Exhibit
10.13

    


    RURBANC
DATA SERVICES, INC.

    2010
STOCK INCENTIVE PLAN

    


    ARTICLE
I

    Definitions

     

    Section 1.1
Definitions. As used herein, the following terms shall have the meaning
set forth below, unless the context clearly requires otherwise:

    


    
      	
            	
              (a)

            	
              “Applicable
      Event” shall mean:

            


    

    


    (i) Any
“person,” including a “group” (as such terms are used in Subsections 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
and the rules promulgated thereunder, but excluding the Company, any Subsidiary
or any employee benefit plan of the Company or any Subsidiary), becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of, or acquires the power to direct, directly or indirectly, the
exercise of voting power with respect to, securities which represent 50% or more
of the combined voting power of the Company’s outstanding securities
thereafter;

    


    (ii) The
Company is merged with or into another entity, in which the Company is not the
continuing or surviving entity or pursuant to which any securities of the
Company would be converted into cash, securities or other property of another
entity, other than a merger or consolidation in which holders of the securities
of the Company immediately prior to the merger or consolidation have the same
proportionate ownership of securities of the surviving entity immediately after
the merger or consolidation as they had of securities of the Company immediately
before the merger or consolidation; or

    


    (iii) The
shareholders of the Company approve an agreement for the sale or disposition by
the Company of all or substantially all of the Company’s assets (or any
transaction having a similar effect).

    


    
      	
            	
              (b)

            	
              “Award”
      shall mean any Option, Restricted Stock or Stock Appreciation Right
      granted under the Plan.

            


    

    


    
      	
            	
              (c)

            	
              “Award
      Agreement” shall mean an agreement between the Company and a Participant
      that describes the terms and conditions of each
  Award.

            


    

    


    
      	
            	
              (d)

            	
              “Board”
      shall mean the Board of Directors of the
  Company.

            


    

    


    
      	
            	
              (e)

            	
              “Change
      in Control Price” shall mean the price (or other property) per share of
      Stock paid in conjunction with any transaction resulting in an Applicable
      Event or, in the case of an Applicable Event occurring solely by reason of
      events not related to a transfer of the Stock, the Fair Market Value of a
      share of Stock on the last trading day before the Applicable Event
      occurs.

            


    

    


    
      	
            	
              (f)

            	
              “Code”
      shall mean the Internal Revenue Code of 1986, as
  amended.

            


    

    


    
      	
            	
              (g)

            	
              “Committee”
      shall mean the Compensation Committee of the
  Board.

            


    

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    
      	
            	
              (h)

            	
              “Company”
      shall mean Rurbanc Data Services,
Inc.

            


    

    


    
      	
            	
              (i)

            	
              “Director”
      shall mean an individual who (i) is a member of the Board, a member of the
      Board of Directors of a Subsidiary, or a member of an advisory board who
      is appointed by the Board; and (ii) is not an
    Employee.

            


    

    


    
      	
            	
              (j)

            	
              “Disability”
      shall mean:

            


    

    
      	
               
      

            	
              (i)

            	
              With
      respect to Incentive Stock Options, disability as defined in
      Section 22(e)(3) of the Code;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              With
      respect to any other Award, a physical or mental impairment that renders a
      Participant incapable of performing the essential functions of his job on
      a full-time basis, taking into account any reasonable accommodation
      required by law, as determined by a physician who is selected by the
      Committee, for a period greater than 180
days.

            


    

     

    
      	
            	
              (k)

            	
              “Effective
      Date” with respect to the Plan shall mean the date specified in Section
      2.3 as the Effective Date.

            


    

    


    
      	 	
              (l)

            	
              “Employee”
      shall mean any person, including an executive officer, who is employed by
      the Company or any of its
Subsidiaries.

            


    

     

    
      	
            	
              (m)

            	
              “Fair
      Market Value” shall mean the value of a share of Stock on any relevant
      date, determined as follows:

            


    

    


    
      	
               
      

            	
              (i)

            	
              If
      the Stock is traded on an exchange, the reported “closing price” on the
      relevant date if it is a trading day or, otherwise, on the next trading
      day;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              If
      the Stock is not traded on an exchange but is traded over-the-counter on a
      quotation system, the reported “closing price,” if reported, or if there
      is no reported “closing price,” the mean between the highest bid and the
      lowest asked prices on that quotation system on the relevant date if it is
      a trading day, or otherwise, on the next trading day;
  or

            


    

     

    
      	
            	
              (iii)

            	
              If
      neither subparts (i) or (ii) of this definition
  apply,

            


    

     

    (1) With
respect to any Incentive Stock Option, fair market value within the meaning of
Section 422 of the Code;

     

    (2) With
respect to any Award that is subject to Section 409A of the Code or any
Nonqualified Stock Option or Stock Appreciation Right, fair market value shall
be determined by the reasonable application of a reasonable valuation method
within the meaning of Treasury Regulation §1.409A-1(b)(5)(iv)(B);
and

     

    (3) With
respect to any other Award, fair market value shall be determined by application
of such reasonable valuation methods as the Committee shall adopt or
apply.

     

    
      	
            	
              (n)

            	
              “Incentive
      Stock Option” shall mean an Option to purchase shares of Stock which is
      designated as an Incentive Stock Option by the Committee and is intended
      to meet the requirements of Section 422 of the
  Code.

            


    

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      	
            	
              (o)

            	
              “Nonqualified
      Stock Option” shall mean an Option to purchase shares of Stock which is
      not an Incentive Stock Option.

            


    

    


    
      	
            	
              (p)

            	
              “Option”
      shall mean an option to purchase Stock granted pursuant to the provisions
      of the Plan.  Options granted under the Plan shall be either
      Nonqualified Stock Options or Incentive Stock
  Options.

            


    

    


    
      	
            	
              (q)

            	
              “Participant”
      shall mean a Director or Employee to whom an Award has been granted under
      the Plan.

            


    

    


    
      	
            	
              (r)

            	
              “Plan”
      shall mean the Rurbanc Data Services, Inc. 2010 Stock Incentive Plan, the
      terms of which are set forth herein and in any amendment which may be made
      hereto.

            


    

    


    
      	
            	
              (s)

            	
              “Restricted
      Stock” shall mean a share of Stock granted to a Participant pursuant to
      Article VIII of the Plan.

            


    

     

    
      	
            	
              (t)

            	
              “Retirement”
      shall mean a voluntary termination by the Participant after
      (i) attaining the age of 62 and (ii) completing five or more
      years of service with the Company or a
  Subsidiary.

            


    

    


    
      	
            	
              (u)

            	
              “Stock”
      shall mean the common shares, without par value, of the Company or, in the
      event that the outstanding shares of Stock are changed into or exchanged
      for different shares or securities of the Company or some other entity,
      such other shares or securities.

            


    

    


    
      	
            	
              (v)

            	
              “Stock
      Appreciation Right” shall mean a right to receive cash in an amount equal
      to the excess of the Fair Market Value on the exercise date over the Fair
      Market Value on the date the Stock Appreciation Right is granted pursuant
      to the provisions of the Plan.

            


    

    


    
      	
            	
              (w)

            	
              “Subsidiary”
      shall mean:

            


    

    


    
      
        	
              	
                (i)

              	
                With
      respect to an Incentive Stock Option, a “subsidiary corporation” as
      defined in Section 424(f) of the Code;
and

              


      

    

    


    
      
        	
              	
                (ii)

              	
                With
      respect to any other Award, any person with whom the Company would be
      considered to have a controlling interest, as defined in Treasury
      Regulation
§1.409A-1(b)(5)(iii)(E)(1).

              


      

    

    


    ARTICLE
II

    The
Plan

    


    Section
2.1  Name. The Plan shall be known as the “Rurbanc Data
Services, Inc. 2010 Stock Incentive Plan.”

    


    Section
2.2  Purpose.   The purpose of the Plan is to
advance the interests of the Company and its shareholders by affording to
Directors and Employees an opportunity to acquire or increase their proprietary
interest in the Company by the grant to such persons of Awards under the terms
set forth herein.  By encouraging such persons to become owners of the
Company, the Company seeks to attract, motivate, reward and retain those highly
competent individuals upon whose judgment, initiative, leadership and efforts
are key to the success of the Company.

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    Section
2.3  Effective Date and Termination of Plan. The Plan shall
become effective upon the affirmative vote of the Board on March 16, 2010 (the
“Effective Date”); provided, however, that, if the Plan is not approved by the
shareholders of the Company within twelve (12) months following such adoption,
the Plan and all outstanding Awards, if any, shall be deemed null and void and
shall be of no force or effect. No Awards granted under the Plan may be
exercised prior to approval of the Plan by the shareholders of the Company. The
Plan shall terminate upon the earliest of (a) March 16, 2020; (b) the date on
which all Stock available for issuance under the Plan has been issued pursuant
to the exercise or settlement, as applicable, of Awards granted hereunder or
with respect to which payments have been made upon the exercise of Stock
Appreciation Rights or other rights; or (c) the determination of the Board that
the Plan shall terminate. No Awards may be granted under the Plan after such
termination date, provided that the Awards granted and outstanding on such date
shall continue to have force and effect in accordance with the provisions of the
Award Agreements evidencing such Awards.

    


    ARTICLE
III

    Administration

    


    Section
3.1  Administration.

    


    
      	
            	
              (a)

            	
              The
      Plan shall be administered by the Committee. Subject to the express
      provisions of the Plan, the Committee shall have sole discretion and
      authority to determine from time to time the individuals to whom Awards
      may be granted, the number of shares of Stock to be subject to each Award,
      the period during which each Option or Stock Appreciation Right may be
      exercised, the price at which each Option or Stock Appreciation Right may
      be exercised, and the terms and conditions of any
  Award.

            


    

    


    
      	
            	
              (b)

            	
              Meetings
      of the Committee shall be held at such times and places as shall be
      determined from time to time by the Committee. A majority of the members
      of the Committee shall constitute a quorum for the transaction of
      business. The vote of a majority of the members of the Committee shall
      decide any question brought before the meeting. In addition, the Committee
      may take any action otherwise proper under the Plan by the execution of a
      written action, taken without a meeting, and signed by all of the members
      of the Committee.

            


    

    


    
      	
            	
              (c)

            	
              All
      questions of interpretation and application with respect to the Plan or
      Awards granted thereunder shall be subject to the determination, which
      shall be final and binding, of a majority of the whole
      Committee.

            


    

    


    
      	
            	
              (d)

            	
              The
      Committee shall have the sole discretion and authority to determine
      whether an Option shall be an Incentive Stock Option or a Nonqualified
      Stock Option; provided that Incentive Stock Options may be granted only to
      persons who are Employees.

            


    

    


    
      	
            	
              (e)

            	
              Notwithstanding
      any provision contained herein, a grant of an Award to a Director of the
      Company must be approved by the full
Board.

            


    

    


    
      	
            	
              (f)

            	
              Each
      person who is or shall have been a member of the Committee or of the Board
      shall be indemnified and held harmless by the Company against and from any
      loss, cost, liability or expense that may be imposed upon or reasonably
      incurred by him in connection with or resulting from any claim, action,
      suit or proceeding to which he may be a party or in which he may be
      involved by reason of any action taken or failure to act under the Plan
      and against and from any and all amounts paid by him in settlement
      thereof, with the Company’s approval, or paid by him in satisfaction of
      judgment in any such action, suit or proceeding against him; provided that
      he shall give the Company an opportunity, at its own expense, to handle
      and defend the same before he undertakes to handle and defend it on his
      own behalf. The foregoing right of indemnification shall not be exclusive
      of any other rights of indemnification to which such person may be
      entitled under the Company’s articles of incorporation or regulations, as
      a matter of law, or otherwise, or any power that the Company may have to
      indemnify him or hold him harmless.

            


    

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    Section
3.2  Company Assistance. The Company and its Subsidiaries shall
supply full and timely information to the Committee on all matters relating to
eligible Employees, their employment, death, Retirement, Disability or other
termination of employment and such other pertinent facts as the Committee may
require. The Company shall furnish the Committee with such clerical and other
assistance as is necessary in the performance of its duties.

    


    ARTICLE
IV

    Participants

    


    Section
4.1  Eligibility. Directors and Employees shall be eligible to
participate in the Plan. The Committee may grant Awards to any eligible
individual subject to the provisions of Sections 3.1(e) and 5.1.

    


    ARTICLE
V

    Shares
of Stock Subject to Plan

    


    Section 5.1  Grant
of Awards and Limitations.

    


    
      	
            	
              (a)

            	
              Grant of
      Awards. The Committee shall designate the Employees and Directors
      eligible to receive Awards and the number of shares of Stock subject to
      such Awards.

            


    

    


    
      	
            	
              (b)

            	
              Stock Available for
      Awards. Subject to adjustment pursuant to the provisions of Section
      11.4 hereof, the aggregate number of shares of Stock with respect to which
      Awards may be granted during the term of the Plan shall not exceed
      972,356. Shares with respect to which Awards may be granted may be either
      authorized and unissued shares of Stock or shares of Stock issued and
      thereafter acquired by the Company.

            


    

    


    
      	
            	
              (c)

            	
              Incentive Stock
      Options. In the case of Incentive Stock Options, the aggregate Fair
      Market Value of the shares of Stock (under all plans of the Company and
      all of its Subsidiaries), with respect to which Incentive Stock Options
      are exercisable for the first time by a Participant during any calendar
      year, may not exceed $100,000.  Such Options that exceed
      $100,000 shall be treated as Nonqualified Stock Options.  The
      maximum number of shares of Stock that may be granted under the Plan
      through the exercise of Incentive Stock Options shall be
      530,000.

            


    

    


    Section
5.2  Awards Under the Plan. Shares of Stock with respect to
which an Award granted hereunder shall have been exercised or settled, as
applicable, shall not again be available for grant hereunder. If Awards granted
hereunder shall expire, terminate or be canceled for any reason without being
wholly exercised or settled, as applicable, new Awards may be granted hereunder
covering the number of shares of Stock to which such Award’s expiration,
termination or cancellation relates.

    


    
      
         

      

      
        5

        
          

        

      

      
         

      

    

    


    ARTICLE
VI

    Options

    


    Section 6.1  Grant
of Options.  Subject to the terms, restrictions and conditions
specified in the Plan and the associated Award Agreement, the Committee may
grant Nonqualified Stock Options and Incentive Stock Options to Employees and
Nonqualified Stock Options to Directors at any time during the term of the
Plan.  Each Option granted hereunder shall be evidenced by minutes of
a meeting or the written consent of all of the members of the Committee or the
Board, as applicable, and by a written Award Agreement dated as of the date of
grant and executed by the Company and the Participant. The Award Agreement shall
be in such form as the Committee shall approve from time to time.  The
Award Agreement shall set forth such terms and conditions of the Option as may
be determined by the Committee, consistent with the Plan.

    


    Section
6.2  Exercise Price.  The exercise price of the Stock
subject to an Option shall not be less than the Fair Market Value on the date
the Option is granted; provided, however, that the exercise price for an
Incentive Stock Option granted to a Participant who owns or who is deemed to own
shares possessing more than 10% of the total combined voting power of all
classes of shares of the Company or any Subsidiary as determined under Section
422 of the Code (a “10 Percent Owner”), shall not be less than 110% of the Fair
Market Value on the date the Incentive Stock Option is granted.

    


    Section
6.3  Option Grant and Exercise Periods. No Option may be
granted after the tenth anniversary of the Effective Date. The period for
exercise of each Option shall be determined by the Committee, but in no instance
shall such period extend beyond the tenth anniversary of the date of grant of
the Option. The period of exercise for each Incentive Stock Option granted to a
10 Percent Owner may not be more than 5 years from the date of grant of the
Option.

    


    Section
6.4  Option Exercise.

    


    
      	
            	
              (a)

            	
              Subject
      to Section 6.4(c) and such terms and conditions as may be determined by
      the Committee in its sole discretion upon the grant of an Option, an
      Option may be exercised in whole or in part (but with respect to whole
      shares only) and from time to time by delivering to the Company at its
      principal office written notice of intent to exercise the Option with
      respect to a specified number of
shares.

            


    

    


    
      	
            	
              (b)

            	
              Options
      shall be exercisable according to respective vesting schedules set forth
      in each Award Agreement as determined by the Committee.  At the
      discretion of the Committee, all or a portion of Options previously
      granted to a Participant can be amended to reduce the vesting schedule or
      immediately 100% vest such Options.

            


    

    


    
      	
            	
              (c)

            	
              Subject
      to such terms and conditions as may be determined by the Committee in its
      sole discretion upon grant of any Option, payment for the shares of Stock
      to be acquired pursuant to exercise of the Option shall be made as
      follows:

            


    

    


    
      	
               
      

            	
              (1)

            	
              By
      delivering to the Company at its principal office a check payable to the
      order  of “Rurbanc Data Services, Inc.” in the amount of the
      exercise price for the number of shares of Stock with respect to which the
      Option is then being exercised; or

            


    

    


    
      	
               
      

            	
              (2)

            	
              By
      tendering to the Company shares of Stock owned by the Participant for at
      least six months prior to the date the Option is exercised (or such other
      period acceptable under the generally accepted accounting principles)
      having an aggregate Fair Market Value as of the date of exercise equal to
      the exercise price for the number of shares of Stock with respect to which
      the Option is then being exercised;
or

            


    

     

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

    
 

    
      	
               
      

            	
              (3)

            	
              By
      any combination of payments delivered pursuant to paragraphs (c)(1) and
      (c)(2) above.

            


    

    


    Section
6.5  Rights as Shareholder.  A Participant shall have
no rights as a shareholder with respect to any share of Stock subject to such
Option prior to the exercise of the Option and the purchase of such shares of
Stock.

    


    ARTICLE
VII

    Stock
Appreciation Rights

    


    Section 7.1  Stock
Appreciation Rights. Subject to the terms and conditions of the Plan, the
Committee may grant Stock Appreciation Rights to Participants at any time during
the term of the Plan, either alone or in tandem with other
Awards.  Such Stock Appreciation Rights shall be evidenced by an Award
Agreement in such form as the Committee shall from time to time approve. Such
Award Agreements shall comply with, and be subject to, the following terms and
conditions:

    


    
      	
            	
              (a)

            	
              Exercise
      Price.  The exercise price of a Stock Appreciation Right
      may not be less than 100% of Fair Market Value on the date of
      grant.

            


    

    


    
      	
            	
              (b)

            	
              Period and
      Exercise.  The Award Agreement will specify the period
      over which a Stock Appreciation Right may be exercised and the terms and
      conditions that must be met before it may be exercised; provided, however,
      that an Award Agreement may not permit the Stock Appreciation Right to be
      exercisable more than 10 years after the date of grant.  A
      Participant may exercise a Stock Appreciation Right by giving written
      notice of exercise on a form acceptable to the Committee specifying the
      portion of the Stock Appreciation Right being
  exercised.

            


    

    


    
      	
            	
              (c)

            	
              Calculation of
      Appreciation. Upon the exercise of a Stock Appreciation Right, the
      Participant shall be entitled to receive either (i) cash equal to the
      excess of the Fair Market Value on the exercise date over the Fair Market
      Value on the date the Stock Appreciation Right was granted, multiplied by
      the number shares of Stock with respect to which the Stock Appreciation
      Right is being exercised (the “Cash Amount”), or (ii) a number of shares
      of Stock equal to the Cash Amount, divided by the Fair Market Value on the
      exercise date of the Stock Appreciation
Right.

            


    

    


    
      	
            	
              (d)

            	
              Payment of
      Appreciation. The total appreciation available to a Participant
      from an exercise of a Stock Appreciation Right shall be paid in a single
      lump sum payment in either cash or shares of Stock, as determined by the
      Committee.

            


    

    


    
      	
            	
              (e)

            	
              Rights as a
      Shareholder. A Participant shall have no rights as a shareholder
      with respect to any share of Stock subject to a Stock Appreciation
      Right.

            


    

    


    ARTICLE
VIII

    Restricted
Stock

    


    Section 8.1  Grant
of Restricted Stock.  Subject to the terms and conditions of
the Plan, the Committee may grant Restricted Stock to Participants at any time
during the term of the Plan.  Such Restricted Stock shall be subject
to the terms and conditions that the Committee specifies in the Award Agreement
and to the terms and conditions of the Plan.  At the Committee’s sole
discretion, all shares of Restricted Stock will be held by the Company as escrow
agent or issued to the Participant in the form of certificates bearing a legend
describing the restrictions imposed on the shares.

     

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

    


    Section
8.2  Earning Restricted Stock.  Restricted Stock may
not be sold, transferred, pledged, assigned or otherwise alienated or
hypothecated until the terms, restrictions and conditions imposed on the
Restricted Stock have lapsed as described in the Award
Agreement.  Restricted Stock will be (a) forfeited if all terms,
restrictions and conditions described in the Award Agreement have not been
satisfied or (b) released from escrow and distributed (or any restrictions
described in the certificates removed) as soon as practicable after all terms,
restrictions and conditions described in the Award Agreement have been
satisfied.

    


    Section
8.3  Rights Associated with Restricted Stock.  During
the applicable period of restriction and unless the Award Agreement provides
otherwise, each Participant to whom Restricted Stock has been granted (a) may
exercise full voting rights associated with that Restricted Stock; and (b) will
be entitled to receive all dividends and other distributions paid with respect
to that Restricted Stock; provided, however, that if any dividends or other
distributions are paid in shares of Stock, those shares will be subject to the
same restrictions on transferability and forfeitability as the shares of
Restricted Stock with respect to which they were issued.

     

    ARTICLE
IX

    Amendment
and Modification of Plan

    


    Section
9.1  Amendment. The Board may from time to time amend or modify
or make such changes in and additions to the Plan as it may deem desirable,
without further action on the part of the shareholders of the Company except as
such shareholder approval may be required (a) to satisfy the requirements of
Rule 16b-3 under the Exchange Act or any successor rule or regulation; (b) to
satisfy applicable requirements of the Code; or (c) to satisfy applicable
requirements of any securities exchange on which are listed any of the Company’s
equity securities. No such action to amend the Plan shall reduce the
then-existing number of Awards granted to any Participant or adversely change
the terms and conditions thereof without such Participant’s
consent.

    


    ARTICLE
X

    Withholding

      

    Section 10.1  Tax
Withholding. With respect to Employees, the Company shall have the power
and the right to deduct or withhold an amount sufficient to satisfy federal,
state and local taxes required by law to be withheld with respect to any grant,
exercise, or payment made under or as a result of the Plan. At the discretion of
the Committee, a Participant may be permitted to pay to the Company the
withholding amount in the form of cash or shares of Stock owned by the
Participant for at least the previous six months (or such other period
acceptable under the generally accepted account principles) or by having the
Company withhold shares of Stock from the settlement of the Award.  If
payment of the withholding amount is made by tendering shares of Stock, the
value of the shares of Stock tendered shall equal the Fair Market Value on the
day preceding the date of exercise of the Award.

     


    ARTICLE
XI

    Miscellaneous

    


    Section
11.1  Transferability. During the Participant’s lifetime, any
Award may be exercised only by the Participant or any guardian or legal
representative of the Participant, and the Award shall not be transferable
except by will or the laws of descent and distribution, and with respect to
Awards, except Incentive Stock Options, (a) as specifically permitted by and
solely to the extent permitted in the Award Agreement, or (b) to an immediate
family member, a partnership consisting solely of immediate family members, or
trusts for the benefit of immediate family members.

     

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

    


    Section
11.2  Designation of Beneficiary.  A Participant may
file a written designation of a beneficiary who is to receive any Stock that is
unsettled and/or cash that is unpaid in the event of the Participant’s death.
Such designation of beneficiary may be changed by the Participant at any time by
written notice to the Company. Upon the death of a Participant and upon receipt
by the Company of proof of identity and the existence of a beneficiary at the
time of the Participant’s death validly designated by the Participant under the
Plan, the Company shall deliver such Stock and/or cash to such
beneficiary.  In the event of the death of a Participant in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such Participant’s death, the Company shall deliver such Stock and/or
cash to the executor or the administrator of the estate of the Participant, or
if no such executor or administrator has been appointed (to the knowledge of the
Company), the Company, in its discretion, may deliver such Stock and/or cash to
the spouse or to any one or more dependents of the Participant as the Company
may designate. No beneficiary shall, prior to the death of the Participant by
whom he has been designated, acquire any interest in the Stock and/or cash
credited to the Participant under the Plan.

    


    Section
11.3  Effect of Termination, Death, Disability and
Retirement.  Unless otherwise specified in the Award Agreement,
all Awards will be exercisable or forfeited as described in this Section
11.3:

    


    
      	
            	
              (a)

            	
              Termination.  If
      a Participant’s service as a Director or an Employee terminates for any
      reason, other than his Retirement, death or Disability, before the
      expiration of the Awards held by such Participant, (i) any Options
      and Stock Appreciation Rights that are not exercisable and any unvested
      Restricted Stock shall become null and void on the date of such
      termination and (ii) all exercisable Options and Stock Appreciation
      Rights shall terminate on the earlier of (1) the date of expiration
      of the Options and Stock Appreciation Rights, as applicable, or
      (2) 30 days following the date of the Participant’s
      termination.  A Participant who terminates employment with the
      Company, but retains his status as a Director, is not considered
      terminated with respect to Nonqualified Stock Options, Stock Appreciation
      Rights, and Restricted Stock under this Section 11.3.  The
      date of such termination shall be the date the Participant ceases to be
      both a Director and an Employee of the
Company

            


    

    


    
      	
            	
              (b)

            	
              Death.  If
      a Participant’s service as a Director or an Employee terminates due to his
      death before the expiration of the Awards held by the Participant, (i) any
      Options and Stock Appreciation Rights that are not exercisable shall
      become exercisable, (ii) any outstanding Options and Stock Appreciation
      Rights shall terminate on the earlier of (1) the date of expiration of the
      Options and Stock Appreciation Rights, as applicable, or (2) one year
      following the date of the Participant’s death; and (iii) any unvested
      Restricted Stock shall become fully vested.  The executor,
      administrator or personal representative of the estate of a deceased
      Participant, or the person or persons to whom an Award granted hereunder
      shall have been validly transferred by the executor, the administrator or
      the personal representative of the Participant’s estate, shall have the
      right to exercise the Participant’s Option or Stock Appreciation Right or
      receive the Participant’s Restricted Stock.  To the extent that
      such Options and Stock Appreciation Rights would otherwise be exercisable
      under the terms of the Plan and the Participant’s Award Agreement, such
      exercise may occur at any time prior to the termination date specified in
      this Section 11.3(b).

            


    

    


    
      	
            	
              (c)

            	
              Disability.  If
      a Participant’s service as a Director or an Employee terminates due to his
      Disability before the expiration of the Awards held by the Participant,
      (i) any Options and Stock Appreciation Rights that are not exercisable
      shall become exercisable, (ii) any outstanding Options and Stock
      Appreciation Rights shall terminate on the earlier of (1) the date of
      expiration of the Options and Stock Appreciation Rights, as applicable, or
      (2) one year following the date of the Participant’s termination of
      service due to Disability; and (iii) any unvested Restricted Stock shall
      become fully vested.

            


    

     

    
      
         

      

      
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              (d)

            	
              Retirement.  If
      a Participant Retires before the date of expiration of the Awards held by
      such Participant, (i) any Options and Stock Appreciation Rights that are
      not exercisable shall become exercisable, (ii) any outstanding Options and
      Stock Appreciation Rights shall terminate on the earlier of (1) the date
      of expiration of the Options and Stock Appreciation Rights, as applicable,
      or (2) one year following the date of the Participant’s Retirement;
      provided, however, that an Incentive Stock Option that is not exercised
      within three months after the date of the Participant’s Retirement shall
      be treated as a Nonqualified Stock Option; and (iii) any unvested
      Restricted Stock shall become fully
vested.

            


    

    


    Section
11.4  Antidilution.  If there is a Stock dividend,
Stock split, recapitalization (including payment of an extraordinary dividend),
merger, consolidation, combination, spin-off, distribution of assets to
shareholders, exchange of shares or other similar corporate change affecting the
Stock, the Committee will appropriately adjust (a) the aggregate number of
shares of Stock available for Awards or subject to outstanding Awards (as well
as any Stock-based limits imposed under the Plan) (b) the respective exercise
price, number of shares of Stock and other limitations applicable to outstanding
Awards, and (c) and other factors, limits or terms affecting any outstanding
Awards.  Notwithstanding the foregoing, an adjustment pursuant to this
Section 11.4 shall be made only to the extent such adjustment complies, to the
extent applicable, with Section 409A of the Code.

     

    Section 11.5 Applicable
Event. In the event an Applicable Event occurs, (a) if determined by the
Committee in the applicable Award Agreement or otherwise determined by the
Committee in its sole discretion, any outstanding Awards then held by
Participants which are unexercisable or otherwise unvested or subject to lapse
restrictions may automatically be deemed exercisable or otherwise vested or no
longer subject to lapse restrictions, as the case may be, as of immediately
prior to such Applicable Event and (b) the Committee may, but shall not be
obligated to (i) cancel such Awards for the Change in Control Price or (ii)
provide for the issuance of substitute Awards that will substantially preserve
the otherwise applicable terms of any affected Awards previously granted
hereunder as determined by the Committee in its sole discretion or (iii) provide
that for a period of at least fifteen (15) days prior to the Applicable Event,
any Options or Stock Appreciation Rights shall be exercisable as to all Shares
subject thereto and that upon the occurrence of the Applicable Event, such
Options and Stock Appreciation Rights shall terminate and be of no further force
and effect.

    


    Section
11.6  Application of Funds. The proceeds received by the
Company from the sale of Stock pursuant to Awards shall be used for general
corporate purposes.

    


    Section
11.7  Tenure. Nothing in the Plan or in any Award granted
hereunder or in any Award Agreement relating thereto shall confer upon any
Director or Employee the right to continue in such position with the Company or
any Subsidiary.

    


    Section
11.8  Other Compensation Plans.  The adoption of the
Plan shall not affect any other stock option or incentive or other compensation
plans in effect for the Company or any Subsidiary, nor shall the Plan preclude
the Company or any Subsidiary from establishing any other forms of incentive or
other compensation for Directors or Employees.

    


    Section 11.9  No
Obligation to Exercise Awards. The granting of an Award shall impose no
obligation upon the Participant to exercise or accept such Award.

     

    
      
         

      

      
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    Section
11.10  Plan Binding on Successors.  The Plan shall be
binding upon the successors and assigns of the Company.

    


    Section
11.11  Compliance with Section 16.  If the Company
has a class of equity securities registered under Section 12 of the Exchange
Act, transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the extent
that any transaction or action by the Committee fails to so comply, the
Committee may amend the Plan and the terms of any outstanding Award, and any
action of the Committee which fails to comply shall be deemed void to the extent
permitted by law and deemed advisable by the Committee.

    


    Section
11.12  Requirements of Law.  The grant of Awards and
the issuance of shares of Stock will be subject to all applicable laws, rules
and regulations and to all required approvals of any governmental agencies or
exchange, market or other quotation system on or through which the securities of
the Company are then traded.  Also, no shares of Stock will be issued
under the Plan unless the Company is satisfied that the issuance of those shares
of Stock will comply with applicable federal and state securities
laws.  Shares of Stock tendered under the Plan may be subject to any
stock transfer orders and other restrictions that the Committee believes to be
advisable under the rules, regulations and other requirements of the Securities
and Exchange Commission, any exchange, market or other quotation system on or
through which the Company’s securities are then traded or any other applicable
federal or state securities law.  The Committee may cause a legend or
legends to be placed on any certificates issued under the Plan to make
appropriate reference to restrictions within the scope of this
section..

    


    Section
11.13  Singular, Plural Gender.  Whenever used
herein, nouns in the singular shall include the plural, and the masculine
pronoun shall include the feminine.

     

    Section
11.14  Headings.  Headings are inserted for
convenience of reference; they constitute no part of the Plan.

    


    Section
11.15  Governing Law. Except as otherwise required by law, the
validity, construction and administration of the Plan shall be determined under
the laws of the State of Ohio.

     

    Section
11.16  Section 409A of the Code.  It is intended that
Awards granted under the Plan comply with or be exempt from the requirements of
Section 409A of the Code and the Treasury Regulations promulgated thereunder
(and any subsequent notices or guidance issued by the Internal Revenue Service),
and the Plan will be interpreted, administered and operated
accordingly.  Nothing herein shall be construed as an entitlement to
or guarantee of any particular tax treatment to a Participant.


    
      
         


      

      
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