**Exhibit 10.3**

**AMENDED AND RESTATED 2002 LONG-TERM INCENTIVE PLAN**

**ARTICLE 1**

**PURPOSE**

1.1*GENERAL*. The purpose of the Scan*Source*, Inc. 2002 Long-Term Incentive Plan (the “Plan”) is to promote the success, and enhance the value, of Scan*Source*, Inc. (the “Company”), by linking the personal interestsof employees, officers, consultants and advisors of the Company or any Affiliate (as defined below) to those of Company shareholders and by providing such persons with an incentive for outstanding performance. The Plan is further intended to provideflexibility to the Company in its ability to motivate, attract, and retain the services of employees, officers, consultants and advisors upon whose judgment, interest, and special effort the successful conduct of the Company’s operation islargely dependent. Accordingly, the Plan permits the grant of incentive awards from time to time to selected employees, officers, consultants and advisors. 

**ARTICLE 2**

**EFFECTIVE DATE**

2.1 *EFFECTIVE DATE*. The Plan shall be effective as of the date it is approved by both the Board and the shareholders of theCompany. 

**ARTICLE 3**

**DEFINITIONS**

3.1 *DEFINITIONS*. When a word or phrase appears in this Plan with the initial lettercapitalized, and the word or phrase does not commence a sentence, the word or phrase shall generally be given the meaning ascribed to it in this Section or in Section 1.1 unless a clearly different meaning is required by the context. Thefollowing words and phrases shall have the following meanings: 

(a) “Affiliate” means (i) any Subsidiary orParent, or (ii) an entity that directly or through one or more intermediaries controls, is controlled by or is under common control with, the Company, as determined by the Committee. 

(b) “Award” means any Option, Stock Appreciation Right, Restricted Stock Award, Restricted Stock Unit Award, Deferred StockUnit Award, Performance Award, Dividend Equivalent Award, or Other Stock-Based Award, or any other right or interest relating to Stock or cash, granted to a Participant under the Plan. 

(c) “Award Certificate” means a written document, in such form as the Committeeprescribes from time to time, setting forth the terms and conditions of an Award. 

(d) “Board” means the Board ofDirectors of the Company. 

(e) “Cause” as a reason for a Participant’s termination of employment shall havethe meaning assigned such term in the employment agreement, if any, between such Participant and the Company or an affiliated company, provided, however that if there is no such employment agreement in which such term is defined, “Cause”shall mean any of the following acts by the Participant, as determined by the Board: gross neglect of duty, prolonged absence from duty without the consent of the Company, intentionally engaging in any activity that is in conflict with or adverse tothe business or other interests of the Company, or willful misconduct, misfeasance or malfeasance of duty which is reasonably determined to be detrimental to the Company. 

(f) “Change in Control” means and includes the occurrence of any one of the following events: 

(i) individuals who, on the Effective Date, constitute the Board of Directors of the Company (the “Incumbent Directors”) cease for any reason to constitute at least a majority of suchBoard, provided that any person becoming a director after the Effective Date and whose election or nomination for election was approved by a vote of at least a majority of the Incumbent Directors then on the Board shall be an Incumbent Director;provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to the election or removal of directors (“Election Contest”) or otheractual or threatened solicitation of proxies or consents by or on behalf of any “person” (such term for purposes of this definition being as defined in Section 3(a)(9) of the Exchange Act and as used in Section 13(d)(3) and14(d)(2) of the Exchange Act) other than the Board (“Proxy Contest”), including by reason of any agreement intended to avoid or settle any Election Contest or Proxy Contest, shall be deemed an Incumbent Director; or 

(ii) any person is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directlyor indirectly, of either (A) 35% or more of the then-outstanding shares of common stock of the Company (“Company Common Stock”) or (B) securities of the Company representing 35% or more of the combined voting power of theCompany’s then outstanding securities eligible to vote for the election of directors (the “Company Voting Securities”); provided, however, that for purposes of this subsection (ii), the following acquisitions shall not constitute aChange in Control: (w) an acquisition directly from the Company, (x) an acquisition by the Company or a Subsidiary of the Company, (y) an acquisition by any employee benefit plan (or related trust) sponsored or maintained by theCompany or any Subsidiary of the Company, or (z) an acquisition pursuant to a Non-Qualifying Transaction (as defined in subsection (iii) below); or 

 

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(iii) the consummation of a reorganization, merger, consolidation,statutory share exchange or similar form of corporate transaction involving the Company or a Subsidiary (a “Reorganization”), or the sale or other disposition of all or substantially all of the Company’s assets (a “Sale”) orthe acquisition of assets or stock of another corporation (an “Acquisition”), unless immediately following such Reorganization, Sale or Acquisition: (A) all or substantially all of the individuals and entities who were the beneficialowners, respectively, of the outstanding Company Common Stock and outstanding Company Voting Securities immediately prior to such Reorganization, Sale or Acquisition beneficially own, directly or indirectly, more than 55% of, respectively, the thenoutstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Reorganization, Sale orAcquisition (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets or stock either directly or through one or more subsidiaries, the“Surviving Corporation”) in substantially the same proportions as their ownership, immediately prior to such Reorganization, Sale or Acquisition, of the outstanding Company Common Stock and the outstanding Company Voting Securities, as thecase may be, and (B) no person (other than (x) the Company or any Subsidiary of the Company, (y) the Surviving Corporation or its ultimate parent corporation, or (z) any employee benefit plan (or related trust) sponsored ormaintained by any of the foregoing is the beneficial owner, directly or indirectly, of 35% or more of the total common stock or 35% or more of the total voting power of the outstanding voting securities eligible to elect directors of the SurvivingCorporation, and (C) at least a majority of the members of the board of directors of the Surviving Corporation were Incumbent Directors at the time of the Board’s approval of the execution of the initial agreement providing for suchReorganization, Sale or Acquisition (any Reorganization, Sale or Acquisition which satisfies all of the criteria specified in (A), (B) and (C) above shall be deemed to be a “Non-Qualifying Transaction”); or 

(iv) approval by the shareholders of the Company of a complete liquidation or dissolution of the Company. 

(g) “Code” means the Internal Revenue Code of 1986, as amended from time to time. For purposes of this Plan, references tosections of the Code shall be deemed to include references to any applicable regulations thereunder and any successor or similar provision. 

(h) “Committee” means the committee of the Board described in Article 4. 

(i)“Company” means Scan*Source*, Inc., a South Carolina corporation. 

(j) “Continuous Status as aParticipant” means the absence of any interruption or termination of service as an employee, officer, consultant or advisor of the Company, as applicable. Continuous Status as a Participant shall continue to the extent provided in 

 

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a written severance or employment agreement during any period for which severance compensation payments are made to an employee, officer, consultant oradvisor and shall not be considered interrupted in the case of any leave of absence authorized in writing by the Company prior to its commencement. 

(k) “Covered Employee” means a covered employee as defined in Code Section 162(m)(3). 

(l) “Deferred Stock Unit” means a right granted to a Participant under Article 9 to receive Shares of Stock (or the equivalent value in cash or other property if the Committee so provides) at a futuretime as determined by the Committee, or as determined by the Participant within guidelines established by the Committee in the case of voluntary deferral elections. 

(m) “Disability” or “Disabled” shall mean any illness or other physical or mental condition of a Participant that renders the Participant incapable of performing his customaryand usual duties for the Company, or any medically determinable illness or other physical or mental condition resulting from a bodily injury, disease or mental disorder which, in the judgment of the Committee, is permanent and continuous in nature.The Committee may require such medical or other evidence as it deems necessary to judge the nature and permanency of the Participant’s condition. Notwithstanding the above, with respect to an Incentive Stock Option, Disability shall meanPermanent and Total Disability as defined in Section 22(e)(3) of the Code. 

(n) “Dividend Equivalent” meansa right granted to a Participant under Article 11. 

(o) “Effective Date” has the meaning assigned such termin Section 2.1. 

(p) “Eligible Participant” means an employee, officer, consultant or advisor of the Companyor any Affiliate. 

(q) “Exchange” means the Nasdaq National Market or any national securities exchange on whichthe Stock may from time to time be listed or traded. 

(r) “Fair Market Value”, on any date, means (i) if theStock is listed on a securities exchange or is traded over the Nasdaq National Market, the closing sales price on such exchange or over such system on such date or, in the absence of reported sales on such date, the closing sales price on theimmediately preceding date on which sales were reported, or (ii) if the Stock is not listed on a securities exchange or traded over the Nasdaq National Market, the mean between the bid and offered prices as quoted by Nasdaq for such date,provided that if it is determined that the fair market value is not properly reflected by such Nasdaq quotations, Fair Market Value will be determined by such other method as the Committee determines in good faith to be reasonable and in compliancewith Code Section 409A. 

 

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(s) “Good Reason” has the meaning assigned such term in the employmentagreement, if any, between a Participant and the Company or an Affiliate, provided, however that if there is no such employment agreement in which such term is defined, and unless otherwise defined in the applicable Award Certificate, “GoodReason” shall mean any of the following acts by the Company or an Affiliate after the occurrence of a Change in Control, without the consent of the Participant (in each case, other than an isolated, insubstantial and inadvertent action nottaken in bad faith and which is remedied by the Company or the Affiliate promptly after receipt of notice thereof given by the Participant): (i) the assignment to the Participant of duties materially inconsistent with, or a material diminutionin, the Participant’s position, authority, duties or responsibilities as in effect on the date of the Change in Control, (ii) a material reduction by the Company or an Affiliate in the Participant’s base salary as in effect on thedate of the Change in Control, (iii) the Company or an Affiliate requiring the Participant, without his or her consent, to be based at any office or location more than 35 miles from the location at which the Participant was stationedimmediately prior to the Change in Control, or (iv) the material breach by the Company or an Affiliate of any employment agreement between the Participant and the Company or an Affiliate; provided that any event described in clauses(i) through (iv) above shall constitute Good Reason only if the Company fails to rescind or cure such event within 30 days after receipt from the Participant of written notice of the event which constitutes Good Reason; and provided,further, that Good Reason shall cease to exist for an event or condition described in clauses (i) through (iv) above on the 90th day following the later of its occurrence or the Participant’s knowledge thereof, unless the Participanthas given the Company written notice thereof prior to such date. 

(t) “Full Value Award” means an Award otherthan in the form of an Option or SAR, and which is settled by the issuance of Stock (or at the discretion of the Committee, settled in cash valued by reference to Stock value). 

(u) “Grant Date” means the date an Award is made by the Committee. 

(v) “Incentive Stock Option” means an Option that is intended to meet the requirements of Section 422 of the Code or any successor provision thereto. 

(w) “Non-Qualified Stock Option” means an Option that is not an Incentive Stock Option. 

(x) “Option” means a right granted to a Participant under Article 7 of the Plan to purchase Stock at a specified price during specified time periods. An Option may be either an Incentive Stock Option or aNon-Qualified Stock Option. 

(y) “Other Stock-Based Award” means a right, granted to a Participant under Article12, that relates to or is valued by reference to Stock or other Awards relating to Stock. 

(z) “Parent” means acorporation which owns or beneficially owns a majority of the outstanding voting stock or voting power of the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Parent shall have the meaning set forth inSection 424(e) of the Code. 

 

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(aa) “Participant” means a person who, as an employee, officer, consultant oradvisor of the Company or any Affiliate, has been granted an Award under the Plan; provided that in the case of the death of a Participant, the term “Participant” refers to a beneficiary designated pursuant to Section 13.5 or thelegal guardian or other legal representative acting in a fiduciary capacity on behalf of the Participant under applicable state law and court supervision. 

(bb) “Performance Award” means Performance Shares or Performance Units granted pursuant to Article 9. 

(cc) “Performance Share” means any right granted to a Participant under Article 9 to a unit to be valued by reference to a designated number of Shares to be paid upon achievement of such performance goals asthe Committee establishes with regard to such Performance Share. 

(dd) “Performance Unit” means a right grantedto a Participant under Article 9 to a cash award, or unit valued by reference to a designated amount of cash or property other than Shares, to be paid to the Participant upon achievement of such performance goals as the Committee establishes withregard to such Performance Unit. 

(ee) “Plan” means the Scan*Source*, Inc. Amended and Restated 2002Long-Term Incentive Plan, as amended from time to time. 

(ff) “Qualified Performance-Based Award” means(i) a Performance Award, Restricted Stock Award, Other Stock-Based Award or cash incentive award that is intended to qualify for the Section 162(m) Exemption and is made subject to performance goals based on Qualified Performance Criteriaas set forth in Section 13.11, or (ii) an Option or SAR having an exercise price equal to or greater than the Fair Market Value of the underlying Stock as of the Grant Date. 

(gg) “Qualified Performance Criteria” means one or more of the performance criteria listed in Section 13.11(b) upon whichperformance goals for certain Qualified Performance-Based Awards may be established by the Committee. 

(hh)“Restricted Stock Award” means Stock granted to a Participant under Article 10 that is subject to certain restrictions and to risk of forfeiture. 

(ii) “Restricted Stock Unit Award” means the right granted to a Participant under Article 9 to receive shares of Stock (or the equivalent value in cash or other property if theCommittee so provides) in the future, which right is subject to certain restrictions and to risk of forfeiture. 

(jj)“Retirement” means, (i) with respect to Awards granted on and after the Effective Date and prior to March 12, 2009, a Participant’s termination of employment with the Company or an Affiliate with the Committee’sapproval after attaining any normal or early retirement age specified in any pension, profit sharing or other retirement program sponsored by the Company, or, in the event of the inapplicability thereof with respect to the Participant in question,as determined by the Committee in its reasonable 

 

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judgment; and, (ii) with respect to Awards granted on and after March 12, 2009, a Participant’s voluntary termination of employment or servicewith the Company or an Affiliate with the Committee’s approval, in each case unless an Award Certificate provides otherwise. 

(kk) “Section 162(m) Exemption” means the exemption from the limitation on deductibility imposed by Section 162(m) of the Code that is set forth in Section 162(m)(4)(C) of the Code or any successor provision thereto.

(ll) “Shares” means shares of the Company’s Stock. If there has been an adjustment or substitution pursuantto Section 14.1, the term “Shares” shall also include any shares of stock or other securities that are substituted for Shares or into which Shares are adjusted pursuant to Section 14.1. 

(mm) “Stock” means the no par value common stock of the Company and such other securities of the Company as may be substitutedfor Stock pursuant to Article 14. 

(nn) “Stock Appreciation Right” or “SAR” means a right granted to aParticipant under Article 8 to receive a payment equal to the difference between the Fair Market Value of a Share as of the date of exercise of the SAR over the grant price of the SAR, all as determined pursuant to Article 8. 

(oo) “Subsidiary” means any corporation, limited liability company, partnership or other entity of which a majority of theoutstanding voting stock or voting power is beneficially owned directly or indirectly by the Company. Notwithstanding the above, with respect to an Incentive Stock Option, Subsidiary shall have the meaning set forth in Section 424(f) of theCode. 

(pp) “1933 Act” means the Securities Act of 1933, as amended from time to time. 

(qq) “1934 Act” means the Securities Exchange Act of 1934, as amended from time to time. 

**ARTICLE 4**

**ADMINISTRATION**

4.1 *COMMITTEE*. The Plan shall be administered by a Committee appointed by the Board (which Committee shallconsist of at least two directors) or, at the discretion of the Board from time to time, the Plan may be administered by the Board. It is intended that at least two of the directors appointed to serve on the Committee shall be “non-employeedirectors” (within the meaning of Rule 16b-3 promulgated under the 1934 Act) and “outside directors” (within the meaning of Code Section 162(m) and the regulations thereunder) and that any such members of the Committee who do notso qualify shall abstain from participating in any decision to make or administer Awards that are made to Eligible Participants who at the time of consideration for such Award are, or who are anticipated to be become, either (i) CoveredEmployees or (ii) persons subject to the 

 

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short-swing profit rules of Section 16 of the 1934 Act. However, the mere fact that a Committee member shall fail to qualify under either of theforegoing requirements or shall fail to abstain from such action shall not invalidate any Award made by the Committee which Award is otherwise validly made under the Plan. The members of the Committee shall be appointed by, and may be changed at anytime and from time to time in the discretion of, the Board. The Board may reserve to itself any or all of the authority and responsibility of the Committee under the Plan or may act as administrator of the Plan for any and all purposes. To theextent the Board has reserved any authority and responsibility or during any time that the Board is acting as administrator of the Plan, it shall have all the powers of the Committee hereunder, and any reference herein to the Committee (other thanin this Section 4.1) shall include the Board. To the extent any action of the Board under the Plan conflicts with actions taken by the Committee, the actions of the Board shall control. 

4.2 *ACTION AND INTERPRETATIONS BY THE COMMITTEE*. For purposes of administering the Plan, the Committee may from time to time adoptrules, regulations, guidelines and procedures for carrying out the provisions and purposes of the Plan and make such other determinations, not inconsistent with the Plan, as the Committee may deem appropriate. The Committee’s interpretation ofthe Plan, any Awards granted under the Plan, any Award Certificate and all decisions and determinations by the Committee with respect to the Plan are final, binding, and conclusive on all parties. Each member of the Committee is entitled to, in goodfaith, rely or act upon any report or other information furnished to that member by any officer or other employee of the Company or any Affiliate, the Company’s or an Affiliate’s independent certified public accountants, Company counsel orany executive compensation consultant or other professional retained by the Company to assist in the administration of the Plan. 

4.3 *AUTHORITY OF COMMITTEE*. Except as provided below, the Committee has the exclusive power, authority and discretion to: 

(a) Grant Awards; 

(b) Designate Participants; 

(c) Determine the type or types of Awards to be granted to each Participant; 

(d) Determine the number of Awards to be granted and the number of Shares or dollar amount to which an Award will relate; 

(e) Determine the terms and conditions of any Award granted under the Plan; 

(f) [Omitted]; 

(g) Determine whether, to what extent, and under what circumstances an Award may be settled in, or the exercise price of an Award may be paid in, cash, Stock, other Awards or other property, or an Award may be canceled, forfeited orsurrendered; 

 

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(h) Prescribe the form of each Award Certificate, which need not be identical for eachParticipant; 

(i) Decide all other matters that must be determined in connection with an Award; 

(j) Establish, adopt or revise any rules, regulations, guidelines or procedures as it may deem necessary or advisable to administer thePlan; 

(k) Make all other decisions and determinations that may be required under the Plan or as the Committee deemsnecessary or advisable to administer the Plan; 

(l) Amend the Plan or any Award Certificate as provided herein; and

(m) Adopt such modifications, procedures and subplans as may be necessary or desirable to comply with provisions of thelaws of non-U.S. jurisdictions in which the Company or any Affiliate may operate, in order to assure the viability of the benefits of Awards granted to participants located in such other jurisdictions and to meet the objectives of the Plan.

Notwithstanding the above, the Board or the Committee may expressly delegate to a special committee consisting of one ormore directors who are also officers of the Company some or all of the Committee’s authority under subsections (a) through (i) above, except that no delegation of its duties and responsibilities may be made to officers of the Companywith respect to Awards to Eligible Participants who are, or who are anticipated to become, either (i) Covered Employees or (ii) persons subject to the short-swing profit rules of Section 16 of the 1934 Act. The acts of such delegatesshall be treated hereunder as acts of the Committee and such delegates shall report to the Committee regarding the delegated duties and responsibilities. 

4.4 *AWARD CERTIFICATES*. Each Award shall be evidenced by an Award Certificate. Each Award Certificate shall include such provisions, not inconsistent with the Plan, as may be specified by the Committee.

**ARTICLE 5**

**SHARESSUBJECT TO THE PLAN**

5.1 *NUMBER OF SHARES*. Subject to adjustment as provided in Section 14.1, the aggregatenumber of Shares reserved and available for Awards or which may be used to provide a basis of measurement for or to determine the value of an Award (such as with a Stock Appreciation Right or Performance Award) shall be 2,800,000. 

5.2 *LAPSED AWARDS.*

(a) To the extent that an Award is canceled, terminates, expires is forfeited or lapses for any reason, any unissued or forfeited Shares subject to the Award will again be available for issuance pursuant to Awardsgranted under the Plan. 

 

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(b) Shares subject to Awards settled in cash will again be available for issuancepursuant to Awards granted under the Plan. 

(c) Shares withheld from an Award or delivered by a Participant to satisfyminimum tax withholding requirements will again be available for issuance pursuant to Awards granted under the Plan. 

(d)If the exercise price of an Option is satisfied by delivering Shares to the Company (by either actual delivery or attestation), only the number of Shares issued to the Participant in excess of the Shares tendered (by delivery or attestation) shallbe considered for purposes of determining the number of Shares remaining available for issuance delivery pursuant to Awards granted under the Plan. 

(e) To the extent that the full number of Shares subject to an Option or SAR is not issued upon exercise of the Option or SAR for any reason, including by reason of net-settlement of the Award, only the number ofShares issued and delivered upon exercise of the Option or SAR shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under the Plan. 

(f) To the extent that the full number of Shares subject to an Award other than an Option or SAR is not issued for any reason, includingby reason of failure to achieve maximum performance goals, only the number of Shares issued and delivered shall be considered for purposes of determining the number of Shares remaining available for issuance pursuant to Awards granted under thePlan. 

5.3 *STOCK DISTRIBUTED*. Any Stock distributed pursuant to an Award may consist, in whole or in part, ofauthorized and unissued Stock, treasury Stock or Stock purchased on the open market. 

5.4 *LIMITATION ON AWARDS*.Notwithstanding any provision in the Plan to the contrary (but subject to adjustment as provided in Section 14.1), the maximum number of Shares with respect to one or more Options and/or SARs that may be granted during any one calendar yearunder the Plan to any one Participant shall be 200,000. The maximum fair market value (measured as of the Grant Date) of any Awards other than Options and SARs that may be received by any one Participant (less any consideration paid by theParticipant for such Award) during any one calendar year under the Plan shall be $3,000,000. 

5.5 *MINIMUM VESTINGREQUIREMENTS*. Full-Value Awards granted under the Plan to an employee, officer or consultant shall either (i) be subject to a minimum vesting period of three years (which may include graduated vesting within such three-year period), or oneyear if the vesting is based on performance criteria other than continued service, or (ii) be granted solely in exchange for foregone cash compensation; provided, however, that the Committee may provide for or permit acceleration of vesting ofsuch Full Value Awards in the event of a Participant’s death, Disability, Retirement or other termination of service, or the occurrence of a Change in Control, in accordance with Article 13. Notwithstanding the foregoing, the Committee may, inits sole discretion but 

 

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only with respect to a maximum of 10% of the total number of Shares authorized for issuance under Section 5.1, (i) accelerate the vesting of Awardsfor any reason in accordance with the second sentence of Section 13.9, (ii) grant substitute Awards pursuant to Section 13.1, or grant awards as an inducement to join the Company or an Affiliate as a new employee to replace forfeitedawards from a former employer, without minimum vesting requirements, and (iii) grant Stock or Other Stock-Based Awards pursuant to Article 12 without minimum vesting requirements. 

**ARTICLE 6**

**ELIGIBILITY**

6.1 *GENERAL*. Awards may be granted only to Eligible Participants; except that Incentive Stock Options may not be granted toEligible Participants who are not employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. 

**ARTICLE 7**

**STOCK OPTIONS**

7.1 *GENERAL*. The Committee is authorized to grant Options to Participants on the following terms and conditions: 

(a) *Exercise Price*. The exercise price per Share under an Option shall be determined by the Committee, provided that the exercise price for any Option shall not be less than the FairMarket Value as of the Grant Date. 

(b) *Prohibition on Repricing*. Except as otherwise provided in Section 15.1,the exercise price of an Option may not be reduced, directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the shareholders of the Company. 

(c) *Time and Conditions of Exercise*. The Committee shall determine the time or times at which an Option may be exercised in wholeor in part, subject to Section 7.1(d). The Committee shall also determine the performance or other conditions, if any, that must be satisfied before all or part of an Option may be exercised or vested. Subject to Section 13.9, theCommittee may waive any exercise or vesting provisions at any time in whole or in part based upon factors as the Committee may determine in its sole discretion so that the Option becomes exercisable or vested at an earlier date. The Committee maypermit an arrangement whereby receipt of Stock upon exercise of an Option is delayed until a specified future date. 

(d)*Payment*. The Committee shall determine the methods by which the exercise price of an Option may be paid, the form of payment, including, without limitation, cash, Shares or other property (including “cashless exercise”arrangements), and the methods by which Shares shall be delivered or deemed to be delivered to Participants. 

 

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(e) *Exercise Term*. In no event may any Option be exercisable for more than tenyears from the Grant Date. 

(f) *No Deferral Feature*. No Option shall provide for any feature for the deferral ofcompensation other than the deferral of recognition of income until the exercise or disposition of the Option. 

7.2*Incentive Stock Options*. The terms of any Incentive Stock Options granted under the Plan must comply with the following additional rules: 

(a) *Lapse of Option*. An Incentive Stock Option shall lapse upon the earliest of the following circumstances; provided, however, that the Committee may, prior to the lapse of the Incentive Stock Option under thecircumstances described in subsections (3), (4), (5) and (6) below, provide in writing that the Option will extend until a later date, but if an Option is so extended and is exercised after the dates specified in subsections (3) and(4) below, it will automatically become a Non-Qualified Stock Option: 

(1) The expiration date setforth in the Award Certificate. 

(2) The tenth anniversary of the Grant Date. 

(3) Three months after termination of the Participant’s Continuous Status as a Participant for any reason other thanthe Participant’s Disability, death or termination for Cause. 

(4) One year after the termination ofthe Participant’s Continuous Status as a Participant by reason of the Participant’s Disability. 

(5) One year after the termination of the Participant’s death if the Participant dies while employed, or during the three-month period described in paragraph (3) or during the one-year period described in paragraph (4) andbefore the Option otherwise lapses. 

(6) The date of the termination of the Participant’s ContinuousStatus as a Participant if such termination is for Cause. 

Unless the exercisability of the Incentive Stock Option isaccelerated as provided in Article 13, if a Participant exercises an Option after termination of employment, the Option may be exercised only with respect to the Shares that were otherwise vested on the Participant’s termination of employment.Upon the Participant’s death, any exercisable Incentive Stock Options may be exercised by the Participant’s beneficiary, determined in accordance with Section 13.5. 

(b) *Individual Dollar Limitation*. The aggregate Fair Market Value (determined as of the Grant Date) of all Shares with respect towhich Incentive Stock Options are first exercisable by a Participant in any calendar year may not exceed $100,000.00. 

 

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(c) *Ten Percent Owners*. No Incentive Stock Option shall be granted to anyindividual who, at the Grant Date, owns stock possessing more than ten percent of the total combined voting power of all classes of stock of the Company or any Parent or Subsidiary unless the exercise price per share of such Option is at least 110%of the Fair Market Value per Share at the Grant Date and the Option expires no later than five years after the Grant Date. 

(d) *Expiration of Authority to Grant Incentive Stock Options*. No Incentive Stock Option may be granted pursuant to the Plan after the day immediately prior to the tenth anniversary of the Effective Date. 

(e) *Right to Exercise*. During a Participant’s lifetime, an Incentive Stock Option may be exercised only by the Participantor, in the case of the Participant’s Disability, by the Participant’s guardian or legal representative. 

(f)*Eligible Grantees*. The Committee may not grant an Incentive Stock Option to a person who is not at the Grant Date an employee of the Company or a Parent or Subsidiary. 

**ARTICLE 8**

**STOCK APPRECIATION RIGHTS**

8.1 *GRANT OF STOCK APPRECIATION RIGHTS*. The Committee is authorized to grant Stock Appreciation Rights to Participants on thefollowing terms and conditions: 

(a) *Right to Payment*. Upon the exercise of a Stock Appreciation Right, theParticipant to whom it is granted has the right to receive the excess, if any, of: 

(1) The Fair MarketValue of one Share on the date of exercise; over 

(2) The grant price of the Stock Appreciation Right asdetermined by the Committee, which shall not be less than the Fair Market Value of one Share on the Grant Date in the case of any Stock Appreciation Right related to an Incentive Stock Option. 

(b) *Prohibition on Repricing*. Except as otherwise provided in Section 15.1, the grant price of a SAR may not be reduced,directly or indirectly by cancellation and regrant or otherwise, without the prior approval of the shareholders of the Company. 

(c) *Exercise Term*. In no event may any SAR be exercisable for more than ten years from the Grant Date. 

(d)*No Deferral Feature*. No SAR shall provide for any feature for the deferral of compensation other than the deferral of recognition of income until the exercise or disposition of the SAR. 

 

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(e) *Other Terms*. All awards of Stock Appreciation Rights shall be evidenced by anAward Certificate. The terms, methods of exercise, methods of settlement, form of consideration payable in settlement, and any other terms and conditions of any Stock Appreciation Right shall be determined by the Committee at the time of the grantof the Award and shall be reflected in the Award Certificate. 

**ARTICLE 9**

**PERFORMANCE AWARDS**

9.1 *GRANT OF PERFORMANCE AWARDS*. TheCommittee is authorized to grant Performance Shares or Performance Units to Participants on such terms and conditions as may be selected by the Committee. The Committee shall have the complete discretion to determine the number of Performance Sharesor Performance Units granted to each Participant, subject to Section 5.4, and to designate the provisions of such Performance Awards as provided in Section 4.3. 

9.2 *PERFORMANCE GOALS*. The Committee may establish performance goals for Performance Awards which may be based on any one or more of the Qualified Performance Criteria listed inSection 13.11(b) or any other criteria selected by the Committee. Such performance goals may be described in terms of Company-wide objectives or in terms of objectives that relate to the performance of an Affiliate or a division, region,department or function within the Company or an Affiliate. If the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company or the manner in which the Company or an Affiliate conducts itsbusiness, or other events or circumstances render performance goals to be unsuitable, the Committee may modify such performance goals in whole or in part, as the Committee deems appropriate. If a Participant is promoted, demoted or transferred to adifferent business unit or function during a performance period, the Committee may determine that the performance goals or performance period are no longer appropriate and may (i) adjust, change or eliminate the performance goals or theapplicable performance period as it deems appropriate to make such goals and period comparable to the initial goals and period, or (ii) make a cash payment to the participant in amount determined by the Committee. The foregoing two sentencesshall not apply with respect to a Performance Award that is intended to be a Qualified Performance-Based Award. 

9.3*RIGHT TO PAYMENT*. The grant of a Performance Share to a Participant will entitle the Participant to receive at a specified later time a specified number of Shares, or the equivalent cash value, if the performance goals established by theCommittee are achieved and the other terms and conditions thereof are satisfied. The grant of a Performance Unit to a Participant will entitle the Participant to receive at a specified later time a specified dollar value in cash or property otherthan Shares, variable under conditions specified in the Award, if the performance goals in the Award are achieved and the other terms and conditions thereof are satisfied. The Committee shall set performance goals and other terms or conditions topayment of the Performance Awards in its discretion which, depending on the extent to which they are met, will determine the number and value of the Performance Award that will be paid to the Participant. 

 

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9.4 *OTHER TERMS*. Performance Awards may be payable in cash, Stock or otherproperty, and have such other terms and conditions as determined by the Committee and reflected in the Award Certificate. For purposes of determining the number of Shares to be used in payment of a Performance Award denominated in cash but payablein whole or in part in Shares or Restricted Stock, the number of Shares to be so paid will be determined by dividing the cash value of the Award to be so paid by the Fair Market Value of a Share on the date of determination of the amount of theAward by the Committee, or, if the Committee so directs, the date immediately preceding the date the Award is paid. 

**ARTICLE 10**

**RESTRICTED STOCK, RESTRICTED STOCK UNITS**

**AND DEFERRED STOCK UNITS**

10.1 *GRANT OF RESTRICTED STOCK, RESTRICTED STOCK UNITSAND DEFERRED STOCK UNITS*. The Committee is authorized to make Awards of Restricted Stock, Restricted Stock Units or Deferred Stock Units to Participants in such amounts and subject to such terms and conditions as may be selected by theCommittee. An Award of Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be evidenced by an Award Certificate setting forth the terms, conditions, and restrictions applicable to the Award. 

10.2 *ISSUANCE AND RESTRICTIONS*. Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be subject to suchrestrictions on transferability and other restrictions as the Committee may impose (including, without limitation, limitations on the right to vote Restricted Stock or the right to receive dividends on the Restricted Stock). These restrictions maylapse separately or in combination at such times, under such circumstances, in such installments, upon the satisfaction of performance goals or otherwise, as the Committee determines at the time of the grant of the Award or thereafter. Except asotherwise provided in an Award Certificate or any special Plan document governing an Award, the Participant shall have all of the rights of a shareholder with respect to the Restricted Stock, and the Participant shall have none of the rights of astockholder with respect to Restricted Stock Units or Deferred Stock Units until such time as Shares of Stock are paid in settlement of the Restricted Stock Units or Deferred Stock Units. Unless otherwise provided in the applicable AwardCertificate, Awards of Restricted Stock will be entitled to full dividend rights and any dividends paid thereon will be paid or distributed to the holder no later than the end of the calendar year in which the dividends are paid to shareholders or,if later, the 15th day of the third month following the date the dividends are paid to shareholders. 

10.3*FORFEITURE*. Except as otherwise determined by the Committee at the time of the grant of the Award or thereafter, upon termination of Continuous Status as a Participant during the applicable restriction period or upon failure to satisfy aperformance goal during the applicable restriction period, Restricted Stock or Restricted Stock Units that are at that time subject to restrictions shall be forfeited. 

 

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10.4 *DELIVERY OF RESTRICTED STOCK*. Shares of Restricted Stock shall be deliveredto the Participant at the time of grant either by book-entry registration or by delivering to the Participant, or a custodian or escrow agent (including, without limitation, the Company or one or more of its employees) designated by the Committee, astock certificate or certificates registered in the name of the Participant. If physical certificates representing shares of Restricted Stock are registered in the name of the Participant, such certificates must bear an appropriate legend referringto the terms, conditions, and restrictions applicable to such Restricted Stock. 

**ARTICLE 11**

**DIVIDEND EQUIVALENTS**

11.1 *GRANT OF DIVIDEND EQUIVALENTS*. The Committee is authorized to grant Dividend Equivalents to Participants, subject to such terms and conditions as may be selected by the Committee. Dividend Equivalents shall entitle theParticipant to receive payments equal to dividends with respect to all or a portion of the number of Shares subject to an Award, as determined by the Committee. The Committee may provide that Dividend Equivalents be paid or distributed when accruedor be deemed to have been reinvested in additional Shares, or otherwise reinvested. Unless otherwise provided in the applicable Award Certificate, Dividend Equivalents will be paid or distributed no later than the 15th day of the 3rd month followingthe later of (i) the calendar year in which the corresponding dividends were paid to shareholders, or (ii) the first calendar year in which the Participant’s right to such Dividends Equivalents is no longer subject to a substantialrisk of forfeiture. 

**ARTICLE 12**

**STOCK OR OTHER STOCK-BASED AWARDS**

12.1 *GRANT OF STOCK OR OTHER STOCK-BASED AWARDS*. The Committee isauthorized, subject to limitations under applicable law, to grant to Participants such other Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to Shares, as deemed by the Committee to beconsistent with the purposes of the Plan, including without limitation Shares awarded purely as a “bonus” and not subject to any restrictions or conditions, convertible or exchangeable debt securities, other rights convertible orexchangeable into Shares, and Awards valued by reference to book value of Shares or the value of securities of or the performance of specified Parents or Subsidiaries. The Committee shall determine the terms and conditions of such Awards.

 

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**ARTICLE 13**

**PROVISIONS APPLICABLE TO AWARDS**

13.1 *SUBSTITUTE AWARDS*. The Committee maygrant Awards under the Plan in substitution for stock and stock-based awards held by employees of another entity who become employees of the Company or an Affiliate as a result of a merger or consolidation of the former employing entity with theCompany or an Affiliate or the acquisition by the Company or an Affiliate of property or stock of the former employing corporation. The Committee may direct that the substitute awards be granted on such terms and conditions as the Committeeconsiders appropriate in the circumstances. 

13.2 *TERM OF AWARD*. The term of each Award shall be for the period asdetermined by the Committee, provided that in no event shall the term of any Incentive Stock Option or a Stock Appreciation Right granted in tandem with the Incentive Stock Option exceed a period of ten years from its Grant Date (or, ifSection 7.2(c) applies, five years from its Grant Date). 

13.3 *FORM OF PAYMENT FOR AWARDS*. Subject to the termsof the Plan and any applicable law or Award Certificate, payments or transfers to be made by the Company or an Affiliate on the grant or exercise of an Award may be made in such form as the Committee determines at or after the Grant Date, includingwithout limitation, cash, Stock, other Awards or other property, or any combination, and may be made in a single payment or transfer, in installments, or on a deferred basis, in each case determined in accordance with rules adopted by, and at thediscretion of, the Committee. 

13.4 *LIMITS ON TRANSFER*. No right or interest of a Participant in any unexercised orrestricted Award may be pledged, encumbered, or hypothecated to or in favor of any party other than the Company or an Affiliate, or shall be subject to any lien, obligation, or liability of such Participant to any other party other than the Companyor an Affiliate. No unexercised or restricted Award shall be assignable or transferable by a Participant other than by will or the laws of descent and distribution or, except in the case of an Incentive Stock Option, pursuant to a domestic relationsorder that would satisfy Section 414(p)(1)(A) of the Code if such Section applied to an Award under the Plan; provided, however, that the Committee may (but need not) permit other transfers where the Committee concludes that suchtransferability (i) does not result in accelerated taxation, (ii) does not cause any Option intended to be an Incentive Stock Option to fail to be described in Code Section 422(b) and (iii) is otherwise appropriate and desirable,taking into account any factors deemed relevant, including without limitation, state or federal tax or securities laws applicable to transferable Awards. 

13.5 *BENEFICIARIES*. Notwithstanding Section 13.4, a Participant may, in the manner determined by the Committee, designate a beneficiary to exercise the rights of the Participant and to receive anydistribution with respect to any Award upon the Participant’s death. A beneficiary, legal guardian, legal representative or other person claiming any rights under the Plan is subject to all terms and conditions of the Plan and any AwardCertificate applicable to the Participant, except to the extent the Plan and 

 

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Award Certificate otherwise provide, and to any additional restrictions deemed necessary or appropriate by the Committee. If no beneficiary has beendesignated or survives the Participant, payment shall be made to the Participant’s estate. Subject to the foregoing, a beneficiary designation may be changed or revoked by a Participant at any time provided the change or revocation is filedwith the Committee. 

13.6 *STOCK CERTIFICATES*. All Stock issuable under the Plan is subject to any stop-transferorders and other restrictions as the Committee deems necessary or advisable to comply with federal or state securities laws, rules and regulations and the rules of any national securities exchange or automated quotation system on which the Stock islisted, quoted, or traded. The Committee may place legends on any Stock certificate or issue instructions to the transfer agent to reference restrictions applicable to the Stock. 

13.7 *ACCELERATION UPON DEATH, DISABILITY OR RETIREMENT*. Notwithstanding any other provision in the Plan or any Participant’sAward Certificate to the contrary, upon the Participant’s death or Disability during his Continuous Status as a Participant, or upon the Participant’s Retirement, all of such Participant’s outstanding Options, Stock AppreciationRights, and other Awards in the nature of rights that may be exercised shall become fully exercisable and all restrictions on the Participant’s outstanding Awards shall lapse. Any Option or Stock Appreciation Rights Awards shall thereaftercontinue or lapse in accordance with the other provisions of the Plan and the Award Certificate. To the extent that this provision causes Incentive Stock Options to exceed the dollar limitation set forth in Section 7.2(b), the excess Optionsshall be deemed to be Non-Qualified Stock Options. 

13.8 *ACCELERATION UPON A CHANGE IN CONTROL*. Except as otherwiseprovided in the Award Certificate, all of a Participant’s outstanding Options and other Awards in the nature of rights that may be exercised shall become fully exercisable and all restrictions on the Participant’s outstanding Awards shalllapse if the Participant’s employment is terminated without Cause or the Participant resigns for Good Reason within 12 months after the effective date of a Change in Control. Any Option or Stock Appreciation Rights Awards shall thereaftercontinue or lapse in accordance with the other provisions of the Plan and the Award Certificate. 

13.9 *ACCELERATION FOROTHER REASONS*. Regardless of whether an event has occurred as described in Section 13.7 or 13.8 above, the Committee may in its sole discretion at any time determine that, upon the termination of service of a Participant for any reason, orthe occurrence of a Change in Control, all or a portion of such Participant’s Options and other Awards in the nature of rights that may be exercised shall become fully or partially exercisable, and/or that all or a part of the restrictions onall or a portion of the Participant’s outstanding Awards shall lapse, in each case, as of such date as the Committee may, in its sole discretion, declare. The Committee may in its sole discretion at any time accelerate the vesting of Awards forany other reason, unless the aggregate number of Shares with respect to which such acceleration occurs exceeds 5% of the total number of Shares authorized for issuance under Section 5.1 of the Plan. The Committee may discriminate amongParticipants and among Awards granted to a Participant in exercising its discretion pursuant to this Section 13.9. 

 

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13.10 *EFFECT OF ACCELERATION*. If an Award is accelerated under Section 13.8or Section 13.9, the Committee may, in its sole discretion, provide (i) that the Award will expire after a designated period of time after such acceleration to the extent not then exercised, (ii) that the Award will be settled in cashrather than Stock, (iii) that the Award will be assumed by another party to a transaction giving rise to the acceleration or otherwise be equitably converted or substituted in connection with such transaction, (iv) that the Award may besettled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as of a specified date associated with the transaction, over the exercise price of the Award, or (v) any combination of theforegoing. The Committee’s determination need not be uniform and may be different for different Participants whether or not such Participants are similarly situated. To the extent that such acceleration causes Incentive Stock Options to exceedthe dollar limitation set forth in Section 7.2(b), the excess Options shall be deemed to be Non-Qualified Stock Options. 

13.11 *QUALIFIED PERFORMANCE-BASED AWARDS*. 

(a) The provisions of the Plan are intended to ensure that allOptions and Stock Appreciation Rights granted hereunder to any Covered Employee qualify for the Section 162(m) Exemption. 

(b) When granting any Performance Award, Restricted Stock Award, Other Stock-Based Award (other than Options or SARs), or any cash incentive award, the Committee may designate such Award as a Qualified Performance-Based Award, based upon adetermination that the recipient is or may be a Covered Employee with respect to such Award, and the Committee wishes such Award to qualify for the Section 162(m) Exemption. If an Award is so designated, the Committee shall establishperformance goals for such Award within the time period prescribed by Section 162(m) of the Code based on one or more of the following Qualified Performance Criteria, which may be expressed in terms of Company-wide objectives or in terms ofobjectives that relate to the performance of an Affiliate or a division, region, department or function within the Company or an Affiliate: (1) earnings per share, (2) EBITDA (earnings before interest, taxes, depreciation andamortization), (3) EBIT (earnings before interest and taxes), (4) economic profit, (5) cash flow, (6) sales growth, (7) net profit before tax, (8) gross profit, (9) operating income or profit, (10) return onequity, (11) return on assets, (12) return on capital, (13) changes in working capital, or (14) shareholder return. 

(c) Each Qualified Performance-Based Award (other than an Option or SAR) shall be earned, vested and payable (as applicable) only upon the achievement of performance goals established by the Committee based upon oneor more of the Qualified Performance Criteria, together with the satisfaction of any other conditions, such as continued employment, as the Committee may determine to be appropriate; provided, however, that the Committee may provide, either inconnection with the grant thereof or by amendment thereafter, that achievement of such performance goals will be waived upon the death or Disability of the Participant, or upon termination of the Participant’s employment without Cause or forGood Reason within 12 months after the effective date of a Change in Control. 

 

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(d) Any payment of a Qualified Performance-Based Award granted with performance goalsshall be conditioned on the written certification of the Committee in each case that the performance goals and any other material conditions were satisfied. Except as specifically provided in subsection (c), no Qualified Performance-Based Award maybe amended, nor may the Committee exercise any discretionary authority it may otherwise have under the Plan with respect to a Qualified Performance-Based Award under the Plan, in any manner to waive the achievement of the applicable performance goalbased on Qualified Performance Criteria or to increase the amount payable pursuant thereto or the value thereof, or otherwise in a manner that would cause the Qualified Performance-Based Award to cease to qualify for the Section 162(m)Exemption. 

(e) Section 5.4 sets forth the maximum number of Shares or dollar value that may be granted in anyone-year period to a Participant in designated forms of Qualified Performance-Based Awards. 

13.12 *TERMINATION OFEMPLOYMENT*. Whether military, government or other service or other leave of absence shall constitute a termination of employment shall be determined in each case by the Committee at its discretion, and any determination by the Committee shall befinal and conclusive. A Participant’s Continuous Status as a Participant shall not be deemed to terminate (i) in a circumstance in which a Participant transfers from the Company to an Affiliate, transfers from an Affiliate to the Company,or transfers from one Affiliate to another Affiliate, or (ii) in the discretion of the Committee as specified at or prior to such occurrence, in the case of a spin-off, sale or disposition of the Participant’s employer from the Company orany Affiliate. To the extent that this provision causes Incentive Stock Options to extend beyond three months from the date a Participant is deemed to be an employee of the Company, a Parent or Subsidiary for purposes of Sections 424(e) and 424(f)of the Code, the Options held by such Participant shall be deemed to be Non-Qualified. 

**ARTICLE 14**

**CHANGES IN CAPITAL STRUCTURE**

14.1 *MANDATORY ADJUSTMENTS*. In the event of a nonreciprocal transaction between the Company and its stockholders that causes the per-share value of the Stock to change (including, without limitation, any stock dividend, stock split,spin-off, rights offering, or large nonrecurring cash dividend), the authorization limits under Section 5.1 and 5.4 shall be adjusted proportionately, and the Committee shall make such adjustments to the Plan and Awards as it deems necessary,in its sole discretion, to prevent dilution or enlargement of rights immediately resulting from such transaction. Action by the Committee may include: (i) adjustment of the number and kind of shares that may be delivered under the Plan;(ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the exercise price of outstanding 

 

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Awards or the measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other adjustments that the Committeedetermines to be equitable. Without limiting the foregoing, in the event of a subdivision of the outstanding Stock (stock-split), a declaration of a dividend payable in Shares, or a combination or consolidation of the outstanding Stock into a lessernumber of Shares, the authorization limits under Section 5.1 and 5.4 shall automatically be adjusted proportionately, and the Shares then subject to each Award shall automatically, without the necessity for any additional action by theCommittee, be adjusted proportionately without any change in the aggregate purchase price therefor. 

14.2 *DISCRETIONARYADJUSTMENTS*. Upon the occurrence or in anticipation of any corporate event or transaction involving the Company (including, without limitation, any merger, reorganization, recapitalization, combination or exchange of shares, or any transactiondescribed in Section 14.1), the Committee may, in its sole discretion, provide (i) that Awards will be settled in cash rather than Stock, (ii) that Awards will become immediately vested and exercisable and will expire after adesignated period of time to the extent not then exercised, (iii) that Awards will be assumed by another party to a transaction or otherwise be equitably converted or substituted in connection with such transaction, (iv) that outstandingAwards may be settled by payment in cash or cash equivalents equal to the excess of the Fair Market Value of the underlying Stock, as of a specified date associated with the transaction, over the exercise price of the Award, (v) thatperformance targets and performance periods for Performance Awards will be modified, consistent with Code Section 162(m) where applicable or (vi) any combination of the foregoing. The Committee’s determination need not be uniform andmay be different for different Participants whether or not such Participants are similarly situated. 

14.3 *GENERAL*.Any discretionary adjustments made pursuant to this Article 14 shall be subject to the provisions of Section 15.2. To the extent that any adjustments made pursuant to this Article 15 cause Incentive Stock Options to cease to qualify asIncentive Stock Options, such Options shall be deemed to be Non-Qualified Stock Options. 

**ARTICLE 15**

**AMENDMENT, MODIFICATION AND TERMINATION**

15.1 *AMENDMENT, MODIFICATION AND TERMINATION*. The Board or the Committee may, at any time and from time to time, amend, modify or terminate the Plan without shareholder approval; provided, however, that if anamendment to the Plan would, in the reasonable opinion of the Board or the Committee, either (i) materially increase the benefits accruing to Participants, (ii) materially increase the number of Shares issuable under the Plan,(iii) materially modify the requirements for eligibility, or (iv) otherwise constitute a material amendment requiring shareholder approval under applicable laws, policies or regulations, then such amendment shall be subject to shareholderapproval; and provided, further, that the Board or Committee may condition any other amendment or modification on the approval of shareholders of the Company 

 

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for any reason, including by reason of such approval being necessary or deemed advisable to (i) permit Awards made hereunder to be exempt from liabilityunder Section 16(b) of the 1934 Act, (ii) to comply with the listing or other requirements of an Exchange or (iii) to satisfy any other tax, securities or other applicable laws, policies or regulations. 

15.2 *AWARDS PREVIOUSLY GRANTED*. At any time and from time to time, the Committee may amend, modify or terminate any outstandingAward without approval of the Participant; provided, however: 

(a) Subject to the terms of the applicable AwardCertificate, such amendment, modification or termination shall not, without the Participant’s consent, reduce or diminish the value of such Award determined as if the Award had been exercised, vested, cashed in or otherwise settled on the dateof such amendment or termination (with the per-share value of an Option or Stock Appreciation Right for this purpose being calculated as the excess, if any, of the Fair Market Value as of the date of such amendment or termination over the exerciseor base price of such Award); 

(b) The original term of any Option may not be extended without the prior approval of theshareholders of the Company; 

(c) except as otherwise provided in Article 14, the exercise price of any Option may not bereduced, directly or indirectly, without the prior approval of the shareholders of the Company; and 

(d) No termination,amendment, or modification of the Plan shall adversely affect any Award previously granted under the Plan, without the written consent of the Participant affected thereby. 

**ARTICLE 16**

**GENERAL PROVISIONS**

16.1 *NO RIGHTS TO AWARDS; NON-UNIFORM DETERMINATIONS*. No Participant or any Eligible Participant shall have any claim to begranted any Award under the Plan. Neither the Company, its Affiliates nor the Committee is obligated to treat Participants or Eligible Participants uniformly, and determinations made under the Plan may be made by the Committee selectively amongEligible Participants who receive, or are eligible to receive, Awards (whether or not such Eligible Participants are similarly situated). 

16.2 *NO SHAREHOLDER RIGHTS*. No Award gives a Participant any of the rights of a shareholder of the Company unless and until Shares are in fact issued to such person in connection with such Award. 

16.3 *WITHHOLDING*. The Company or any Affiliate shall have the authority and the right to deduct or withhold, or require aParticipant to remit to the Company, an amount sufficient to satisfy federal, state, and local taxes (including the Participant’s 

 

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FICA obligation) required by law to be withheld with respect to any exercise, lapse of restriction or other taxable event arising as a result of the Plan.With respect to withholding required upon any taxable event under the Plan, the Committee may, at the time the Award is granted or thereafter, require or permit that any such withholding requirement be satisfied, in whole or in part, by withholdingfrom the Award Shares having a Fair Market Value on the date of withholding equal to the minimum amount (and not any greater amount) required to be withheld for tax purposes, all in accordance with such procedures as the Committee establishes.

16.4 *NO RIGHT TO CONTINUED SERVICE*. Nothing in the Plan, any Award Certificate or any other document or statementmade with respect to the Plan, shall interfere with or limit in any way the right of the Company or any Affiliate to terminate any Participant’s employment or status as an officer, consultant or advisor at any time, nor confer upon anyParticipant any right to continue as an employee, officer, consultant or advisor of the Company or any Affiliate, whether for the duration of a Participant’s Award or otherwise. 

16.5 *UNFUNDED STATUS OF AWARDS*. The Plan is intended to be an “unfunded” plan for incentive and deferred compensation.With respect to any payments not yet made to a Participant pursuant to an Award, nothing contained in the Plan or any Award Certificate shall give the Participant any rights that are greater than those of a general creditor of the Company or anyAffiliate. 

16.6 *INDEMNIFICATION*. To the extent allowable under applicable law, each member of the Committee shallbe indemnified and held harmless by the Company from any loss, cost, liability, or expense that may be imposed upon or reasonably incurred by such member in connection with or resulting from any claim, action, suit, or proceeding to which suchmember may be a party or in which he may be involved by reason of any action or failure to act under the Plan and against and from any and all amounts paid by such member in satisfaction of judgment in such action, suit, or proceeding against himprovided he gives the Company an opportunity, at its own expense, to handle and defend the same before he undertakes to handle and defend it on his own behalf. The foregoing right of indemnification shall not be exclusive of any other rights ofindemnification to which such persons may be entitled under the Company’s Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or any power that the Company may have to indemnify them or hold them harmless. 

16.7 *RELATIONSHIP TO OTHER BENEFITS*. No payment under the Plan shall be taken into account in determining any benefits under anypension, retirement, savings, profit sharing, group insurance, welfare or benefit plan of the Company or any Affiliate unless provided otherwise in such other plan. 

16.8 *EXPENSES*. The expenses of administering the Plan shall be borne by the Company and its Affiliates. 

 

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16.9 *TITLES AND HEADINGS*. The titles and headings of the Sections in the Plan arefor convenience of reference only, and in the event of any conflict, the text of the Plan, rather than such titles or headings, shall control. 

16.10 *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 theplural. 

16.11 *FRACTIONAL SHARES*. No fractional Shares shall be issued and the Committee shall determine, in itsdiscretion, whether cash shall be given in lieu of fractional Shares or whether such fractional Shares shall be eliminated by rounding up. 

16.12 *GOVERNMENT AND OTHER REGULATIONS*. 

(a) Notwithstanding any other provision ofthe Plan, no Participant who acquires Shares pursuant to the Plan may, during any period of time that such Participant is an affiliate of the Company (within the meaning of the rules and regulations of the Securities and Exchange Commission underthe 1933 Act), sell such Shares, unless such offer and sale is made (i) pursuant to an effective registration statement under the 1933 Act, which is current and includes the Shares to be sold, or (ii) pursuant to an appropriate exemptionfrom the registration requirement of the 1933 Act, such as that set forth in Rule 144 promulgated under the 1933 Act. 

(b)Notwithstanding any other provision of the Plan, if at any time the Committee shall determine that the registration, listing or qualification of the Shares covered by an Award upon any Exchange or under any foreign, federal, state or local law orpractice, or the consent or approval of any governmental regulatory body, is necessary or desirable as a condition of, or in connection with, the granting of such Award or the purchase or receipt of Shares thereunder, no Shares may be purchased,delivered or received pursuant to such Award unless and until such registration, listing, qualification, consent or approval shall have been effected or obtained free of any condition not acceptable to the Committee. Any Participant receiving orpurchasing Shares pursuant to an Award shall make such representations and agreements and furnish such information as the Committee may request to assure compliance with the foregoing or any other applicable legal requirements. The Company shall notbe required to issue or deliver any certificate or certificates for Shares under the Plan prior to the Committee’s determination that all related requirements have been fulfilled. The Company shall in no event be obligated to register anysecurities pursuant to the 1933 Act or applicable state or foreign law or to take any other action in order to cause the issuance and delivery of such certificates to comply with any such law, regulation or requirement. 

16.13 *GOVERNING LAW*. To the extent not governed by federal law, the Plan and all Award Certificates shall be construed inaccordance with and governed by the laws of the State of South Carolina. 

 

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16.14 *ADDITIONAL PROVISIONS*. Each Award Certificate may contain such other termsand conditions as the Committee may determine; provided that such other terms and conditions are not inconsistent with the provisions of the Plan. 

16.15 *NO LIMITATIONS ON RIGHTS OF COMPANY*. The grant of any Award shall not in any way affect the right or power of the Company to make adjustments, reclassification or changes in its capital or businessstructure or to merge, consolidate, dissolve, liquidate, sell or transfer all or any part of its business or assets. The Plan shall not restrict the authority of the Company, for proper corporate purposes, to draft or assume Awards, other than underthe Plan, to or with respect to any person. If the Committee so directs, the Company may issue or transfer Shares to an Affiliate, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Affiliatewill transfer such Shares to a Participant in accordance with the terms of an Award granted to such Participant and specified by the Committee pursuant to the provisions of the Plan. 

16.16 *SPECIAL PROVISIONS RELATED TO SECTION 409A OF THE CODE*. 

(a) Notwithstanding anything in the Plan or in any Award Certificate to the contrary, to the extent that any amount or benefit that wouldconstitute non-exempt “deferred compensation” for purposes of the Code would otherwise be payable or distributable under the Plan or any Award Certificate by reason of the occurrence of a Change in Control, or Participant’s Disabilityor separation from service, such amount or benefit will not be payable or distributable to Participant by reason of such circumstance unless (i) the circumstances giving rise to such Change in Control, Disability or separation from service meetany description or definition of “change in control event,” “disability” or “separation from service”, as the case may be, in Section 409A of the Code and applicable regulations (without giving effect to anyelective provisions that may be available under such definition), or (ii) the payment or distribution of such amount or benefit would be exempt from the application of Section 409A of the Code by reason of the short-term deferral exemptionor otherwise. This provision does not prohibit the *vesting* of any amount upon a Change in Control, Disability or separation from service, however defined. If this provision prevents the payment or distribution of any amount or benefit, suchpayment or distribution shall be made on the date, if any, on which an event occurs that constitutes a Section 409A-compliant “change in control event” “disability” or “separation from service” as the case may be.

(b) If any one or more Awards granted under the Plan to a Participant could qualify for any separation pay exemptiondescribed in Treas. Reg. Section 1.409A-1(b)(9), but such Awards in the aggregate exceed the dollar limit permitted for the separation pay exemptions, the Company (acting through the Committee or the Head of Human Resources) shall determinewhich Awards or portions thereof will be subject to such exemptions. 

(c) Notwithstanding anything in the Plan or in anyAward Certificate to the contrary, if any amount or benefit that would constitute non-exempt “deferred compensation” for purposes of Section 409A of the Code would otherwise be payable or 

 

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distributable under the Plan or any Award Certificate by reason of the Participant’s separation from service during a period in which he is a SpecifiedEmployee (as defined below), then, subject to any permissible acceleration of payment by the Company under Treas. Reg. Section 1.409A-3(j)(4)(ii) (domestic relations order), (j)(4)(iii) (conflicts of interest), or (j)(4)(vi) (payment ofemployment taxes): 

(i) if the payment or distribution is payable in a lump sum, Participant’s right toreceive payment or distribution of such non-exempt deferred compensation will be delayed until the earlier of Participant’s death or the first day of the seventh month following Participant’s separation from service; and 

(ii) if the payment or distribution is payable over time, the amount of such non-exempt deferred compensation that wouldotherwise be payable during the six-month period immediately following Participant’s separation from service will be accumulated and Participant’s right to receive payment or distribution of such accumulated amount will be delayed untilthe earlier of Participant’s death or the first day of the seventh month following Participant’s separation from service, whereupon the accumulated amount will be paid or distributed to Participant and the normal payment or distributionschedule for any remaining payments or distributions will resume. 

For purposes of this Plan, the term “SpecifiedEmployee” has the meaning given such term in Code Section 409A and the final regulations thereunder (“Final 409A Regulations”), *provided, however*, that, as permitted in the Final 409A Regulations, the Company’sSpecified Employees and its application of the six-month delay rule of Code Section 409A(a)(2)(B)(i) shall be determined in accordance with rules adopted by the Board of Directors or a committee thereof, which shall be applied consistently withrespect to all nonqualified deferred compensation arrangements of the Company, including this Plan. 

(d) EligibleParticipants who are service providers to an Affiliate may be granted Options or SARs under this Plan only if the Affiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of §1.409A-1(b)(5)(iii)(E) ofthe final regulations under Code Section 409A. 

The foregoing is hereby acknowledged as being the Scan*Source*,Inc. 2002 Long-Term Incentive Plan as adopted by the Company’s shareholders on December 5, 2002, as amended by the Company’s shareholders on December 1, 2005 and December 6, 2007, and as further amended by the Company’sboard of directors on December 6, 2007 and on March 12, 2009. 

 

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