exv10w28






Exhibit 10.28




Forest City Enterprises, Inc.

1994 Stock Plan

(As Amended and Restated as of June 16, 2010)




1. PURPOSE





	 	 	The purpose of the 1994 Stock Plan (As Amended and Restated as of June 16, 2010) shall be to
enhance the attraction, retention and motivation of Nonemployee Directors and employees,
including officers, executives and other employees who are members of the Company’s
management team who, in the judgment of the Committee, can contribute materially to the
Company’s success by awarding these employees and Nonemployee Directors the opportunity to
receive Option Rights, Restricted Shares, Restricted Stock Units, Appreciation Rights and
Performance Shares. The Plan is also intended to foster within these employees and
Nonemployee Directors an identification with ownership and shareholder interests.





2. DEFINITIONS





	 	 	Unless the context of the applicable section clearly indicates otherwise, the terms below,
when used within the Plan, shall have the meaning set forth in this Section 2.






	 	A.	 	APPRECIATION RIGHT means a right granted pursuant to Section 9 of the Plan,
including a Free-standing Appreciation Right and a Tandem Appreciation Right.
	 
	 	B.	 	BASE PRICE means the price to be used as the basis for determining the Spread
upon the exercise of a Free-standing Appreciation Right.
	 
	 	C.	 	BOARD OF DIRECTORS or BOARD means the Board of Directors of the Company.
	 
	 	D.	 	CODE means the Internal Revenue Code of 1986, as amended from time to time.
	 
	 	E.	 	COMPANY means Forest City Enterprises, Inc.
	 
	 	F.	 	COMPENSATION COMMITTEE or COMMITTEE means the Compensation Committee of the
Board of Directors, as described in Section 3-A of the Plan.
	 
	 	G.	 	COVERED EMPLOYEE means a Grantee who is, or is determined by the Committee to
be likely to become, a “covered employee” within the meaning of Section 162(m) of the
Code.
	 
	 	H.	 	DATE OF GRANT means the date specified by the Committee on which a grant of
Option Rights or Stock Appreciation Rights or a grant or sale of Restricted Shares,
Restricted Stock Units or Performance Shares shall become effective, which shall not be
earlier than the date on which the Committee takes action with respect thereto.
	 
	 	I.	 	DEFERRAL PERIOD means the period of time during which Restricted Stock Units
are subject to deferral limitations under Section 8 of the Plan.
	 
	 	J.	 	FREE-STANDING APPRECIATION RIGHT means an Appreciation Right granted pursuant
to Section 9 of the Plan that is not granted in tandem with an Option Right or similar
right.
	 
	 	K.	 	GRANTEE means an employee of the Company or a Subsidiary or a Nonemployee
Director to whom an Option Right, Appreciation Right, or an award of Restricted Shares,
Restricted Stock Units or Performance Shares has been granted under the Plan.
	 
	 	L.	 	INCENTIVE STOCK OPTIONS means Option Rights that are intended to qualify as
“Incentive Stock Options” under Section 422 of the Code or any successor provision.





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	 	M.	 	MANAGEMENT OBJECTIVES means the measurable performance objective or objectives
established pursuant to the Plan for Grantees who have received grants of Performance
Shares or, when so determined by the Committee, received grants of Option Rights,
Restricted Shares, Restricted Stock Units or Appreciation Rights pursuant to the Plan.
Management Objectives may be described in terms of Company-wide objectives or
objectives that are related to the performance of the individual Grantee or of the
Subsidiary, division, department, region or function within the Company or Subsidiary
in which the Grantee is employed. The Management Objectives may be made relative to
the
performance of other companies. The Management Objectives applicable to any
Qualified Performance-Based Award to a Covered Employee shall be based on specified
levels of or growth in or relative to peer company performance in one or more of the
following criteria:






	 	(1)	 	Assets (e.g., net asset value);
	 
	 	(2)	 	Capital (e.g., working capital);
	 
	 	(3)	 	Cash Flow (e.g., EBDT [earnings before depreciation, amortization
and deferred taxes], operating cash flow, total cash flow, cash flow in excess of
cost of capital, residual cash flow or cash flow return on investment);
	 
	 	(4)	 	Liquidity measures (e.g., total debt ratio or debt-to-EBDT,);
	 
	 	(5)	 	Margins (e.g., profits divided by revenues, operating margins,
gross margins or material margins divided by revenues);
	 
	 	(6)	 	Productivity (e.g., productivity improvement);
	 
	 	(7)	 	Profits (e.g., net income, operating income, EBT [earnings before
taxes], EBIT [earnings before interest and taxes], EBDT, residual or economic
earnings, earnings or EBDT per share — these profitability criteria could be
measured subject to GAAP definitions);
	 
	 	(8)	 	Sales or expenses (e.g., revenue growth, reduction in expenses,
sales and administrative costs divided by sales or sales and administrative costs
divided by profits); and
	 
	 	(9)	 	Stock price (e.g., stock price appreciation or total shareholder
return).






	 	 	 	In addition to the returns and ratios mentioned above, the Management Objectives may
be based on any other ratios or returns using the criteria mentioned above, including:






	 	(1)	 	economic value added,
	 
	 	(2)	 	net asset ratio,
	 
	 	(3)	 	debt-to-capital ratio,
	 
	 	(4)	 	working capital divided by sales, and
	 
	 	(5)	 	profits or cash flow returns on: assets, designated assets,
invested capital, net capital employed or equity, including:






	 	(a)	 	return on net assets,
	 
	 	(b)	 	return on capital or invested capital, or
	 
	 	(c)	 	total return, meaning change in net asset value plus
or minus net cash flow.






	 	 	 	If the Committee determines that a change in the business, operations, corporate
structure or capital structure of the Company, or the manner in which we conduct our
business, or other events or circumstances render the
Management Objectives unsuitable, the Committee may in its discretion modify such
Management Objectives or the related minimum acceptable level of achievement, in whole
or in part, as the Committee deems appropriate and equitable, except in the case of a
Qualified Performance-Based Award where such action would result in the loss of the
otherwise available exemption under Section 162(m) of the Code. In such case, the
Committee shall not make any modification of the Management Objectives or minimum
acceptable level of achievement.





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	 	N.	 	MARKET VALUE PER SHARE means the fair market value of the Shares as determined by
the Committee from time to time.
	 
	 	O.	 	NONEMPLOYEE DIRECTOR means a member of the Board who is not an employee of the
Company or any Subsidiary.
	 
	 	P.	 	NONQUALIFIED STOCK OPTIONS means options which do not qualify as Incentive Stock
Options within the meaning of Section 422(b) of the Code or any successor provision.
	 
	 	Q.	 	OPTION PRICE means the purchase price payable upon the exercise of an Option
Right.
	 
	 	R.	 	OPTION RIGHT means an option to purchase a Share or Shares upon exercise of an
option granted pursuant to Section 6 of the Plan.
	 
	 	S.	 	PERFORMANCE PERIOD means, in respect of a Performance Share, a period of time
established pursuant to Section 10 of the Plan within which the Management Objectives
relating to such Performance Share are to be achieved.
	 
	 	T.	 	PERFORMANCE SHARE means a bookkeeping entry that records the equivalent of one
Common Share awarded pursuant to Section 10 of the Plan.
	 
	 	U.	 	PLAN means the Forest City Enterprises, Inc. 1994 Stock Plan (As Amended and
Restated as of June 16, 2010).
	 
	 	V.	 	QUALIFIED PERFORMANCE-BASED AWARD means any award or portion of an award that is
intended to satisfy the requirements for “qualified performance-based compensation”
under Section 162(m) of the Code.
	 
	 	W.	 	RESTRICTED SHARES means Shares granted or sold pursuant to Section 7 of the Plan
as to which neither the substantial risk of forfeiture nor the prohibition on transfers
referred to in such Section 7 has expired.
	 
	 	X.	 	RESTRICTED STOCK UNIT means a bookkeeping entry reflecting an award made pursuant
to Section 8 of the Plan of the right to receive Shares or cash at the end of a
specified Deferral Period.
	 
	 	Y.	 	RETIREMENT means termination of employment with the Company or a Subsidiary at
age 65 or older and after five or more years of continuous employment with the Company
or a Subsidiary. Approved absence or leave from the Company or a Subsidiary shall not be
considered an interruption of employment for purposes of the Plan.
	 
	 	Z.	 	RULE 16b-3 means Rule 16b-3 of the Securities and Exchange Commission (or any
successor rule to the same effect), as in effect from time to time.
	 
	 	AA.	 	SHARES means shares of the Company’s Class A Common Stock, $0.33-l/3 par value.
	 
	 	BB.	 	SPREAD means, in the case of an Option Right, the excess of the Market Value per
Share of the Shares on the date when Option Rights are surrendered in payment of the
Option Price of other Option Rights, over the Option Price provided for in the
surrendered Option Right, in the case of a Free-standing Appreciation Right, the amount
by which the Market Value per Share on the date when any such right is exercised exceeds
the Base Price specified in such right or, in the case of a Tandem Appreciation Right,
the amount by which the Market Value per Share on the date when any such right is
exercised exceeds the Option Price specified in the related Option Right.
	 
	 	CC.	 	SUBSIDIARY means a corporation, company or other entity (i) more than 50 percent
of whose outstanding shares or securities (representing the right to vote for the
election of directors or other managing authority) are, or (ii) which does not have
outstanding shares or securities (as may be the case in a partnership, joint venture or
unincorporated association), but more than 50 percent of whose ownership interest
representing the right generally to make decisions for such other entity is, now or
hereafter, owned or controlled, directly or indirectly, by the Company except that for
purposes of determining whether any person may be a Grantee for purposes of any grant of
Incentive Stock Options, “Subsidiary” means any corporation in which at the time the
Company owns or controls,
directly or indirectly, more than 50 percent of the total combined voting power
represented by all classes of stock issued by such corporation.
	 
	 	DD.	 	TANDEM APPRECIATION RIGHT means an Appreciation Right granted pursuant to Section
9 of the Plan that is granted in tandem with an Option Right.




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	 	EE.	 	Wherever used herein, unless indicated otherwise, words in the masculine form
shall be deemed to refer to females as well as to males.





3. ADMINISTRATION





	 	A.	 	COMPENSATION COMMITTEE
	 
	 	 	 	The Plan shall be administered by the Compensation Committee. The Committee shall be
composed of not less than three members of the Board, each of whom shall (i) meet all
applicable independence requirements of the New York Stock Exchange, or if the Shares
are not traded on the New York Stock Exchange, the principal national securities
exchange on which the Shares are traded, (ii) be a “nonemployee director” within the
meaning of Rule 16b-3 and (iii) be an “outside director” within the meaning of Section
162(m) of the Code. A majority of the Committee shall constitute a quorum, and the
acts of the members of the Committee who are present at any meeting thereof at which a
quorum is present, or acts unanimously approved by the members of the Committee in
writing, shall be the acts of the Committee.
	 
	 	B.	 	DETERMINATIONS
	 
	 	 	 	Within the limits of the provisions of the Plan, the Committee shall have the plenary
authority to determine (i) the employees to whom awards hereunder shall be granted,
(ii) the number of shares subject to each award under the Plan; provided that, if the
award is an incentive stock option, the aggregate fair market value of the shares (as
determined at the time the option is granted) which become exercisable in any calendar
year for any employee shall not exceed $100,000, (iii) the form (Incentive Stock
Options, Nonqualified Stock Options, Restricted Shares, Restricted Stock Units,
Appreciation Rights or Performance Shares) and amount of each award granted, (iv) the
provisions of each agreement relating to an award under the Plan, and (v) the
limitations, restrictions and conditions applicable to any such award. In making such
awards the Committee shall take into consideration the performance of each eligible
employee and Nonemployee Director. The determinations of the Committee on all matters
regarding the Plan shall be final and conclusive.
	 
	 	C.	 	INTERPRETATION
	 
	 	 	 	Subject to the provisions of the Plan, the Committee may interpret the Plan, and
prescribe, amend and rescind rules and regulations relating to it. The interpretation
of any provision of the Plan by the Committee shall be final and conclusive.





4. ELIGIBILITY





	 	 	All awards under the Plan may be granted under the Plan to employees of the Company or any
Subsidiary and Nonemployee Directors, as determined by the Committee, based upon the
Committee’s evaluation of employees’ and Nonemployee Directors’ duties and their overall
performance including current and potential contributions to the Company’s success.
Generally, the group of eligible employees includes officers, senior executives, directors
who are also employees, and any other members of the Company’s management team or other
employees deemed appropriate by the Committee. All determinations by the Committee as to the
identity of persons eligible to be granted awards hereunder shall be conclusive.





5. SHARE AWARDS UNDER THE PLAN





	 	A.	 	FORM
	 
	 	 	 	Awards under the Plan shall be granted in the form of Incentive Stock Options,
Nonqualified Stock Options, Restricted Shares, Restricted Stock Units, Appreciation
Rights or Performance Shares as herein defined in Section 2.
	 
	 	B.	 	SHARES SUBJECT TO THE PLAN






	 	(i)	 	The aggregate number of Shares that may be issued or transferred
(a) upon the exercise of Option Rights or Appreciation Rights, (b) as Restricted
Shares (and released from all substantial risks of forfeiture), (c) upon
the vesting of Restricted Stock Units or (d) in payment of Performance Shares
that have been earned under the Plan during the term of the Plan may not exceed
16,750,000 (4,000,000 of which are being added by this June 16, 2010 amendment
and restatement of the Plan) Shares (plus any Shares relating to awards that
expire or are forfeited or cancelled), subject to adjustments described in
Section 12-A. Such Shares may be Shares of original issuance or treasury shares
or a combination of the foregoing.





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	 	(ii)	 	Shares covered by an award granted under the Plan shall not be
counted as used unless and until they are actually issued and delivered to a
Grantee. Without limiting the generality of the foregoing, if any portion of the
benefit provided by an award granted under the Plan is paid in cash, the Shares
that were covered by that award will, to the extent settled in cash, be available
for issue or transfer hereunder. Notwithstanding anything to the contrary
contained in the foregoing provisions of this Section 5-B: (a) Shares tendered in
payment of the Option Price of an Option Right shall not be added to the
aggregate plan limit described above; (b) Shares withheld by the Company to
satisfy tax withholding obligations shall not be added to the aggregate plan
limit described above; (c) Shares that are repurchased by the Company with Option
Right proceeds shall not be added to the aggregate plan limit described above;
and (d) all Shares covered by an Appreciation Right, to the extent that it is
exercised and settled in Shares, shall be considered issued or transferred
pursuant to the Plan.
	 
	 	(iii)	 	Notwithstanding anything in this Section 5-B, or elsewhere in this
Plan, to the contrary and subject to adjustment as provided in Section 12-A of
this Plan:






	 	(a)	 	The aggregate number of Shares actually issued or
transferred by the Company upon the exercise of Incentive Stock Options
will not exceed 16,750,000 Shares.
	 
	 	(b)	 	No Grantee will be granted Option Rights or
Free-standing Appreciation Rights, in the aggregate, for more than 400,000
Shares during any calendar year.
	 
	 	(c)	 	No Grantee will be granted Qualified
Performance-Based Awards of Restricted Shares or Restricted Stock Units,
in the aggregate, for more than 225,000 Shares in any calendar year.
	 
	 	(d)	 	The number of Shares issued as Restricted Shares
(after taking any forfeiture into account) or in payment of Restricted
Stock Units or Performance Shares will not in the aggregate exceed
5,400,000.
	 
	 	(e)	 	No Grantee will be granted Qualified
Performance-Based Awards of Performance Shares, in the aggregate, for more
than 100,000 Shares in any calendar year.





6. OPTION RIGHTS





	 	 	The Committee may, from time to time and upon such terms and conditions as it may determine,
authorize the granting to eligible employees or Nonemployee Directors of options to purchase
Shares. Each such grant may utilize any or all of the authorizations, and shall be subject to
all of the requirements, contained in the following provisions:






	 	A.	 	Each grant shall specify the number of Shares to which it pertains subject to the
limitations set forth in Section 5-B of the Plan.
	 
	 	B.	 	Each grant shall specify an Option Price per Share, which may not be less than
the Market Value per Share on the Date of Grant.
	 
	 	C.	 	Each grant shall specify whether the Option Price shall be payable (i) in cash or
by check acceptable to the Company, (ii) by the actual or constructive transfer to the
Company of nonforfeitable, unrestricted Shares owned by the Grantee for at least six
months (or other lawful consideration) having a value at the time of exercise equal to
the total Option Price, or (iii) by a combination of such methods of payment.
	 
	 	D.	 	To the extent permitted by law, any grant may provide for deferred payment of the
Option Price from the proceeds of sale through a bank or broker on a date satisfactory
to the Company of some or all of the Shares to which such exercise relates.
	 
	 	E.	 	Successive grants may be made to the same Grantee whether or not any Option
Rights previously granted to such Grantee remain unexercised.
	 
	 	F.	 	Each grant shall specify the period or periods of continuous service by the
Grantee with the Company or any Subsidiary which is necessary before the Option Rights
or installments thereof will become exercisable and may provide for the earlier exercise
of such Option Rights in the event of Retirement, death or disability, a change in
control or other similar transaction or event. Unless otherwise determined by the
Committee at the Date of Grant, the Option Rights shall immediately become exercisable
upon the Retirement of the Grantee and shall remain exercisable until 10 years from the
Date of Grant.




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	 	G.	 	Any grant of Option Rights may specify Management Objectives that must be
achieved as a condition to the exercise of such Option Rights.
	 
	 	H.	 	Option Rights grants under the Plan may be (i) options, including, without
limitation, Incentive Stock Options, that are intended to qualify under particular
provisions of the Code, (ii) Nonqualified Stock Options that are not intended so to
qualify, or (iii) combinations of the foregoing. Incentive Stock Options may be granted
only to Grantees who, as of the Date of Grant, are officers or other key employees of
the Company or any Subsidiary.
	 
	 	I.	 	No Option Right shall be exercisable more than 10 years from the Date of Grant.
	 
	 	J.	 	The Committee shall not, without the further approval of the shareholders of the
Company, authorize the amendment of any outstanding Option Right to reduce the Option
Price. Furthermore, no Option Right shall be cancelled and replaced with awards having a
lower Option Price without further approval of the shareholders of the Company. This
Section 6-J is intended to prohibit the repricing of “underwater” Option Rights and
shall not be construed to prohibit the adjustments provided for in Section 12-A of the
Plan.
	 
	 	K.	 	Each grant of Option Rights shall be evidenced by an agreement, which shall
contain such terms and provisions, consistent with the Plan, as the Committee may
approve.





7. RESTRICTED SHARES





	 	 	The Committee may also authorize the grant or sale to eligible employees or Nonemployee
Directors of Restricted Shares. Each such grant or sale may utilize any or all of the
authorizations, and shall be subject to all of the requirements, contained in the following
provisions:






	 	A.	 	Each such grant or sale shall constitute an immediate transfer of the ownership
of Shares to the Grantee in consideration of the performance of services, entitling such
Grantee to voting, dividend and other ownership rights, but subject to the substantial
risk of forfeiture and restrictions on transfer hereinafter referred to.
	 
	 	B.	 	Each such grant or sale may be made without additional consideration or in
consideration of a payment by such Grantee that is less than the Market Value per Share
at the Date of Grant.
	 
	 	C.	 	Each such grant or sale shall provide that the Restricted Shares covered by such
grant or sale shall be subject, except (if the Committee shall so determine) in the
event of Retirement, death or disability or a change in control or other similar
transaction or event, for a period of not less than 3 years to be determined by the
Committee at the Date of Grant, to a “substantial risk of forfeiture” within the meaning
of Section 83 of the Code. Unless otherwise determined by the Committee at the Date of
Grant, the Restricted Shares shall immediately become nonforfeitable upon the Retirement
of the Grantee.
	 
	 	D.	 	Each such grant or sale shall provide that during the period for which such
substantial risk of forfeiture is to continue, the transferability of the Restricted
Shares shall be prohibited or restricted in the manner and to the extent prescribed by
the Committee at the Date of Grant (which restrictions may include, without limitation,
rights of repurchase or first refusal in the Company or provisions subjecting the
Restricted Shares to a continuing substantial risk of forfeiture in the hands of any
transferee).
	 
	 	E.	 	Any grant of Restricted Shares may specify Management Objectives which, if
achieved, will result in termination or early termination of the restrictions applicable
to such shares and each such grant shall specify in respect of such specified Management
Objectives, a minimum acceptable level of achievement and shall set forth a formula for
determining the number of Restricted Shares on which restrictions will terminate if
performance is at or above the minimum level, but falls short of full achievement of the
specified Management Objectives.
	 
	 	F.	 	Any such grant or sale of Restricted Shares may require that any or all dividends
or other distributions paid thereon during the period of such restrictions be
automatically deferred and reinvested in additional Restricted Shares, which may be
subject to the same restrictions as the underlying award.
	 
	 	G.	 	Each grant or sale of Restricted Shares shall be evidenced by an agreement that
shall contain such terms and provisions, consistent with the Plan, as the Committee may
approve. Unless otherwise directed by the Committee, all certificates representing
Restricted Shares shall be held in custody by the Company until all restrictions thereon
shall have lapsed, together with a stock power executed by the Grantee in whose name
such certificates are registered, endorsed in blank and covering such Shares.





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8. RESTRICTED STOCK UNITS





	 	 	The Committee may also authorize the granting or sale of Restricted Stock Units to eligible
employees or Nonemployee Directors. Each such grant or sale may utilize any or all of the
authorizations, and shall be subject to all of the requirements contained in the following
provisions:






	 	A.	 	Each such grant or sale shall constitute the agreement by the Company to deliver
Shares or cash to the Grantee in the future in consideration of the performance of
services, but subject to the fulfillment of such conditions during the Deferral Period
as the Committee may specify.
	 
	 	B.	 	Each such grant or sale may be made without additional consideration or in
consideration of a payment by such Grantee that is less than the Market Value per Share
at the Date of Grant.
	 
	 	C.	 	Each such grant or sale shall be subject, except (if the Committee shall so
determine) in the event of Retirement, death or disability or a change in control or
other similar transaction or event, to a Deferral Period of not less than 3 years, as
determined by the Committee at the Date of Grant. Unless otherwise determined by the
Committee at the Date of Grant, the Deferral Period shall immediately lapse upon the
Retirement of the Grantee.
	 
	 	D.	 	During the Deferral Period, the Grantee shall have no right to transfer any
rights under his or her award and will have no voting rights.
	 
	 	E.	 	Any grant of Restricted Stock Units may specify Management Objectives which, if
achieved, will result in termination or early termination of the Deferral Period
applicable to such Restricted Stock Units and each such grant shall specify in respect
of such specified Management Objectives, a minimum acceptable level of achievement and
shall set forth a formula for determining the number of Restricted Stock Units payable
upon termination of the Deferral Period if performance is at or above the minimum level,
but falls short of full achievement of the specified Management Objectives.
	 
	 	F.	 	Each grant or sale of Restricted Stock Units will specify the time and manner of
payment of the Restricted Stock Units that have been earned. Any grant or sale may
specify that the amount payable with respect thereto may be paid by the Company in cash,
in Shares or in any combination thereof and may either grant to the Grantee or retain in
the Committee the right to elect among those alternatives.
	 
	 	G.	 	Each grant or sale of Restricted Stock Units shall be evidenced by an agreement
containing such terms and provisions, consistent with the Plan, as the Committee may
approve.





9. APPRECIATION RIGHTS





	 	 	The Committee may also authorize grants to Grantees of Appreciation Rights. An Appreciation
Right shall be a right of the Grantee to receive from the Company an amount, which shall be
determined by the Committee and shall be expressed as a percentage (not exceeding 100
percent) of the Spread at the time of the exercise of such right, upon such terms and
conditions as the Committee may determine in accordance with the following provisions:






	 	A.	 	Any grant may specify that the amount payable upon the exercise of an
Appreciation Right may be paid by the Company in cash, Shares or any combination thereof
and may either grant to the Grantee or reserve to the Committee the right to elect among
those alternatives.
	 
	 	B.	 	Any grant may specify that the amount payable upon the exercise of an
Appreciation Right shall not exceed a maximum specified by the Committee on the Date of
Grant.
	 
	 	C.	 	Any grant may specify (i) a waiting period or periods before Appreciation Rights
shall become exercisable and (ii) permissible dates or periods on or during which
Appreciation Rights shall be exercisable.
	 
	 	D.	 	Any grant may specify that an Appreciation Right may be exercised only in the
event of Retirement, death or disability of the Grantee or a change in control of the
Company or other similar transaction or event.
	 
	 	E.	 	Each grant shall be evidenced by an agreement, which shall describe the subject
Appreciation Rights, identify any related Option Rights, state that the Appreciation
Rights are subject to all of the terms and conditions of this Plan and contain such
other terms and provisions as the Committee may determine consistent with this Plan.




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	 	F.	 	Any grant of Appreciation Rights may specify Management Objectives that must be
achieved as a condition of the exercise of such rights.
	 
	 	G.	 	Regarding Tandem Appreciation Rights only: Each grant shall provide that a Tandem
Appreciation Right may be exercised only (i) at a time when the related Option Right (or
any similar right granted under any other plan of the Company) is also exercisable and
the Spread is positive and (ii) by surrender of the related Option Right (or such other
right) for cancellation.
	 
	 	H.	 	Regarding Free-standing Appreciation Rights only:






	 	(i)	 	Each grant shall specify in respect of each Free-standing
Appreciation Right a Base Price per Common Share, which shall be equal to or
greater than the Market Value per Share on the Date of Grant.
	 
	 	(ii)	 	Successive grants may be made to the same Grantee regardless of
whether any Free-standing Appreciation Rights previously granted to such Grantee
remain unexercised.
	 
	 	(iii)	 	Each grant shall specify the period or periods of continuous
employment of the Grantee by the Company or any Subsidiary that are necessary
before the Free-standing Appreciation Rights or installments thereof shall become
exercisable, and any grant may provide for the earlier exercise of such rights in
the event of Retirement, death or disability of the Grantee or a change in
control of the Company or other similar transaction or event. Unless otherwise
determined by the Committee at the Date of Grant, the Free-standing Appreciation
Rights shall immediately become exercisable upon the Retirement of the Grantee
and shall remain exercisable until 10 years from the Date of Grant.
	 
	 	(iv)	 	No Free-standing Appreciation Right granted under this Plan may be
exercised more than 10 years from the Date of Grant.





10. PERFORMANCE SHARES





	 	 	The Committee may also authorize the granting of Performance Shares that will become payable
to a Grantee upon achievement of specified Management Objectives during the Performance
Period. Each such grant may utilize any or all of the authorizations, and shall be subject to
all of the requirements, contained in the following provisions:






	 	A.	 	Each grant will specify the number of Performance Shares to which it pertains,
which number may be subject to adjustment to reflect changes in compensation or other
factors; provided, however, that no such adjustment will be made in the case of a
Qualified Performance-Based Award where such action would result in the loss of the
otherwise available exemption of the award under Section 162(m) of the Code.
	 
	 	B.	 	The Performance Period with respect to each Performance Share will be such period
of time (not less than one year), as will be determined by the Committee at the time of
grant which may be subject to earlier lapse or other modification in the event of the
Retirement, death or disability of a Grantee, or a change of control of the Company or
other similar transaction or event.
	 
	 	C.	 	Any grant of Performance Shares will specify Management Objectives which, if
achieved, will result in payment or early payment of the award, and each grant may
specify in respect of such Management Objectives a minimum acceptable level of
achievement and may set forth a formula for determining the number of Performance Shares
that will be earned if performance is at or above the minimum or threshold level or
levels, or is at or above the target level or levels, but falls short of maximum
achievement of the specified Management Objectives. The grant of Performance Shares will
specify that, before the Performance Shares will be earned and paid, the Committee must
certify that the Management Objectives have been satisfied.
	 
	 	D.	 	Each grant will specify the time and manner of payment of Performance Shares that
have been earned. Each grant will specify that the amount payable with respect thereto
will be paid by the Company in Shares.
	 
	 	E.	 	Any grant of Performance Shares may specify that the amount payable or the number
of Shares issued with respect thereto may not exceed maximums specified by the Committee
at the Date of Grant.
	 
	 	F.	 	Each grant of Performance Shares will be evidenced by an agreement and will
contain such other terms and provisions, consistent with this Plan, as the Committee may
approve.





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11. DURATION





	 	 	No awards may be granted under this Plan after June 15, 2020, but all grants made on or prior
to such date shall continue in effect thereafter subject to the terms of the Plan.





12. MISCELLANEOUS





	 	A.	 	ADJUSTMENTS IN THE EVENT OF CHANGE IN COMMON STOCK
	 
	 	 	 	The Committee shall make or provide for such adjustments in the numbers of Shares
covered by outstanding Option Rights, Restricted Shares, Restricted Stock Units,
Appreciation Rights or Performance Shares granted hereunder, in the price per share
applicable to such Option Rights and Appreciation Rights and in the kind of shares
covered thereby, as the Committee, in its sole discretion, exercised in good faith,
may determine is equitably required to prevent dilution or enlargement of the rights
of Grantees that otherwise would result from (i) any stock dividend, stock split,
combination of shares, recapitalization or other change in the capital structure of
the Company, or (ii) any merger, consolidation, spin-off, split-off, spin-out,
split-up, reorganization, partial or complete liquidation or other distribution of
assets, issuance of rights or warrants to purchase securities, or (iii) any other
corporate transaction or event having an effect similar to any of the foregoing. With
respect to each adjustment contemplated by the foregoing sentence, no such adjustment
shall be made to the extent that such adjustment would cause an award to violate the
provisions of Section 409A of the Code. Moreover, in the event of any such transaction
or event, the Committee, in its discretion, may provide in substitution for any or all
outstanding awards under the Plan such alternative consideration as it, in good faith,
may determine to be equitable in the circumstances and may require in connection
therewith the surrender of all awards so replaced in a manner that complies with
Section 409A of the Code. The Committee shall also make or provide for such
adjustments in the numbers of Shares specified in Section 5-B of the Plan as the
Committee in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in this Section 12-A;
provided, however, that any such adjustment to the number specified in Section
5-B(iii)(a) will be made only if and to the extent that such adjustment would not
cause any Option Right intended to qualify as an Incentive Stock Option to fail to
qualify.
	 
	 	B.	 	TRANSFERABILITY






	 	(i)	 	Except as provided in Section 12-B(iii) below, no Option Right,
Restricted Share, Restricted Stock Unit, Appreciation Right or Performance Share
granted under the Plan will be transferable by a Grantee other than by will or
the laws of descent and distribution. Except as otherwise determined by the
Committee, Option Rights and Appreciation Rights will be exercisable during the
Grantee’s lifetime only by him or her or by his or her guardian or legal
representative.
	 
	 	(ii)	 	The Committee may specify at the Date of Grant that part or all of
the Shares that are (a) to be issued or transferred by the Company upon the
exercise of Option Rights or Appreciation Rights or upon payment under any grant
of Restricted Stock Units or Performance Shares or (b) no longer subject to the
substantial risk of forfeiture and restrictions on transfer referred to in
Section 7 of the Plan, will be subject to further restrictions on transfer.
	 
	 	(iii)	 	The Committee may determine that Option Rights (other than
Incentive Stock Options), Restricted Shares, Restricted Stock Units, Performance
Shares or Appreciation Rights may be transferable by a Grantee, without payment
of consideration therefor by the transferee, only to any one or more members of
the Grantee’s immediate family; provided, however, that (a) no such transfer
shall be effective unless reasonable prior notice thereof is delivered to the
Company and such transfer is thereafter effected in accordance with any terms and
conditions that shall have been made applicable thereto by the Company or the
Board and (b) any such transferee shall be subject to the same terms and
conditions hereunder as the Grantee. For the purposes of this Section 12-B, the
term “immediate family” means any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, including adoptive
relationships, any person sharing the Grantee’s household (other than a tenant or
Grantee), a trust in which these persons have more than fifty percent of the
beneficial interest, a foundation in which these persons (or the Grantee) control
the management of assets, and any other entity in which these persons (or the
Grantee) own more than fifty percent of the voting interests.





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	 	C.	 	APPLICATION OF PROCEEDS
	 
	 	 	 	The proceeds received by the Company from the sale of Shares under the Plan shall be
used for general corporate purposes.
	 
	 	D.	 	WITHHOLDING TAXES
	 
	 	 	 	Upon the issuance of any Shares or any payment made or benefit realized by a Grantee
under the Plan, the Company shall have the right to require the Grantee to remit to
the Company an amount payable in cash, money order, certified check or cashier’s check
that is sufficient to satisfy all federal, state and local withholding tax
requirements prior to the delivery of any certificate(s) for shares of common stock or
any payment or benefit.
	 
	 	 	 	The Committee, in its sole discretion, may permit the Grantee to pay such taxes
through the withholding of Shares otherwise deliverable to such Grantee or the
delivery to the Company of Shares otherwise acquired by the Grantee. In no event,
however, shall the Company accept Shares for payment of taxes in excess of required
tax withholding rates, except that, in the discretion of the Committee, a Grantee or
such other person may surrender Shares owned for more than six months to satisfy any
tax obligations resulting from any such transaction.
	 
	 	E.	 	RIGHT TO TERMINATE EMPLOYMENT
	 
	 	 	 	Nothing in the Plan or any agreement entered into pursuant to the Plan shall confer
upon any Grantee the right to continue in the employment of the Company or any
Subsidiary or service as a Nonemployee Director or affect any right which the Company
has to terminate any Grantee’s employment or other service at any time.
	 
	 	F.	 	GOVERNING LAW
	 
	 	 	 	The Plan and all grants and awards and actions taken thereunder shall be construed and
its provisions enforced and administered in accordance with the internal substantive
laws of Ohio, except to the extent that such laws may be superseded by any federal
laws.
	 
	 	G.	 	AWARDS NOT TREATED AS COMPENSATION UNDER BENEFIT PLANS
	 
	 	 	 	No awards under the Plan shall be considered as compensation under any employee
benefit plan of the Company, except as specifically provided in any such plan or as
otherwise determined by the Board of Directors.
	 
	 	H.	 	ELIMINATION OF FRACTIONAL SHARES
	 
	 	 	 	If, under any provision of the Plan or formula used to calculate award levels of
Option Rights, Restricted Shares, Restricted Stock Units, Appreciation Rights or
Performance Shares, the number so computed is not a whole number, such number of
shares shall be rounded down to the next whole number.





13. COMPLIANCE WITH SECTION 409A OF THE CODE





	 	A.	 	To the extent applicable, it is intended that this Plan and any grants made
hereunder comply with the provisions of Section 409A of the Code, so that the income
inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Grantees.
This Plan and any grants made hereunder shall be administered in a manner consistent
with this intent. Any reference in this Plan to Section 409A of the Code will also
include any regulations or any other formal guidance promulgated with respect to such
Section by the U.S. Department of the Treasury or the Internal Revenue Service.
	 
	 	B.	 	Neither a Grantee nor any of a Grantee’s creditors or beneficiaries shall have
the right to subject any deferred compensation (within the meaning of Section 409A of
the Code) payable under this Plan and grants hereunder to any anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, attachment or garnishment. Except as
permitted under Section 409A of the Code, any deferred compensation (within the meaning
of Section 409A of the Code) payable to a Grantee or for a Grantee’s benefit under this
Plan and grants hereunder may not be reduced by, or offset against, any amount owing by
a Grantee to the Company or any of its affiliates.




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	 	C.	 	If, at the time of a Grantee’s separation from service (within the meaning of
Section 409A of the Code), (i) the Grantee shall be a specified employee (within the
meaning of Section 409A of the Code and using the identification methodology selected by
the Company from time to time) and (ii) the Company shall make a good faith
determination that an amount payable hereunder constitutes deferred compensation (within
the meaning of Section 409A of the Code) the payment of which is required to be delayed
pursuant to the six-month delay rule set forth in Section 409A of the Code in order to
avoid taxes or penalties under Section 409A of the Code, then the Company shall not pay
such amount on the otherwise scheduled payment date but shall instead pay it, without
interest, on the first business day of the seventh month after such six-month period.
	 
	 	D.	 	Notwithstanding any provision of this Plan and grants hereunder to the contrary,
in light of the uncertainty with respect to the proper application of Section 409A of
the Code, the Company reserves the right to make amendments to this Plan and grants
hereunder as the Company deems necessary or desirable to avoid the imposition of taxes
or penalties under Section 409A of the Code. In any case, a Grantee shall be solely
responsible and liable for the satisfaction of all taxes and penalties that may be
imposed on a Grantee or for a Grantee’s account in connection with this Plan and grants
hereunder (including any taxes and penalties under Section 409A of the Code), and
neither the Company nor any of its affiliates shall have any obligation to indemnify or
otherwise hold a Grantee harmless from any or all of such taxes or penalties.





14. EFFECTIVE DATE/APPROVAL BY SHAREHOLDERS





	 	A.	 	Upon approval of the Plan by the Company’s shareholders, the effective date of
the Plan shall be June 16, 2010.
	 
	 	B.	 	All Options granted prior to June 16, 2010, including grants of Options to
acquire treasury shares to Nonemployee Directors, shall be governed by the terms of the
Plan, prior to the June 16, 2010 amendment and restatement, except as otherwise provided
herein.





15. AMENDMENT AND TERMINATION OF THE PLAN





	 	 	The Plan may be amended from time to time or suspended or terminated by the Committee;
provided, however, that any amendment that must be approved by the shareholders of the
Company in order to comply with applicable law or the rules of the New York Stock Exchange
or, if the Shares are not traded on the New York Stock Exchange, the principal national
securities exchange upon which the Shares are traded or quoted, shall not be effective unless
and until such approval has been obtained. Without limiting the generality of the foregoing,
the Committee may amend the Plan to eliminate provisions which are no longer necessary as a
result of changes in tax or securities laws or regulations, or in the interpretation thereof.






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