 1, 2009 (the “Effective
Date”).

     

     

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