(e) “Code” means the Internal Revenue Code of 1986, as amended from time to time. Referencesto any provision of the Code include and successor provisions thereto and regulations thereunder.(f) “Committee” means the Compensation Committee of the Board of Directors, or such otherBoard committee as the Board may designate to administer the Plan.(g) “Covered Employee” means a person designated by the Committee as likely, with respect to agiven fiscal year of the Company, to be the Chief Executive Officer or one of the four other mosthighly compensated executive officers serving on the last day of such fiscal year. Thisdesignation generally is required at the time an Award Opportunity is authorized. The Committeemay designate more than five persons as Covered Employees with respect to a given year.(h) “Participant” means an employee participating in this Plan.(i) “Performance Goal” means the Company or individual performance objective or accomplishmentrequired as a condition to the earning of an Award Opportunity.(j) “Performance Period” means the period, specified by the Committee, over which an AwardOpportunity may be earned.(k) “Retirement” means Termination of Employment deemed a retirement by the Committee.(l) “Termination of Employment” means the termination of a Participant’s employment by theCompany or a subsidiary immediately after which the Participant is not employed by the Company orany subsidiary; provided, however, that in the case of an Award that constitutes a deferral ofcompensation under Code Section 409A, if the timing of payment relates to the termination ofemployment, then termination of employment means a “separation from service” as defined in TreasuryRegulation § 1.409A-1(h).3. **Administration**(a) *Administration by the Committee*. The Plan will be administered by the Committee, providedthat the Committee may condition any of its actions on approval or ratification by the Board ofDirectors or the independent directors of the Board. The Committee shall have full and finalauthority to take all actions hereunder, subject to and consistent with the provisions of the Plan.This authority includes authority to correct any defect or supply any omission or reconcile anyinconsistency in the Plan and to construe and interpret the Plan and any plan rules andregulations, authorization of an Award Opportunity, Award, Award agreement, or other documenthereunder; and to make all other decisions and determinations as may be required under the terms ofthe Plan or as the Committee may deem necessary or advisable for the administration of the Plan.(b) *Manner of Exercise of Authority*. Any action by the Committee or the Board with respect tothe Plan shall be final, conclusive, and binding on all persons, including the Company,subsidiaries or affiliates, Participants, any person claiming any rights under the Plan from orthrough any Participant, and stockholders. The express grant of any specific power to theCommittee, and the taking of any action by the Committee, shall not be construed as limiting anypower or authority of the Committee. A memorandum signed by all members of the Committee shallconstitute the act of the Committee without the necessity, in such event, to hold a meeting.At any time that a member of the Committee is not an “outside director” as defined under CodeSection 162(m), any action of the Committee relating to an Award intended by the Committee toqualify as “performance-based compensation” within the meaning of Section 162(m) may be taken by asubcommittee, designated by the Committee or the Board, composed solely of two or more “outsidedirectors.” Such action shall be the action of the Committee for purposes of the Plan. Theforegoing notwithstanding, no action of the Committee shall be void or deemed beyond the authorityof the Committee solely because, at the time such action was taken, one or more members of theCommittee failed to qualify as an “outside director.” The Committee may delegate to specifiedofficers or employees of the Company authority to perform administrative functions under the Plan,to the extent permitted by law.
 
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(c) *Limitation of Liability*. Each member of the Committee and the Board of Directors, and anyperson to whom authority or duties are delegated hereunder, shall be entitled to, in good faith,rely or act upon any report or other information furnished to him or her by any officer or otheremployee of the Company or any subsidiary or affiliate, the Company’s independent certified publicaccountants, or any executive compensation consultant, legal counsel, or other professionalretained by the Company to assist in the administration of the Plan. No member of the Board orCommittee, nor any person to whom authority or duties are delegated hereunder, shall be personallyliable for any action, determination, or interpretation taken or made in good faith with respect tothe Plan, and any such person shall, to the extent permitted by law, be fully indemnified andprotected by the Company with respect to any such action, determination, or interpretation.4. **Eligibility**Employees of the Company or any subsidiary who are or may become executive officers of theCompany may be selected by the Committee to participate in this Plan.5. **Per-Person Award Limitation**Award Opportunities granted to any one eligible employee shall be limited such that the amountpotentially earnable of performance in any one calendar year shall not exceed the Participant’sAnnual Limit. For this purpose, the Annual Limit shall equal $10 million plus the amount of theParticipant’s unused Annual Limit as of the close of the previous fiscal year. For this purpose,(i) “earning” means satisfying performance conditions so that an Award Opportunity becomes payable,without regard to whether it is to be paid currently or on a deferred basis or continues to besubject to any service requirement or other non-performance condition, and (ii) a Participant’sAnnual Limit is used to the extent an amount may be potentially earned or paid under an Award,regardless of whether such amount is in fact earned or paid.6. **Designation and Earning of Award Opportunities**(a) *Designation of Award Opportunities and Performance Goals*. The Committee shall selectemployees to participate in the Plan for a Performance Period and designate, for each suchParticipant, the Award Opportunity such Participant may earn for such Performance Period, thenature of the Performance Goal the achievement of which will result in the earning of the AwardOpportunity, and the levels of earning of the Award Opportunity corresponding to the levels ofachievement of the performance goal. The following terms will apply to Award Opportunities:
 
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(i) Specification of Amount Potentially Earnable. Unless otherwise determinedby the Committee, the Award Opportunity earnable by each Participant shall range from 0% toa specified maximum percentage of a specified target Award Opportunity. The Committeeshall specify a table, grid, formula, or other information that sets forth the amount of aParticipant’s Award Opportunity that will be earned corresponding to the level ofachievement of a specified Performance Goal.(ii) Denomination of Award Opportunity; Payment of Award. Award Opportunitieswill be denominated in cash and Awards will be payable in cash, except that the Committeemay denominate an Award Opportunity in shares of Common Stock and/or to settle an AwardOpportunity in shares of Common Stock if and to the extent that shares of Common Stock areauthorized for use in incentive awards and available under the Company’s 1998 StockIncentive Plan, 2005 Stock Incentive Plan or any other equity compensation plan of theCompany.(b) *Limitations on Award Opportunities and Awards for Covered Employees.*If the Committeedetermines that an Award Opportunity to be granted to an eligible person who is designated aCovered Employee by the Committee should qualify as “performance-based compensation” for purposesof Code Section 162(m), the following provisions will apply:(i) Performance Goal*.*The Performance Goal for such Award Opportunities shallconsist of one or more business criteria and a targeted level or levels of performance withrespect to each of such criteria, as specified by the Committee consistent with thisSection 6(b). The performance goal shall be objective and shall otherwise meet therequirements of Code Section 162(m) and regulations thereunder (including TreasuryRegulation 1.162-27 and successor regulations thereto), including the requirement that thelevel or levels of performance targeted by the Committee result in the achievement ofperformance goals being “substantially uncertain.” The Committee may determine that theAward Opportunity will be earned, or tentatively earned, based upon achievement of any onemeasure of performance or that two or more measures of performance must be achieved. TheCommittee may establish a “gate-keeper” Performance Goal that conforms to this Section 6(b)while specifying or considering other types of performance (which need not meet therequirements of this Section 6(b)) as a basis for reducing the amount of the Award deemedearned upon achievement of the gate-keeper Performance Goal. Performance Goals may differfor Award Opportunities granted to any one Participant or to different Participants.(ii) Business Criteria*.*One or more of the following business criteria forthe Company, on a consolidated basis, and/or for specified subsidiaries or affiliates,divisions or other business units of the Company shall be used by the Committee inestablishing the Performance Goal for such Award Opportunities: (1) net sales, revenues orroyalties; (2) gross profit or pre-tax profit; (3) operating income, earnings before orafter taxes, earnings before or after interest, depreciation, amortization, orextraordinary or special items; (4) net income or net income per common share (basic orfully diluted); (5) return measures, including, but not limited to, return on assets (grossor net), return on investment, return on capital, or return on equity; (6) cash flow, freecash flow, cash flow return on investment (discounted or otherwise), net cash provided byoperations, or cash flow in excess of cost of capital; (7) economic value created oreconomic profit; (8) operating margin or profit margin; (9) stockholder value creationmeasures, including but not limited to stock price or total stockholder return; (10)royalties or revenues from specific assets, projects, fees or payments received or lines ofbusiness; (11) targets
 
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relating to expense or operating expense, working capital targets, or operating efficiency;and (12) strategic business criteria, consisting of one or more objectives based on meetingspecified goals relating to market penetration, new projects, new products, new ventures,geographic business expansion, cost targets, customer satisfaction, employee satisfaction,human resources management, supervision of litigation and information technology, andacquisitions or divestitures of subsidiaries, affiliates or joint ventures. The targetedlevel or levels of performance with respect to such business criteria may be established atsuch levels and in such terms as the Committee may determine, in its discretion, includingin absolute terms, as a goal relative to performance in prior periods, or as a goalcompared to the performance of one or more comparable companies or an index coveringmultiple companies.(iii) Performance Period and Timing for Establishing Performance Goals*.*TheCommittee will specify the Performance Period over which achievement of the PerformanceGoal in respect of such Award Opportunities shall be measured. A Performance Goal shall beestablished by the date which is the earlier of (A) 90 days after the beginning of theapplicable Performance Period or (B) the time 25% of such Performance Period has elapsed.(iv) Annual Incentive Awards Granted to Covered Employees*.*The Committee maygrant an Annual Incentive Award, intended to qualify as “performance-based compensation” forpurposes of Code Section 162(m), to an eligible person who is designated a Covered Employeefor a given fiscal year.(v) Performance Award Pool*.*The Committee may establish a performance Awardpool, which shall be an unfunded pool, for purposes of measuring performance of the Companyin connection with Award Opportunities. The amount of such performance Award pool shall bebased upon the achievement of a Performance Goal or Goals based on one or more of thebusiness criteria set forth in Section 6(b)(ii) during the given Performance Period, asspecified by the Committee. The Committee may specify the amount of the performance Awardpool as a percentage of any of such business criteria, a percentage thereof in excess of athreshold amount, or as another amount which need not bear a strictly mathematicalrelationship to such business criteria. The Committee may specify Award Opportunities forindividual Participants, in accordance with Section 6(a) and other provisions of this Section6(b), as a percentage or other portion or amount of the performance Award pool.(vi) Changes to Amounts Payable Under Awards During Deferral Periods*.*Anysettlement or other event that would change the form of payment from that originallyspecified shall be implemented in a manner such that the Award does not, solely for thatreason, fail to qualify as “performance-based compensation” for purposes of Code Section162(m).(c) *Additional Participants and Award Opportunity Designations During a Performance Period*.At any time during a Performance Period the Committee may select a new employee or a newly promotedemployee to participate in the Plan for that Performance Period and/or designate, for any suchParticipant, an Award Opportunity (or additional Award Opportunity) amount for such PerformancePeriod. In determining the amount of the Award Opportunity for such Participant under this Section6(c), the Committee may take into account the portion of the Performance Period already elapsed,the performance achieved during such elapsed portion of the Performance Period, and such otherconsiderations as the Committee may deem relevant.
 
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(d) *Determination of Award*. The Committee shall determine the extent to which the PerformanceGoal for the earning of Award Opportunities was achieved during such Performance Period and theresulting Award to the Participant for such Performance Period. The Committee may adjust upward ordownward the amount of an Award, in its sole discretion, in light of such considerations as theCommittee may deem relevant, except that (i) no such discretionary upward adjustment of an Awardauthorized under Section 6(b) is permitted, and (ii) any discretionary adjustment is subject toSection 5 and other applicable limitations of the Plan. Unless otherwise determined by theCommittee, the Award shall be deemed earned and vested at the time the Committee makes thedetermination pursuant to this Section 6(d). In all cases, the Committee’s determination underthis Section 6(d) shall be made, and resulting Awards paid, between January 1 and March 15following the end of a Performance Period that ends on the last day of the Company’s fiscal year,and shall be made within 75 days following the end of any Performance Period ending at a date otherthan the last day of the Company’s fiscal year, unless the Committee, at the time the performancegoals were set, specified a different date for payment (compliant with Code Section 409A).(e) *Written Determinations.*Determinations by the Committee as to the establishment ofPerformance Goals, the amount potentially payable in respect of Award Opportunities, the level ofactual achievement of the Performance Goals and the amount of any final Award earned shall berecorded in writing in the case of Performance Awards intended to qualify under Section 162(m).Specifically, the Committee shall certify in writing, in a manner conforming to applicableregulations under Section 162(m), with respect to any Covered Employee prior to any settlement ofeach such Award, that the Performance Goal relating to the Award and other material terms of theAward upon which settlement was conditioned have been satisfied.(f) *Other Terms of Award Opportunities and Awards*. Subject to the terms of this Plan, theCommittee may specify the circumstances in which Award Opportunities and Awards shall be paid orforfeited in the event of a change in control, Termination of Employment in circumstances otherthan those specified in Section 8, or other event prior to the end of a Performance Period orsettlement of an Award. With respect to Award Opportunities and Awards under Section 6(b), anypayments resulting from a change in control or Termination of Employment need not qualify asperformance-based compensation under Section 162(m) if the authorization of such non-qualifyingpayments would not otherwise disqualify the Award Opportunity or Award from Section 162(m)qualification in cases in which no change in control or Termination of Employment occurred.(g) *Adjustments*. The Committee is authorized to make adjustments in the terms and conditionsof, and the criteria included in, Award Opportunities and related Performance Goals in recognitionof unusual or nonrecurring events, including stock splits, stock dividends, reorganizations,mergers, consolidations, large, special and non-recurring dividends, and acquisitions anddispositions of businesses and assets, affecting the Company and its subsidiaries or other businessunit, or the financial statements of the Company or any subsidiary, or in response to changes inapplicable laws, regulations, accounting principles, tax rates and regulations or businessconditions or in view of the Committee’s assessment of the business strategy of the Company, anysubsidiary or affiliate or business unit thereof, performance of comparable organizations, economicand business conditions, personal performance of a Participant, and any other circumstances deemedrelevant; provided, however, that no such adjustment shall be authorized or made if and to theextent that the existence or exercise of such authority (i) would cause an Award Opportunity orAward granted under Section 6(b) and intended to qualify as “performance-based compensation” under
 
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CodeSection 162(m) and regulations thereunder to otherwise fail to so qualify, or (ii) would cause the Committee tobe deemed to have authority to change the targets, within the meaning of Treasury Regulation1.162-27(e)(4)(vi), under the Performance Goals relating to an Award Opportunity under Section 6(b)intended to qualify as “performance-based compensation” under Code Section 162(m) and regulationsthereunder. In furtherance of the foregoing, in the event of an equity restructuring, as definedin FAS 123R, which affects the Company’s common stock, a Participant shall have a legal right to anadjustment to the Participant’s Award or Award Opportunity which shall preserve without enlargingthe value of the Award or Award Opportunity, with the manner of such adjustment to be determined bythe Committee in its discretion, and subject to any limitation on this right set forth in theapplicable Award documentation. Any fractional share resulting from such adjustment may beeliminated.(h) *Compliance with Section 409A of the Code*. Any vesting and settlement of Awards providedfor hereunder or in a separate agreement between the Participant and the Company shall be subjectto the rules for compliance with Code Section 409A set forth in Exhibit A and Exhibit B to theCompany’s 2005 Stock Incentive Plan, and to the terms and provisions of such separate agreement(consistent with Code Section 409A).7. **Settlement of Awards.**(a) *Deferrals*. The Committee may specify, at the time the Award Opportunity is authorized,that an Award will be deferred as to settlement after it is earned. In addition, a Participantwill be permitted to elect to defer settlement of an Award if and to the extent such Participant isselected to participate in a Company deferral program covering such Awards and the Participant hasmade a valid deferral election in accordance with that plan. Deferrals must comply with applicablerequirements of Section 409A of the Code, including those set forth on Exhibit B to the Company’s2005 Stock Incentive Plan (relating to the time of election of deferrals) and Exhibit A, Section(i), to the Company’s 2005 Stock Incentive Plan (relating to permitted distribution dates).(b) *Settlement of Award*. Any non-deferred Award shall be paid and settled by the Companywithin the time specified under Section 6(d) hereof. With respect to any deferred amount of aParticipant’s Award, such amount will be credited to the Participant’s deferral account under thegoverning deferral plan of the Company at the date of determination by the Committee under Section6(d) hereof.(c) *Tax Withholding*. The Company shall deduct from any payment in settlement of aParticipant’s Award or other payment to the Participant any Federal, state, or local withholding orother tax or charge which the Company is then required to deduct under applicable law with respectto the Award. The Committee may specify other withholding terms relating to an Award that will besettled by delivery of shares of Stock or other property.(d) *Non-Transferability*. An Award Opportunity, any resulting Award, including any deferredcash amount resulting from an Award, and any other right hereunder (i) shall be non-assignable andnon-transferable, and shall not be pledged, encumbered, or hypothecated to or in favor of any partyor subject to any lien, obligation, or liability of the Participant to any party other than theCompany or a subsidiary or affiliate; and (ii), if and to the extent that it constitutes a deferralof compensation under Code Section 409A, shall be subject to the restrictions on transferabilityset forth in Exhibit A, Section (i)(H), to the Company’s 2005 Stock Incentive Plan.
 
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8. **Effect of Termination of Employment.**Except to the extent set forth in subsections (a) and (b) of this Section 8, upon aParticipant’s Termination of Employment prior to completion of a Performance Period or, aftercompletion of a Performance Period but prior to the Committee’s determination of the extent towhich an Award has been earned for such Performance Period, the Participant’s Award Opportunityrelating to such Performance Period shall cease to be earnable and shall be canceled, and theParticipant shall have no further rights or opportunities hereunder:(a) *Disability, Death or Retirement*. If Termination of Employment is due to the permanentdisability, death or Retirement of the Participant, the Participant or his or her beneficiary shallbe deemed to have earned and shall be entitled to receive an Award for any Performance Period forwhich Termination occurs prior to the date of determination under Section 6(d) hereof equal to theAward which would have been earned had Participant’s employment not terminated multiplied by afraction the numerator of which is the number of calendar days from the beginning of thePerformance Period to the date of Participant’s Termination of Employment and the denominator ofwhich is the number of calendar days in the Performance Period (but such fraction shall in no eventbe greater than one). Such pro rata Award will be determined at the same time as Awards forcontinuing Participants are determined (i.e., normally following the end of the Performance Periodin accordance with Section 6(d) hereof). Upon its determination, such pro rata Award shall be paidand settled promptly in cash, except to the extent the settlement has been validly deferred inaccordance with Section 7(a). The portion of the Participant’s Award Opportunity not earned willcease to be earnable and will be canceled. For purposes of the Plan, the existence of a “permanentdisability” shall be determined by, or in accordance with criteria and standards adopted by, theCommittee. The foregoing notwithstanding, the Committee may limit or expand the Participant’srights upon disability, death or Retirement with respect to a given Award Opportunity.(b) *Other Terminations.*In connection with any Termination of Employment other than due todeath, disability or retirement, the Committee may determine that the Participant shall be deemedto have earned none, a portion, or all of an Award Opportunity for a Performance Period in whichTermination occurred or for which the Committee has not yet determined the extent to which an Awardhas been earned for such Performance Period, in the Committee’s sole discretion. Thisdetermination may be specified at the time the Award Opportunity is established or made at any timethereafter.9. **Additional Forfeiture Provisions Applicable to Awards.**(a) *Forfeiture Resulting from Actions Harmful to the Company*. Unless otherwise determined bythe Committee, Award Opportunities Awards, and amounts paid in settlement of Awards hereunder shallbe subject to the following additional forfeiture conditions, to which the Participant, byparticipating in the Plan, agrees. If any of the events specified in Section 9(b)(i), (ii), (iii)or (iv) occurs (a “Forfeiture Event”), all of the following forfeitures will result: (i) Any outstanding Award Opportunity authorized for the Participant and anyAward granted to the Participant and not yet settled will be immediately forfeited andcanceled upon the occurrence of the Forfeiture Event; and (ii) The Participant will be obligated to repay to the Company, in cash, withinfive business days after demand is made therefor by the Company, an amount equal tothe total amount of cash plus the fair market value of Stock or other property (asof the date of occurrence of the Forfeiture Event) previously paid to theParticipant in settlement of any Award since the date that is 12 months prior tothe occurrence of the forfeiture event or, in the case of a Forfeiture Eventspecified in Section 9(b)(iv), the period specified in Section 9(b)(iv).
 
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(b) ***Events Triggering Forfeiture***. The forfeitures specified in Section 9(a) will be triggeredupon the occurrence of any one of the following Forfeiture Events at any time during theParticipant’s employment by the Company or a subsidiary or affiliate or during the one-year periodfollowing Termination of Employment (except as otherwise provided in Section 9(b)(iv)): (i) The Participant, acting alone or with others, directly or indirectly, priorto a Change in Control, (A) engages, either as employee, employer, consultant,advisor, or director, or as an owner, investor, partner, or stockholder unless theParticipant’s interest is insubstantial, in the United States or in any other area orregion in which the Company conducts business at the date the event occurs, which isdirectly in competition with a business then conducted by the Company or a subsidiaryor affiliate; (B) induces any customer or supplier of the Company or a subsidiary oraffiliate, or an entertainment or media company with which the Company or a subsidiaryor affiliate has a business relationship, to curtail, cancel, not renew, or notcontinue his or her or its business with the Company or any subsidiary or affiliate;or (C) induces, or attempts to influence, any employee of or service provider to theCompany or a subsidiary or affiliate to terminate such employment or service. TheCommittee shall, in its discretion, determine which lines of business the Companyconducts on any particular date and which third parties may reasonably be deemed to bein competition with the Company. For purposes of this Section 9(b)(i), aParticipant’s interest as a stockholder is insubstantial if it represents beneficialownership of less than five percent of the outstanding class of stock, and aParticipant’s interest as an owner, investor, or partner is insubstantial if itrepresents ownership, as determined by the Committee in its discretion, of less thanfive percent of the outstanding equity of the entity; (ii) The Participant discloses, uses, sells, or otherwise transfers, except in thecourse of employment with or other service to the Company or any subsidiary oraffiliate, any confidential or proprietary information of the Company or anysubsidiary or affiliate, including but not limited to information regarding theCompany’s current and potential customers, organization, employees, finances, andmethods of operations and investments or its concepts, ideas, products, movies,characters, or toys, so long as such information has not otherwise been disclosed tothe public or is not otherwise in the public domain, except as required by law orpursuant to legal process, or the Participant makes statements or representations, orotherwise communicates, directly or indirectly, in writing, orally, or otherwise, ortakes any other action which may, directly or indirectly, disparage or be damaging tothe Company or any of its subsidiaries or affiliates or their respective officers,directors, employees, advisors, businesses or reputations, except as required by lawor pursuant to legal process; (iii) The Participant fails to cooperate with the Company or any subsidiary oraffiliate in any way, including, without limitation, by making himself or herselfavailable to testify on behalf of the Company or such subsidiary or affiliate in anyaction, suit, or proceeding, whether civil, criminal, administrative, orinvestigative, orotherwise fails to assist the Company or any subsidiary or affiliate in any way,including, without limitation, in connection with any such action, suit, orproceeding by providing information and meeting and consulting with members ofmanagement of, other representatives of, or counsel to, the Company or suchsubsidiary or affiliate, as reasonably requested; or
 
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 (iv) The Company is required to prepare an accounting restatement due to thematerial noncompliance of the Company, as a result of misconduct, with any financialreporting requirement under the securities laws, if the Participant knowingly orgrossly negligently engaged in the misconduct, or knowingly or grossly negligentlyfailed to prevent the misconduct, or if the Participant is one of the persons subjectto automatic forfeiture under Section 304 of the Sarbanes-Oxley Act of 2002.Forfeitures under this Section 9(b)(iv) shall apply to outstanding Award Opportunitiesand Awards and to amounts paid in settlement of an Award Opportunity earned or accruedin whole or in part during the 12-month period following the first public issuance orfiling with the Securities and Exchange Commission (whichever first occurred) of thefinancial document embodying such financial reporting requirement. .(c) ***Provision Does Not Prohibit Competition or Other Participant Activities***. Although theconditions set forth in this Section 9 shall be deemed to be incorporated into an Award Opportunityand Award, a Participant is not thereby prohibited from engaging in any activity, including but notlimited to competition with the Company and its subsidiaries and affiliates. Rather, thenon-occurrence of the Forfeiture Events set forth in Section 9(b)(i) — (iii) is a condition to theParticipant’s right to realize and retain value from his or her compensatory Award Opportunitiesand Awards, and the consequence under the Plan if the Participant engages in an activity givingrise to any such Forfeiture Event are the forfeitures specified herein. The Company and theParticipant shall not be precluded by this provision or otherwise from entering into otheragreements concerning the subject matter of Sections 9(a) and 9(b).(d) ***Committee Discretion***. The Committee may, in its discretion, waive in whole or in part theCompany’s right to forfeiture under this Section (except as limited by applicable law), but no suchwaiver shall be effective unless evidenced by a writing signed by a duly authorized officer of theCompany. In addition, the Committee may impose additional conditions on Award Opportunities andAwards, by inclusion of appropriate provisions in any document authorizing an Award Opportunity orevidencing or governing any Award.10. **General Provisions.**(a) *Changes to this Plan*. The Committee may at any time amend, alter, suspend, discontinue,or terminate this Plan without the consent of stockholders or Participants; provided, however, thatany such action beyond the scope of the Committee’s authority shall be subject to the approval ofthe Board of Directors; provided further, that any such action shall be submitted to the Company’sstockholders for approval not later than the earliest annual meeting for which the record date isat or after the date of such Committee or Board action if such stockholder approval is required byany federal or state law or regulation or the rules of the New York Stock Exchange or any otherstock exchange or automated quotation system on which the Stock may then be listed or quoted, andthe Board may otherwise, in its discretion, determine to submit other amendments to the Plan tostockholders for approval; and provided further, that, without the consent of an affectedParticipant, no such Committee or Board action may materially and adversely affect the rights ofsuch Participant under any outstanding Award (this restriction doesnot apply to an Award Opportunity, however, which remains subject to the discretion of theCommittee).
 
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(b) *Long-Term Incentives Not Annual Bonus for Purposes of Other Plans.*Amounts earned orpayable under the Plan in connection with Awards not designated by the Committee as “AnnualIncentive Awards” shall not be deemed to be annual incentive or annual bonus compensation(regardless of whether an Award is earned in respect of a period of one year or less or disclosedas annual bonus compensation under Securities and Exchange Commission disclosure rules) forpurposes of any retirement or supplemental pension plan of the Company or any employment agreementor change in control agreement between the Company and any Participant, or for purposes of anyother plan, unless the Company shall in writing specifically identify this Plan by name and specifythat amounts earned or payable hereunder shall be considered to be annual incentive or annual bonuscompensation.(c) *Unfunded Status of Participant Rights*. Awards, accounts, deferred amounts, and relatedrights of a Participant represent unfunded deferred compensation obligations of the Company forERISA and federal income tax purposes and, with respect thereto, the Participant shall have rightsno greater than those of an unsecured creditor of the Company.(d) *Nonexclusivity of the Plan*. The adoption of this Plan shall not be construed as creatingany limitations on the power of the Board or Committee to adopt such other compensationarrangements as it may deem desirable for any Participant.(e) *No Right to Continued Employment.*Neither the Plan, the authorization of an AwardOpportunity, the grant of an Award nor any other action taken hereunder shall be construed asgiving any employee the right to be retained in the employ of the Company or any of itssubsidiaries or affiliates, nor shall it interfere in any way with the right of the Company or anyof its subsidiaries or affiliates to terminate any employee’s employment at any time.(f) *Severability.*The invalidity of any provision of the Plan or a document hereunder shallnot deemed to render the remainder of this Plan or such document invalid.(g) *Successors*. The Company shall require any successor (whether direct or indirect, bypurchase, merger, consolidation or otherwise, and whether or not the corporate existence of theCompany continues) to all or substantially all of the business and/or assets of the Company toexpressly assume and agree to perform the Company’s obligations under the Plan in the same mannerand to the same extent that the Company would be required to perform it if no such succession hadtaken place; provided, however, that such successor may replace the Plan with a plan substantiallyequivalent in opportunity and achievability, as determined by a nationally recognized compensationconsulting firm, and covering the participants at the time of such succession. Any successor andthe ultimate parent company of such successor shall in any event be subject to the requirements ofthis Section 10(g) to the same extent as the Company. Subject to the foregoing, the Company maytransfer and assign its rights and obligations hereunder.
 
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(h) *Governing Law*. The validity, construction, and effect of the Plan and any rules andregulations or document hereunder shall be determined in accordance with the laws of the State ofNew York, without giving effect to principles of conflicts of laws, and applicable provisions offederal law.(i) *Effective Date of Plan; Stockholder Approval; Termination of Plan*. This Plan shall beeffective as of January 1, 2005. The Company shall submit the Plan, including the material termsof the Plan specified in Treasury Regulation 1.162-27(e)(4), to stockholders for approval at theCompany’s 2005 Annual Meeting of Stockholders, and the Plan shall be terminated without any Awardbeing deemed earned in the event stockholders decline to approve it at that Annual Meeting. Ifapproved by stockholders, the Plan will terminate at such time as may be determined by the Board ofDirectors or the Committee.
 
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