**Exhibit 10.1**

**UNOVA, INC.**

**2004 OMNIBUS INCENTIVECOMPENSATION PLAN**

**Approved May 6, 2004**

**Restated to reflectAmendment No. 1 as of May 16, 2006**

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**UNOVA, INC.2004 OMNIBUS INCENTIVE COMPENSATION PLAN**

**TABLE OF CONTENTS**
|              |                                         | **Page** |
|--------------|----------------------------------------------|----------|
|         |                                         |     |
| Section  1.  | Purposes;  Definitions                       | 3        |
|         |                                         |     |
| Section 2.   | Administration                               | 6        |
|         |                                         |     |
| Section  3.  | Share  Authorization                         | 7        |
|         |                                         |     |
| Section 4.   | Eligibility                                  | 8        |
|         |                                         |     |
| Section 5.   | Stock  Options                               | 9        |
|         |                                         |     |
| Section  6.  | Stock  Appreciation Rights                   | 10       |
|         |                                         |     |
| Section  7.  | Restricted  Stock and Restricted Stock Units | 12       |
|         |                                         |     |
| Section  8.  | Performance  Units/Performance Shares        | 13       |
|         |                                         |     |
| Section  9.  | Cash-Based  and Other Stock-Based Awards     | 14       |
|         |                                         |     |
| Section  10. | Performance  Measures                        | 15       |
|         |                                         |     |
| Section  11. | Covered  Employee Annual Incentive Awards    | 16       |
|         |                                         |     |
| Section  12. | Term,  Amendment and Termination             | 16       |
|         |                                         |     |
| Section  13. | Change  of Control Provisions                | 17       |
|         |                                         |     |
| Section  14. | Unfunded  Status of Plan                     | 19       |
|         |                                         |     |
| Section  15. | Uncertificated  Shares                       | 19       |
|         |                                         |     |
| Section 16.  | Withholding                                  | 19       |
|         |                                         |     |
| Section  17. | General  Provisions                          | 19       |
|         |                                         |     |
| Section  18. | Effective  Date of Plan                      | 21       |

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**SECTION 1.         Purpose;Definitions**

Thepurpose of the Plan is to give the Company a competitive advantage inattracting, retaining and motivating officers and other employees and toprovide the Company and its Subsidiaries with a stock plan providing incentivesdirectly linked to the profitability of the Company’s businesses and increasesin shareholder value.

Forpurposes of the Plan, the following terms are defined as set forth below:

*“**Affiliate”*** shall have the meaning ascribed to such term inRule 12b-2 of the General Rules and Regulations of the Exchange Act.

***“Award”*** means, individually orcollectively, a grant under this Plan of Stock Appreciation Rights, StockOptions, Restricted Stock, Restricted Stock Units, Performance Shares,Performance Units, Covered Employee Annual Incentive Awards, Cash-Based Awardsand Other Stock-Based Awards.

***“Award Agreement*****”** means either (i) a writtenagreement entered into by the Company and an Eligible Individual setting forththe terms and provisions applicable to an Award granted under this Plan, or(ii) a written statement issued by the Company to an Eligible Individualdescribing the terms and provisions of such Award.

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

***“Cash-Based Award*****”** means an Award granted toan Eligible Individual****as describedin Section 9.

***“Change of Control”*** has the meaning set forthin Section 13(b).

***“Code”*** means the Internal Revenue Code of 1986, as amendedfrom time to time, and any successor thereto.

***“Commission”*** means the Securities and ExchangeCommission, or any successor agency.

***“Committee”*** means the Committee referred to inSection 2.

***“Company”*** means UNOVA, Inc., a Delaware corporation.

***“Covered Employee”*** means an EligibleIndividual who is a “covered employee,” as defined in Code Section 162(m) andthe regulations promulgated under Code Section 162(m), or any successorstatute.

***“Covered Employee Annual Incentive Award”*****means an Awardgranted to a Covered Employee as described in Section 10.

***“Disability”*** means permanent and total disability asdetermined for purposes of the Company’s Long Term Disability Plan for thestaff of the Company’s corporate headquarters.

***“Early Retirement”*** means retirement fromemployment with the Company, a Subsidiary, or Affiliate in circumstances inwhich the employee would be entitled to receive retirement benefits under thepension plan of the Company, a Subsidiary, or an Affiliate under which suchemployee is covered.

***“Eligible Individuals”*** means officers or otheremployees of the Company or any of its Subsidiaries and Affiliates andprospective employees who have accepted offers of employment from the Company,a 

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Subsidiary,or an Affiliate who are or will be responsible for or contribute to themanagement, growth or profitability of the business of the Company, itsSubsidiaries, or Affiliates.

***“Exchange Act”*** means the SecuritiesExchange Act of 1934, as amended from time to time, and any successor thereto.

***“Fair Market Value”*****or *“FMV*”** means , as ofany given date, the average of the highest and lowest per share sales pricesreported for a Share during normal business hours on the New York StockExchange (“NYSE”) for such date, , if traded thereon, or, if not tradedthereon, on a national securities exchange, if traded thereon, or, if nottraded thereon, the average of the high and low or closing bid and asked pricesreported on another reporting system that provides such information on theapplicable date, the preceding trading day, the next succeeding trading day, oran average of trading days, as determined by the Committee in its discretion.In the event Shares are not publicly traded at the time a determination oftheir value is required to be made hereunder, the determination of their FairMarket Value shall be made by the Committee in such manner as it deemsappropriate. Such definition(s) of FMV shall be specified in each AwardAgreement and may differ depending on whether FMV is in reference to the grant,exercise, vesting, settlement, or payout of an Award.

***“Freestanding SAR”*** means a SAR that is grantedindependently of any Stock Options, as described in Section 6.

***“Incentive Stock Option”*** or ***“ISO”***means an Option to purchase Shares granted under Section 5 to an EligibleIndividual and that is designated as an Incentive Stock Option and that isintended to meet the requirements of Code Section 422, or any successorprovision.

***“Non-Qualified Stock Option”****or **“NQSO”*** meansan Option that is not intended to meet the requirements of CodeSection 422, or that otherwise does not meet such requirements.

***“Normal Retirement”*** means retirement fromactive employment with the Company or a Subsidiary or an Affiliate as providedfor in such entity’s retirement or pension plan, as applicable.

***“Other Stock-Based Award”*****means an equity-based orequity-related Award not otherwise described by the terms of this Plan, grantedpursuant to Section 9.

***“Performance Measures”*****means measures as describedin Section 10 on which Qualified Performance-Based Awards are based and whichare approved by the Company’s shareholders pursuant to this Plan in order toqualify as Qualified Performance-Based Awards.

***“Performance Period”*****means the period of timeduring which the Performance Measures must be met in order to determine thedegree of payout and/or vesting with respect to an Award.

***“Performance Share”*****means an Award granted to anEligible Individual, as described in Section 8.

***“Performance Unit”*****means an Award granted to anEligible Individual, as described in Section 8.

“***Period of Restriction”*** means theperiod when Restricted Stock or Restricted Stock Units are subject to asubstantial risk of forfeiture (based on the passage of time, the achievementof Performance Measures, or upon the occurrence of other events as determinedby the Committee, in its discretion), as provided in Section 7.

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***“Plan”*** means the UNOVA, Inc. 2004 Omnibus IncentiveCompensation Plan, as set forth herein and as hereinafter amended from time totime.

***“Plan Year*****”** means the Company’s fiscalyear, which begins January 1 and ends December 31.

***“Qualified Performance-Based Award”*** means an Award designatedas such by the Committee at the time of grant, based upon a determination that(i) the recipient is or may be a “covered employee” within the meaning ofSection 162(m)(3) of the Code in the year in which the Company would expect tobe able to claim a tax deduction with respect to such Award and (ii) theCommittee wishes such Award to qualify for the Section 162(m) Exemption.

***“Restricted Stock”*****means an Award granted underSection 7.

***“Restricted Stock Unit”****or **“RSU”***means an Award granted pursuant to Section 7, except no Shares areactually awarded on the date of grant.

***“Retirement”*** means Normal or Early Retirement.

***“Rule 16b-3”*** means Rule 16b-3 aspromulgated by the Commission under Section 16(b) of the Exchange Act, asamended from time to time.

***“Section 162(m) Exemption”*** means the exemption fromthe limitation on deductibility imposed by Section 162(m) of the Code that isset forth in Section 162(m)(4)(C) of the Code.

***“Share”*** means a share of common stock, par value $.01 pershare, of the Company.

***“Stock Appreciation Right”*** means an Award grantedunder Section 6.

***“Stock Option”*** means an Award grantedunder Section 5.

***“Subsidiary”*****means any corporation orother entity, whether domestic or foreign, in which the Company has or obtains,directly or indirectly, a proprietary interest of more than fifty percent (50%)by reason of stock ownership or otherwise.

***“Tandem SAR”*** means a SAR that is granted in connectionwith a related Stock Option pursuant to Section 6 herein, the exercise of whichshall require forfeiture of the right to purchase a Share under the relatedStock Option (and when a Share is purchased under the Stock Option, the TandemSAR shall similarly be canceled).

***“Termination of Employment”*** means the termination ofthe Eligible Individual’s employment with the Company and any of itsSubsidiaries or Affiliates.  An EligibleIndividual employed by a Subsidiary or Affiliate shall also be deemed to incura Termination of Employment if the Subsidiary or Affiliate ceases to be such aSubsidiary or Affiliate, and the Eligible Individual does not immediatelythereafter become an employee of the Company or another Subsidiary orAffiliate.  Temporary absences fromemployment because of illness, vacation or leave of absence and transfers amongthe Company and its Subsidiaries or Affiliates shall not be consideredTerminations of Employment.  If sodetermined by the Committee, an Eligible Individual shall be deemed not to haveincurred a Termination of Employment if the Eligible Individual enters into acontract with the Company, a Subsidiary, or an Affiliate providing for therendering by the Eligible Individual of consulting services to the Company orsuch Subsidiary or Affiliate on terms approved by the Committee; however,Termination of Employment of the Eligible Individual shall occur when suchcontract ceases to be in effect.

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Inaddition, certain other terms used herein have definitions given to them in thefirst place in which they are used.

**SECTION 2.         Administration**

The Plan shall beadministered by the Compensation, Governance and Nominating Committee or suchother committee of the Board as the Board may from time to time designate (the “Committee”),which shall be composed of not less than two independent directors, and shallbe appointed by and serve at the pleasure of the Board.

The Committee shall haveplenary authority to grant Awards pursuant to the terms of the Plan to EligibleIndividuals.

Among other things, theCommittee shall have the authority, subject to its power to delegate itsauthority as described below and subject to the other terms of the Plan:

(a)          To select the EligibleIndividuals to whom Awards may from time to time be granted;

(b)         To determine the number ofShares or other amount to be covered by each Award granted hereunder;

(c)          To determine the terms andconditions of any Award granted hereunder, any vesting condition, restrictionor limitation (which may be related to the performance of the Eligible Individual,the Company, any Subsidiary, or Affiliate, or any business unit of the Company,Subsidiary or Affiliate) and any vesting acceleration or forfeiture waiverregarding any Award and the Shares relating thereto, based on such factors asthe Committee shall determine;

(d)         To modify, amend or adjustthe terms and conditions of any Award, at any time or from time to time,including but not limited to Performance Measures; *provided,however,* that the Committee may not increase the amount payable withrespect to a Qualified Performance-Based Award or waive or alter thePerformance Measures associated therewith or cause such QualifiedPerformance-Based Award to vest earlier than permitted;

(e)          To determine to what extentand under what circumstances Shares and other amounts payable with respect toan Award shall be deferred; and

(f)            To determine under whatcircumstances an Award may be settled in cash or Shares.

The Committee shall havethe authority to adopt, alter and repeal such administrative rules, guidelinesand practices governing the Plan as it shall from time to time deem advisable,to interpret the terms and provisions of the Plan and any Award issued underthe Plan (and any Award Agreement relating thereto) and to otherwise supervisethe administration of the Plan.

The Committee may actonly by a majority of its members then in office, except that the Committeemay, except to the extent prohibited by applicable law or regulation or theapplicable rules of a stock exchange, allocate all or any portion of itsresponsibilities and powers to any one or more of its members and may delegateall or any part of its responsibilities and powers to any person or personsselected by it; *provided, however,* that no suchdelegation may be made that would cause any Award or transaction to becomesubject to (or lose an exemption under) the short-swing profit recoveryprovisions of Section 16(b) of the Exchange Act or cause an Award designated asa Qualified Performance-Based Award not to qualify for, or to cease to qualifyfor, the Section 162(m) Exemption.  Anysuch allocation or delegation may be revoked by the Committee at any time.

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Any determination made bythe Committee or pursuant to delegated authority pursuant to the provisions ofthe Plan with respect to any Award shall be made in the sole discretion of theCommittee or such delegate at the time of the grant of the Award or, unless incontravention of any express term of the Plan, at any time thereafter.  All decisions made by the Committee or anyappropriately delegated officer pursuant to the provisions of the Plan shall befinal and binding on all persons, including the Company and EligibleIndividuals.

Any authority granted tothe Committee may also be exercised by the full Board, except to the extentthat the grant or exercise of such authority would cause any Award ortransaction to become subject to (or lose an exemption under) the short-swingprofit recovery provisions of Section 16(b) of the Exchange Act or cause anAward designated as a Qualified Performance-Based Award not to qualify for, orto cease to qualify for, the Section 162(m) Exemption.  To the extent that any permitted action takenby the Board conflicts with action taken by the Committee, the Board action shallcontrol.

**SECTION 3.         Share Authorization**

(a)*         **Shares Subject to the Plan. *The maximum number of Sharesthat may be issued to Eligible Individuals and their beneficiaries under thePlan shall be three million (3,000,000) Shares. Shares issued under the Plan may be authorized and unissued Shares ormay be treasury Shares.

(b)         *Incentive Stock Option Limit*.  Subject to the limit set forth in Section3(a) on the number of Shares that may be issued in the aggregate under thePlan, the maximum number of Shares that may be issued pursuant to ISOs shall betwo million (2,000,000).

(c)*         **Share Usage. *Shares covered by an Awardshall only be counted as used to the extent they are actually issued.  Any Shares related to Awards which terminateby expiration, forfeiture, cancellation, or otherwise without the issuance ofsuch Shares, are settled in cash in lieu of Shares, or are exchanged with theCommittee’s permission, prior to the issuance of Shares, for Awards notinvolving Shares, shall be available again for grant under the Plan.  Moreover, if the option price of any StockOption granted under the Plan or the tax withholding requirements with respectto any Award granted under the Plan are satisfied by tendering Shares to theCompany (by either actual delivery or by attestation), or if a SAR is exercised,only the number of Shares issued, net of the Shares tendered, if any, will bedeemed delivered for purposes of determining the maximum number of Sharesavailable for delivery under the Plan. The maximum number of Shares available for issuance under the Plan shallnot be reduced to reflect any dividends or dividend equivalents that arereinvested into additional Shares or credited as additional Restricted Stock,Restricted Stock Units, Performance Shares, or Stock-Based Awards.

(d)         *Annual Award Limits.* Unless anduntil the Committee determines that an Award to a Covered Employee shall not bedesigned to qualify as Qualified Performance-Based Award, the following limits(each an “Annual Award Limit,” and, collectively, “Annual Award Limits”) shallapply to grants of such Awards under the Plan:

(i)                         Options: The maximum aggregatenumber of Shares subject to Options granted in any one Plan Year to any oneEligible Individual shall be seven hundred fifty thousand (750,000).

(ii)                      SARs:  The maximum number of Shares subject to StockAppreciation Rights granted in any one Plan Year to any one Eligible Individualshall be seven hundred fifty thousand (750,000).

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(iii)                   Restricted Stock or Restricted Stock Units:  The maximum aggregate grant with respect toAwards of Restricted Stock or Restricted Stock Units in any one Plan Year toany one Eligible Individual shall be two hundred fifty thousand (250,000).

(iv)                  Performance Units or Performance Shares:  The maximum aggregate Award of PerformanceUnits or Performance Shares that an Eligible Individual may receive in any onePlan Year shall be two hundred fifty thousand (250,000) Shares, or equal to thevalue of two hundred fifty thousand (250,000) Shares determined as of the dateof vesting or payout, as applicable.

(v)                     Cash-Based Awards:  The maximum aggregate amount awarded orcredited with respect to Cash-Based Awards to any one Participant in any onePlan Year may not exceed the greater of one hundred thousand****(100,000) Shares or the value of one hundred thousand****(100,000)****Sharesdetermined as of the date of vesting or payout, as applicable.

(vi)                  Other Stock-Based Awards:  The maximum aggregate grant with respect toOther Stock-Based Awards pursuant to Section 9 in any one Plan Year to any oneEligible Individual shall be one hundred thousand****(100,000)****Shares.

(vii)               Covered Employee Annual Incentive Awards:  The maximum aggregate amount awarded orcredited in any one Plan Year with respect to a Covered Employee AnnualIncentive Award shall be determined in accordance with Section 11.

(e)*         **Adjustments in Authorized Shares.*  In the event of any corporate event ortransaction (including, but not limited to, a change in the stock of theCompany or the capitalization of the Company) such as a merger, consolidation,reorganization, recapitalization, separation, stock dividend, stock split,reverse stock split, split up, spin-off, or other distribution of stock orproperty of the Company, combination of Shares, exchange of Shares, dividend inkind, or other like change in capital structure or distribution (other thannormal cash dividends) to shareholders of the Company, or any similar corporateevent or transaction, the Committee, in its sole discretion, in order toprevent dilution or enlargement of Eligible Individuals’ rights under the Plan,shall substitute or adjust, as applicable, the number and kind of Shares thatmay be issued under the Plan or under particular forms of Awards, the numberand kind of Shares subject to outstanding Awards, the option price or grantprice applicable to outstanding Awards, the Annual Award Limits, and othervalue determinations applicable to outstanding Awards.

The Committee, in itssole discretion, may also make appropriate adjustments in the terms of Awardsunder the Plan to reflect or related to such changes or distributions and tomodify any other terms of outstanding Awards, including modifications ofPerformance Measures and changes in the length of Performance Periods. Thedetermination of the Committee as to the foregoing adjustments, if any, shallbe conclusive and binding on Eligible Individuals under the Plan.

**SECTION 4.         Eligibility**

Awards may be grantedunder the Plan to Eligible Individuals. No grant shall be made under this Plan to a director who is not anofficer or a salaried employee of the Company or its Subsidiaries andAffiliates.  Subject to the provisions ofthe Plan, the Committee may, from time to time, select from all EligibleIndividuals, those to whom Awards shall be granted and shall determine, in itssole discretion, the nature of, any and all terms permissible by law, and theamount of each Award.

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**SECTION 5.         STOCK OPTIONS**

(a)          *Grant of Stock Options*.  Subject to the terms and provisions of thePlan, Stock Options may be granted to Eligible Individuals in such number, andupon such terms, and at any time and from time to time as shall be determinedby the Committee, in its sole discretion; *provided, however,*that ISOs may be granted only to eligible employees of the Company or of anycorporate Subsidiary or Affiliate (as permitted by Section 422 of the Code andthe regulations thereunder).

(b)         *Award Agreement*.  Each Stock Option grant shall be evidenced byan Award Agreement that shall specify the option price, the maximum term of theStock Option, the number of Shares to which the Option pertains, the conditionsupon which an Option shall become vested and exercisable, and such otherprovisions as the Committee shall determine which are not inconsistent with theterms of the Plan. The Award Agreement also shall specify whether the StockOption is intended to be an ISO or a NQSO.

(c)          *Option Price*.  The option price for each grant of a StockOption under this Plan shall be as determined by the Committee and shall bespecified in the Award Agreement.  Theoption price shall be based on not less than one hundred percent (100%) of theFMV of the Shares on the date of grant.

(d)         *Term*.  Each Stock Option shall expire at such timeas the Committee shall determine at the time of grant; *provided,however,* that no Stock Option shall be exercisable later than thetenth (10th) anniversary date of its grant. Notwithstanding the foregoing, forStock Options granted to Eligible Individuals that are employed by the Company,a Subsidiary or an Affiliate outside the United States, the Committee has theauthority to grant Stock Options that have a term greater than ten (10) years.

(e)          *Exercise of Stock Options.*  Stock Options granted under this Section 5shall be exercisable at such times and be subject to such restrictions andconditions as the Committee shall in each instance approve, which terms andrestrictions need not be the same for each grant or for each EligibleIndividual.

(f)            *Payment*.  Stock Options granted under this Section 5shall be exercised by the delivery of a notice of exercise to the Company or anagent designated by the Company in a form specified or accepted by theCommittee, or by complying with any alternative procedures which may beauthorized by the Committee, setting forth the number of Shares with respect towhich the Option is to be exercised, accompanied by full payment for theShares.

(g)         *Restrictions on ShareTransferability*.  TheCommittee may impose such restrictions on any Shares acquired pursuant to theexercise of a Stock Option granted under this Section 5 as it may deemadvisable, including, without limitation, minimum holding period requirements,restrictions under applicable federal securities laws, under the requirementsof any stock exchange or market upon which such Shares are then listedand/or traded, or under any blue sky or state securities laws applicableto such Shares.

(h)         *Termination of Employment*.** **Each EligibleIndividual’s Award Agreement shall set forth the extent to which the EligibleIndividual or his or her personal representative shall have the right toexercise the Stock Option following termination of the Eligible Individual’semployment or provision of services to the Company, its Affiliates, itsSubsidiaries, as the case may be. Such provisions shall be determined in thesole discretion of the Committee, shall be included in the Award Agreemententered into with each Eligible Individual, need not be uniform among all StockOptions issued pursuant to this Section 5, and may reflect distinctions basedon the reasons for termination.

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(i)             Transferability of Options.

(a)                      Incentive StockOptions. No ISO granted under the Plan may be sold, transferred, pledged,assigned, or otherwise alienated or hypothecated, other than by will or by thelaws of descent and distribution. Further, all ISOs granted to an EligibleIndividual under this Section 5 shall be exercisable during his or her lifetimeonly by such Eligible Individual.

(b)                     NonqualifiedStock Options. Except as otherwise provided in an EligibleIndividual’s Award Agreement or otherwise determined at any time by theCommittee, no NQSO granted under this Section 5 may be sold, transferred,pledged, assigned, or otherwise alienated or hypothecated, other than by willor by the laws of descent and distribution; *provided, however,*that the Board or Committee may permit further transferability, on a general ora specific basis, and may impose conditions and limitations on any permittedtransferability.  Further, except asotherwise provided in an Eligible Individual’s Award Agreement or otherwise determinedat any time by the Committee, or unless the Board or Committee decides topermit further transferability, all NQSOs granted to an Eligible Individualunder this Section 5 shall be exercisable during his or her lifetime only bysuch Eligible Individual.  With respectto those NQSOs, if any, that are permitted to be transferred to another person,references in the Plan to exercise or payment of the Option Price by theEligible Individual shall be deemed to include, as determined by the Committee,the Eligible Individual’s permitted transferee.

(j)             *Notificationof Disqualifying Disposition*.  If any Eligible Individual shall make any disposition of Shares issuedpursuant to the exercise of an ISO under the circumstances described in Section421(b) of the Code (relating to certain disqualifying dispositions), such EligibleIndividual shall notify the Company of suchdisposition within ten (10) days thereof.

(k)          *Substituting SARs.*  Only in the event the Company is notaccounting for equity compensation under APB Opinion No. 25, the Committee maysubstitute, without receiving Eligible Individual permission, SARs paid only inStock for outstanding Stock Options; *provided, however,*that the terms of such SARs are the same as the terms for the Stock Options andthe aggregate difference between the Fair Market Value of the underlying Sharesand the grant price of the SARs is equivalent to the aggregate differencebetween the Fair Market Value of the underlying Shares and the Option Price ofthe Stock Options.

**SECTION 6.         Stock Appreciation Rights**

(a)          *Grant of SARS. *Subject to the terms andconditions of the Plan, SARS may be granted to Eligible Individuals at any timeand from time to time as shall be determined by the Committee.  The Committee may grant Freestanding SARS,Tandem SARs, or any combination of these forms of SARs.

Subject to the terms and conditions of the Plan, the Committee shallhave complete discretion in determining the number of SARs granted to eachEligible Individual and, consistent with the provisions of the Plan, indetermining the terms and conditions pertaining to such SARs.

The grant price for each grant of a Freestanding SAR shall bedetermined by the Committee and shall be specified in the Award Agreement. Thegrant price may include (but not be limited to) a grant price based on onehundred percent (100%) of the FMV of the Shares on the date of grant, a grantprice that is set at a premium to the FMV of the Shares on the date of grant,or is indexed to the FMV of the Shares on the date of grant, with the indexdetermined by the Committee, in its discretion. The grant price of Tandem SARsshall be equal to the option price of the related Stock Option.

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(b)         *Award Agreement. *Each SAR Award shall beevidenced by an Award Agreement that shall specify the grant price, the term ofthe SAR, and such other provisions as the Committee shall determine.

(c)          *Term of SAR. *The term of a SAR grantedunder the Plan shall be determined by the Committee, in its sole discretion,and except as determined otherwise by the Committee and specified in the AwardAgreement, no SAR shall be exercisable later than the tenth (10th) anniversarydate of its grant. Notwithstanding the foregoing, for SARs granted to EligibleIndividuals outside the United States, the Committee has the authority to grantSARs that have a term greater than ten (10) years.

(d)         *Exercise of Freestanding SARs*.  Freestanding SARs may be exercised uponwhatever terms and conditions the Committee, in its sole discretion, imposes.

(e)          *Exercise of Tandem SARs.*  Tandem SARs may be exercised for all or partof the Shares subject to the related Stock Option upon the surrender of theright to exercise the equivalent portion of the related Stock Option. A TandemSAR may be exercised only with respect to the Shares for which its relatedStock Option is then exercisable.

Notwithstanding any other provision of this Plan to the contrary, withrespect to a Tandem SAR granted in connection with an ISO (i) the Tandem SARwill expire no later than the expiration of the underlying ISO; (ii) the valueof the payout with respect to the Tandem SAR may be for no more than onehundred percent (100%) of the excess of the Fair Market Value of the Sharessubject to the underlying ISO at the time the Tandem SAR is exercised over theoption price of the underlying ISO; and (iii) the Tandem SAR may be exercisedonly when the Fair Market Value of the Shares subject to the ISO exceeds theoption price of the ISO.

(f)            *Payment of SAR Amount. *Upon the exercise of a SAR,an Eligible Individual shall be entitled to receive payment from the Company inan amount determined by multiplying:

(i)                         The excess ofthe Fair Market Value of a Share on the date of exercise over the grant price;by

(ii)                      The number ofShares with respect to which the SAR is exercised.

At the discretion of the Committee, the payment upon SAR exercise maybe in cash, Shares, or any combination thereof, or in any other manner approvedby the Committee in its sole discretion. The Committee’s determinationregarding the form of SAR payout shall be set forth in the Award Agreementpertaining to the grant of the SAR.

(g)         *Termination of Employment.* Each AwardAgreement shall set forth the extent to which the Eligible Individual shallhave the right to exercise the SAR following termination of the EligibleIndividual’s employment with or provision of services to the Company, itsAffiliates, and/or its Subsidiaries, as the case may be. Such provisions shallbe determined in the sole discretion of the Committee, shall be included in theAward Agreement entered into with Eligible Individuals, need not be uniformamong all SARs issued pursuant to the Plan, and may reflect distinctions basedon the reasons for termination.

(h)         *Nontransferability of SARs. *Except as otherwise providedin an Award Agreement or otherwise at any time by the Committee, no SAR grantedunder the Plan may be sold, transferred, pledged, assigned, or otherwisealienated or hypothecated, other than by will or by the laws of descent anddistribution. Further, except as otherwise provided in an Award Agreement orotherwise at any time by the Committee, all SARs granted to an EligibleIndividual under the Plan shall be exercisable 

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during his or her lifetime only by such Eligible Individual.  With respect to those SARs, if any, that arepermitted to be transferred to another person, references in the Plan toexercise of the SAR by the Eligible Individual or payment of any amount to theEligible Individual shall be deemed to include, as determined by the Committee,the Eligible Individual’s permitted transferee.

(i)             *OtherRestrictions. *The Committeeshall impose such other conditions and/or restrictions on any Shares receivedupon exercise of a SAR granted pursuant to the Plan as it may deem advisable ordesirable. These restrictions may include, but shall not be limited to, arequirement that the Eligible Individual hold the Shares received upon exerciseof a SAR for a specified period of time.

**SECTION7.         Restricted Stock and RestrictedStock Units**

(a)*         **Grant of Restricted Stock orRestricted Stock Units*. Subject to the terms and provisions of thePlan, the Committee, at any time and from time to time, may grant Shares ofRestricted Stock and/or Restricted Stock Units to Eligible Individuals in suchamounts as the Committee shall determine. Restricted Stock Units shall besimilar to Restricted Stock except that no Shares are actually awarded to theEligible Individual on the date of grant.

(b)         *Restricted Stock or RestrictedStock Unit Agreement.*  EachRestricted Stock and/or Restricted Stock Unit grant shall be evidenced by anAward Agreement that shall specify the Period(s) of Restriction, the number ofShares of Restricted Stock or the number of Restricted Stock Units granted, andsuch other provisions as the Committee shall determine.

(c)*         **Transferability*. Except asprovided in this Plan or an Award Agreement, the Shares of Restricted Stockand/or Restricted Stock Units granted herein may not be sold, transferred,pledged, assigned, or otherwise alienated or hypothecated until the end of theapplicable Period of Restriction established by the Committee and specified inthe Award Agreement (and in the case of Restricted Stock Units until the dateof delivery or other payment), or upon earlier satisfaction of any other conditions,as specified by the Committee, in its sole discretion, and set forth in theAward Agreement or otherwise at any time by the Committee. All rights withrespect to the Restricted Stock and/or Restricted Stock Units granted to anEligible Individual under the Plan shall be available during his or herlifetime only to such Eligible Individual, except as otherwise provided in anAward Agreement or at any time by the Committee.

(d)         *Other Restrictions*. The Committeeshall impose such other conditions and/or restrictions on any Shares ofRestricted Stock or Restricted Stock Units granted pursuant to the Plan as itmay deem advisable including, without limitation, a requirement that EligibleIndividuals pay a stipulated purchase price for each Share of Restricted Stockor each Restricted Stock Unit, restrictions based upon the achievement ofspecific performance goals, time-based restrictions on vesting following theattainment of the performance goals, time-based restrictions, and/orrestrictions under applicable laws or under the requirements of any stockexchange or market upon which such Shares are listed or traded, or holdingrequirements or sale restrictions placed on the Shares by the Company uponvesting of such Restricted Stock or Restricted Stock Units.

To the extent deemedappropriate by the Committee, the Company may retain any certificatesrepresenting Shares of Restricted Stock in the Company’s possession until suchtime as all conditions and/or restrictions applicable to such Shares have beensatisfied or lapse.

Notwithstanding theforegoing, but subject to the provisions of Section 8 hereof, no Award in theform of Restricted Stock or RSUs, the vesting of which is conditioned only uponthe continued service of the Eligible Individual, shall vest earlier than thefirst, second and third anniversaries of the date of grant 

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thereof, on each of whichdates a maximum of one-third of the Shares subject to the Award may vest, andno award in the form of Restricted Stock or RSUs, the vesting of which is conditionedupon the attainment of a specified Performance Goal or Goals, shall vestearlier than the first anniversary of the date of grant thereof.

**SECTION8.         Performance Units/PerformanceShares**

(a)*         **Grant of PerformanceUnits/Performance Shares*. Subject to the terms and provisions of the Plan, the Committee, atany time and from time to time, may grant Performance Units and/or PerformanceShares to Eligible Individuals in such amounts and upon such terms as theCommittee shall determine.

(b)*        **Value of PerformanceUnits/Performance Shares*.  EachPerformance Unit shall have an initial value that is established by theCommittee at the time of grant. Each Performance Share shall have an initialvalue equal to the Fair Market Value of a Share on the date of grant. TheCommittee shall set Performance Measures in its discretion which, depending onthe extent to which they are met, will determine the value and/or number ofPerformance Units/Performance Shares that will be paid out to the EligibleIndividual.

(c)          *Earning of PerformanceUnits/Performance Shares*. Subject to the terms of this Plan, after the applicable PerformancePeriod has ended, the holder of Performance Units/Performance Shares shall beentitled to receive a payout of the value and number of PerformanceUnits/Performance Shares earned by the Eligible Individual over the PerformancePeriod, to be determined as a function of the extent to whichthe corresponding Performance Measures have been achieved.

(d)*        **Form and Timing of Payment ofPerformance Units/Performance Shares*.  Payment of earned PerformanceUnits/Performance Shares shall be as determined by the Committee and asevidenced in the Award Agreement. Subject to the terms of the Plan,the Committee, in its sole discretion, may pay earned PerformanceUnits/Performance Shares in the form of cash or in Shares (or in a combinationthereof) equal to the value of the earned Performance Units/Performance Sharesat the close of the applicable Performance Period, or as soon as practicableafter the end of the Performance Period. Any Shares may be granted subject toany restrictions deemed appropriate by the Committee. The determination of theCommittee with respect to the form of payout of such Awards shall be set forthin the Award Agreement pertaining to the grant of the Award.

(e)*         **Termination of Employment*.  Each Award Agreement shall set forth theextent to which the Eligible Individual shall have the right to retainPerformance Units and/or Performance Shares following termination of theEligible Individual’s employment with or provision of services to the Company,its Affiliates, and/or its Subsidiaries, as the case may be. Such provisionsshall be determined in the sole discretion of the Committee, shall be includedin the Award Agreement entered into with each Eligible Individual, need not beuniform among all Awards of Performance Units or Performance Shares issuedpursuant to the Plan, and may reflect distinctions based on the reasons fortermination.

(f)*           **Nontransferability*.  Except as otherwise provided in an EligibleIndividual’s Award Agreement or otherwise at any time by the Committee,Performance Units/Performance Shares may not be sold, transferred, pledged,assigned, or otherwise alienated or hypothecated, other than by will or by thelaws of descent and distribution. Further, except as otherwise provided in anEligible Individual’s Award Agreement or otherwise at any time by theCommittee, an Eligible Individual’s rights under the Plan shall be exercisableduring his or her lifetime only by such Eligible Individual.

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**SECTION 9.         Cash-Based Awards and Other Stock-Based Awards**

(a)*         **Other Stock-Based Awards. *The Committee may grantother types of equity-based or equity-related Awards not otherwise described bythe terms of this Plan (including the grant or offer for sale of unrestrictedShares) in such amounts and subject to such terms and conditions, as theCommittee shall determine. Such Awards may involve the transfer of actualShares to Eligible Individuals, or payment in cash or otherwise of amountsbased on the value of Shares and may include, without limitation, Awardsdesigned to comply with or take advantage of the applicable local laws ofjurisdictions other than the United States.

Except with respect to a maximum of five percent (5%) of the Sharesauthorized in Section 3(d)(vi), any Awards of Other Stock-Based Awards whichvest on the basis of the Eligible Individual’s continued employment with orprovision of service to the Company shall not provide for vesting which is anymore rapid than annual pro rata vesting over a three (3) year period and anyAwards of Other Stock-Based Awards which vest upon the attainment ofPerformance Measures shall provide for a performance period of at least twelve(12) months*.*

(b)         *Grant of Cash-Based Awards*.  Subject to the terms and provisions ofthe Plan, the Committee, at any time and from time to time, may grantCash-Based Awards to Eligible Individuals in such amounts and upon such terms,including the achievement of specific Performance Measures, as the Committeemay determine.

(c)          *Value of Cash-Based and OtherStock-Based Awards.*  EachCash-Based Award shall specify a payment amount or payment range as determinedby the Committee. Each Other Stock-Based Award shall be expressed in terms ofShares or units based on Shares, as determined by the Committee. The Committeemay establish performance goals in its discretion. If the Committee exercisesits discretion to establish performance goals, the number and/or value ofCash-Based Awards or Other Stock-Based Awards that will be paid out to theEligible Individual will depend on the extent to which the Performance Measuresare met.

(d)         *Payment of Cash-Based Awards andOther Stock-Based Awards*. Payment, if any, with respect to a Cash-Based Award or an Other Stock-BasedAward shall be made in accordance with the terms of the Award, in cash orShares, or any combination thereof, as the Committee determines.

(e)          *Termination of Employment. *TheCommittee shall determine the extent to which the Eligible Individual shallhave the right to receive Cash-Based Awards or Other Stock-Based Awardsfollowing termination of the Eligible Individual’s employment with or provision of services to the Company, its Affiliates,and/or its Subsidiaries, as the case may be. Such provisions shall bedetermined in the sole discretion of the Committee, such provisions may beincluded in an Award Agreement entered into with each EligibleIndividual, but need not be uniform amongall Awards of Cash-Based Awards or Other Stock-Based Awards issued pursuant tothe Plan, and may reflect distinctions based on the reasons for termination.

(f)            *Nontransferability. *Except as otherwisedetermined by the Committee, neither Cash-Based Awards nor Other Stock-BasedAwards may be sold, transferred, pledged, assigned, or otherwise alienated orhypothecated, other than by will or by the laws of descent and distribution.Further, except as otherwise provided by the Committee, an Eligible Individual’srights under the Plan, if exercisable, shall be exercisable during his or herlifetime only by such Eligible Individual. With respect to those Cash-BasedAwards or Other Stock-Based Awards, if any, that are permitted to betransferred to another person, references in the Plan to exercise or payment ofsuch Awards by or to the Eligible 

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Individual shall be deemed to include, as determined by the Committee,the Eligible Individual’s permitted transferee.

**SECTION10.       Performance Measures**

(a)*         **Performance Measures. *Unless and until theCommittee proposes for shareholder vote and the shareholders approve a changein the general Performance Measures set forth in this Section 10, thePerformance Measures upon which the payment or vesting of an Award to a CoveredEmployee (other than a Covered Employee Annual Incentive Award awarded orcredited pursuant to Section 11) that is intended to qualify as QualifiedPerformance-Based Award shall be limited to the following Performance Measures:

(i)                                     Net earnings ornet income (before or after taxes);

(ii)                                  Earnings pershare (basic or fully diluted);

(iii)                               Net salesgrowth or bookings growth;

(iv)                              Net operatingprofit;

(v)                                 Return measures(including, but not limited to, return on assets, capital, net capitalutilized, equity, or sales);

(vi)                              Cash flow(including, but not limited to, operating cash flow, free cash flow, and cashflow return on capital);

(vii)                           Earnings beforeor after taxes, interest, depreciation, and/or amortization;

(viii)                        Gross oroperating profit;

(ix)                                Productivityratios;

(x)                                   Efficiencyratios;

(xi)                                Share price(including, but not limited to, growth measures and total shareholder return);

(xii)                             Expensetargets;

(xiii)                          Margins;

(xiv)                         Operatingefficiency;

(xv)                            Capitalefficiency;

(xvi)                         Strategictargets;

(xvii)                      Economicprofit;

(xviii)                   Customer satisfaction;

(xix)                           Working capitaltargets;

(xx)                              Cash valueadded (“CVA”); and

(xxi)                           Economic valueadded (“EVA®”).

Any Performance Measure(s) may be used to measure the performance ofthe Company, Subsidiary, and/or Affiliate as a whole or any business unit ofthe Company, Subsidiary, and/or Affiliate or any combination thereof, as theCommittee may deem appropriate, or any of the above Performance Measures ascompared to the performance of a group of comparator companies, or published orspecial index that the Committee, in its sole discretion, deems appropriate.The Committee also has the authority to provide for accelerated vesting of anyAward based on the achievement of Performance Measures pursuant to thePerformance Measures specified in this Section 10.

(b)*        **Evaluation of Performance.*The Committeemay provide in any such Award that any evaluation of performance may include orexclude any of the following events that occurs during a Performance Period:(i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii)the effect of changes in tax laws, accounting principles, or other laws orprovisions affecting reported results, (iv) any reorganization andrestructuring programs, (v) extraordinary nonrecurring items as described inAccounting Principles Board Opinion No. 30 and/or in Management’s Discussionand Analysis of Financial Condition and Results of Operations appearing in theCompany’s annual report to 

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shareholders for the applicable year, (vi) acquisitions ordivestitures, (vii) foreign exchange gains and losses, and (viii) gains andlosses on asset sales. To the extent such inclusions or exclusions affectAwards to Covered Employees, they shall be prescribed in a form that meets therequirements of the Section 162(m) Exemption.

(c)*         **Adjustment of QualifiedPerformance-Based Awards. *Awards that aredesigned to qualify as Qualified Performance-Based Awards, and that are held byCovered Employees, may not be increased. The Committee shall retain thediscretion to reduce such Awards, either on a formula or discretionary basis orany combination, as the Committee determines.

(d)         *Committee Discretion.*  In the event that applicable tax and/orsecurities laws or stock exchange listing requirements change to permitCommittee discretion to alter the governing Performance Measures withoutobtaining shareholder approval of such changes, the Committee shall have solediscretion to make such changes without obtaining shareholder approval. Inaddition, in the event that the Committee determines that it is advisable to grantAwards that shall not qualify as Qualified Performance-Based Award, theCommittee may make such grants without satisfying the requirements of CodeSection 162(m) and may base vesting on Performance Measures other than thoseset forth in Section 10(a).

**SECTION 11.       Covered Employee Annual Incentive Awards**

(a)          *Establishment of IncentivePool. *The Committee may designateCovered Employees who are eligible to receive a monetary payment in any PlanYear based on a percentage of an incentive pool equal to the greater of (i) tenpercent (10%) of the Company’s gross profit for the Plan Year, (ii) ten percent(10%) of the Company’s consolidated operating earnings for the Plan Year, (iii)ten percent (10%) of the Company’s operating cash flow for the Plan Year, and(d) ten percent (10%) of the Company’s net income for the Plan Year.  The Committee shall allocate an incentivepool percentage to each designated Covered Employee for each Plan Year.  In no event may the incentive pool percentagefor any one Covered Employee exceed twenty-five percent (25%) of the total poolfor the Plan Year.  The sum of theincentive pool percentages for all Covered Employees cannot exceed one hundredpercent (100%) of the total pool for the Plan Year.

(b)         *Determination of Covered Employees’Portions.*  As soon aspossible after the determination of the incentive pool for a Plan Year, theCommittee shall calculate each Covered Employee’s allocated portion of theincentive pool based upon the percentage established at the beginning of thePlan Year. Each Covered Employee’s incentive award then shall be determined bythe Committee based on the Covered Employee’s allocated portion of theincentive pool subject to adjustment in the sole discretion of the Committee.In no event may the portion of the incentive pool allocated to a CoveredEmployee be increased in any way, including as a result of the reduction of anyother Covered Employee’s allocated portion. The Committee shall retain thediscretion to reduce such Awards.

**SECTION 12.       Term, Amendment and Termination**

(a)          *Term. *The Plan will terminate onthe tenth anniversary of the effective date of the Plan, as provided in Section18.  Under the Plan, Awards outstandingas of such date shall not be affected or impaired by the termination of thePlan.

(b)         *Amendment, Modification,Suspension, and Termination.*  Subject to Section 12(d), the Committee may,at any time and from time to time, alter, amend, modify, suspend, orterminate the Plan and any Award Agreement in whole or in part; *provided, however,* that, without the prior approval of theCompany’s shareholders and except as provided in Sections 3(d) and 5(k), StockOptions or SARs issued under the Plan will not be repriced, replaced, orregranted through cancellation, or by lowering 

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the option price of a previously granted Stock Option or the grantprice of a previously granted SAR, and no amendment of the Plan shall be madewithout shareholder approval if shareholder approval is required by law,regulation, or stock exchange rule.

(c)          *Adjustment of Awards Upon theOccurrence of Certain Unusual or Nonrecurring Events.*  The Committee may make adjustments in theterms and conditions of, and the criteria included in, Awards in recognition ofunusual or nonrecurring events (including, without limitation, the eventsdescribed in Section 3(e) hereof) affecting the Company or the financialconditions of the Company or of changes in applicable laws, regulations, oraccounting principles, whenever the Committee determines that such adjustmentsare appropriate in order to prevent unintended dilution or enlargement of thebenefits or potential benefits intended to be made available under the Plan.The determination of the Committee as to the foregoing adjustments, if any,shall be conclusive and binding on Eligible Individuals under the Plan.

(d)         *Awards Previously Granted.*  Notwithstanding any other provision of thePlan to the contrary, no termination, amendment, suspension, or modification ofthe Plan or an Award Agreement shall adversely affect in any material wayany Award previously granted under the Plan, without the written consent of theEligible Individual holding such Award.

**SECTION 13.       Change of Control Provisions**

(a)          *Impact of Event*.  Notwithstanding any other provision of thePlan to the contrary, in the event of a Change of Control:

(i)                         Any StockOptions and SARs outstanding as of the date such Change of Control isdetermined to have occurred, and which are not then exercisable and vested,shall become fully exercisable and vested to the full extent of the originalgrant.

(ii)                      Therestrictions and deferral limitations applicable to any Restricted Stock or RSUshall lapse, and such Restricted Stock or RSU shall become free of allrestrictions and become fully vested and transferable to the full extent of theoriginal grant.

(iii)                   The incentive pool used todetermine Covered Employee Annual Incentive Awards shall be based on the grossprofit, consolidated operating earnings, operating cash flow or net income ofthe Plan Year immediately preceding the year of the Change of Control, or suchother method of payment as may be determined by the Committee at the time ofthe Award or thereafter but prior to the Change of Control;

(iv)                  The target payoutopportunities attainable under all outstanding Awards of Restricted Stock orRestricted Stock Units whose restrictions are based on performance criteria,Performance Units, and Performance Shares, shall be deemed to have been fullyearned based on targeted performance being attained as of the effective date ofthe Change of Control;

(v)                     The vesting of all Awardsdenominated in Shares shall be accelerated as of the effective date of theChange of Control, and shall be paid out to Eligible Individuals within thirty(30) days following the effective date of the Change of Control. The Committeehas the authority to pay all or any portion of the value of the Shares in cash;

(vi)                  Awards denominated in cashshall be paid to Eligible Individuals in cash within thirty (30) days followingthe effective date of the Change of Control;

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(vii)               Upon a Change of Control,unless otherwise specifically provided in a written agreement entered intobetween the Eligible Individual and the Company, the Committee shall pay outall Cash-Based and Other Stock-Based Awards; and

(viii)            The Committee may also makeadditional adjustments and/or settlements of outstanding Awards as it deemsappropriate and consistent with the Plan’s purposes.

(b)         *Definition of Change of Control*.  For purposes of the Plan, a “Change ofControl” shall mean the happening of any of the following events:

(i)                         An acquisitionby any individual, entity or group (within the meaning of Section 13(d)(3) or14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within themeaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or moreof either (a) the then outstanding Shares of the Company (the “OutstandingCompany Shares”) or (b) the combined voting power of the then outstandingvoting securities of the Company entitled to vote generally in the election ofdirectors (the “Outstanding Company Voting Securities”); excluding, however,the following:  (w) any acquisitiondirectly from the Company, other than an acquisition by virtue of the exerciseof a conversion privilege unless the security being so converted was itselfacquired directly from the Company, (x) any acquisition by the Company, (y) anyacquisition by any employee benefit plan (or related trust) sponsored ormaintained by the Company or any entity controlled by the Company, or (z) anyacquisition pursuant to a transaction which complies with clauses (1), (2) and(3) of subsection (iii) of this Section 13(b); or

(ii)                      Individualswho, as of the effective date of the Plan, constitute the Board (the “IncumbentBoard”) cease for any reason to constitute at least a majority of the Board; *provided, however,* that any individual who becomes a memberof the Board subsequent to such effective date of the Plan, whose election, ornomination for election by the Company’s shareholders, was approved by a voteof at least a majority of directors then comprising the Incumbent Board shallbe considered as though such individual were a member of the Incumbent Board;but, *provided further,* that any suchindividual whose initial assumption of office occurs as a result of either anactual or threatened election contest (as such terms are used in Rule 14a-11of Regulation 14A promulgated under the Exchange Act) or other actual orthreatened solicitation of proxies or consents by or on behalf of a Personother than the Board shall not be so considered as a member of the IncumbentBoard; or

(iii)                   The approval by theshareholders of the Company of a reorganization, merger or consolidation orsale or other disposition of all or substantially all of the assets of theCompany (“Business Combination”) or if consummation of such BusinessCombination is subject, at the time of such approval by shareholders, to theconsent of any government or governmental agency, obtaining of such consent(either explicitly or implicitly by consummation); excluding, however, such aBusiness Combination pursuant to which (1) all or substantially all of theindividuals and entities who are the beneficial owners, respectively, of theOutstanding Company Shares and Outstanding Company Voting Securitiesimmediately prior to such Business Combination will beneficially own, directlyor indirectly, more than 60% of, respectively, the outstanding Shares, and thecombined voting power of the outstanding voting securities entitled to votegenerally in the election of directors, as the case may be, of the corporationresulting from such Business Combination (including, without limitation, acorporation which as a result of such transaction owns the Company or all orsubstantially all of the Company’s assets either directly or through one ormore subsidiaries) in substantially the same proportions as their ownership,immediately prior to such Business Combination, of the 

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Outstanding Company Shares and Outstanding Company Voting Securities,as the case may be, (2) no Person (other than any employee benefit plan (orrelated trust) sponsored or maintained by the Company or any corporationcontrolled by the Company or such corporation resulting from such BusinessCombination) will beneficially own, directly or indirectly, 30% or more of,respectively, the outstanding Shares of the corporation resulting from suchBusiness Combination or the combined voting power of the outstanding votingsecurities of such corporation entitled to vote generally in the election of directorsexcept to the extent that such ownership existed with respect to the Companyprior to the Business Combination and (3) at least a majority of the members ofthe board of directors of the corporation resulting from such BusinessCombination will have been members of the Incumbent Board at the time of theexecution of the initial agreement, or of the action of the Board, providingfor such Business Combination; or

(iv)                  The approval by theshareholders of the Company of a complete liquidation or dissolution of theCompany.

**SECTION 14.       Unfunded Status of Plan**

It is presently intendedthat the Plan constitute an “unfunded” plan for incentive and deferredcompensation.  The Committee mayauthorize the creation of trusts or other arrangements to meet the obligationscreated under the Plan to deliver Shares or make payments; provided, however,that unless the Committee otherwise determines, the existence of such trusts orother arrangements is consistent with the “unfunded” status of the Plan.

**SECTION 15.       Uncertificated Shares**

To the extent that thePlan provides for issuance of certificates to reflect the transfer of Shares,the transfer of such Shares may be effected on a noncertificated basis, to theextent not prohibited by applicable law or the rules of any stock exchange onwhich Shares are listed.

**SECTION 16.       Withholding**

(a)          *Tax Withholding.*  The Company shall have the power and theright to deduct or withhold, or require an Eligible Individual to remit to theCompany, the minimum statutory amount to satisfy federal, state, and localtaxes, domestic or foreign, required by law or regulation to be withheld withrespect to any taxable event arising as a result of this Plan.

(b)         *Share Withholding.*  With respect to withholding required upon theexercise of Options or SARs, upon the lapse of restrictions on Restricted Stockand Restricted Stock Units, or upon the achievement of Performance Measuresrelated to Performance Shares, or any other taxable event arising as a resultof an Award granted hereunder, Eligible Individuals may elect, subject to theapproval of the Committee, to satisfy the withholding requirement, in whole orin part, by having the Company withhold Shares having a Fair Market Value onthe date the tax is to be determined equal to the minimum statutory total taxthat could be imposed on the transaction. All such elections shall beirrevocable, made in writing, and signed by the Eligible Individual, and shallbe subject to any restrictions or limitations that the Committee, in its solediscretion, deems appropriate.

**SECTION 17.       General Provisions**

(a)          The Committee may requireeach person purchasing or receiving Shares pursuant to an Award to represent toand agree with the Company in writing that such person is acquiring the Shareswithout a view to the distribution thereof. The certificates or book-entry registration for such Shares may includeany legend which the Committee deems appropriate to reflect any restrictions ontransfer.

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(b)         Notwithstanding any otherprovision of the Plan or agreements made pursuant thereto, the Company shallnot be required to issue or deliver any Shares under the Plan prior tofulfillment of all of the following conditions:

(i)                         Listing orapproval for listing upon notice of issuance, of such Shares on the New York StockExchange, Inc., or such other securities exchange as may at the time be theprincipal market for the Shares;

(ii)                      Anyregistration or other qualification of such Shares under any state or federallaw or regulation, or the maintaining in effect of any such registration orother qualification which the Committee shall, in its absolute discretion uponthe advice of counsel, deem necessary or advisable; and

(iii)                   Obtaining any other consent,approval, or permit from any state or federal governmental agency which theCommittee shall, in its absolute discretion after receiving the advice ofcounsel, determine to be necessary or advisable.

(c)          Nothing contained in thePlan shall prevent the Company or any Subsidiary from adopting other oradditional compensation arrangements for its employees.

(d)         The Plan shall notconstitute a contract of employment, and neither adoption of the Plan nor thegrant of an Award shall confer upon any employee any right to continuedemployment, nor shall it interfere in any way with the right of the Company orany Subsidiary to terminate the employment of any employee at any time.

(e)          The Committee shallestablish such procedures as it deems appropriate for an Eligible Individual todesignate a beneficiary to whom any amounts payable in the event of theEligible Individual’s death are to be paid or by whom any rights of theEligible Individual, after the Eligible Individual’s death, may be exercised.

(f)            In the case of a grant of anAward to any employee of a Subsidiary of the Company, the Company may, if theCommittee so directs, issue or transfer the Shares, if any, covered by theAward to the Subsidiary, for such lawful consideration as the Committee mayspecify, upon the condition or understanding that the Subsidiary will transferthe Shares to the employee in accordance with the terms of the Award specifiedby the Committee pursuant to the provisions of the Plan.  All Shares underlying Awards that areforfeited or canceled shall revert to the Company.

(g)         The Plan and all Awards madeand actions taken thereunder shall be governed by and construed in accordancewith the laws of the State of Delaware, without reference to principles ofconflict of laws.

(h)         Each person who is or shallhave been a member of the Board, or a Committee appointed by the Board, or anofficer of the company to whom authority was delegated in accordance withSection 2 shall be indemnified and held harmless by the Company against andfrom any loss, cost, liability, or expense that may be imposed upon or reasonablyincurred by him or her in connection with or resulting from any claim, action,suit, or proceeding to which he or she may be a party or in which he or she maybe involved by reason of any action taken or any failure to act under the Planand against and from any and all amounts paid by him or her in settlementthereof, with the Company’s approval, or paid by him or her in satisfaction ofany judgment in any such action, suit, or proceeding against him or her,provided he or she shall give the Company an opportunity, at its own expense,to handle and defend the same before he or she undertakes to handle and defendit on his or her own behalf, 

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unless such loss, cost, liability, or expense is a result of his or herown willful misconduct or gross negligence or except as expressly provided bystatute. The foregoing right of indemnification shall not be exclusive of anyother rights of indemnification to which such persons may be entitled under theCompany’s Certificate of Incorporation or By-Laws, as a matter of law, orotherwise, or any power that the Company may have to indemnify them or holdthem harmless.

(i)             In the event any provisionof the Plan shall be held illegal or invalid for any reason, the illegality orinvalidity shall not affect the remaining parts of the Plan, and the Plan shallbe construed and enforced as if the illegal or invalid provision had not beenincluded.

(j)             Notwithstanding anyprovision of the Plan to the contrary, in order to comply with the laws inother countries in which the Company, its Affiliates, and/or its Subsidiariesoperate or have employees, the Committee, in its sole discretion, shall havethe power and authority to:

(i)                         Determine whichAffiliates and Subsidiaries shall be covered by the Plan;

(ii)                      Determine whichemployees outside the United States are eligible to participate in the Plan;

(iii)                   Modify the terms andconditions of any Award granted to employees outside the United States tocomply with applicable foreign laws;

(iv)                  Establish subplans andmodify exercise procedures and other terms and procedures, to the extent suchactions may be necessary or advisable. Any subplans and modifications to Planterms and procedures established under this Section by the Committee shall beattached to this Plan document as appendices; and

(v)                     Take any action, before orafter an Award is made, that it deems advisable to obtain approval or complywith any necessary local government regulatory exemptions or approvals.

Notwithstanding the above,the Committee may not take any actions hereunder, and no Awards shall begranted, that would violate applicable law.

**SECTION 18.       Effective Date of Plan**

The Plan shall beeffective as of the date it is approved by the shareholders of the Company.

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