exv10w1






EXHIBIT 10.1




LINDSAY CORPORATION

2010 LONG-TERM INCENTIVE PLAN




(Effective January 25, 2010)




     1. Purpose. The purpose of the Lindsay Corporation 2010 Long-Term Incentive Plan
(the “Plan”) is to attract and retain employees and directors for Lindsay Corporation and its
subsidiaries and to provide such persons with incentives and rewards for superior performance.



     2. Definitions. As used in this Plan, the following terms shall be defined as set
forth below:




     2.1 “Award” means any Options, Stock Appreciation Rights, Restricted
Shares, Deferred Shares (Restricted Stock Units), Performance Shares or Performance Units
granted under the Plan.




     2.2 “Award Agreement” means an agreement, certificate, resolution or other
form of writing or other evidence approved by the Committee which sets forth the terms
and conditions of an Award. An Award Agreement may be in an electronic medium, may be
limited to a notation on the Company’s books and records and, if approved by the
Committee, need not be signed by a representative of the Company or a Participant.




     2.3 “Base Price” means the price to be used as the basis for determining
the Spread upon the exercise of a Freestanding Stock Appreciation Right.




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




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




     2.6 “Committee” means the committee of the Board described in Section 4.




     2.7 “Company” means Lindsay Corporation, a Delaware corporation, or any
successor corporation.




     2.8 “Deferral Period” means the period of time during which Deferred
Shares (Restricted Stock Units) are subject to deferral limitations under Section 8.




     2.9 “Deferred Shares” or “Restricted Stock Units” means an Award pursuant
to Section 8 of the right to receive Shares at the end of a specified Deferral Period.




     2.10 “Employee” means any person, including an officer, employed by the
Company or a Subsidiary.




     2.11 “Fair Market Value” means the fair market value of the Shares as
determined by the Committee from time to time. Unless otherwise determined by the
Committee, the fair market value shall be the closing price for the Shares reported on a
consolidated basis on the New York Stock Exchange on the relevant date or, if there were
no sales on such date, the closing price on the nearest preceding date on which sales
occurred.




     2.12 “Freestanding Stock Appreciation Right” means a Stock Appreciation
Right granted pursuant to Section 6 that is not granted in tandem with an Option or
similar right.




     2.13 “Grant Date” means the date specified by the Committee on which a
grant of an Award shall become effective, which shall not be earlier than the date on
which the Committee takes action with respect thereto.



 









 






     2.14 “Incentive Stock Option” means any Option that is intended to qualify
as an “incentive stock option” under Code Section 422 or any successor provision.




     2.15 “Nonemployee Director” means a member of the Board who is not an
Employee.




     2.16 “Nonqualified Stock Option” means an Option that is not intended to
qualify as an Incentive Stock Option.




     2.17 “Option” means any option to purchase Shares granted under Section 5.




     2.18 “Optionee” means the person so designated in an agreement evidencing
an outstanding Option.




     2.19 “Option Price” means the purchase price payable upon the exercise of
an Option.




     2.20 “Participant” means an Employee or Nonemployee Director who is
selected by the Committee to receive benefits under this Plan, provided that only
Employees shall be eligible to receive grants of Incentive Stock Options.




     2.21 “Performance Objectives” means the performance objectives established
pursuant to this Plan for Participants who have received Awards. Performance Objectives
may be described in terms of Company-wide objectives or objectives that are related to
the performance of the individual Participant or the Subsidiary, division, department or
function within the Company or Subsidiary in which the Participant is employed.
Performance Objectives may be measured on an absolute or relative basis. Relative
performance may be measured by a group of peer companies or by a financial market index.
Any Performance Objectives applicable to a Qualified Performance—Based Award shall be
limited to specified levels of or increases in the Company’s or Subsidiary’s return on
equity, earnings per share, total earnings, earnings growth, return on capital, return on
assets, earnings before interest, taxes, depreciation and/or amortization, sales, sales
growth, gross margin, return on investment, increase in the fair market value of the
Shares, share price (including but not limited to, growth measures and total stockholder
return), operating income or profit, net earnings, cash flow (including, but not limited
to, operating cash flow and free cash flow), cash flow return on investment (which equals
net cash flow divided by total capital), inventory turns, financial return ratios, total
return to shareholders, market share, earnings measures/ratios, economic or incremental
value added, economic profit, balance sheet measurements such as receivable turnover,
internal rate of return, increase in net present value or expense targets, working
capital measurements (such as average working capital divided by sales), customer or
dealer satisfaction surveys and productivity. Any Performance Objectives may provide for
adjustments to exclude the impact of any significant acquisitions or dispositions of
businesses by the Company, one-time non-operating charges, or accounting changes
(including the early adoption of any accounting change mandated by any governing body,
organization or authority). Except in the case of a Qualified Performance—Based Award,
if the Committee determines that a change in the business, operations, corporate
structure or capital structure of the Company, or the manner in which it conducts its
business, or other events or circumstances render the Performance Objectives unsuitable,
the Committee may modify such Performance Objectives or the related minimum acceptable
level of achievement, in whole or in part, as the Committee deems appropriate and
equitable. In the case of a Qualified Performance-Based Award, any such modifications
may not increase the amount payable under such Award.




     2.22 “Performance Period” means a period of time established under Section
9 within which the Performance Objectives relating to Performance Shares, Performance
Units, Deferred Shares (Restricted Stock Units) or Restricted Shares are to be achieved.




     2.23 “Performance Share” means a bookkeeping entry that records the
equivalent of one Share awarded pursuant to Section 9.




     2.24 “Performance Unit” means a bookkeeping entry that records a unit
equivalent to $1.00 awarded pursuant to Section 9.



2









 






     2.25 “Predecessor Plan” means the Lindsay Manufacturing Co. 2006 Long-Term
Incentive Plan.




     2.26 “Qualified Performance—Based Award” means an Award or portion of an
Award that is intended to satisfy the requirements for “qualified performance—based
compensation” under Code Section 162(m). The Committee shall designate any Qualified
Performance—Based Award as such at the time of grant.




     2.27 “Restricted Shares” means Shares granted under Section 7 subject to a
substantial risk of forfeiture.




     2.28 “Shares” means shares of the Common Stock of the Company, $1.00 par
value, or any security into which Shares may be converted by reason of any transaction or
event of the type referred to in Section 11.




     2.29 “Spread” means, in the case of a Freestanding Stock Appreciation
Right, the amount by which the Fair Market Value on the date when any such right is
exercised exceeds the Base Price specified in such right or, in the case of a Tandem
Stock Appreciation Right, the amount by which the Fair Market Value on the date when any
such right is exercised exceeds the Option Price specified in the related Option.




     2.30 “Stock Appreciation Right” means a right granted under Section 6,
including a Freestanding Stock Appreciation Right or a Tandem Stock Appreciation Right.




     2.31 “Subsidiary” means a corporation or other entity in which the Company
has a direct or indirect ownership or other equity interest, provided that for purposes
of determining whether any person may be a Participant for purposes of any grant of
Incentive Stock Options, “Subsidiary” means any corporation (within the meaning of the
Code) in which the Company owns or controls directly or indirectly more than 50 percent
of the total combined voting power represented by all classes of stock issued by such
corporation at the time of such grant.




     2.32 “Tandem Stock Appreciation Right” means a Stock Appreciation Right
granted pursuant to Section 6 that is granted in tandem with an Option or any similar
right granted under any other plan of the Company.



     3. Shares Available Under the Plan.




     3.1 Reserved Shares. Subject to adjustments as provided in Sections 3.2,
3.5 and 11, the maximum number of Shares that may be (i) issued or transferred upon the
exercise of Options or Stock Appreciation Rights, (ii) awarded as Restricted Shares and
released from substantial risk of forfeiture, (iii) issued or transferred in payment of
Deferred Shares (Restricted Stock Units) or Performance Shares, or (iv) issued or
transferred in payment of dividend equivalents paid with respect to Awards, shall not in
the aggregate exceed 400,000 Shares, provided that, in addition, the Shares which remain
available for Awards under the Predecessor Plan on the effective date of this Plan (but
not to exceed 35,000 Shares) shall also be available for Awards under this Plan. Such
Shares may be Shares of original issuance, Shares held in Treasury, or Shares that have
been reacquired by the Company.




     3.2 Accounting for Shares. For purposes of Section 3.1, the following
rules will apply for counting Shares issued or transferred under the Plan:




     (a) If an Award (other than a Dividend Equivalent) is denominated and
payable in Shares, the number of Shares covered by such Award, or to which such
Award relates, shall be counted on the date of grant of such Award against the
aggregate number of Shares available for granting Awards under the Plan.



3









 






     (b) With respect to Performance Shares (including Awards described as
performance stock units) which are payable in Shares, the target number of
Performance Shares shall be counted on the date of grant of such Award against the
aggregate number of Shares available for granting Awards under the Plan. If more
than the target number of Performance Shares is issued in satisfaction of such
Award, the difference will be added to the number of Shares counted against the
aggregate number of Shares available for granting Awards under the Plan at the time
when the Award is settled in Shares. If less than the target number of Performance
Shares is issued in satisfaction of such Award, the difference will be added back to
the number of Shares available for granting Awards under the Plan at the time when
the Award is settled in Shares.




     (c) Dividend Equivalents denominated in Shares and Awards not
denominated, but potentially payable, in Shares shall be counted against the
aggregate number of Shares available for granting Awards under the Plan in such
amount and at such time as the Dividend Equivalents and such Awards are settled in
Shares; provided, however, that Awards that operate in tandem with (whether granted
simultaneously with or at a different time from), or that are substituted for, other
Awards may only be counted once against the aggregate number of Shares available,
and the Committee shall adopt procedures, as it deems appropriate, in order to avoid
double counting.




     (d) Any Shares that are delivered by the Company, and any Awards that
are granted by, or become obligations of, the Company through the assumption by the
Company of, or in substitution for, outstanding awards previously granted by an
acquired company, shall not be counted against the Shares available for granting
Awards under this Plan.




     (e) Notwithstanding anything herein to the contrary, any Shares
related to Awards which terminate by expiration, forfeiture, cancellation, or
otherwise without the issuance of such Shares, are settled in cash in lieu of
Shares, or are exchanged with the Committee’s permission, prior to the issuance of
Shares, for Awards not involving Shares, shall be available again for grant under
this Plan.




     (f) Shares subject to an Award under the Plan will be treated as
having been issued and transferred and may not again be made available for issuance
under the Plan if such Shares are: (i) Shares that were subject to an Option or a
stock-settled Stock Appreciation Right and were not issued upon the net settlement
or net exercise of such Option or Stock Appreciation Right, (ii) Shares delivered to
the Company to pay the Option Price upon exercise of an Option, (iii) Shares
delivered to or withheld by the Company to satisfy withholding taxes, or (iv) Shares
repurchased on the open market with the proceeds of an Option exercise.




     3.3 ISO Maximum. In no event shall the number of Shares issued upon the
exercise of Incentive Stock Options exceed 400,000 Shares, subject to adjustment as
provided in Section 11.




     3.4 Maximum Awards. No Participant may receive Awards representing more
than 350,000 Shares in any rolling 36-month period, subject to adjustment as provided in
Section 11. In addition, the maximum number of Performance Units that may be granted to
a Participant in any rolling 36-month period is 5,000,000.




     3.5 Expired, Forfeited and Unexercised Awards. If any Award granted under
this Plan expires, is forfeited or becomes unexercisable for any reason without having
been exercised or paid in full, the Shares subject thereto which were not exercised or
paid in full shall be available for future Awards under the Plan. Likewise, if any Award
that was outstanding on December 3, 2009 under the Company’s Predecessor Plan or 2001
Long-Term Incentive Plan expires, is forfeited or becomes unexercisable for any reason
without having been exercised or paid in full, the Shares subject thereto which were not
exercised or paid in full shall be added to the number of Shares which are available for
Awards under Section 3.1. An Award of Performance Shares (including Awards described as
performance stock units) shall be treated as not having been paid in full whenever less
than the target number of Performance Shares is issued in satisfaction of such Award, and
the difference will be added to the number of Shares available for Awards under Section
3.1.



4









 





     4. Plan Administration.




     4.1 Board Committee Administration. This Plan shall be administered by
the Compensation Committee appointed by the Board from among its members, provided that
the full Board may at any time act as the Committee. The interpretation and construction
by the Committee of any provision of this Plan or of any Award Agreement and any
determination by the Committee pursuant to any provision of this Plan or any such
agreement, notification or document shall be final and conclusive. No member of the
Committee shall be liable to any person for any such action taken or determination made
in good faith. It is intended that the Compensation Committee will consist solely of
persons who, at the time of their appointment, each qualified as a “Non-Employee
Director” under Rule 16b-3(b)(3)(i) promulgated under the Securities Exchange Act of 1934
and, to the extent that relief from the limitation of Code Section 162(m) is sought, as
an “Outside Director” under Section 1.162-27(e)(3)(i) of the Treasury Regulations issued
under Code Section 162(m).




     4.2 Committee Delegation. The Committee may delegate to one or more
officers of the Company the authority to grant Awards to Participants who are not
directors or executive officers of the Company, provided that the Committee shall have
fixed the total number of Shares or Performance Units subject to such grants. Any such
delegation shall be subject to the limitations of Section 157(c) of the Delaware General
Corporation Law.




     4.3 Awards to Non-Employee Directors. Notwithstanding any other provision
of this Plan to the contrary, all Awards to Non-Employee Directors must be authorized by
the full Board pursuant to recommendations made by the Compensation Committee.



     5. Options. The Committee may from time to time authorize grants to Participants of
Options to purchase Shares upon such terms and conditions as the Committee may determine in
accordance with the following provisions:




     5.1 Number of Shares. Each grant shall specify the number of Shares to
which it pertains.




     5.2 Option Price. Each grant shall specify an Option Price per Share,
which shall be equal to or greater than the Fair Market Value per Share on the Grant
Date, except as provided in Section 11.




     5.3 Consideration. Each grant shall specify the form of consideration to
be paid in satisfaction of the Option Price and the manner of payment of such
consideration, which may include (i) cash in the form of currency or check or other cash
equivalent acceptable to the Company, (ii) nonforfeitable, unrestricted Shares owned by
the Optionee which have a value at the time of exercise that is equal to the Option
Price, (iii) any other legal consideration that the Committee may deem appropriate on
such basis as the Committee may determine in accordance with this Plan, or (iv) any
combination of the foregoing.




     5.4 Cashless Exercise. To the extent permitted by applicable law, the
Option Price and any applicable statutory minimum withholding taxes may be paid from the
proceeds of sale through a bank or broker on the date of exercise of some or all of the
Shares to which the exercise relates.




     5.5 Performance—Based Options. Any grant of an Option may specify
Performance Objectives that must be achieved as a condition to exercise of the Option.




     5.6 Vesting. Each Option grant may specify a period of continuous
employment of the Optionee by the Company or any Subsidiary (or, in the case of a
Nonemployee Director, service on the Board) that is necessary before the Options or
installments thereof shall become exercisable, and any grant may provide for the earlier
exercise of such rights in the event of a change in control of the Company or other
similar transaction or event.



5









 






     5.7 ISO Dollar Limitation. Options granted under this Plan may be
Incentive Stock Options, Nonqualified Stock Options or a combination of the foregoing,
provided that only Nonqualified Stock Options may be granted to Nonemployee Directors.
Each grant shall specify whether (or the extent to which) the Option is an Incentive
Stock Option or a Nonqualified Stock Option. Notwithstanding any such designation, to
the extent that the aggregate Fair Market Value of the Shares with respect to which
Options designated as Incentive Stock Options are exercisable for the first time by an
Optionee during any calendar year (under all plans of the Company) exceeds $100,000, such
Options shall be treated as Nonqualified Stock Options.




     5.8 Exercise Period. No Option granted under this Plan may be exercised
more than ten years from the Grant Date.




     5.9 Award Agreement. Each grant shall be evidenced by an Award Agreement
containing such terms and provisions as the Committee may determine consistent with this
Plan.



     6. Stock Appreciation Rights. The Committee may also authorize grants to
Participants of Stock Appreciation Rights. A Stock Appreciation Right is the right of the
Participant to receive from the Company an amount, which shall be determined by the Committee and
shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the
exercise of such right. Any grant of Stock Appreciation Rights under this Plan shall be upon such
terms and conditions as the Committee may determine in accordance with the following provisions:




     6.1 Payment in Cash or Shares. Any grant may specify that the amount
payable upon the exercise of a Stock Appreciation Right will be paid by the Company in
cash, Shares or any combination thereof or may grant to the Participant or reserve to the
Committee the right to elect among those alternatives.




     6.2 Maximum SAR Payment. Any grant may specify that the amount payable
upon the exercise of a Stock Appreciation Right shall not exceed a maximum specified by
the Committee on the Grant Date.




     6.3 Exercise Period. Any grant may specify (i) a waiting period or
periods before Stock Appreciation Rights shall become exercisable and (ii) permissible
dates or periods on or during which Stock Appreciation Rights shall be exercisable.




     6.4 Change in Control. Any grant may specify that a Stock Appreciation
Right may be exercised only in the event of a change in control of the Company or other
similar transaction or event.




     6.5 Dividend Equivalents. On or after the Grant Date of any Stock
Appreciation Rights, the Committee may provide for the payment to the Participant of
dividend equivalents thereon in cash or Shares on a current, deferred or contingent basis
with respect to any or all dividends or other distributions paid by the Company.




     6.6 Award Agreement. Each grant shall be evidenced by an Award Agreement
which shall describe the subject Stock Appreciation Rights, identify any related Options,
state that the Stock Appreciation Rights are subject to all of the terms and conditions
of this Plan and contain such other terms and provisions as the Committee may determine
consistent with this Plan.




     6.7 Tandem Stock Appreciation Rights. Each grant of a Tandem Stock
Appreciation Right shall provide that such Tandem Stock Appreciation Right may be
exercised only (i) at a time when the related Option (or any similar right granted under
any other plan of the Company) is also exercisable and the Spread is positive and (ii) by
surrender of the related Option (or such other right) for cancellation.




     6.8 Exercise Period. No Stock Appreciation Right granted under this Plan
may be exercised more than ten years from the Grant Date.



6









 






     6.9 Freestanding Stock Appreciation Rights. Regarding Freestanding Stock
Appreciation Rights only:




     (a) Each grant shall specify in respect of each Freestanding Stock
Appreciation Right a Base Price per Share, which shall be equal to or greater than
the Fair Market Value on the Grant Date, except as provided in Section 11;




     (b) Successive grants may be made to the same Participant regardless
of whether any Freestanding Stock Appreciation Rights previously granted to such
Participant remain unexercised; and




     (c) Each grant shall specify the period or periods of continuous
employment of the Participant by the Company or any Subsidiary (or, in the case of a
Nonemployee Director, service on the Board) that are necessary before the
Freestanding Stock Appreciation Rights or installments thereof shall become
exercisable, and any grant may provide for the earlier exercise of such rights in
the event of a change in control of the Company or other similar transaction or
event.



     7. Restricted Shares. The Committee may also authorize grants to Participants of
Restricted Shares upon such terms and conditions as the Committee may determine in accordance with
the following provisions:




     7.1 Transfer of Shares. Each grant shall constitute an immediate transfer
of the ownership of Shares to the Participant in consideration of the performance of
services, subject to the substantial risk of forfeiture and restrictions on transfer
hereinafter referred to.




     7.2 Consideration. To the extent permitted by Delaware law, each grant
may be made without additional consideration from the Participant or in consideration of
a payment by the Participant that is less than the Fair Market Value on the Grant Date.




     7.3 Substantial Risk of Forfeiture. Each grant shall provide that the
Restricted Shares covered thereby shall be subject to a “substantial risk of forfeiture”
within the meaning of Code Section 83 for a period to be determined by the Committee on
the Grant Date, and any grant or sale may provide for the earlier termination of such
risk of forfeiture in the event of a change in control of the Company or other similar
transaction or event.




     7.4 Dividend, Voting and Other Ownership Rights. Unless otherwise
determined by the Committee, an award of Restricted Shares shall entitle the Participant
to dividend, voting and other ownership rights during the period for which such
substantial risk of forfeiture is to continue.




     7.5 Restrictions on Transfer. Each grant shall provide that, during the
period for which such substantial risk of forfeiture is to continue, the transferability
of the Restricted Shares shall be prohibited or restricted in the manner and to the
extent prescribed by the Committee on the Grant Date. Such restrictions may include,
without limitation, rights of repurchase or first refusal in the Company or provisions
subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the
hands of any transferee.




     7.6 Performance—Based Restricted Shares. Any grant or the vesting
thereof may be further conditioned upon the attainment of Performance Objectives
established by the Committee in accordance with the applicable provisions of Section 9
regarding Performance Shares and Performance Units.




     7.7 Dividends. Any grant may require that any or all dividends or other
distributions paid on the Restricted Shares during the period of such restrictions be
automatically sequestered and paid on a deferred basis when the restrictions lapse or
reinvested on an immediate or deferred basis in additional Shares, which may be subject
to the same restrictions as the underlying Award or such other restrictions as the
Committee may determine.



7









 






     7.8 Award Agreements. Each grant shall be evidenced by an Award Agreement
containing such terms and provisions as the Committee may determine consistent with this
Plan. Unless otherwise directed by the Committee, all certificates representing
Restricted Shares, together with a stock power that shall be endorsed in blank by the
Participant with respect to such Shares, shall be held in custody by the Company until
all restrictions thereon lapse.



     8. Deferred Shares (Restricted Stock Units). The Committee may authorize grants of
Deferred Shares (Restricted Stock Units) to Participants upon such terms and conditions as the
Committee may determine in accordance with the following provisions:




     8.1 Deferred Compensation. Each grant shall constitute the agreement by
the Company to issue or transfer Shares to the Participant in the future in consideration
of the performance of services, subject to the fulfillment during the Deferral Period of
such conditions as the Committee may specify.




     8.2 Consideration. Each grant may be made without additional
consideration from the Participant or in consideration of a payment by the Participant
that is less than the Fair Market Value on the Grant Date.




     8.3 Deferral Period. Each grant shall provide that the Deferred Shares
(Restricted Stock Units) covered thereby shall be subject to a Deferral Period, which
shall be fixed by the Committee on the Grant Date, and any grant or sale may provide for
the earlier termination of such period in the event of a change in control of the Company
or other similar transaction or event.




     8.4 Dividend Equivalents and Other Ownership Rights. During the Deferral
Period, the Participant shall not have any right to transfer any rights under the subject
Award, shall not have any rights of ownership in the Deferred Shares and shall not have
any right to vote such shares, but the Committee may on or after the Grant Date authorize
the payment of dividend equivalents on such shares in cash or additional Shares on a
current, deferred or contingent basis with respect to any or all dividends or other
distributions paid by the Company.




     8.5 Performance Objectives. Any grant or the vesting thereof may be
further conditioned upon the attainment of Performance Objectives established by the
Committee in accordance with the applicable provisions of Section 9 regarding Performance
Shares and Performance Units.




     8.6 Award Agreement. Each grant shall be evidenced by an Award Agreement
containing such terms and provisions as the Committee may determine consistent with this
Plan.



     9. Performance Shares and Performance Units. The Committee may also authorize
grants of Performance Shares and Performance Units, which shall become payable to the Participant
upon the achievement of specified Performance Objectives, upon such terms and conditions as the
Committee may determine in accordance with the following provisions:




     9.1 Number of Performance Shares or Units. Each grant shall specify the
number of Performance Shares or Performance Units to which it pertains, which may be
subject to adjustment to reflect changes in compensation or other factors.




     9.2 Performance Period. The Performance Period with respect to each
Performance Share or Performance Unit shall be determined by the Committee and set forth
in the Award Agreement and may be subject to earlier termination in the event of a change
in control of the Company or other similar transaction or event.




     9.3 Performance Objectives. Each grant shall specify the Performance
Objectives that are to be achieved by the Participant.




     9.4 Threshold Performance Objectives. Each grant may specify in respect of the
specified Performance Objectives a minimum acceptable level of achievement
below which no payment




8











 






will be made and may set forth a formula for determining the amount of any payment
to be made if performance is at or above such minimum acceptable level but falls short of
the maximum achievement of the specified Performance Objectives.




     9.5 Payment of Performance Shares and Units. Each grant shall specify the
time and manner of payment of Performance Shares or Performance Units that shall have
been earned, and any grant may specify that any such amount will be paid by the Company
in cash, Shares or any combination thereof or may grant to the Participant or reserve to
the Committee the right to elect among those alternatives.




     9.6 Maximum Payment. Any grant of Performance Shares may specify that the
amount payable with respect thereto may not exceed a maximum specified by the Committee
on the Grant Date. Any grant of Performance Units may specify that the amount payable,
or the number of Shares issued, with respect thereto may not exceed maximums specified by
the Committee on the Grant Date.




     9.7 Dividend Equivalents. Any grant of Performance Shares may provide for
the payment to the Participant of dividend equivalents thereon in cash or additional
Shares on a current, deferred or contingent basis with respect to any or all dividends or
other distributions paid by the Company.




     9.8 Adjustment of Performance Objectives. If provided in the terms of the
grant, the Committee may adjust Performance Objectives and the related minimum acceptable
level of achievement if, in the sole judgment of the Committee, events or transactions
have occurred after the Grant Date that are unrelated to the performance of the
Participant and result in distortion of the Performance Objectives or the related minimum
acceptable level of achievement; provided, however, in the case of a Qualified
Performance-Based Award any such modifications may not increase the amount payable under
such Award.




     9.9 Award Agreement. Each grant shall be evidenced by an Award Agreement
which shall state that the Performance Shares or Performance Units are subject to all of
the terms and conditions of this Plan and such other terms and provisions as the
Committee may determine consistent with this Plan.



     10. Transferability.




     10.1 Transfer Restrictions. Except as provided in Sections 10.2 and 10.4,
no Award granted under this Plan shall be transferable by a Participant other than upon
death by will or the laws of descent and distribution or designation of a beneficiary in
a form acceptable to the Committee, and Options and Stock Appreciation Rights shall be
exercisable during a Participant’s lifetime only by the Participant or, in the event of
the Participant’s legal incapacity, by his guardian or legal representative acting in a
fiduciary capacity on behalf of the Participant under state law. Any attempt to transfer
an Award in violation of this Plan shall render such Award null and void.




     10.2 Limited Transfer Rights. The Committee may expressly provide in an
Award Agreement (or an amendment to an Award Agreement) that a Participant may transfer
such Award (other than an Incentive Stock Option), in whole or in part, to a spouse or
lineal descendant (a “Family Member”), a trust for the exclusive benefit of Family
Members, a partnership or other entity in which all the beneficial owners are Family
Members, or any other entity affiliated with the Participant that may be approved by the
Committee. Subsequent transfers of Awards shall be prohibited except in accordance with
this Section 10.2. All terms and conditions of the Award, including provisions relating
to the termination of the Participant’s employment or service with the Company or a
Subsidiary, shall continue to apply following a transfer made in accordance with this
Section 10.2.




     10.3 Restrictions on Transfer. Any Award made under this Plan may provide
that all or any part of the Shares that are (i) to be issued or transferred by the
Company upon the exercise of Options or Stock Appreciation Rights, upon the termination
of the Deferral Period applicable to Deferred Shares (Restricted Stock Units) or upon
payment under any grant of Performance Shares or



9









 






Performance Units, or (ii) no longer subject to the substantial risk of forfeiture
and restrictions on transfer referred to in Section 7, shall be subject to further
restrictions upon transfer.




     10.4 Domestic Relations Orders. Notwithstanding the foregoing provisions
of this Section 10, any Award made under this Plan may be transferred as necessary to
fulfill any domestic relations order as defined in Code Section 414(p)(1)(B).



     11. Adjustments. The Committee shall make or provide for such adjustments in the
(a) number of Shares covered by outstanding Options, Stock Appreciation Rights, Deferred Shares
(Restricted Stock Units), Restricted Shares and Performance Shares granted hereunder, (b) prices
per share applicable to such Options and Stock Appreciation Rights, and (c) kind of shares covered
thereby (including shares of another issuer), as the Committee in its sole discretion may in good
faith determine to be equitably required in order to prevent dilution or enlargement of the rights
of Participants that otherwise would result from (x) any stock dividend, stock split, combination
or exchange of Shares, recapitalization or other change in the capital structure of the Company,
(y) any merger, consolidation, spin—off, spin—out, split—off, split—up, reorganization, partial
or complete liquidation or other distribution of assets (other than a normal cash dividend),
issuance of rights or warrants to purchase securities or (z) any other corporate transaction or
event having an effect similar to any of the foregoing. Moreover, in the event of any such
transaction or event, the Committee may provide in substitution for any or all outstanding Awards
under this Plan such alternative consideration as it may in good faith determine to be equitable
under the circumstances and may require in connection therewith the cancellation or surrender of
all Awards so replaced. The Committee shall also make or provide for such adjustments in each of
the limitations specified in Section 3 as the Committee in its sole discretion may in good faith
determine to be appropriate in order to reflect any transaction or event described in this Section
11. In the event the Company shall assume outstanding employee awards or the right or obligation
to make such awards in connection with the acquisition of another business or another corporation
or business entity, the Committee may make such adjustments, not inconsistent with the terms of the
Plan, in the terms of Awards as it shall deem appropriate in order to achieve reasonable
comparability or other equitable relationship between the assumed awards and the Awards granted
under the Plan as so adjusted.




     11.1 Change in Control. The Committee shall also be authorized to
determine and specify in any Award Agreement provisions which shall apply upon a change
in control of the Company. A “Change in Control” of the Company for purposes of Awards
made under this Plan shall mean any of the following events: (a) a dissolution or
liquidation of the Company, (b) a sale of substantially all of the assets of the Company,
(c) a merger or combination involving the Company after which the owners of Common Stock
of the Company immediately prior to the merger or combination own less than 50% of the
outstanding shares of common stock of the surviving corporation, or (d) the acquisition
of more than 50% of the outstanding shares of Common Stock of the Company, whether by
tender offer or otherwise, by any “person” (as such term is used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934) other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company. The decision of the
Committee as to whether a Change in Control has occurred shall be conclusive and binding.




     11.2 Cash-Out. In connection with any change in control, the Committee,
without the consent of Participants, may determine that (i) any or all outstanding
Options or Stock Appreciation Rights shall be automatically exercised and cashed out in
exchange for a cash payment for such Options and Stock Appreciation Rights which may not
exceed the Spread between the Option Price or Base Price and Fair Market Value on the
date of exercise, and (ii) any or all other outstanding Awards shall be cashed out in
exchange for such consideration as the Committee may in good faith determine to be
equitable under the circumstances.



     12. Fractional Shares. The Company shall not be required to issue any fractional
Shares pursuant to this Plan. The Committee may provide for the elimination of fractions or for
the settlement thereof in cash.



     13. Withholding Taxes. To the extent that the Company is required to withhold
federal, state, local or foreign taxes in connection with any payment made or benefit realized by a
Participant or other person under this Plan, it shall be a condition to the receipt of such payment
or the realization of such benefit that the Participant or such other person make arrangements
satisfactory to the Company for payment of all such taxes required to be withheld. At the
discretion of the Committee, such arrangements may include relinquishment of a portion of such



10









 





benefit. The Fair Market Value of any Shares withheld or tendered to satisfy any such tax
withholding obligations shall not exceed the amount determined by the applicable minimum statutory
tax withholding rates.




     14. Certain Terminations of Employment, Hardship and Approved Leaves of Absence.
Notwithstanding any other provision of this Plan to the contrary, in the event of termination of
employment by reason of death, disability, normal retirement, early retirement with the consent of
the Company or leave of absence approved by the Company, or in the event of hardship or other
special circumstances, of a Participant who holds an Option or Stock Appreciation Right that is not
immediately and fully exercisable, any Restricted Shares as to which the substantial risk of
forfeiture or the prohibition or restriction on transfer has not lapsed, any Deferred Shares
(Restricted Stock Units) as to which the Deferral Period is not complete, any Performance Shares or
Performance Units that have not been fully earned, or any Shares that are subject to any transfer
restriction pursuant to Section 10.3, the Committee may in its sole discretion take any action that
it deems to be equitable under the circumstances or in the best interests of the Company,
including, without limitation, waiving or modifying any limitation or requirement with respect to
any Award under this Plan. However, any such actions taken by the Committee must comply with the
provisions of Section 21 and the requirements of Code Section 409A and with Code Section 162(m) for
Qualified Performance-Based Awards.



     15. Foreign Participants. In order to facilitate the making of any grant or
combination of grants under this Plan, the Committee may provide for such special terms for Awards
to Participants who are foreign nationals, or who are employed by or perform services for the
Company or any Subsidiary outside of the United States of America, as the Committee may consider
necessary or appropriate to accommodate differences in local law, tax policy or custom. Moreover,
the Committee may approve such supplements to, or amendments, restatements or alternative versions
of, this Plan as it may consider necessary or appropriate for such purposes without thereby
affecting the terms of this Plan as in effect for any other purpose, provided that no such
supplements, amendments, restatements or alternative versions shall include any provisions that are
inconsistent with the terms of this Plan, as then in effect, unless this Plan could have been
amended to eliminate such inconsistency without further approval by the stockholders of the
Company.



     16. Amendments and Other Matters.




     16.1 Plan Amendments. This Plan may be amended from time to time by the
Board, but no such amendment shall increase any of the limitations specified in Section
3, other than to reflect an adjustment made in accordance with Section 11, without the
further approval of the stockholders of the Company. The Board may condition any
amendment on the approval of the stockholders of the Company if such approval is
necessary or deemed advisable with respect to the applicable listing or other
requirements of a national securities exchange or other applicable laws, policies or
regulations.




     16.2 Award Deferrals. The Committee may permit Participants to elect to
defer the issuance of Shares or the settlement of Awards in cash under the Plan pursuant
to such rules, procedures or programs as it may establish for purposes of this Plan. In
the case of an award of Restricted Shares, the deferral may be effected by the
Participant’s agreement to forego or exchange his or her award of Restricted Shares and
receive an award of Deferred Shares (Restricted Stock Units). The Committee also may
provide that deferred settlements include the payment or crediting of interest on the
deferral amounts, or the payment or crediting of dividend equivalents where the deferral
amounts are denominated in Shares. However, any Award deferrals which the Committee
permits must comply with the provisions of Section 21 and the requirements of Code
Section 409A.




     16.3 Conditional Awards. The Committee may condition the grant of any
award or combination of Awards under the Plan on the surrender or deferral by the
Participant of his or her right to receive a cash bonus or other compensation otherwise
payable by the Company or any Subsidiary to the Participant, provided that any such grant
must comply with the provisions of Section 21 and the requirements of Code Section 409A.




     16.4 Repricing Prohibited. The terms of outstanding Awards may not be
amended to reduce the Option Price of outstanding Options or Base Price of outstanding
Stock Appreciation Rights or cancel outstanding Options or Stock Appreciation Rights in
exchange for cash, other Awards or Options or Stock Appreciation Rights with an Option
Price or Base Price that is less than the Option Price or Base Price of the original Options or Stock Appreciation Rights without
stockholder approval,



11









 






provided that nothing herein shall prevent the Committee from taking any action provided for in Section 11.




     16.5 No Employment Right. This Plan shall not confer upon any Participant
any right with respect to continuance of employment or other service with the Company or
any Subsidiary and shall not interfere in any way with any right that the Company or any
Subsidiary would otherwise have to terminate any Participant’s employment or other
service at any time.




     16.6 Tax Qualification. To the extent that any provision of this Plan
would prevent any Option that was intended to qualify under particular provisions of the
Code from so qualifying, such provision of this Plan shall be null and void with respect
to such Option, provided that such provision shall remain in effect with respect to other
Options, and there shall be no further effect on any provision of this Plan.




     16.7 Amendments to Comply with Laws, Regulations or Rules.
Notwithstanding any other provision of the Plan or any Award Agreement to the contrary,
in its sole and absolute discretion and without the consent of any Participant, the Board
may amend the Plan, and the Committee may amend any Award Agreement, to take effect
retroactively or otherwise as it deems necessary or advisable for the purpose of
conforming the Plan or such Award Agreement to any present or future law, regulation or
rule applicable to the Plan, including, but not limited to, Code Section 409A.



     17. Effective Date. This Plan shall become effective upon its approval by the
stockholders of the Company.



     18. Termination. This Plan shall terminate on the tenth anniversary of the date
upon which it is approved by the stockholders of the Company, and no Award shall be granted after
that date.



     19. Limitations Period. Any person who believes he or she is being denied any
benefit or right under the Plan may file a written claim with the Committee. Any claim must be
delivered to the Committee within forty-five (45) days of the specific event giving rise to the
claim. Untimely claims will not be processed and shall be deemed denied. The Committee, or its
designated agent, will notify the Participant of its decision in writing as soon as
administratively practicable. Claims not responded to by the Committee in writing within ninety
(90) days of the date the written claim is delivered to the Committee shall be deemed denied. The
Committee’s decision shall be final, conclusive and binding on all persons. No lawsuit relating to
the Plan may be filed before a written claim is filed with the Committee and is denied or deemed
denied, and any lawsuit must be filed within one year of such denial or deemed denial or be forever
barred.



     20. Governing Law. The validity, construction and effect of this Plan and any Award
hereunder will be determined in accordance with the Delaware General Corporation Law, except to the
extent governed by applicable federal law.



     21. Compliance with Code Section 409A.




     21.1 Awards Subject to Section 409A. The provisions of this Section 21
shall apply to any Award or portion thereof that is or becomes subject to Code Section
409A (“Section 409A”), notwithstanding any provision to the contrary contained in the
Plan or the Award Agreement applicable to such Award. Awards subject to Section 409A
include, without limitation:




     (a) Any Nonqualified Stock Option or Stock Appreciation Right that
permits the deferral of compensation other than the deferral of recognition of
income until the exercise of the Award.




     (b) Any other Award that either (i) provides by its terms for
settlement of all or any portion of the Award on one or more dates following the
Short-Term Deferral Period (as defined below) or (ii) permits or requires the Participant to elect one or more dates
on which the Award will be settled.



12









 






Subject to any applicable U.S. Treasury Regulations promulgated pursuant to Section 409A
or other applicable guidance, the term “Short-Term Deferral Period” means the period
ending on the later of (i) the date that is two and one-half months from the end of the
Company’s fiscal year in which the applicable portion of the Award is no longer subject
to a substantial risk of forfeiture or (ii) the date that is two and one-half months from
the end of the Participant’s taxable year in which the applicable portion of the Award is
no longer subject to a substantial risk of forfeiture. For this purpose, the term
“substantial risk of forfeiture” shall have the meaning set forth in any applicable U.S.
Treasury Regulations promulgated pursuant to Section 409A or other applicable guidance.




     21.2 Deferral and/or Distribution Elections. Except as otherwise
permitted or required by Section 409A or any applicable U.S. Treasury Regulations
promulgated pursuant to Section 409A or other applicable guidance, the following rules
shall apply to any deferral and/or distribution elections (each, an “Election”) that may
be permitted or required by the Committee pursuant to an Award subject to Section 409A:




     (a) All Elections must be in writing and specify the amount of the
distribution in settlement of an Award being deferred, as well as the time and form
of distribution as permitted by this Plan.




     (b) All Elections shall be made by the end of the Participant’s
taxable year prior to the year in which services commence for which an Award may be
granted to such Participant; provided, however, that if the Award qualifies as
“performance-based compensation” for purposes of Section 409A and is based on
services performed over a period of at least twelve (12) months, then the Election
may be made no later than six (6) months prior to the end of such period.




     (c) Elections shall continue in effect until a written election to
revoke or change such Election is received by the Company, except that a written
election to revoke or change such Election must be made prior to the last day for
making an Election determined in accordance with paragraph (b) above or as permitted
by Section 21.3.




     21.3 Subsequent Elections. Any Award subject to Section 409A which
permits a subsequent Election to delay the distribution or change the form of
distribution in settlement of such Award shall comply with the following requirements:




     (a) No subsequent Election may take effect until at least twelve (12)
months after the date on which the subsequent Election is made;




     (b) Each subsequent Election related to a distribution in settlement
of an Award not described in Section 21.4(b), 21.4(c) or 21.4(f) must result in a
delay of the distribution for a period of not less than five (5) years from the date
such distribution would otherwise have been made; and




     (c) No subsequent Election related to a distribution pursuant to
Section 21.4(d) shall be made less than twelve (12) months prior to the date of the
first scheduled payment under such distribution.




     21.4 Distributions Pursuant to Deferral Elections. No distribution in
settlement of an Award subject to Section 409A may commence earlier than:




     (a) Separation from service (as determined pursuant to U.S. Treasury
Regulations or other applicable guidance);




     (b) The date the Participant becomes Disabled (as defined below);




     (c) Death;



13









 






     (d) A specified time (or pursuant to a fixed schedule) that is either
(i) specified by the Committee upon the grant of an Award and set forth in the Award
Agreement evidencing such Award or (ii) specified by the Participant in an Election
complying with the requirements of Section 21.2 and/or 21.3, as applicable;




     (e) To the extent provided by U.S. Treasury Regulations promulgated
pursuant to Section 409A or other applicable guidance, a change in the ownership or
effective control or the Company or in the ownership of a substantial portion of the
assets of the Company; or




     (f) The occurrence of an Unforeseeable Emergency (as defined below).




Notwithstanding anything else herein to the contrary, to the extent that a Participant is
a “Specified Employee” (as defined in Code Section 409A(a)(2)(B)(i)), no distribution
pursuant to Section 21.4(a) in settlement of an Award subject to Section 409A may be made
before the date which is six (6) months after such Participant’s date of separation from
service, or, if earlier, the date of the Participant’s death.




     21.5 Unforeseeable Emergency. The Committee shall have the authority to
provide in the Award Agreement evidencing any Award subject to Section 409A for
distribution in settlement of all or a portion of such Award in the event that a
Participant establishes, to the satisfaction of the Committee, the occurrence of an
Unforeseeable Emergency (as defined in Section 409A). In such event, the amount(s)
distributed with respect to such Unforeseeable Emergency cannot exceed the amounts
necessary to satisfy such Unforeseeable Emergency plus amounts necessary to pay taxes
reasonably anticipated as a result of such distribution(s), after taking into account the
extent to which such hardship is or may be relieved through reimbursement or compensation
by insurance or otherwise or by liquidation of the Participant’s assets (to the extent
the liquidation of such assets would not itself cause severe financial hardship). All
distributions with respect to an Unforeseeable Emergency shall be made in a lump sum as
soon as practicable following the Committee’s determination that an Unforeseeable
Emergency has occurred. The occurrence of an Unforeseeable Emergency shall be judged and
determined by the Committee. The Committee’s decision with respect to whether an
Unforeseeable Emergency has occurred and the manner in which, if at all, the distribution
in settlement of an Award shall be altered or modified, shall be final, conclusive, and
not subject to approval or appeal.




     21.6 Disabled. The Committee shall have the authority to provide in the
Award Agreement evidencing any Award subject to Section 409A for distribution in
settlement of such Award in the event that the Participant becomes Disabled. A
Participant shall be considered “Disabled” if either:




     (a) the Participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment which
can be expected to result in death or can be expected to last for a continuous
period of not less than twelve (12) months, or




     (b) the Participant is, by reason of any medically determinable
physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than twelve (12) months,
receiving income replacement benefits for a period of not less than three (3) months
under an accident and health plan covering employees of the Participant’s employer.




All distributions payable by reason of a Participant becoming Disabled shall be paid in a
lump sum or in periodic installments as established by the Participant’s Election,
commencing as soon as practicable following the date the Participant becomes Disabled.
If the Participant has made no Election with respect to distributions upon becoming
Disabled, all such distributions shall be paid in a lump sum as soon as practicable
following the date the Participant becomes Disabled.




     21.7 Death. If a Participant dies before complete distribution of amounts
payable upon settlement of an Award subject to Section 409A, such undistributed amounts
shall be distributed to his or her beneficiary under the distribution method for death
established by the Participant’s Election as soon as administratively possible following
receipt by the Committee of satisfactory notice and confirmation of the Participant’s
death. If the Participant has made no Election with respect to



14









 






distributions upon death, all such distributions shall be paid in a lump sum as soon as practicable following the
date of the Participant’s death.




     21.8 No Acceleration of Distributions. Notwithstanding anything to the
contrary herein, this Plan does not permit the acceleration of the time or schedule of
any distribution under this Plan in settlement of an Award subject to Section 409A,
except as provided by Section 409A and/or U.S. Treasury Regulations promulgated pursuant
to Section 409A or other applicable guidance.



     22. Predecessor Plan. Upon stockholder approval of this Plan pursuant to Section
17, no new awards will be granted under the Predecessor Plan; provided that the annual grants of
Restricted Stock Units to Nonemployee Directors will be made under the Predecessor Plan on the
effective date of this Plan, and all outstanding awards under the Predecessor Plan on the effective
date of this Plan will be satisfied from the Shares which are available and have been reserved
under the Predecessor Plan.




15