EXHIBIT 10.12




Amended
and Restated




2006
Stock Incentive Plan







Article
      1.  Establishment, Purpose, and Duration
            1


Article
      2.  Definitions
            1


Article
      3.  Administration
            4


Article
      4.  Shares Subject to this Plan and Maximum
    Awards
            5


Article
      5.  Eligibility and Participation
            6


Article
      6.  Stock Options
            7


Article
      7.  Stock Appreciation Rights
            8


Article
      8.  Restricted Stock and Restricted Stock Units
            9


Article
      9.  Performance Units/Performance Shares
            10


Article
      10.  Cash-Based Awards and Other Stock-Based
    Awards
            11


Article
      11.  Performance Measures
            12


Article
      12.  Nonemployee Director Awards
            13


Article
      13.  Dividend Equivalents
            13


Article
      14.  Beneficiary Designation
            14


Article
      15.  Deferrals
            14


Article
      16.  Rights of Participants
            14


Article
      17.  Change of Control
            14


Article
      18.  Amendment, Modification, Suspension, and
      Termination
            14


Article
      19.  Withholding
            15


Article
      20.  Successors
            15


Article
      21.  General Provisions
            16




i


ATC
TECHNOLOGY CORPORATION


AMENDED
AND RESTATED


2006
STOCK INCENTIVE PLAN




ARTICLE
1.  ESTABLISHMENT, PURPOSE, AND DURATION




1.1           Establishment.  ATC
Technology Corporation, a Delaware corporation (hereinafter referred to as the
“Company”), establishes an incentive compensation plan to be known as the
Amended and Restated 2006 Stock Incentive Plan (hereinafter referred to as this
“Plan”), as set forth in this document.




This Plan
permits the grant of Cash-Based Awards, nonqualified Stock Options, Stock
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance
Shares, Performance Units, Covered Employee Annual Incentive Awards, and Other
Stock-Based Awards.




This Plan
shall become effective upon shareholder approval (the “Effective Date”) and
shall remain in effect as provided in Section 1.3.




1.2           Purpose of this
Plan.  The purpose of this Plan is to promote the interests of
the Company and its shareholders by strengthening the Company’s ability to
attract, motivate, and retain Employees and Directorsof the Company upon
whose judgment, initiative, and efforts the financial success and growth of the
business of the Company largely depend, and to provide an additional incentive
for such individuals through stock ownership and other rights that promote and
recognize the financial success and growth of the Company and create value for
shareholders.




1.3           Duration of this
Plan.  Unless sooner terminated as provided herein, this Plan
shall terminate 13 years from the Effective Date.  After this Plan is
terminated, no Awards may be granted but Awards previously granted shall remain
outstanding in accordance with their applicable terms and conditions and this
Plan’s terms and conditions.




ARTICLE
2.  DEFINITIONS




Whenever
used in this Plan, the following terms shall have the meanings set forth below,
and when the meaning is intended, the initial letter of the word shall be
capitalized.




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




2.2           “Annual Award Limit” or“Annual Award Limits” have
the meaning set forth in Section 4.3.




2.3           “Award” means, individually or
collectively, a grant under this Plan of Cash-Based Awards, Stock Options,
SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Performance
Units, Covered Employee Annual Incentive Awards, or Other Stock-Based Awards, in
each case subject to the terms of this Plan.




2.4           “Award Agreement” means either
(a) a written agreement entered into by the Company and a Participant setting
forth the terms and provisions applicable to an Award granted under this Plan,
or (b) a written statement issued by the Company to a Participant describing the
terms and provisions of such Award.




2.5           “Beneficial Owner” or “Beneficial Ownership” shall
have the meaning ascribed to such term in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act.




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




2.7           “Cash-Based Award” means an
Award granted to a Participant as described in Article 10.




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2.8           “Change of Control” means the
first to occur of the following events:




(a)         any
sale or transfer or other conveyance, whether direct or indirect, of all or
substantially all of the assets of the Company, on a consolidated basis, in one
transaction or a series of related transactions, unless, immediately after
giving effect to such transaction, at least 85% of the total voting power
normally entitled to vote in the election of directors, managers or trustees, as
applicable, of the transferee is “beneficially owned” by persons who,
immediately prior to the transaction, beneficially owned 100% of the total
voting power normally entitled to vote in the election of directors of the
Company;




(b)         any
Person or Group (as defined in Sections 13(d) and 14(d) of the Exchange Act) is
or becomes the "beneficial owner," directly or indirectly, of more than 35% of
the total voting power in the aggregate of all classes of capital stock of the
Company then outstanding normally entitled to vote in elections of
directors;




(c)         during
any period of 12 consecutive months, individuals who at the beginning of such
12-month period constituted the Board (together with any new directors whose
election by the Board or whose nomination for election by the shareholders of
the Company was approved by a vote of a majority of the directors then still in
office who were either directors at the beginning of such period or whose
election or nomination for election was previously so approved) cease for any
reason to constitute a majority of the Board then in office; or




(d)         a
reorganization, merger or consolidation of the Company the consummation of which
results in the outstanding securities of the same class as the shares covered by
an outstanding Award being exchanged for or converted into cash, property and/or
a different kind of securities, unless, immediately after giving effect to such
transaction, at least 85% of the total voting power normally entitled to vote in
the election of directors, managers or trustees, as applicable, of the entity
surviving or resulting from such reorganization, merger or consolidation is
“beneficially owned” by persons who, immediately prior to the transaction,
beneficially owned 100% of the total voting power normally entitled to vote in
the election of directors of the Company.




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




2.10 “Committee” means the
Compensation and Nominating committee of the Board, or any other committee
designated by the Board to administer this Plan.  The members of the
Committee shall be appointed from time to time by and shall serve at the
discretion of the Board.




2.11 “Company” means ATC Technology
Corporation, a Delaware corporation, and any successor thereto as provided in
Article 20.




2.12 “Consolidated Operating
Earnings” means the consolidated earnings before income taxes of the
Company, computed in accordance with generally accepted accounting principles,
but shall exclude the effects of Extraordinary Items.




2.13 “Covered Employee” means a
Participant who is a “covered employee,” as defined in Code Section 162(m) and
the regulations promulgated under Code Section 162(m), or any successor
statute.




2.14 “Director” means any
individual who is a member of the Board of Directors of the
Company.




2.15 “Effective Date” has the
meaning set forth in Section 1.1.




2.16 “Employee” means any employee
of the Company, its Affiliates, and/or Subsidiaries.




2.17 “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time, or any successor
act thereto.




2.18 “Extraordinary Items” means
(a) extraordinary, unusual, and/or nonrecurring items of gain or loss; (b) gains
or losses on the disposition of a business; (c) changes in tax or accounting
regulations or laws; or (d) the effect of a merger or acquisition, all of which
must be identified in the audited financial statements, including footnotes, or
Management Discussion and Analysis section of the Company’s annual
report.




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2.19 “Fair Market Value” or “FMV”means a price that is
based on the opening, closing, actual, high, low, or average selling prices of a
Share on the Nasdaq National Market System or other established stock exchange
(or exchanges) or quotation system on the applicable date, the preceding trading
days, the next succeeding trading day, or an average of trading days, as
determined by the Committee in its discretion.  If the Committee makes
no such determination, then FMV as of any date shall be the closing price for a
Share reported for that date by the Nasdaq National Market System or other
established stock exchange (or exchanges) or quotation system.  Such
definition(s) of FMV shall be specified in each Award Agreement and may differ
depending on whether FMV is in reference to the grant, exercise, vesting,
settlement, or payout of an Award.  If, however, the required
accounting standards used to account for equity Awards granted to Participants
are substantially modified subsequent to the Effective Date of this Plan such
that fair value accounting for such Awards becomes required, the Committee shall
have the ability to determine an Award’s FMV based on the relevant facts and
circumstances.  If Shares are not traded on an established stock
exchange, FMV shall be determined by the Committee based on objective
criteria.




2.20 “Full Value Award”means an
Award other than in the form of an Option or SAR, and which is settled by the
issuance of Shares.




2.21 “Freestanding SAR” means an
SAR that is granted independently of any Options, as described in
Article 7.




2.22 “Grant Price”means the price
established at the time of grant of a SAR pursuant to Article 7, used to
determine whether there is any payment due upon exercise of the
SAR.




2.23 “Insider” shall mean an
individual who is, on the relevant date, an officer, Director, or more than
ten percent (10%) Beneficial Owner of any class of the Company’s equity
securities that is registered pursuant to Section 12 of the Exchange Act,
as determined by the Board in accordance with Section 16 of the Exchange
Act.




2.24 “Net Income”means the
consolidated net income before taxes for this Plan Year, as reported in the
Company’s annual report to shareholders or as otherwise reported to
shareholders.




2.25 “Nonemployee Director” has the
same meaning set forth in Rule 16b-3 promulgated under the Exchange Act, or any
successor definition adopted by the United States Securities and Exchange
Commission.




2.26 “Nonemployee Director Award”
means any Option, SAR, or Full Value Award granted, whether singly, in
combination, or in tandem, to a Participant who is a Nonemployee Director
pursuant to such applicable terms, conditions, and limitations as the Board or
Committee may establish in accordance with this Plan.




2.27 “Operating Cash Flow” means
cash flow from operating activities as defined in SFAS Number 95, Statement of
Cash Flows.




2.28 “Option” means a nonqualified
Stock Option, as described in Article 6.




2.29 “Option Price” means the price
at which a Share may be purchased by a Participant pursuant to an
Option.




2.30 “Other Stock-Based Award”means an equity-based or equity-related Award not otherwise described by
the terms of this Plan, granted pursuant to Article 10.




2.31 “Participant” means any
eligible person as set forth in Article 5 to whom an Award is
granted.




2.32 “Performance-Based
Compensation” means compensation under an Award that satisfies the
requirements of Section 162(m) of the Code for deductibility of remuneration
paid to Covered Employees.




2.33 “Performance Measures” means
measures as described in Article 11 on which the performance goals are based and
which are approved by the Company’s shareholders pursuant to this Plan in order
to qualify Awards as Performance-Based Compensation.




3


2.34 “Performance Period” means the
period of time during which the performance goals must be met in order to
determine the degree of payout and/or vesting with respect to an
Award.




2.35 “Performance Share” means an
Award granted to a Participant, as described in
Article 9.




2.36 “Performance Unit” means an
Award granted to a Participant, as described in Article 9.




2.37 “Period of Restriction” means
the period when Restricted Stock or Restricted Stock Units are subject to a
substantial risk of forfeiture (based on the passage of time, the achievement of
performance goals, or upon the occurrence of other events as determined by the
Committee, in its discretion), as provided in Article 8.




2.38 “Person”shall have the
meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in
Sections 13(d) and 14(d) thereof, including a “group” as defined in Section
13(d) thereof.




2.39 “Plan” means the ATC
Technology Corporation Amended and Restated 2006Stock Incentive
Plan.




2.40 “Plan Year”means the calendar
year.




2.41 “Restricted Stock” means an
Award granted to a Participant pursuant to Article 8.




2.42 “Restricted Stock Unit” means
an Award granted to a Participant pursuant to Article 8, except no Shares are
actually awarded to the Participant on the date of grant.




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




2.44 “Stock Appreciation Right” or
“SAR” means an Award,
designated as a SAR, pursuant to the terms of Article 7.




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




2.46 “Tandem SAR” means an SAR that
is granted in connection with a related Option pursuant to Article 7, the
exercise of which shall require forfeiture of the right to purchase a Share
under the related Option (and when a Share is purchased under the Option, the
Tandem SAR shall similarly be canceled).




2.47 “Third Party Service Provider”means any consultant, agent, advisor, or independent contractor who
renders services to the Company, a Subsidiary, or an Affiliate that (a) are not
in connection with the offer and sale of the Company’s securities in a capital
raising transaction, and (b) do not directly or indirectly promote or maintain a
market for the Company’s securities.




ARTICLE
3.  ADMINISTRATION




3.1           General.  The
Committee shall be responsible for administering this Plan, subject to this
Article 3 and the other provisions of this Plan.  The Committee may
employ attorneys, consultants, accountants, agents, and other persons, any of
whom may be an Employee, and the Committee, the Company, and its officers and
Directors shall be entitled to rely upon the advice, opinions, or valuations of
any such persons.  All actions taken and all interpretations and
determinations made by the Committee shall be final and binding upon the
Participants, the Company, and all other interested persons.




3.2           Authority of the
Committee.  The Committee shall have full and exclusive
discretionary power to interpret the terms and the intent of this Plan and any
Award Agreement or other agreement or document ancillary to or in connection
with this Plan, to determine eligibility for Awards and to adopt such rules,
regulations, forms, instruments, and guidelines for administering this Plan as
the Committee may deem necessary or proper; provided, however, that the Board,
in its sole discretion, may exercise any authority of the Committee under this
Plan, except in regard to Awards that are intended to qualify as
Performance-Based Compensation, in lieu of the Committee’s exercise
thereof.  Such authority shall include, but not be




4


limited
to, selecting Award recipients, establishing all Award terms and conditions,
including the terms and conditions set forth in Award Agreements, and, subject
to Article 18, adopting modifications and amendments to this Plan or any
Award Agreement, including without limitation, any that are necessary to comply
with the laws of the countries and other jurisdictions in which the Company, its
Affiliates, and/or its Subsidiaries operate.




3.3           Delegation.The
Committee may delegate to one or more of its members or to one or more officers
of the Company, and/or its Subsidiaries and Affiliates or to one or more agents
or advisors such administrative duties or powers as it may deem advisable, and
the Committee or any person to whom it has delegated duties or powers as
aforesaid may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under this
Plan.  The Committee may, by resolution, authorize one or more
officers of the Company to do one or both of the following on the same basis as
can the Committee: (a) designate Employees to be recipients of Awards; (b)
designate Third Party Service Providers to be recipients of Awards; and (c)
determine the size of any such Awards; provided, however, (i) the Committee
shall not delegate such responsibilities to any such officer for Awards granted
to an Employee that is considered an Insider; (ii) the resolution providing such
authorization sets forth the total number of Awards such officer(s) may grant;
and (iii) the officer(s) shall report periodically to the Committee regarding
the nature and scope of the Awards granted pursuant to the authority
delegated.




ARTICLE
4.  SHARES SUBJECT TO THIS PLAN AND MAXIMUM AWARDS




4.1           Number of Shares Available for
Awards.




(a)         Subject
to adjustment as provided in Section 4.4, the maximum number of Shares
available for issuance to Participants under this Plan (the “Share
Authorization”) shall be two million (2,000,000).




(b)         Of
the Shares reserved for issuance under Section 4.1(a), no more than [one million
five hundred thousand (1,500,000)] of the reserved Shares may be issued pursuant
to Full Value Awards.




(c)         Subject
to the limit set forth in Section 4.1(a) on the number of Shares that may be
issued in the aggregate under this Plan, the maximum number of shares that may
be issued to Nonemployee Directors shall be five hundred fifty thousand
(550,000) Shares, and no Nonemployee Director may receive more than fifty-five
thousand (55,000) Shares in any Plan Year.




4.2           Share Usage.Shares
covered by an Award shall only be counted as used to the extent they are
actually issued.  Any Shares related to Awards which terminate by
expiration, forfeiture, cancellation, or otherwise without the issuance of such
Shares, are settled in cash in lieu of Shares, or are exchanged with the
Committee’s permission, prior to the issuance of Shares, for Awards not
involving Shares, shall be available again for grant under this
Plan.  Moreover, if the Option Price of any Option granted under this
Plan or the tax withholding requirements with respect to any Award granted under
this Plan are satisfied by tendering Shares to the Company (by either actual
delivery or by attestation), or if an SAR is exercised, only the number of
Shares issued, net of the Shares tendered, if any, will be deemed delivered for
purposes of determining the maximum number of Shares available for delivery
under this Plan.  The maximum number of Shares available for issuance
under this Plan shall not be reduced to reflect any dividends or dividend
equivalents that are reinvested into additional Shares or credited as additional
Restricted Stock, Restricted Stock Units, Performance Shares, or Stock-Based
Awards.  The Shares available for issuance under this Plan may be
authorized and unissued Shares or treasury Shares.




4.3           Annual Award
Limits.Unless and until the Committee determines that an
Award to a Covered Employee shall not be designed to qualify as
Performance-Based Compensation, the following limits (each an “Annual Award
Limit” and collectively “Annual Award Limits”) shall apply to grants of such
Awards under this Plan:




(a)         Options: The maximum
aggregate number of Shares subject to Options granted in any one Plan Year to
any one Participant shall be three hundred thirty thousand
(330,000).




5


(b)         SARs:The maximum
number of Shares subject to Stock Appreciation Rights granted in any one Plan
Year to any one Participant shall be three hundred thirty thousand
(330,000).




(c)         Restricted Stock or Restricted Stock
Units:The maximum aggregate grant with respect to Awards of
Restricted Stock or Restricted Stock Units in any one Plan Year to any one
Participant shall be one hundred sixty-five thousand (165,000).




(d)         Performance Units or Performance
Shares:The maximum aggregate Award of Performance Units or
Performance Shares that a Participant may receive in any one Plan Year shall be
one hundred sixty-five thousand (165,000) Shares, or equal to the value of one
hundred sixty-five thousand (165,000) Shares determined as of the date of
vesting or payout, as applicable.




(e)         Cash-Based
Awards:The maximum aggregate amount awarded or credited with
respect to Cash-Based Awards to any one Participant in any one Plan Year may not
exceed the value of three million three hundred thousand dollars ($3,300,000) or
three hundred thirty thousand (330,000) Shares determined as of the date of
vesting or payout, as applicable.




(f)         Other Stock-Based
Awards:The maximum aggregate grant with respect to other
Stock-Based Awards pursuant to Section 10.2 in any one Plan Year to any one
Participant shall be one hundred sixty-five thousand (165,000).




4.4           Adjustments in Authorized
Shares.  In the event of any corporate event or transaction
(including, but not limited to, a change in the shares of the Company or the
capitalization of the Company) such as a merger, consolidation, reorganization,
recapitalization, separation, stock dividend, stock split, reverse stock split,
split up, spin-off, or other distribution of stock or property of the Company,
combination of Shares, exchange of Shares, dividend in kind, or other like
change in capital structure or distribution (other than normal cash dividends)
to shareholders of the Company, or any similar corporate event or transaction,
the Committee, in its sole discretion, in order to prevent dilution or
enlargement of Participants’ rights under this Plan, shall substitute or adjust,
as applicable, the number and kind of Shares that may be issued under this Plan
or under particular forms of Awards, the number and kind of Shares subject to
outstanding Awards, the Option Price or Grant Price applicable to outstanding
Awards, the Annual Award Limits, and other value determinations applicable to
outstanding Awards.




The
Committee, in its sole discretion, may also make appropriate adjustments in the
terms of any Awards under this Plan to reflect or related to such changes or
distributions and to modify any other terms of outstanding Awards, including
modifications of performance goals and changes in the length of Performance
Periods.  The determination of the Committee as to the foregoing
adjustments, if any, shall be conclusive and binding on Participants under this
Plan.




Subject
to the provisions of Article 18, without affecting the number of Shares
reserved or available hereunder, the Committee may authorize the issuance or
assumption of benefits under this Plan in connection with any merger,
consolidation, acquisition of property or stock, or reorganization upon such
terms and conditions as it may deem appropriate.




ARTICLE
5.  ELIGIBILITY AND PARTICIPATION




5.1           Eligibility.  Individuals
eligible to participate in this Plan include all Employees and
Directors.  Third Party Service Providers are also eligible to
participate in this Plan.




5.2           Actual
Participation.  Subject to the provisions of this Plan, the
Committee may, from time to time, select from all eligible individuals, those to
whom Awards shall be granted and shall determine, in its sole discretion, the
nature of, any and all terms permissible by law, and the amount of each
Award.




6


ARTICLE
6.  STOCK OPTIONS




6.1           Grant of
Options.  Subject to the terms and provisions of this Plan,
Options may be granted to Participants in such number, and upon such terms, and
at any time and from time to time as shall be determined by the Committee,
in its sole discretion; provided that incentive stock options (i.e., options
intended to meet the requirements of Code Section 422 or any successor
provision) may not be granted under this Plan.




6.2           Award
Agreement.  Each Option grant shall be evidenced by an Award
Agreement that shall specify the Option Price, the maximum duration of the
Option, the number of Shares to which the Option pertains, the conditions upon
which an Option shall become vested and exercisable, and such other provisions
as the Committee shall determine which are not inconsistent with the terms of
this Plan.




6.3           Option Price.The
Option Price for each grant of an Option under this Plan shall be as determined
by the Committee and shall be specified in the Award Agreement; provided,
however, the Option Price must be at least equal to one hundred percent (100%)
of the FMV of the Shares on the date of grant except in the case of an Option
that is granted in connection with a merger, stock exchange, or other
acquisition as a substitute or replacement award for options held by optionees
of the acquired entity, in which case the Option Price may be less than 100% of
FMV of the Shares on the date of grant.




6.4           Duration of
Options.  Each Option granted to a Participant shall expire at
such time as the Committee shall determine at the time of grant; provided,
however, no Option shall be exercisable later than the tenth (10th)
anniversary date of its grant.  Notwithstanding the foregoing,
for Options granted to Participants outside the United States, the Committee has
the authority to grant Options that have a term greater than ten (10)
years.




6.5           Exercise of
Options.  Options granted under this Article 6 shall be
exercisable at such times and be subject to such restrictions and conditions as
the Committee shall in each instance approve, which terms and restrictions need
not be the same for each grant or for each Participant.




6.6           Payment.  Options
granted under this Article 6 shall be exercised by the delivery of a notice of
exercise to the Company or an agent designated by the Company in a form
specified or accepted by the Committee, or by complying with any alternative
procedures which may be authorized by the Committee, setting forth the number of
Shares with respect to which the Option is to be exercised, accompanied by full
payment for the Shares.




A
condition of the issuance of the Shares as to which an Option shall be exercised
shall be the payment of the Option Price.  The Option Price of any
Option shall be payable to the Company in full either: (a) in cash or its
equivalent; (b) if the Committee so determines, by tendering (either by actual
delivery or attestation) previously acquired Shares having an aggregate Fair
Market Value at the time of exercise equal to the Option Price (provided that
except as otherwise determined by the Committee, the Shares that are tendered
must have been held by the Participant for at least six (6) months prior to
their tender to satisfy the Option Price or have been purchased on the open
market); (c) if the Committee so determines, by a combination of (a) and
(b); or (d) any other method approved or accepted by the Committee in its sole
discretion, including, without limitation, if the Committee so determines, a
cashless (broker-assisted) exercise.  If the Committee makes no
determination regarding payment of the Option Price, it will be payable only in
cash or its equivalent.




Subject
to any governing rules or regulations, as soon as practicable after receipt of
written notification of exercise and full payment (including satisfaction of any
applicable tax withholding), the Company shall deliver to the Participant
evidence of book entry Shares, or upon the Participant’s request, Share
certificates in an appropriate amount based upon the number of Shares purchased
under the Option(s).




Unless
otherwise determined by the Committee, all payments under all of the methods
indicated above shall be paid in United States dollars.




6.7           Restrictions on Share
Transferability.  The Committee may impose such restrictions on
any Shares acquired pursuant to the exercise of an Option granted under this
Article 6 as it may deem advisable, including, without limitation, minimum
holding period requirements, restrictions under applicable federal securities
laws, under the
requirements of any stock exchange or market upon which such Shares are then
listed and/or traded, or under any blue sky or state securities laws
applicable to such Shares.




7




6.8           Termination of
Employment.  Each Participant’s Award Agreement shall set forth
the extent to which the Participant shall have the right to exercise the Option
following termination of the Participant’s employment or provision of services
to the Company, its Affiliates, its Subsidiaries, as the case may
be.  Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with each
Participant, need not be uniform among all Options issued pursuant to this
Article 6, and may reflect distinctions based on the reasons for
termination.  If nothing is provided in the Award Agreement, then all
Options that are unvested at the time of termination of the Participant’s
employment or provision of services will terminate as of such time and all
Options that are then vested will expire thirty (30) days
thereafter.




6.9           Transferability of
Options.  Except as otherwise provided in a Participant’s Award
Agreement or otherwise at any time by the Committee, no Option granted under
this Article 6 may be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution; provided that the Board or Committee may permit further
transferability, on a general or a specific basis, and may impose conditions and
limitations on any permitted transferability.  Further, except as
otherwise provided in a Participant’s Award Agreement or otherwise at any time
by the Committee, or unless the Board or Committee decides to permit further
transferability, all Options granted to a Participant under this Article 6 shall
be exercisable during his or her lifetime only by such
Participant.  With respect to those Options, if any, that are
permitted to be transferred to another person, references in this Plan to
exercise or payment of the Option Price by the Participant shall be deemed to
include, as determined by the Committee, the Participant’s permitted
transferee.




ARTICLE
7.  STOCK APPRECIATION RIGHTS




7.1           Grant of
SARs.  Subject to the terms and conditions of this Plan, SARs
may be granted to Participants at any time and from time to time as shall be
determined by the Committee.  The Committee may grant Freestanding
SARs, Tandem SARs, or any combination of these forms of SARs.




Subject
to the terms and conditions of this Plan, the Committee shall have complete
discretion in determining the number of SARs granted to each Participant and,
consistent with the provisions of this Plan, in determining the terms and
conditions pertaining to such SARs.




The Grant
Price for each grant of a Freestanding SAR shall be determined by the Committee
and shall be specified in the Award Agreement; provided, however, the Grant
Price must be at least equal to one hundred percent (100%) of the FMV of the
Shares on the date of grant.  The Grant Price of Tandem SARs shall be
equal to the Option Price of the related Option.




7.2           SAR Agreement.  Each
SAR Award shall be evidenced by an Award Agreement that shall specify the grant
price, the term of the SAR, and such other provisions as the Committee shall
determine.




7.3           Term of SAR.  The
term of an SAR granted under this Plan shall be determined by the Committee, in
its sole discretion, and except as determined otherwise by the Committee and
specified in the SAR Award Agreement, no SAR shall be exercisable later than the
tenth (10th)
anniversary date of its grant.  Notwithstanding the foregoing, for
SARs granted to Participants outside the United States, the Committee has the
authority to grant SARs that have a term greater than ten (10)
years.




7.4           Exercise of Freestanding
SARs.  Freestanding SARs may be exercised upon whatever terms
and conditions the Committee, in its sole discretion, imposes.




7.5.           Exercise of Tandem
SARs.  Tandem SARs may be exercised for all or part of the
Shares subject to the related Option upon the surrender of the right to exercise
the equivalent portion of the related Option.  A Tandem SAR may be
exercised only with respect to the Shares for which its related Option is then
exercisable.




7.6           Payment of SAR
Amount.  Upon the exercise of an SAR, a Participant shall be
entitled to receive payment from the Company in an amount determined by
multiplying (a) the excess of the Fair Market Value of a Share on the date
of exercise over the Grant Price by (b) the number of Shares with respect
to which the SAR is exercised.  At the discretion of the




8


Committee,
the payment upon SAR exercise may be in cash, Shares, or any combination
thereof, or in any other manner approved by the Committee in its sole
discretion.  The Committee’s determination regarding the form of SAR
payout shall be set forth in the Award Agreement pertaining to the grant of the
SAR.




7.7           Termination of
Employment.  Each Award Agreement shall set forth the extent to
which the Participant shall have the right to exercise the SAR following
termination of the Participant’s employment with or provision of services to the
Company, its Affiliates, and/or its Subsidiaries, as the case may
be.  Such provisions shall be determined in the sole discretion of the
Committee, shall be included in the Award Agreement entered into with
Participants, need not be uniform among all SARs issued pursuant to this Plan,
and may reflect distinctions based on the reasons for termination.  If
nothing is provided in the Award Agreement, then all SARs that are unvested at
the time of termination of the Participant’s employment or provision of services
will terminate as of such time.




7.8           Nontransferability of
SARs.  Except as otherwise provided in a Participant’s Award
Agreement or otherwise at any time by the Committee, no SAR granted under this
Plan may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated, other than by will or by the laws of descent and
distribution.  Further, except as otherwise provided in a
Participant’s Award Agreement or otherwise at any time by the Committee, all
SARs granted to a Participant under this Plan shall be exercisable during his or
her lifetime only by such Participant.  With respect to those SARs, if
any, that are permitted to be transferred to another person, references in this
Plan to exercise of the SAR by the Participant or payment of any amount to the
Participant shall be deemed to include, as determined by the Committee, the
Participant’s permitted transferee.




7.9           Other
Restrictions.The Committee shall impose such other conditions
and/or restrictions on any Shares received upon exercise of a SAR granted
pursuant to this Plan as it may deem advisable or desirable.  These
restrictions may include, but shall not be limited to, a requirement that the
Participant hold the Shares received upon exercise of a SAR for a specified
period of time.




ARTICLE
8.  RESTRICTED STOCK AND RESTRICTED STOCK UNITS




8.1           Grant of Restricted Stock or
Restricted Stock Units.  Subject to the terms and provisions of
this Plan, the Committee, at any time and from time to time, may grant Shares of
Restricted Stock and/or Restricted Stock Units to Participants in such amounts
as the Committee shall determine.  Restricted Stock Units shall be
similar to Restricted Stock except that no Shares are actually awarded to the
Participant on the date of grant.




8.2           Restricted Stock or Restricted Stock
Unit Agreement.  Each Restricted Stock and/or Restricted Stock
Unit grant shall be evidenced by an Award Agreement that shall specify the
Period(s) of Restriction, the number of Shares of Restricted Stock or the number
of Restricted Stock Units granted, and such other provisions as the Committee
shall determine.




8.3           Transferability.  Except
as provided in this Plan or an Award Agreement, the Shares of Restricted Stock
and/or Restricted Stock Units granted herein may not be sold, transferred,
pledged, assigned, or otherwise alienated or hypothecated until the end of the
applicable Period of Restriction established by the Committee and specified in
the Award Agreement (and in the case of Restricted Stock Units until the date of
delivery or other payment), or upon earlier satisfaction of any other
conditions, as specified by the Committee, in its sole discretion, and set forth
in the Award Agreement or otherwise at any time by the Committee.  All
rights with respect to the Restricted Stock and/or Restricted Stock Units
granted to a Participant under this Plan shall be available during his or her
lifetime only to such Participant, except as otherwise provided in an Award
Agreement or at any time by the Committee.




8.4           Other
Restrictions.  The Committee shall impose such other conditions
and/or restrictions on any Shares of Restricted Stock or Restricted Stock Units
granted pursuant to this Plan as it may deem advisable including, without
limitation, a requirement that Participants pay a stipulated purchase price for
each Share of Restricted Stock or each Restricted Stock Unit, restrictions based
upon the achievement of specific performance goals, time-based restrictions on
vesting following the attainment of the performance goals, time-based
restrictions, and/or restrictions under applicable laws or under the
requirements of any stock exchange or market upon which such Shares are listed
or traded, or holding requirements or sale restrictions placed on the Shares by
the Company upon vesting of such Restricted Stock or Restricted Stock
Units.




9




Except
with respect to a maximum of five percent (5%) of the Shares authorized in
Section 4.1(a), any Awards of Restricted Stock or Restricted Stock Units which
vest on the basis of the Participant’s continued employment with or provision of
service to the Company shall not provide for vesting which is any more rapid
than annual pro rata vesting over a three (3) year period and any Awards of
Restricted Stock or Restricted Stock Units which vest upon the attainment of
performance goals shall provide for a performance period of at least twelve (12)
months.




To the
extent deemed appropriate by the Committee, the Company may retain the
certificates representing Shares of Restricted Stock in the Company’s possession
until such time as all conditions and/or restrictions applicable to such Shares
have been satisfied or lapse.




Except as
otherwise provided in this Article 8, Shares of Restricted Stock covered by each
Restricted Stock Award shall become freely transferable by the Participant after
all conditions and restrictions applicable to such Shares have been satisfied or
lapse (including satisfaction of any applicable tax withholding obligations),
and Restricted Stock Units shall be paid in cash, Shares, or a combination of
cash and Shares as the Committee, in its sole discretion shall
determine.




8.5           Certificate
Legend.  In addition to any legends placed on certificates
pursuant to Section 8.4, each certificate representing Shares of Restricted
Stock granted pursuant to this Plan may bear a legend such as the following or
as otherwise determined by the Committee in its sole discretion:




The sale
or transfer of Shares of stock represented by this certificate, whether
voluntary, involuntary, or by operation of law, is subject to certain
restrictions on transfer as set forth in the ATC Technology Corporation Amended
and Restated 2006Stock Incentive Plan,
and in the associated Award Agreement.  A copy of this Plan and such
Award Agreement may be obtained from ATC Technology Corporation.




8.6           Voting
Rights.  Unless otherwise determined by the Committee and set
forth in a Participant’s Award Agreement, to the extent permitted or required by
law, as determined by the Committee, Participants holding Shares of Restricted
Stock granted hereunder may be granted the right to exercise full voting rights
with respect to those Shares during the Period of Restriction.  A
Participant shall have no voting rights with respect to any Restricted Stock
Units granted hereunder.




8.7           Termination of
Employment.  Each Award Agreement shall set forth the extent to
which the Participant shall have the right to retain Restricted Stock and/or
Restricted Stock Units following termination of the Partici­pant’s
employment with or provision of services to the Company, its Affiliates, and/or
its Subsidiaries, as the case may be.  Such provisions shall be
determined in the sole discretion of the Committee, shall be included in the
Award Agreement entered into with each Participant, need not be uniform among
all Shares of Restricted Stock or Restricted Stock Units issued pursuant to this
Plan, and may reflect distinctions based on the reasons for
termination.  If nothing is provided in the Award Agreement, then all
Restricted Stock and Restricted Stock Units that are unvested at the time of
termination of the Participant’s employment or provision of services will
terminate as of such time.




8.8           Section 83(b)
Election.  The Committee may provide in an Award Agreement that
the Award of Restricted Stock is conditioned upon the Participant making or
refraining from making an election with respect to the Award under Section 83(b)
of the Code.  If a Participant makes an election pursuant to Section
83(b) of the Code concerning a Restricted Stock Award, the Participant shall be
required to file promptly a copy of such election with the Company.




ARTICLE
9.  PERFORMANCE UNITS/PERFORMANCE SHARES




9.1           Grant of Performance
Units/Performance Shares.  Subject to the terms and provisions
of this Plan, the Committee, at any time and from time to time, may grant
Performance Units and/or Performance Shares to Participants in such amounts and
upon such terms as the Committee shall determine.




10


9.2           Value of Performance
Units/Performance Shares.  Each Performance Unit shall
have an initial value that is established by the Committee at the time of
grant.  Each Performance Share shall have an initial value equal to
the Fair Market Value of a Share on the date of grant.  The Committee
shall set performance goals in its discretion which, depending on the extent to
which they are met, will determine the value and/or number of Performance
Units/Performance Shares that will be paid out to the Participant.




9.3           Earning of Performance
Units/Performance Shares.  Subject to the terms of
this Plan, after the applicable Performance Period has ended, the holder of
Performance Units/Performance Shares shall be entitled to receive payout on the
value and number of Performance Units/Performance Shares earned by the
Participant over the Performance Period, to be determined as a function of the
extent to which the corresponding performance goals have been
achieved.




9.4           Form and Timing of Payment of
Performance Units/Performance Shares.  Payment of earned
Performance Units/Performance Shares shall be as determined by the Committee and
as evidenced in the Award Agreement.  Subject to the terms
of this Plan, the Committee, in its sole discretion, may pay earned Performance
Units/Performance Shares in the form of cash or in Shares (or in a combination
thereof) equal to the value of the earned Performance Units/Performance Shares
at the close of the applicable Performance Period, or as soon as practicable
after the end of the Performance Period.  Any Shares may be granted
subject to any restrictions deemed appropriate by the Committee.  The
determination of the Committee with respect to the form of payout of such Awards
shall be set forth in the Award Agreement pertaining to the grant of the
Award.




9.5           Termination of
Employment.  Each Award Agreement shall set forth the extent to
which the Participant shall have the right to retain Performance Units and/or
Performance Shares following termination of the Participant’s employment with or
provision of services to the Company, its Affiliates, and/or its Subsidiaries,
as the case may be.  Such provisions shall be determined in the sole
discretion of the Committee, shall be included in the Award Agreement entered
into with each Participant, need not be uniform among all Awards of Performance
Units or Performance Shares issued pursuant to this Plan, and may reflect
distinctions based on the reasons for termination.




9.6           Nontransferability.  Except
as otherwise provided in a Participant’s Award Agreement or otherwise at any
time by the Committee, Performance Units/Performance Shares may not be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will or by the laws of descent and distribution.  Further,
except as otherwise provided in a Participant’s Award Agreement or otherwise at
any time by the Committee, a Participant’s rights under this Plan shall be
exercisable during his or her lifetime only by such Participant.




ARTICLE
10.  CASH-BASED AWARDS AND OTHER STOCK-BASED AWARDS




10.1           Grant of Cash-Based
Awards.  Subject to the terms and provisions of this Plan, the
Committee, at any time and from time to time, may grant Cash-Based Awards to
Participants in such amounts and upon such terms as the Committee may
determine.




10.2           Other Stock-Based
Awards.  The Committee may grant other types of equity-based or
equity-related Awards not otherwise described by the terms of this Plan
(including the grant or offer for sale of unrestricted Shares) in such amounts
and subject to such terms and conditions, as the Committee shall
determine.  Such Awards may involve the transfer of actual Shares to
Participants, or payment in cash or otherwise of amounts based on the value of
Shares and may include, without limitation, Awards designed to comply with or
take advantage of the applicable local laws of jurisdictions other than the
United States.  Any such Award will be subject to a minimum 12-month
vesting period, subject to Section 10.5 and Article 17.




10.3           Value of Cash-Based and Other
Stock-Based Awards.  Each Cash-Based Award shall specify a
payment amount or payment range as determined by the Committee.  Each
Other Stock-Based Award shall be expressed in terms of Shares or units based on
Shares, as determined by the Committee.  The Committee may establish
performance goals in its discretion.  If the Committee exercises its
discretion to establish performance goals, the number and/or value of Cash-Based
Awards or Other Stock-Based Awards that will be paid out to the Participant will
depend on the extent to which the performance goals are met.




11


10.4           Payment of Cash-Based Awards and
Other Stock-Based Awards.  Payment, if any, with respect to a
Cash-Based Award or an Other Stock-Based Award shall be made in accordance with
the terms of the Award, in cash or Shares as the Committee
determines.




10.5           Termination of
Employment.  The Committee shall determine the extent to which
the Participant shall have the right to receive Cash-Based Awards following
termination of the Participant’s employment with or provision of services to the
Company, its Affiliates, and/or its Subsidiaries, as the case may
be.  Such provisions shall be determined in the sole discretion of the
Committee, such provisions may be included in an agreement entered into with
each Participant, but need not be uniform among all Awards of Cash-Based Awards
issued pursuant to this Plan, and may reflect distinctions based on the reasons
for termination.  If the Committee makes no such determination, then
the Participant shall have no right to receive Cash-Based Awards that are paid
out after the time of termination of the Participant’s employment or provision
of services.




10.6           Nontransferability.  Except
as otherwise determined by the Committee, neither Cash-Based Awards nor Other
Stock-Based Awards may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated, other than by will or by the laws of descent and
distribution.  Further, except as otherwise provided by the Committee,
a Participant’s rights under this Plan, if exercisable, shall be exercisable
during his or her lifetime only by such Participant.  With respect to
those Cash-Based Awards or Other Stock-Based Awards, if any, that are permitted
to be transferred to another person, references in this Plan to exercise or
payment of such Awards by or to the Participant shall be deemed to include, as
determined by the Committee, the Participant’s permitted
transferee.




ARTICLE
11.  PERFORMANCE MEASURES




11.1           Performance
Measures.Unless and until the Committee proposes for
shareholder vote and the shareholders approve a change in the general
Performance Measures set forth in this Article 11, the performance goals upon
which the payment or vesting of an Award to a Covered Employee that is intended
to qualify as Performance-Based Compensation shall be limited to the following
Performance Measures:




(a)
            Net
      earnings or net income (before or after
taxes);


(b)
            Earnings
      per share;


(c)
            Net
      sales growth;


(d)
            Net
      operating profit;


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


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


(g)
            Earnings
      before or after taxes, interest, depreciation, and/or
      amortization;


(h)
            Gross
      or operating margins;


(i)
            Productivity
      ratios;


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


(k)
            Expense
      targets;


(l)
            Margins;


(m)
            Operating
      efficiency;


(n)
            Customer
      satisfaction;


(o)
            Working
      capital targets; and


(p)
            EVA®.





Any
Performance Measure(s) may be used to measure the performance of the Company,
Subsidiary, and/or Affiliate as a whole or any business unit of the Company,
Subsidiary, and/or Affiliate or any combination thereof, as the Committee may
deem appropriate, or any of the above Performance Measures as compared to the
performance of a group of comparator companies, or published or special index
that the Committee, in its sole discretion, deems appropriate, or the Company
may select Performance Measure (j) above as compared to various stock market
indices.  The Committee also has the authority to provide for
accelerated vesting of any Award based on the achievement of performance goals
pursuant to the Performance Measures specified in this Article 11.




11.2           Award
Agreement.Each Award Agreement for an Award to a Covered
Employee that is intended to qualify as Performance-Based Compensation shall
contain provisions regarding (a) the target and maximum amount payable to
the Covered Employee as an Award, (b) the Performance Measure and level of
achievement versus these criteria that shall




12


determine the
amount of such Award, (c) the term of the performance period as to which
performance shall be measured for determining the amount of the Award,
(d) the timing of any payment earned by virtue of performance,
(e) restrictions on the alienation or transfer of the Award prior to actual
payment, (f) forfeiture provisions and (g) such further terms and
conditions, in each case not inconsistent with this Plan, as may be determined
from time to time by the Committee.




11.3           Payment.The
Committee shall certify the extent to which any Performance Measure has been
satisfied, and the amount payable as a result thereof, prior to payment of any
Award to a Covered Employee that is intended to qualify as Performance-Based
Compensation. The
Committee shall determine the timing of payment of any Award and may provide for
or, subject to such terms and conditions as the Committee may specify, may
permit a Participant to elect for the payment of any such Award to be deferred
to a specified date or event.  An Award may be payable in Shares or in
cash.  Any such Award that is paid in cash shall not affect the number
of Shares otherwise available for issuance under this Plan.




11.4           Evaluation of
Performance.The Committee may provide in any such Award that
is intended to qualify as Performance-Based Compensation that any evaluation of
performance may include or exclude any of the following events that occurs
during a Performance Period: (a) asset write-downs, (b) litigation or
claim judgments or settlements, (c) the effect of changes in tax laws,
accounting principles, or other laws or provisions affecting reported results,
(d) any reorganization and restructuring programs, (e) extraordinary
nonrecurring items as described in Accounting Principles Board Opinion No. 30
and/or in management’s discussion and analysis of financial condition and
results of operations appearing in the Company’s annual report to shareholders
for the applicable year, (f) acquisitions or divestitures, and
(g) foreign exchange gains and losses.  To the extent such
inclusions or exclusions affect Awards to Covered Employees, they shall be
prescribed in a form that meets the requirements of Code Section 162(m) for
deductibility.




11.5           Adjustment of Performance-Based
Compensation.Awards that are designed to qualify as
Performance-Based Compensation, and that are held by Covered Employees, may not
be adjusted upward.  The Committee shall retain the discretion to
adjust such Awards downward, either on a formula or discretionary basis or any
combination, as the Committee determines.




11.6           Committee
Discretion.In the event that applicable tax and/or securities
laws change to permit Committee discretion to alter the governing Performance
Measures without obtaining shareholder approval of such changes, the Committee
shall have sole discretion to make such changes without obtaining shareholder
approval.  In addition, in the event that the Committee determines
that it is advisable to grant Awards that shall not qualify as Performance-Based
Compensation, the Committee may make such grants without satisfying the
requirements of Code Section 162(m) and may base vesting on Performance Measures
other than those set forth in Section 11.1.




ARTICLE
12.  NONEMPLOYEE DIRECTOR AWARDS




All
Awards to Nonemployee Directors shall be determined by the Board; provided,
however, that (a) the Option Price or the Grant Price must be equal to one
hundred percent (100%) of the FMV of the Shares on the date of grant,
(b) the vesting period for any Award may not be less than eleven (11)
months, subject to Article 17, and (c) if at any time a Nonemployee
Director ceases to be a director of the Company, then (i) his Options, SARs
and Restricted Stock that are unvested at such time shall expire at such time
and (ii) his Options that are vested at such time shall expire on the first
anniversary of such time.




ARTICLE
13.  DIVIDEND EQUIVALENTS




Any
Participant selected by the Committee may be granted dividend equivalents based
on the dividends declared on Shares that are subject to any Award, to be
credited as of dividend payment dates, during the period between the date the
Award is granted and the date the Award is exercised, vests or expires, as
determined by the Committee.  Such dividend equivalents shall be
converted to cash or additional Shares by such formula and at such time and
subject to such limitations as may be determined by the Committee.




13


ARTICLE
14.  BENEFICIARY DESIGNATION




Each
Participant under this Plan may, from time to time, name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom any
benefit under this Plan is to be paid in case of his or her death before he or
she receives any or all of such benefit.  Each such designation
shall revoke all prior designations by the same Participant, shall be in a
form prescribed by the Committee, and will be effective only when filed by the
Participant in writing with the Company during the Participant’s
lifetime.  In the absence of any such designation, benefits remaining
unpaid at the Participant’s death shall be paid to the Participant’s
estate.




ARTICLE
15.  DEFERRALS




The
Committee may permit or require a Participant to defer such Participant’s
receipt of the payment of cash or the delivery of Shares that would otherwise be
due to such Participant by virtue of the exercise of an SAR, the lapse or waiver
of restrictions with respect to Restricted Stock or Restricted Stock Units, or
the satisfaction of any requirements or performance goals with respect to
Performance Shares, Performance Units, Cash-Based Awards, and Covered Employee
Annual Incentive Award, Other Stock-Based Awards, or Cash-Based
Awards.  If any such deferral election is required or permitted, the
Committee shall, in its sole discretion, establish rules and procedures for such
payment deferrals.




ARTICLE
16.  RIGHTS OF PARTICIPANTS




16.1           Employment.  Nothing
in this Plan or an Award Agreement shall interfere with or limit in any way the
right of the Company, its Affiliates, and/or its Subsidiaries, to terminate any
Participant’s employment or service on the Board at any time or for any reason
not prohibited by law, nor confer upon any Participant any right to continue his
or her employment or service as a Director for any specified period of
time.




Neither
an Award nor any benefits arising under this Plan shall constitute an employment
contract with the Company, its Affiliates, and/or its Subsidiaries and,
accordingly, subject to Articles 3 and 18, this Plan and the benefits hereunder
may be terminated at any time in the sole and exclusive discretion of the
Committee without giving rise to any liability on the part of the Company, its
Affiliates, and/or its Subsidiaries.




16.2           Participation.  No
individual shall have the right to be selected to receive an Award under this
Plan, or, having been so selected, to be selected to receive a future
Award.




16.3           Rights as a
Shareholder.  Except as otherwise provided herein, a
Participant shall have none of the rights of a shareholder with respect to
Shares covered by any Award until the Participant becomes the record holder of
such Shares.




ARTICLE
17.  CHANGE OF CONTROL




Upon the
occurrence of a Change of Control, unless otherwise specifically prohibited
under applicable laws or by the rules and regulations of any governing
governmental agencies or national securities exchanges, or unless the Committee
shall determine otherwise in the Award Agreement, (a) any vesting provision
or other restriction on any outstanding Awards shall lapse and such Awards shall
be fully exercisable or payable, as the case may be, and (b) the target
payout opportunities attainable under all outstanding Awards of
performance-based Restricted Stock, performance-based Restricted Stock Units,
Performance Units, and Performance Shares, shall be deemed to have been fully
earned based on targeted performance being attained as of the effective date of
the Change of Control.




ARTICLE
18.  AMENDMENT, MODIFICATION, SUSPENSION, AND TERMINATION




18.1           Amendment, Modification, Suspension,
and Termination.  The Board may amend, alter, suspend or
discontinue this Plan at any time and the Committee may, to the extent permitted
by this Plan, amend any Award Agreement but, except as provided pursuant to
Section 18.2, no such amendment shall, without the approval of the shareholders
of the Company:




14


(a)
            increase
      the maximum number of Shares for which Awards may be granted under this
      Plan;




(b)
            reduce
      (i) the Option Price at which Options may be granted below the price
      provided for in Section 6.3 or Article 12 or (ii) the Grant
      Price at which SARs may be granted below the price provided for in
      Section 7.1 or Article 12;




(c)
            reduce
      the Option Price of outstanding Options or the Grant Price of outstanding
      SARs;




(d)
            extend
      the term of this Plan;




(e)
            change
      the class of persons eligible to be
  Participants;




(f)
            increase
      the individual maximum limits in Sections 4.1(c) or 4.3;
      and/or.




(g)
            make
      any other amendment where shareholder approval is required by applicable
      law or regulation or the rules of the exchange or quotation system on
      which the Shares are then traded or
listed.




18.2           Adjustment of Awards Upon the
Occurrence of Certain Unusual or Nonrecurring Events.  The
Committee may make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of unusual or nonrecurring events (including,
without limitation, the events described in Section 4.4) affecting the Company
or the financial statements of the Company or of changes in applicable laws,
regulations, or accounting principles, whenever the Committee determines that
such adjustments are appropriate in order to prevent unintended dilution or
enlargement of the benefits or potential benefits intended to be made available
under this Plan.  The determination of the Committee as to the
foregoing adjustments, if any, shall be conclusive and binding on Participants
under this Plan.




18.3           Awards Previously
Granted.  The Committee may to the extent permitted by this
Plan amend any outstanding Award Agreement but no amendment or alteration shall
be made that would impair the rights of a Participant, without such
Participant's consent, under any Award theretofore granted, provided that no
such consent shall be required if the Committee determines in its sole
discretion and prior to the date of any Change of Control that such amendment or
alteration either (a) is required or advisable in order for the Company,
this Plan or the Award to satisfy any law or regulation or to meet the
requirements of any accounting standard, or (b) is not reasonably likely to
significantly diminish the benefits provided under such Award, or that any such
diminishment has been adequately compensated.




ARTICLE
19.  WITHHOLDING




19.1           Tax
Withholding.  The Company shall have the power and the right to
deduct or withhold, or require a Participant to remit to the Company, the
minimum statutory amount to satisfy federal, state, and local taxes, domestic or
foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of this Plan.




19.2           Share
Withholding.  With respect to withholding required upon the
exercise of Options or SARs, upon the lapse of restrictions on Restricted Stock
and Restricted Stock Units, or upon the achievement of performance goals related
to Performance Shares, or any other taxable event arising as a result of an
Award granted hereunder, Participants may elect, subject to the approval of the
Committee, to satisfy the withholding requirement, in whole or in part, by
having the Company withhold Shares having a Fair Market Value on the date the
tax is to be determined equal to the minimum statutory total tax that could be
imposed on the transaction.  All such elections shall be irrevocable,
made in writing, and signed by the Participant, and shall be subject to any
restrictions or limitations that the Committee, in its sole discretion, deems
appropriate.




ARTICLE
20.  SUCCESSORS




All
obligations of the Company under this Plan with respect to Awards granted
hereunder shall be binding on any successor to the Company, whether the
existence of such successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all of the business
and/or assets of the Company.




15


ARTICLE
21.  GENERAL PROVISIONS




21.1           Forfeiture
Events.




(a)         The
Committee may specify in an Award Agreement that the Participant’s rights,
payments, and benefits with respect to an Award shall be subject to reduction,
cancellation, forfeiture, or recoupment upon the occurrence of certain specified
events, in addition to any otherwise applicable vesting or performance
conditions of an Award.  Such events may include, but shall not be
limited to, termination of employment for cause, termination of the
Participant’s provision of services to the Company, Affiliate, and/or
Subsidiary, violation of material Company, Affiliate, and/or Subsidiary
policies, breach of noncompetition, confidentiality, or other restrictive
covenants that may apply to the Participant, or other conduct by the Participant
that is detrimental to the business or reputation of the Company, its
Affiliates, and/or its Subsidiaries.




(b)         If
the Company is required to prepare an accounting restatement due to the material
noncompliance of the Company, as a result of misconduct, with any financial
reporting requirement under the securities laws, if the Participant knowingly or
grossly negligently engaged in the misconduct, or knowingly or grossly
negligently failed to prevent the misconduct, or if the Participant is one of
the persons subject to automatic forfeiture under Section 304 of the
Sarbanes-Oxley Act of 2002, the Participant shall reimburse the Company the
amount of any payment in settlement of an Award earned or accrued during the
twelve-month period following the first public issuance or filing with the
United States Securities and Exchange Commission (whichever just occurred) of
the financial document embodying such financial reporting
requirement.




21.2           Legend.  The
certificates for Shares may include any legend, which the Committee deems
appropriate to reflect any restrictions on transfer of such Shares.




21.3           Gender and
Number.  Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine, the plural shall
include the singular, and the singular shall include the plural.




21.4           Severability.  In
the event any provision of this Plan shall be held illegal or invalid for any
reason, the illegality or invalidity shall not affect the remaining parts of
this Plan, and this Plan shall be construed and enforced as if the illegal or
invalid provision had not been included.




21.5           Requirements of
Law.  The granting of Awards and the issuance of Shares under
this Plan shall be subject to all applicable laws, rules, and regulations, and
to such approvals by any governmental agencies or national securities exchanges
as may be required.




21.6           Delivery of
Title.  The Company shall have no obligation to issue or
deliver evidence of title for Shares issued under this Plan prior
to:




(a)
            Obtaining
      any approvals from governmental agencies that the Company determines are
      necessary or advisable; and




(b)
            Completion
      of any registration or other qualification of the Shares under any
      applicable national or foreign law or ruling of any governmental body that
      the Company determines to be necessary or
  advisable.




21.7           Inability to Obtain
Authority.  The inability of the Company to obtain authority
from any regulatory body having jurisdiction, which authority is deemed by the
Company’s counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not have
been obtained.




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21.8           Investment
Representations.  The Committee may require any person
receiving Shares pursuant to an Award under this Plan to represent and warrant
in writing that the person is acquiring the Shares for investment and without
any present intention to sell or distribute such Shares.




21.9           Employees Based Outside of the United
States.  Notwithstanding any provision of this Plan to the
contrary, in order to comply with the laws in other countries in which the
Company, its Affiliates, and/or its Subsidiaries operate or have Employees,
Directors, or Third Party Service Providers, the Committee, in its sole
discretion, shall have the power and authority to:




(a)
              Determine
      which Affiliates and Subsidiaries shall be covered by this
      Plan;





(b)
            Determine
      which Employees and/or Directors or Third Party Service Providers outside
      the United States are eligible to participate in this
  Plan;




(c)
            Modify
      the terms and conditions of any Award granted to Employees and/or
      Directors or Third Party Service Providers outside the United States to
      comply with applicable foreign
laws;




(d)
            Establish
      subplans and modify exercise procedures and other terms and procedures, to
      the extent such actions may be necessary or advisable.  Any
      subplans and modifications to Plan terms and procedures established under
      this Section 21.9 by the Committee shall be attached to this Plan
      document as appendices; and




(e)
            Take
      any action, before or after an Award is made, that it deems advisable to
      obtain approval or comply with any necessary local government regulatory
      exemptions or approvals.




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




21.10         Uncertificated
Shares.  To the extent that this Plan provides for issuance of
certificates to reflect the transfer of Shares, the transfer of such Shares may
be effected on a noncertificated basis, to the extent not prohibited by
applicable law or the rules of any stock exchange.




21.11         Unfunded
Plan.  Participants shall have no right, title, or interest
whatsoever in or to any investments that the Company, and/or its Subsidiaries,
and/or Affiliates may make to aid it in meeting its obligations under this
Plan.  Nothing contained in this Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and any Participant, beneficiary,
legal representative, or any other person.  To the extent that any
person acquires a right to receive payments from the Company, and/or its
Subsidiaries, and/or Affiliates under this Plan, such right shall be no greater
than the right of an unsecured general creditor of the Company, a Subsidiary, or
an Affiliate, as the case may be.  All payments to be made hereunder
shall be paid from the general funds of the Company, a Subsidiary, or an
Affiliate, as the case may be and no special or separate fund shall be
established and no segregation of assets shall be made to assure payment of such
amounts except as expressly set forth in this Plan.  This Plan is not
subject to ERISA.




21.12         No Fractional
Shares.  No fractional Shares shall be issued or delivered
pursuant to this Plan or any Award.  The Committee shall determine
whether cash, Awards, or other property shall be issued or paid in lieu of
fractional Shares or whether such fractional Shares or any rights thereto shall
be forfeited or otherwise eliminated.




21.13         Retirement and Welfare
Plans.  Neither Awards made under this Plan nor Shares or cash
paid pursuant to such Awards, except pursuant to Covered Employee Annual
Incentive Awards, will be included as “compensation” for purposes of computing
the benefits payable to any Participant under the Company’s or any Subsidiary’s
or Affiliate’s retirement plans (both qualified and non-qualified) or welfare
benefit plans unless such other plan expressly provides that such compensation
shall be taken into account in computing a participant’s benefit.




21.14         Nonexclusivity of this
Plan.  The adoption of this Plan shall not be construed as
creating any limitations on the power of the Board or Committee to adopt such
other compensation arrangements as it may deem desirable for any
Participant.




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21.15         No Constraint on Corporate
Action.Nothing in this Plan shall be construed to:
(a) limit, impair, or otherwise affect the Company’s or a Subsidiary’s or
an Affiliate’s right or power to make adjustments, reclassifi­cations,
reorganizations, or changes of its capital or business structure, or to merge or
consolidate, or dissolve, liquidate, sell, or transfer all or any part of its
business or assets; or, (b) limit the right or power of the Company or a
Subsidiary or an Affiliate to take any action which such entity deems to be
necessary or appropriate.




21.16         Governing Law.  This
Plan and each Award Agreement shall be governed by the laws of the State of
Delaware, excluding any conflicts or choice of law rule or principle that might
otherwise refer construction or interpretation of this Plan to the substantive
law of another jurisdiction.  Unless otherwise provided in the Award
Agreement, recipients of an Award under this Plan are deemed to submit to the
exclusive jurisdiction and venue of the federal or state courts of Delaware, to
resolve any and all issues that may arise out of or relate to this Plan or any
related Award Agreement.




21.17         Code Section
409A.  Anything under this Plan to the contrary
notwithstanding, to the extent applicable, it is intended that this Plan comply
with the provisions of Code Section 409A and the granting of Awards and the
Awards themselves shall be construed and applied in a manner consistent with
this intent.  Pursuant to this intent, any amount constituting a
“deferral of compensation” under Treasury Regulation Section 1.409A-1(b) that is
payable to a Participant upon a “separation from service” of the Participant
(within the meaning of Treasury Regulation Section 1.409A-1(h)) (other than due
to the Participant’s death), occurring while the Participant is a “specified
employee” of a publicly traded company (within the meaning of Treasury
Regulation Section 1.409A-1(i)), will not be paid until the earlier of (i) the
date that is six months and one day after such separation from service or (ii)
the date of the Participant’s death following such separation from
service.  If the payment of any Award that constitutes a “deferral of
compensation” is accelerated upon a Change of Control, such accelerated payment
shall only be paid if such Change of Control is also a “change in control event”
(as defined in Treasury Regulation §1.409A-3(i)(5)).  Any Award that
could be a “deferral of compensation” shall be delivered within 21⁄2 months after
the end of the applicable performance period or vesting date.


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