Exhibit 4.1


 


FedEx
Corporation


 


INCENTIVE STOCK PLAN


(AS AMENDED)


 


1.                                      Purpose


 


The
purpose of the FedEx Corporation Incentive Stock Plan (the “Plan”) is to aid
the Company and its subsidiaries in securing and retaining key employees and
directors of outstanding ability and to motivate them to exert their best
efforts to achieve the long-term goals of the Company and its
subsidiaries.  The Company believes that
the ownership or increased ownership of the Company’s Common Stock by employees
and directors will further align their interests with those of the Company’s
other stockholders and will promote the long-term success of the Company.


 


2.                                      Definitions


 


Unless the
context clearly indicates otherwise, for purposes of the Plan, the following
terms shall have the respective meanings indicated below:


 


“Award” means an
award granted under the Plan, which may be in the form of Restricted Shares or
a Stock Option.


 


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


 


“Code” means the
Internal Revenue Code of 1986, as amended. 
A reference to any provision of the Code shall include reference to any
successor provision of the Code.


 


“Common Stock” means
the common stock, par value $0.10 per share, of the Company.


 


“Company” means
FedEx Corporation, a Delaware corporation.


 


“Exchange Act” means
the Securities Exchange Act of 1934, as amended.  A reference to any provision of the Exchange
Act or rule promulgated under the Exchange Act shall include reference to any
successor provision or rule.


 


“Incentive Stock Option”
means a Stock Option or portion thereof that is intended to be an “incentive
stock option” within the meaning of Section 422 of the Code and the regulations
promulgated thereunder.


 


“Non-Management Director” means
a member of the Board of Directors who is not an employee of the Company or any
of its subsidiaries.


 


“Non-Qualified Option”
means a Stock Option or portion thereof that is not an Incentive Stock Option.


 





















 


“Participant” means
any individual who receives an Award.


 


“Restricted
Shares” means shares of Common Stock granted under the Plan
that are subject to certain restrictions as provided in Section 8.


 


“Restricted
Stock Award” means a grant of Restricted Shares under the
Plan.


 


“Stock
Option” is a right granted under the Plan to purchase a
specified number of shares of Common Stock at a specified price.  A Stock Option may be an Incentive Stock
Option or a Non-Qualified Option.


 


3.                                      Term
of the Plan


 


The Plan shall be
effective as of the date on which it is approved by the Company’s stockholders.  Unless the Plan is earlier terminated in
accordance with the provisions hereof, no Award shall be granted under the Plan
after May 31, 2013, but outstanding Stock Options and restrictions on
Restricted Shares may extend beyond such date.


 


4.                                      Administration
of the Plan


 


(a)                                  The Committee.  The Plan shall be administered by
those members, not less than two, of the Compensation Committee of the Board of
Directors, each of whom qualifies as both an “outside director” within the
meaning of Section 162(m) of the Code and a “non-employee director” as
defined in Rule 16b-3 under the Exchange Act (the “Committee”).


 


(b)                                 Authority
of the Committee.


 


(1)                                  Subject
to the provisions of the Plan, the Committee shall have sole and complete
authority and discretion to: (i) select Participants and make Awards; (ii)
determine the types of Awards and the number of shares of Common Stock covered
by Awards; (iii) establish the terms, conditions, restrictions and other
provisions of Awards; and (iv) amend, modify, cancel or suspend Awards.


 


(2)                                  The
Committee shall have sole and complete authority and discretion to interpret
the Plan and all agreements and other documents and instruments relating to
Awards, to adopt, amend and rescind rules for the administration of the Plan
and to make such other determinations and take such other actions that it deems
necessary or advisable for the effective administration of the Plan.


 


(3)                                  All
decisions of the Committee relating to the Plan or any Award shall be final,
conclusive and binding on all persons. 
Committee decisions shall be made by a majority of its members present
at any meeting at which a quorum is present. 
Any decision reduced to writing and signed by all of the members of the
Committee shall be as fully effective as if it had been made at a meeting duly
held.


 


(c)                                  Limitation
of Liability.  Neither the Board of
Directors nor the Committee, nor any member of either, shall be liable for any
act, omission, interpretation, construction or determination made in good faith
in connection with the Plan or any Award.


 


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5.                                      Types
of Awards


 


The
Committee may grant Stock Options and Restricted Shares under and subject to
the provisions of the Plan.


 


6.                                      Stock
Subject to the Plan


 


(a)                                  Restricted
Shares.  The maximum number of shares
of Common Stock available to be issued under the Plan pursuant to Restricted
Stock Awards is 1,250,000 shares (subject to adjustment as provided in Section
14).


 


(b)                                 Stock
Options.  The maximum number of shares
of Common Stock that may be optioned and sold under the Plan pursuant to Stock
Options is 12,500,000 shares (subject to adjustment as provided in Section
14).


 


(c)                                  Restoration
of Shares.  To the extent any shares
of Common Stock covered by an Award are forfeited, not issued or cease to be
issuable for any reason, including, without limitation, because the Award is
terminated, canceled or expires unexercised, then the shares of Common Stock
subject to such Award may again be used for further Awards under the Plan.


 


(d)                                 Source
of Stock.  Shares of Common Stock
issued under the Plan may consist, in whole or in part, of authorized but
unissued shares or treasury shares.  No
fractional shares of Common Stock shall be issued under the Plan.


 


7.                                      Eligibility
and Participation in the Plan


 


(a)                                  Eligible Recipients.  Unless
otherwise determined by the Committee,


 


(1)                                  key employees, including officers, of the Company
and its subsidiaries who are from time to time responsible for the management,
growth and protection of the business of the Company and its subsidiaries are
eligible to receive Restricted Shares and Stock Options; and


 


(2)                                  Non-Management Directors are eligible to receive
Stock Options, but not Restricted Shares.


 


(b)                                 Grant of Awards.  The Committee shall, in its sole
and complete discretion and subject to the provisions of the Plan, (1) select
from time to time the employees, from among those eligible, who shall receive
Awards, (2) determine the type of Award to be granted and
(3) determine and establish the terms, provisions, conditions and
restrictions of each Award, including the number of shares of Common Stock
subject to the Award.  Subject to the
provisions of the Plan, Awards may be granted singly or in combination with
other Awards or in combination with, in replacement of, as alternatives to or
as the payment form for grants or rights under any other compensation plan,
contract or agreement of the Company or any subsidiary.  Non-Management Directors may be granted Stock
Options as provided in Section 9(d).


 


(c)                                  No Right to Receive Award.  No employee
or Non-Management Director shall have any right to receive an Award or, having
received an Award, to receive a future Award.


 


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(d)                                 Rights
of Employees and Others.


 


(1)                                  Neither
the Plan nor any Award shall (i) confer upon any employee or
Non-Management Director any right to remain employed by, or to continue to
provide services to, the Company or any subsidiary, (ii) limit in any way the
right of the Company or any subsidiary to terminate any individual’s employment
by or service on behalf of the Company or any subsidiary, whether or not such
individual is a Participant, or (iii) require the Board of Directors to
nominate any director for reelection by the Company’s stockholders.


 


(2)                                  No
person shall have any rights or claims under or pursuant to the Plan except in
accordance with the provisions of the Plan.


 


8.                                      Provisions
Applicable to Restricted Stock Awards


 


(a)                                  Terms, Conditions and Restrictions.  The
Committee shall establish the terms, conditions, restrictions and other
provisions of each Restricted Stock Award. Unless otherwise specified by the
Committee, shares subject to a Restricted Stock Award shall be restricted for a
period of at least one year and not more than ten years (the “Restriction
Period”).  Except as provided in Section
8(g) below, the Participant must remain employed by the Company or a
subsidiary during the Restriction Period or otherwise forfeit all right,
title and interest in and to the Restricted Shares.  Notwithstanding the foregoing, if a
Participant retires at or after the age of 55, but before the age of 60, the
Restriction Period shall continue after the Participant’s retirement in
accordance with the terms of the Restricted Stock Award or until the earlier to
occur of the events described in Sections 8(g)(3) and (4) below.


 


(b)                                 Agreements;
Stock Legend.  Each Restricted Stock
Award will be evidenced by a written agreement, in such form as may be
specified by the Committee, issued by the Company and setting forth the terms,
conditions, restrictions and other provisions of such Award.  As a condition to receiving a Restricted
Stock Award, each proposed recipient must execute and deliver such agreement to
the Company.  Certificates for Restricted
Shares may, if the Committee so determines, bear a legend referring to the
restrictions and the instruments to which such shares are subject.


 


(c)                                  Rights
with Respect to Shares.  A
Participant who receives a Restricted Stock Award shall have all rights of
ownership with respect to such underlying shares of Common Stock, including the
right to vote such shares and to receive any dividends paid thereon, subject,
however, to the provisions of the Plan, the agreement relating to the
Restricted Stock Award and any legend on the certificate for such shares.  Until such time as any restrictions imposed
pursuant to Section 8(a) on any Restricted Shares shall terminate, the
Company or its designee will hold the certificate(s) for such Restricted Shares
in escrow on such Participant’s behalf.


 


(d)                                 Transferability
Restriction.  Shares of Common Stock
subject to a Restricted Stock Award may not be sold, pledged, assigned,
exchanged, encumbered, hypothecated, transferred or disposed of in any manner
during the Restriction Period applicable thereto.


 


(e)                                  Additional
Shares Received With Respect to Restricted Shares.  Any shares of Common Stock or other
securities of the Company received by a Participant as a stock dividend


 


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on, or in connection with a
stock split or combination, share exchange, reorganization, recapitalization,
merger, consolidation or otherwise with respect to, shares of Common Stock
received as a Restricted Stock Award shall have the same status, be subject to
the same restrictions and bear the same legend, if any, as the shares received
pursuant to the Restricted Stock Award.


 


(f)                                    Tax
Reimbursement.  In the sole
discretion of the Committee, any agreement relating to a Restricted Stock Award
may provide for a tax reimbursement cash payment to be made by the Company in
favor of any Participant in connection with the tax consequences resulting from
a Restricted Stock Award, the lapse of restrictions on any Restricted Shares or
the payment by a Participant of any taxes related thereto, subject to such
conditions as the Committee may specify.


 


(g)                                 Lapse
of Restrictions.  Unless otherwise
determined by the Committee, any restrictions imposed pursuant to Section
8(a) on Restricted Shares shall terminate with respect to such shares on
the earliest to occur of the following, provided, that no restrictions
shall lapse less than six months from the date of award in the event of (2) and
(3) below, unless otherwise specified by the Committee:


 


(1)                                  the
expiration of the Restriction Period (including pursuant to Section 15(b)(1)
below);


 


(2)                                  the
Participant’s retirement at or after the age of 60;


 


(3)                                  the
Participant’s permanent disability; or


 


(4)                                  the
Participant’s death.


 


Upon the termination of such restrictions, the certificates for such
shares of Common Stock shall be released from escrow and delivered to the
Participant or, in the event of the Participant’s death, the Participant’s
personal representative and any legend on such certificates shall be removed.


 


9.                                      Provisions
Applicable to Stock Options


 


(a)                                  Limit
on Awards.  No Participant shall
receive Stock Options for more than 600,000 shares of Common Stock during any
fiscal year of the Company.


 


(b)                                 Agreements.  Each Stock Option will be evidenced by a written
agreement, in such form as may be specified by the Committee, issued by the
Company and setting forth the terms, conditions and other provisions of the
Stock Option, including the number of shares of Common Stock covered by the
Stock Option, the exercise price per share, the term of the Stock Option and
the vesting schedule.  A Participant may
not exercise a Stock Option until he or she executes and delivers such
agreement to the Company.


 


(c)                                  Terms
and Conditions.  All Stock Options
shall be subject to the following terms and conditions and to such other terms
and conditions consistent with the terms of the Plan as the Committee shall
determine:


 


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(1)                                  Option
Price.  The exercise price per share
shall be determined by the Committee, but shall not be less than 100% of the
Fair Market Value of the Common Stock on the date of grant.  The “Fair Market Value” of the Common Stock
on a particular date shall mean, for all purposes under the Plan, the average
of the high and low sales prices of the Common Stock as reported on the New
York Stock Exchange composite tape on that date.  In the event that such method for determining
Fair Market Value is not practicable, then the Committee shall determine the
Fair Market Value of the Common Stock in such manner as it deems appropriate.


 


(2)                                  Time
of Exercise of Option.  Unless
otherwise determined by the Committee, each Stock Option shall be exercisable
during and over such period ending not later than ten years from the grant
date.  Unless otherwise determined by the
Committee, no Stock Option shall be exercisable prior to the first anniversary
of the grant date, except as provided in Sections 9(c)(4) and 15(b)(2)
below.


 


(3)                                  Method of Exercise and Payment.  Each Stock Option may be exercised by giving
written notice to the Company specifying the number of shares to be purchased
and accompanied by payment in full (including applicable taxes, if any) in cash
therefor.  No Stock Option shall be
exercised for less than the lesser of 50 shares or the full number of shares
for which the Stock Option is then exercisable. 
No Participant shall have any rights to dividends or other rights of a
stockholder with respect to shares subject to his or her Stock Option until he
or she has given written notice of exercise, paid in full for such shares and,
if requested, given the representation described in Section 10 below.


 


(4)                                  Rights After Termination of Employment.


 


(i)                                     Retirement.  Unless otherwise determined by the Committee,
if a Participant’s employment or directorship terminates by reason of his or
her retirement, the Participant’s Stock Option will continue to vest in
accordance with its terms and may be exercised until the expiration of the
stated period of the Stock Option; provided, however,
that if the Participant dies after such termination of employment or
directorship, any unexercised Stock Option, to the extent to which it was
exercisable at the time of the Participant’s death, may thereafter be exercised
by the legal representative of the estate or by the legatee of the Stock Option
under the last will for a period of twelve months from the date of the
Participant’s death or the expiration of the stated period of the Stock Option,
whichever period is the shorter.


 


(ii)                                  Disability.  Unless otherwise determined by the Committee,
if a Participant’s employment or directorship terminates by reason of permanent
disability, the Participant’s Stock Option may thereafter be exercised in full
(except that no Stock Option may be exercised less than six months from the
grant date) for a period of twenty-four months from the date of such
termination of employment or directorship or the stated period of the Stock
Option, whichever period is the shorter; provided, however,
that if the Participant dies within a period of twenty-four months after such
termination of employment or directorship, any outstanding Stock Option may
thereafter be exercised by the legal representative of the estate or by the
legatee of the Stock Option under the last will for a period of twelve months
from the date of the Participant’s death or the expiration of the stated period
of the Stock Option, whichever period is the shorter.


 


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(iii)                               Death. 
Unless otherwise determined by the Committee, if a Participant’s
employment or directorship terminates by reason of the Participant’s death, the
Participant’s Stock Option may thereafter be exercised in full by the legal
representative of the estate or by the legatee of the Stock Option under the
last will for a period of twelve months from the date of the Participant’s
death or the expiration of the stated period of the Stock Option, whichever
period is the shorter.


 


(iv)                              Other. 
Unless otherwise determined by the Committee, if a Participant’s
employment or directorship terminates for any reason other than death,
retirement or permanent disability, the Participant’s Stock Option shall
thereupon terminate.


 


(d)                                 Grant
of Stock Options to Non-Management Directors.  Non-Management Directors shall not be
eligible to receive any Awards other than Stock Options as specified in this Section 9(d).


 


(1)                                  Discretionary Awards.  The Committee may grant a Non-Qualified
Option to any Non-Management Director for such number of shares of Common Stock
as the Committee shall determine; provided, however, that such
grants of Non-Qualified Options only may be made (i) immediately following an
annual meeting of the Company’s stockholders to any of the Non-Management
Directors who are then incumbent after such meeting and (ii) in connection with
a Non-Management Director’s election or appointment to the Board of Directors
if other than at an annual meeting.


 


(2)                                  Terms and Conditions of Stock Options.  The Committee shall establish the terms and
conditions of Non-Qualified Options granted to Non-Management Directors, provided,
that any Non-Qualified Option granted to a Non-Management Director
(i) shall have an exercise price per share not less than 100% of the Fair
Market Value of the Common Stock on the date of grant and (ii) shall not be
exercisable earlier than one year from the date of grant, except as provided in
Sections 9(c)(4) and 15(b)(2). 
Unless otherwise provided in the Plan, all provisions of the Plan with
respect to the terms of Non-Qualified Options granted to employees shall be
applicable to Non-Qualified Options granted to Non-Management Directors.


 


(e)                                  Designation
of Certain Options as Incentive Stock Options.  Stock Options, or portions thereof, granted to employees may in the
discretion of the Committee be designated as Incentive Stock
Options.  In addition to the other
applicable terms and conditions contained in this Section 9, the
aggregate Fair Market Value of the shares of Common Stock covered by an
Incentive Stock Option (determined at the time the Stock Option is granted)
with respect to which an Incentive Stock Option is exercisable for the first
time by any individual Participant during any calendar year (under the Plan and
all other similar plans of the Company and its subsidiaries) shall not exceed
$100,000 (or such other amount as may be specified by Section 422(d) of
the Code).


 


(f)                                    Transferability
Restriction.  Unless otherwise
determined by the Committee, a Stock Option by its terms shall be personal and
may not be sold, pledged, assigned, exchanged, encumbered, hypothecated,
transferred or disposed of in any manner by the Participant other than by will
or by the laws of descent and distribution. 
During a Participant’s lifetime, only the Participant or a duly
appointed legal representative may exercise the Stock Option, unless otherwise
determined by the Committee.


 


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(g)                                 Repricing
Prohibited.  Neither the Committee
nor the Company shall “reprice” outstanding Stock Options for any reason.  For purposes of the Plan, a “repricing” means
lowering the exercise price per share of an outstanding Stock Option or any
other action that has the same effect or is treated as a repricing under
generally accepted accounting principles and includes, without limitation, a
tandem cancellation of a Stock Option at a time when its exercise price per
share exceeds the fair market value of the underlying Common Stock and exchange
for another option or other equity security (unless such cancellation and
exchange occurs in connection with a merger, acquisition, spin-off or other
similar corporate transaction).


 


(h)                                 Use
of Proceeds.  Proceeds received by the Company pursuant to
the exercise of Stock Options shall constitute general funds of the
Company.


 


10.                               Compliance
with Applicable Laws; Investment Representation


 


Notwithstanding any other provision of the Plan or any agreement
relating to a particular Award, the Company shall have no obligation to issue
any shares of Common Stock under the Plan unless such issuance would comply
with all applicable laws and the applicable requirements of any securities
exchange or similar entity.  Prior to the
issuance of any shares of Common Stock under the Plan, the Company may require
a written statement that the Participant is acquiring such shares for his or
her own account for investment and not for the purpose or with the intention of
distributing the shares or any part thereof. 
The certificates representing shares of Common Stock issued under the
Plan may bear such legend or legends as the Committee deems appropriate in
order to assure compliance with applicable securities laws and regulations and
to reflect any restrictions on transfers.


 


11.                               Transfer,
Leave of Absence, Etc.


 


For purposes of the Plan, (a) a transfer of an employee from the
Company to a subsidiary, or vice versa, or from one subsidiary to another, and
(b) a leave of absence, duly authorized in writing by the Company or a
subsidiary, shall not be deemed a termination of employment.


 


12.                               Tax
Withholding


 


All distributions under the Plan (including, without limitation, the
grant of Awards and the issuance of Common Stock pursuant to an Award) are
subject to withholding of all applicable taxes, and the Committee may condition
the delivery of any Award or the issuance of any Common Stock pursuant to an
Award on the satisfaction of applicable withholding obligations (including,
without limitation, by requiring a Participant to relinquish a portion of any
proceeds received by the Participant in connection with the sale of shares
acquired upon exercise of a Stock Option).


 


13.                               Prohibition
on Loans


 


The Company shall not loan funds to any Participant for the purpose of
paying the exercise price associated with any Stock Option or for the purpose
of paying any taxes associated with the issuance, exercising or vesting of any
Award.


 


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14.                               Changes
in Capitalization


 


If the outstanding Common Stock shall at any time be changed or
exchanged as a result of a stock dividend, stock split, share combination,
exchange or reclassification, recapitalization, merger, consolidation or other
corporate reorganization affecting the Common Stock, (a) the number and kind of
shares that have been issued and that may thereafter be issued under the Plan,
(b) the number and kind of shares underlying Restricted Stock Awards still
subject to a Restriction Period, (c) the exercise prices and the number and
kind of shares subject to outstanding Stock Options and (d) such other
terms of Awards as the Committee deems appropriate, shall be approximately and
equitably adjusted by the Committee in its sole and complete discretion.


 


15.                               Change
of Control


 


(a)                                  Definition.  For purposes of the Plan, the term “Change of
Control” means the occurrence of any of the following events following the
effective date of the Plan:


 


(1)                                  Any
“person” (as such term is used in Sections 13(d) and 14 of the Exchange
Act), other than (i) the Company, (ii) any subsidiary of the Company, (iii) any
employee benefit plan (or a trust forming a part thereof) maintained by the
Company or any subsidiary of the Company, (iv) any underwriter temporarily
holding securities of the Company pursuant to an offering of such securities or
(v) any person in connection with a transaction described in clauses (i), (ii)
and (iii) of Section 15(a)(2) below, becomes the “beneficial owner”
(within the meaning of Rule 13d-3 under the Exchange Act) of securities of
the Company representing 30% or more of the total voting power of the Company’s
then outstanding voting securities, unless such securities (or, if applicable,
securities that are being converted into voting securities) are acquired
directly from the Company in a transaction approved by a majority of the
Incumbent Board (as defined below).


 


(2)                                  The
consummation of a merger, consolidation or reorganization with or into the
Company or in which securities of the Company are issued, or the sale or other
disposition, in one transaction or a series of transactions, of all or
substantially all of the assets of the Company (a “Corporate Transaction”),
unless:


 


(i)                                     the
stockholders of the Company immediately before such Corporate Transaction will
own, directly or indirectly, immediately following such Corporate Transaction,
at least 60% of the total voting power of the outstanding voting securities of
the corporation or other entity resulting from such Corporate Transaction
(including a corporation or other entity that acquires all or substantially all
of the Company’s assets, the “Surviving Company”) or the ultimate parent
company thereof in substantially the same proportion as their ownership of the
voting securities of the Company immediately before such Corporate Transaction;


 


(ii)                                  the
individuals who were members of the Board of Directors immediately prior to the
execution of the agreement providing for such Corporate Transaction constitute
a majority of the members of the board of directors or equivalent governing
body of the Surviving Company or the ultimate parent company thereof; and


 


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(iii)                               no
person, other than (A) the Company, (B) any subsidiary of the Company, (C) any
employee benefit plan (or a trust forming a part thereof) maintained by the
Company or any subsidiary of the Company, (D) the Surviving Company, (E) any
subsidiary or parent company of the Surviving Company, or (F) any person who,
immediately prior to such Corporate Transaction, was the beneficial owner of
securities of the Company representing 30% or more of the total voting power of
the Company’s then outstanding voting securities, is the beneficial owner of
30% or more of the total voting power of the then outstanding voting securities
of the Surviving Company or the ultimate parent company thereof.


 


(3)                                  The
stockholders of the Company approve a complete liquidation or dissolution of
the Company.


 


(4)                                  Directors
who, as of the effective date of the Plan, constitute the Board of Directors
(the “Incumbent Board”), cease to constitute at least a majority of the Board
of Directors (or, in the event of any merger, consolidation or reorganization
the principal purpose of which is to change the Company’s state of
incorporation, form a holding company or effect a similar reorganization as to
form, the board of directors of such surviving company or its ultimate parent
company); provided, however, that any individual becoming a
member of the Board of Directors subsequent to the effective date of the Plan
whose election, or nomination for election by the Company’s stockholders, was
approved by a vote of a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened proxy contest relating to the election of directors.


 


                                                Notwithstanding
the foregoing, a Change of Control will not be deemed to occur solely because
any person (a “Subject Person”) becomes the beneficial owner of more than the
permitted amount of the outstanding voting securities of the Company as a
result of the acquisition of voting securities by the Company which, by
reducing the number of voting securities outstanding, increases the
proportional number of voting securities beneficially owned by the Subject
Person, provided, that if a Change of Control would occur (but for the
operation of this sentence) as a result of the acquisition of voting securities
by the Company, and after such acquisition by the Company, the Subject Person
becomes the beneficial owner of any additional voting securities that increases
the percentage of the then outstanding voting securities beneficially owned by
the Subject Person to 30% or more of the total voting power, then a Change of
Control will have occurred.


 


(b)                                 Effect
of Change of Control. 
Notwithstanding any other provision of the Plan, upon a Change of
Control:


 


(1)                                  Restricted Shares.  In the event of a Change of Control as
described in Section 15(a)(2), as shall be determined by the
Committee: (i) the stock certificates evidencing any Restricted Shares shall be
canceled and the Company shall make a cash payment to those Participants in an
amount equal to the highest price per share received by the holders of Common
Stock in connection with such Change of Control multiplied by the number of
Restricted Shares then held by such Participant, with any non-cash
consideration to be valued in good faith by the Committee; or (ii) the
Restriction Periods with respect to all outstanding Restricted Shares shall
immediately lapse.  In the event of a
Change of Control as described in Section 15(a)(1), (3) or (4),


 


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the Restriction Periods with respect to all
outstanding Restricted Shares shall immediately lapse.


 


(2)                                  Stock Options.  In the event of a Change of Control, all
outstanding Stock Options shall become fully vested and immediately
exercisable.  Notwithstanding any other
provision of the Plan, any Participant whose employment or directorship
terminates following a Change of Control may exercise his or her Stock Option
in full for a period ending on the earlier of the date of expiration of such
Stock Option or the date which is twelve months after such termination of
employment or directorship.


 


(c)                                  Deemed
Change of Control.  If the Company
enters into an agreement or series of agreements or the Board of Directors
adopts a resolution that results in the occurrence of a Change of Control, and
the employment or directorship of a Participant is terminated after the
entering into of such agreement or series of agreements or the adoption of such
resolution, then, upon the occurrence of the Change of Control, a Change of
Control shall be deemed to have retroactively occurred on the date of entering
into of the earliest of such agreements or the adoption of such resolution.


 


16.                               Amendments


 


The Board of Directors or the Committee may suspend or terminate the
Plan at any time and the Committee may amend or modify the Plan and amend,
modify, cancel or suspend any Award at any time and from time to time; provided,
however, that without the consent of the Participant affected, no such
suspension, termination, cancellation, amendment or modification may materially
impair the rights of any Participant under any Award theretofore granted,
except as provided in Section 17 below.  Notwithstanding the foregoing, without the
requisite vote of the Company’s stockholders, no such amendment or modification
may:


 


(a)                                  increase
the total number of shares of Common Stock issuable under the Plan pursuant to Section
6;


 


(b)                                 expand
the type of Awards available under the Plan;


 


(c)                                  materially
expand the class of persons eligible to receive Awards;


 


(d)                                 extend
the term of the Plan;


 


(e)                                  materially
change the method of determining the exercise price per share of Stock Options;


 


(f)                                    “reprice”
an outstanding Stock Option;


 


(g)                                 increase
the maximum number of shares subject to Stock Options that may be granted to a
Participant; or


 


(h)                                 delete
or limit the provisions of Section 9(g) (repricing prohibition) or Section 13
(loan prohibition).


 


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In addition, any “material revision” of the Plan (within the meaning of
the rules of the New York Stock Exchange) not listed in Sections 16(a)
through (h) above also shall require the requisite vote of the Company’s
stockholders.


 


17.                               Cancellation of
Outstanding Options


 


If the Committee, after consulting with management of the Company,
determines that application of an accounting standard in compliance with any
statement issued by the Financial Accounting Standards Board concerning the
treatment of Stock Options would have a significant adverse effect on the
Company’s financial statements because of the fact that Stock Options granted
before the issuance of such statement are subject to new accounting rules, then
the Committee in its absolute discretion may cancel and revoke all outstanding
Stock Options to which such adverse effect is attributed and the holders of
such Stock Options shall have no further rights in respect thereof.  Such cancellation and revocation shall be
effective upon written notice by the Committee to the holders of such Stock
Options.


 


18.                               Foreign
Jurisdictions


 


Awards granted to Participants who are foreign nationals or who are
employed by the Company or any of its subsidiaries outside of the United States
may have such terms and conditions different from those specified in the Plan
and such additional terms and conditions as the Committee, in its judgment,
determines to be necessary, appropriate or desirable to foster and promote
achievement of the material purposes of the Plan and to fairly accommodate for
differences in local law, tax policy or custom or to facilitate administration
of the Plan.  The Committee may approve
such sub-plans, appendices or supplements to, or amendments, restatements or
alternative versions of, the Plan as it may consider necessary, appropriate or
desirable, without thereby affecting the terms of the Plan as in effect for any
other purpose.  The special terms and any
appendices, supplements, amendments, restatements or alternative versions,
however, shall not include any provisions that are inconsistent with the terms
of the Plan as then in effect, unless the Plan could have been amended to eliminate
such inconsistency without further approval by the Company’s stockholders.


 


19.                               Compliance
with Section 16(b)


 


With
respect to Participants who are subject to Section 16 of the Exchange Act (“Reporting
Persons”), transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 under the Exchange Act.  All transactions under the Plan involving
Reporting Persons are subject to such conditions, regardless of whether the
conditions are expressly set forth in the Plan. 
Any provision of the Plan that is contrary to a condition of
Rule 16b-3 shall not apply to such Reporting Persons.


 


 


Adopted September 29, 2003


Amended September 27, 2004 and September 26, 2005


 


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