Exhibit 4.5































DONALDSON COMPANY, INC.


2010 MASTER STOCK INCENTIVE PLAN





























Table of Contents


	
  

 	
  

 	
  

 	
  

 
	
 Section 1.

 	
 Purpose

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 2.

 	
 Definitions

 	
  

 	
 1

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 3.

 	
 Administration

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
 Power and Authority of the Committee

 	
  

 	
 4

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 Delegation

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
 Power and Authority of the Board of Directors

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 4.

 	
 Shares
 Available for Awards

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
 Shares Available

 	
  

 	
 5

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 Accounting for Awards

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
 Adjustments

 	
  

 	
 6

 
	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
 Award Limitations Under the Plan

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 5.

 	
 Eligibility

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 6.

 	
 Awards

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
 Options

 	
  

 	
 7

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 Stock Appreciation Rights

 	
  

 	
 9

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
 Restricted Stock and Restricted Stock Units

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
 Performance Awards

 	
  

 	
 10

 
	
  

 	
  

 	
  

 	
  

 
	
 (e)

 	
 Dividend Equivalents

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 
	
 (f)

 	
 Stock Awards

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 
	
 (g)

 	
 Other Stock-Based Awards

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 
	
 (h)

 	
 General

 	
  

 	
 12

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 7.

 	
 Amendment and
 Termination; Corrections

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
 Amendments to the Plan

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 Amendments to Awards

 	
  

 	
 15

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
 Correction of Defects, Omissions and Inconsistencies

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 8.

 	
 Income Tax
 Withholding

 	
  

 	
 16

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 9.

 	
 General
 Provisions

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 
	
 (a)

 	
 No Rights to Awards

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 
	
 (b)

 	
 Award Agreements

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 
	
 (c)

 	
 Plan Provisions Control

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 
	
 (d)

 	
 No Rights of Stockholders

 	
  

 	
 17

 


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 (e)

 	
 No Limit on Other Compensation Arrangements

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 
	
 (f)

 	
 No Right to Employment or Directorship

 	
  

 	
 17

 
	
  

 	
  

 	
  

 	
  

 
	
 (g)

 	
 Governing Law

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 (h)

 	
 Severability

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 (i)

 	
 No Trust or Fund Created

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 (j)

 	
 Other Benefits

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 (k)

 	
 No Fractional Shares

 	
  

 	
 18

 
	
  

 	
  

 	
  

 	
  

 
	
 (l)

 	
 Headings

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 
	
  (m)

 	
 Forfeiture

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 10.

 	
 Effective Date of the Plan

 	
  

 	
 19

 
	
  

 	
  

 	
  

 	
  

 
	
 Section 11.

 	
 Term of the Plan

 	
  

 	
 19

 


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DONALDSON COMPANY, INC. 

2010 MASTER STOCK INCENTIVE PLAN


Section
1.          Purpose 


             The
purpose of the Plan is to promote the interests of the Company and its
stockholders by aiding the Company in attracting and retaining employees,
officers, consultants, independent contractors and non-employee Directors
capable of assuring the future success of the Company, to offer such persons
incentives to put forth maximum efforts for the success of the Company’s
business and to afford such persons an opportunity to acquire an ownership
interest in the Company, thereby aligning the interests of such persons with
the Company’s stockholders. 


Section
2.         Definitions 


             As
used in the Plan, the following terms shall have the meanings set forth below: 


             (a)     
  “Affiliate” shall mean (i) any entity that,
directly or indirectly through one or more intermediaries, is controlled by the
Company and (ii) any entity in which the Company has a significant equity interest,
in each case as determined by the Committee. 


            
(b)        “Award” shall mean any Option, Stock
Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award,
Dividend Equivalent, Stock Award or Other Stock-Based Award granted under the
Plan. 


            (c)        “Award Agreement” shall mean any written
agreement, contract or other instrument or document evidencing an Award granted
under the Plan (including a document in an electronic medium) executed in
accordance with the requirements of Section 9(b). 


            (d)        “Board” shall mean the Board of Directors
of the Company. 


            (e)        “Code” shall mean the Internal Revenue Code
of 1986, as amended from time to time, and any regulations promulgated
thereunder. 


            (f)        “Committee” shall mean the committee
designated by the Board to administer the Plan. The Committee shall be
comprised of not less than such number of Directors as shall be required to
permit Awards granted under the Plan to qualify under Rule 16b-3, and each
member of the Committee shall be a “non-employee director” within the meaning
of Rule 16b-3 and an “outside director” within the meaning of Section 162(m).
The Company expects to have the Plan administered in accordance with the
requirements for the award of “qualified performance-based compensation” within
the meaning of Section 162(m). 


            (g)        “Company” shall mean Donaldson Company,
Inc., a Delaware corporation, and any successor corporation. 


            (h)        “Director” shall mean a member of the
Board. 





          (i)          
“Dividend Equivalent” shall mean
any right granted under Section 6(e) of the Plan. 


          (j)          
“Eligible Person” shall mean any
employee, officer, consultant, independent contractor, advisor or non-employee
Director providing services to the Company or any Affiliate. 


          (k)          “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended. 


          (l)          
“Fair Market Value” shall mean,
with respect to any property (including, without limitation, any Shares or
other securities), the fair market value of such property determined by such
methods or procedures as shall be established from time to time by the
Committee. Notwithstanding the foregoing, unless otherwise determined by the
Committee, the Fair Market Value of a Share as of a given date shall be, if the
Shares are then traded on the New York Stock Exchange, the closing price of one
Share as reported on the New York Stock Exchange on such date or, if the New
York Stock Exchange is not open for trading on such date, on the most recent
preceding date when the New York Stock Exchange is open for trading. 


          (m)          “Full Value Award” shall mean any Award other
than an Option or Stock Appreciation Right, the value of which Option or Stock
Appreciation Right is based solely on an increase in the value of the Shares
after the date of grant of such Award. 


          (n)          “Incentive Stock Option” shall mean an
option granted under Section 6(a) of the Plan that is intended to meet the
requirements of Section 422 of the Code or any successor provision. 


          (o)          “Non-Qualified Stock Option” shall mean an
option granted under Section 6(a) of the Plan that is not intended to be an
Incentive Stock Option. 


          (p)          “Option” shall mean an Incentive Stock
Option or a Non-Qualified Stock Option to purchase shares of the Company. 


          (q)          “Other Stock-Based Award” shall mean any
right granted under Section 6(g) of the Plan. 


          (r)          
“Participant” shall mean an
Eligible Person designated to be granted an Award under the Plan. 


          (s)          
“Performance Award” shall mean
any right granted under Section 6(d) of the Plan. 


          (t)          “Performance Goal” shall mean one or more
of the following performance goals, either individually, alternatively or in
any combination, applied on a corporate, subsidiary, division, business unit or
line of business basis: 


	
  

 	
  

 	
  

 
	
  

 	
 •

 	
 earnings per
 share; return on investment; 

 
	
  

 	
 •

 	
 revenues,
 including net sales growth; 

 
	
  

 	
 •

 	
 earnings,
 including net operating profit after taxes; 

 


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 •

 	
 return on
 equity;

 
	
  

 	
 •

 	
 profit
 margins;

 
	
  

 	
 •

 	
 cost reductions; 

 
	
  

 	
 •

 	
 inventory
 levels; 

 
	
  

 	
 •

 	
 delivery
 performance; 

 
	
  

 	
 •

 	
 safety
 performance; 

 
	
  

 	
 •

 	
 quality
 performance; 

 
	
  

 	
 •

 	
 core
 operating earnings; 

 
	
  

 	
 •

 	
 total
 stockholder return; 

 
	
  

 	
 •

 	
 cash flow,
 including operating cash flows, free cash flow, discounted cash flow return
 on investment, and cash flow in excess of cost of capital; 

 
	
  

 	
 •

 	
 economic
 value added; 

 
	
  

 	
 •

 	
 stockholder
 value added; 

 
	
  

 	
 •

 	
 market
 share; 

 
	
  

 	
 •

 	
 price to
 earnings ratio; 

 
	
  

 	
 •

 	
 expense
 ratios; 

 
	
  

 	
 •

 	
 workforce
 goals; 

 
	
  

 	
 •

 	
 total
 expenditures; 

 
	
  

 	
 •

 	
 completion
 of key projects. 

 



          Each
such performance goal may be based (i) solely by reference to absolute results
of individual performance or organizational performance at various levels
(e.g., the Company’s performance or the performance of a subsidiary, division,
business segment or business unit of the Company) or (ii) upon organizational
performance relative to the comparable performance of other companies selected
by the Committee. To the extent consistent with Section 162(m), the Committee
may also exclude charges related to an event or occurrence which the Committee
determines should appropriately be excluded, including (X) restructurings,
acquisitions, divestitures, discontinued operations, extraordinary items, and
other unusual or non-recurring charges, (Y) an event either not directly
related to the operations of the Company or not within the reasonable control
of the Company’s management, or (Z) the cumulative effects of tax or accounting
changes in accordance with U.S. generally accepted accounting principles (or
other accounting principles which may then be in effect). To the extent that
Section 162(m) of the Code or applicable tax and/or securities laws change to
permit Committee discretion to alter the governing performance measures without
disclosing to stockholders and obtaining stockholder approval of such changes
and without thereby exposing the Company to potentially adverse tax or other
legal consequences, the Committee shall have the sole discretion to make such
changes without obtaining stockholder approval. 


          (u)          “Person” shall mean any individual or
entity, including a corporation, partnership, limited liability company,
association, joint venture or trust. 


          (v)          “Plan” shall mean the Donaldson Company,
Inc. 2010 Stock Incentive Plan, as amended from time to time. 


          (w)          “Prior Plan” shall mean the Donaldson
Company, Inc. 2001 Master Stock Incentive Plan, as amended from time to time.
For avoidance of doubt, any reference to Prior 


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 Plan shall
 include reference to the Donaldson Company, Inc. Qualified Performance-Based
 Compensation Plan, which was established under the 2001 Master Stock Plan for
 the purpose of authorizing the issuance of Performance Awards specifically
 intended to qualify as “qualified performance-based compensation” within the
 meaning of Section 162(m) of the Code. 

 
	
  

 	
  

 
	
  

 	
           (x)          “Qualified Performance Award” shall mean
 a Performance Award that (i) is made to an officer of the Company who may be
 a “covered employee” under Section 162(m), and (ii) is intended to be
 “qualified performance-based compensation” within the meaning of Section
 162(m). 

 
	
  

 	
  

 
	
  

 	
           (y)          “Restricted Stock” shall mean any Share
 granted under Section 6(c) of the Plan. 

 
	
  

 	
  

 
	
  

 	
           (z)          “Restricted Stock Unit” shall mean any
 unit granted under Section 6(c) of the Plan evidencing the right to receive a
 Share (or a cash payment equal to the Fair Market Value of a Share) at some
 future date. 

 
	
  

 	
  

 
	
  

 	
           (aa)          “Rule 16b-3” shall mean Rule 16b-3
 promulgated by the Securities and Exchange Commission under the Securities
 Exchange Act of 1934, as amended, or any successor rule or regulation. 

 
	
  

 	
  

 
	
  

 	
           (bb)          “Section 162(m)” shall mean Section 162(m)
 of the Code, or any successor provision, and the applicable Treasury
 Regulations promulgated thereunder. 

 
	
  

 	
  

 
	
  

 	
           (cc)          “Section 409A” shall mean Section 409A
 of the Code, or any successor provision, and applicable Treasury Regulations
 and other applicable guidance thereunder. 

 
	
  

 	
  

 
	
  

 	
           (dd)          “Securities Act” shall mean the
 Securities Act of 1933, as amended. 

 
	
  

 	
  

 
	
  

 	
           (ee)          “Shares” shall mean shares of common
 stock, $5.00 par value per share, of the Company or such other securities or
 property as may become subject to Awards pursuant to an adjustment made under
 Section 4(c) of the Plan. 

 
	
  

 	
  

 
	
  

 	
           (ff)          “Specified Employee” shall mean a
 specified employee as defined in Section 409A(a)(2)(B) of the Code or
 applicable proposed or final regulations under Section 409A, determined in
 accordance with procedures established by the Company and applied uniformly
 with respect to all plans maintained by the Company that are subject to
 Section 409A. 

 
	
  

 	
  

 
	
  

 	
           (gg)          “Stock Appreciation Right” shall mean any
 right granted under Section 6(b) of the Plan. 

 
	
  

 	
  

 
	
  

 	
           (hh)          “Stock Award” shall mean any Share
 granted under Section 6(f) of the Plan. 

 






	
  

 	
  

 
	
 Section 3.

 	
 Administration 

 






	
  

 	
  

 
	
  

 	
           (a)          Power and Authority of the Committee. The Plan
 shall be administered by the Committee. Subject to the express provisions of
 the Plan and to applicable law, the Committee shall have full power and
 authority to: (i) designate Participants; (ii) determine the type or

 


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 types of
 Awards to be granted to each Participant under the Plan; (iii) determine the
 number of Shares to be covered by (or the method by which payments or other
 rights are to be calculated in connection with) each Award; (iv) determine
 the terms and conditions of any Award or Award Agreement; (v) amend the terms
 and conditions of any Award or Award Agreement, subject to the limitations
 under Section 7; (vi) accelerate the exercisability of any Award or the lapse
 of any restrictions relating to any Award, subject to the limitations under
 Section 7, (vii) determine whether, to what extent and under what
 circumstances Awards may be exercised in cash, Shares, promissory notes
 (subject to the limitations in Section 6(a)(iii)(A)), other securities, other
 Awards or other property, or canceled, forfeited or suspended; (viii)
 interpret and administer the Plan and any instrument or agreement, including
 an Award Agreement, relating to the Plan; (ix) establish, amend, suspend or
 waive such rules and regulations and appoint such agents as it shall deem
 appropriate for the proper administration of the Plan; (x) make any other
 determination and take any other action that the Committee deems necessary or
 desirable for the administration of the Plan; and (xi) adopt such
 modifications, rules, procedures and subplans as may be necessary or
 desirable to comply with provisions of the laws of non-U.S. jurisdictions in
 which the Company or an Affiliate may operate, including, without limitation,
 establishing any special rules for Affiliates, Eligible Persons or
 Participants located in any particular country, in order to meet the
 objectives of the Plan and to ensure the viability of the intended benefits
 of Awards granted to Participants located in such non-United States
 jurisdictions. Unless otherwise expressly provided in the Plan, all
 designations, determinations, interpretations and other decisions under or
 with respect to the Plan or any Award or Award Agreement shall be within the
 sole discretion of the Committee, may be made at any time and shall be final,
 conclusive and binding upon any Participant, any holder or beneficiary of any
 Award or Award Agreement, and any employee of the Company or any Affiliate. 

 
	
  

 	
  

 
	
  

 	
           (b)          Delegation. The Committee may delegate to one or
 more officers or Directors of the Company, subject to such terms, conditions
 and limitations as the Committee may establish in its sole discretion, the
 authority to grant Awards; provided,
 however, that the Committee
 shall not delegate such authority (i) with regard to grants of Awards to be
 made to officers or members of the Board of Directors of the Company or any
 Affiliate who are subject to Section 16 of the Exchange Act, (ii) in such a
 manner as would cause the Plan not to comply with the requirements of Section
 162(m) or (iii) in such a manner as would contravene Section 157 of the
 Delaware General Corporation Law. 

 
	
  

 	
  

 
	
  

 	
           (c)          Power and Authority of the Board of Directors.
 Notwithstanding anything to the contrary contained herein, the Board may, at
 any time and from time to time, without any further action of the Committee,
 exercise the powers and duties of the Committee under the Plan, unless the
 exercise of such powers and duties by the Board would cause the Plan not to
 comply with the requirements of Section 162(m). 

 






	
  

 	
  

 
	
 Section 4.

 	
 Shares Available for Awards 

 






	
  

 	
  

 
	
  

 	
           (a)          Shares Available. Subject to adjustment as
 provided in Section 4(c) of the Plan, the aggregate number of Shares that may
 be issued under all Awards under the Plan shall be the sum of (i) 4,600,000
 and (ii) any Shares subject to any award under the Prior Plan that, after the
 effective date of this Plan, are not purchased or are forfeited or reacquired
 by the 

 


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 Company, or
 otherwise not delivered to the Participant due to termination or cancellation
 of such award. Notwithstanding the foregoing and subject to adjustment as
 provided in Section 4(c) of the Plan, the number of Shares available for granting
 Full Value Awards shall not exceed the sum of (i) 1,000,000 and (ii) any
 Shares subject to any full value award under the Prior Plan that, after the
 effective date of this Plan, are forfeited or reacquired by the Company, or
 otherwise not delivered to the Participant due to termination or cancellation
 of such award. If any Shares covered by an Award or to which an Award relates
 are not purchased or are forfeited or are reacquired by the Company
 (including shares of Restricted Stock, whether or not dividends have been
 paid on such shares), or if an Award otherwise terminates or is cancelled
 without delivery of any Shares, then the number of Shares counted pursuant to
 Section 4(b) of the Plan against the aggregate number of Shares available
 under the Plan with respect to such Award, to the extent of any such
 forfeiture, reacquisition by the Company, termination or cancellation, shall
 again be available for granting Awards under the Plan. Notwithstanding
 anything to the contrary in this Section 4(a), the following Shares will not
 again become available for issuance under the Plan: (i) any Shares which
 would have been issued upon any exercise of an Option but for the fact that
 the exercise price was paid by a “net exercise” pursuant to Section
 6.4(a)(iii)(B) or any Shares tendered in payment of the exercise price of an
 Option; (ii) any Shares withheld by the Company or Shares tendered to satisfy
 any tax withholding obligation with respect to an Award; (iii) Shares covered
 by a Stock Appreciation Right issued under the Plan that are not issued in
 connection with settlement in Shares upon exercise; or (iv) Shares that are
 repurchased by the Company using Option exercise proceeds. 

 
	
  

 	
  

 
	
  

 	
           (b)          Accounting for Awards. For purposes of this
 Section 4, if an Award entitles the holder thereof to receive or purchase
 Shares, the number of Shares covered by such Award or to which such Award
 relates shall be counted on the date of grant of such Award against the
 aggregate number of Shares available for granting Awards under the Plan. For
 purposes of determining the number of Shares covered on the date of grant by
 a Stock Appreciation Right that is to be settled in Shares, the aggregate
 number of Shares with respect to which the Stock Appreciation Right is to be
 exercised shall be counted against the number of Shares available for Awards
 under the Plan (without regard to the number of actual Shares issued upon
 settlement). Awards that do not entitle the holder thereof to receive or
 purchase Shares shall not be counted against the aggregate number of Shares
 available for Awards under the Plan. 

 
	
  

 	
  

 
	
  

 	
           (c)          Adjustments. In the event that any dividend or
 other distribution (whether in the form of cash, Shares, other securities or
 other property), recapitalization, stock split, reverse stock split,
 reorganization, merger, consolidation, split-up, spin-off, combination,
 repurchase or exchange of Shares or other securities of the Company, issuance
 of warrants or other rights to purchase Shares or other securities of the
 Company or other similar corporate transaction or event affects the Shares
 such that an adjustment is necessary in order to prevent dilution or
 enlargement of the benefits or potential benefits intended to be made
 available under the Plan, then the Committee shall, in such manner as it may
 deem equitable, adjust any or all of (i) the number and type of Shares (or
 other securities or other property) that thereafter may be made the subject
 of Awards, (ii) the number and type of Shares (or other securities or other
 property) subject to outstanding Awards, (iii) the purchase price or exercise
 price with respect to any Award and (iv) the limitations contained in Section
 4(d)(i) below; provided, however, that the number of Shares
 covered by any Award or to which such Award relates shall always be a 

 


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 whole
 number. Such adjustment shall be made by the Committee or the Board, whose
 determination in that respect shall be final, binding and conclusive. 

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
 (d)

 	
 Award Limitations Under the Plan.
 

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 Limitation
 for Awards Denominated in Shares. No Eligible Person
 may be granted any Award or Awards denominated in Shares, for more than
 500,000 Shares (subject to adjustment as provided for in Section 4(c) of the
 Plan), in the aggregate in any calendar year. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 Section
 162(m) Limitation for Performance Awards Denominated in Cash.
 The maximum amount payable pursuant to all Qualified Performance Awards
 denominated in cash to any Participant in the aggregate in any taxable year
 shall be $5,000,000 in value, whether payable in cash, Shares or other
 property. This limitation contained in this Section 4(d)(ii) does not apply
 to any Award or Awards subject to the limitation contained in Section
 4(d)(i). The limitation contained in this Section 4(d)(ii) shall apply only
 with respect to any Award or Awards granted under this Plan, and limitations
 on awards granted under any other stockholder-approved incentive plan
 maintained by the Company will be governed solely by the terms of such other
 plan. 

 






	
  

 	
  

 
	
 Section 5.

 	
 Eligibility 

 



          Any
Eligible Person shall be eligible to be designated a Participant. In
determining which Eligible Persons shall receive an Award and the terms of any
Award, the Committee may take into account the nature of the services rendered
by the respective Eligible Persons, their present and potential contributions
to the success of the Company or such other factors as the Committee, in its
discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive
Stock Option may only be granted to full-time or part-time employees (which
term as used herein includes, without limitation, officers and Directors who
are also employees), and an Incentive Stock Option shall not be granted to an
employee of an Affiliate unless such Affiliate is also a “subsidiary
corporation” of the Company within the meaning of Section 424(f) of the Code or
any successor provision. 


	
  

 	
  

 
	
 Section 6.

 	
 Awards 

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (a)      Options. The Committee is hereby authorized to
 grant Options to Eligible Persons with the following terms and conditions and
 with such additional terms and conditions not inconsistent with the
 provisions of the Plan as the Committee shall determine: 

 
	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 Exercise
 Price. The purchase price per Share purchasable
 under an Option shall be determined by the Committee and shall not be less
 than 100% of the Fair Market Value of a Share on the date of grant of such
 Option; provided, however, that
 the Committee may designate a purchase price below Fair Market Value on the
 date of grant (A) to the extent necessary or appropriate, as determined by
 the Committee, to satisfy applicable legal or regulatory requirements of a
 foreign jurisdiction or (B) if the Option is 

 


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 granted in
 substitution for a stock option previously granted by an entity that is
 acquired by or merged with the Company or an Affiliate. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 Option Term.
 The term of each Option shall be fixed by the Committee at the time but shall
 not be longer than 10 years from the date of grant. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 Time and
 Method of Exercise. The Committee shall determine
 the time or times at which an Option may be exercised in whole or in part and
 the method or methods by which, and the form or forms, including, but not
 limited to, cash, Shares, other securities, other Awards or other property,
 or any combination thereof, having a Fair Market Value on the exercise date
 equal to the applicable exercise price, in which, payment of the exercise
 price with respect thereto may be made or deemed to have been made. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (A)

 	
 Promissory
 Notes. Notwithstanding the foregoing, the Committee
 may accept a promissory note as consideration only if (i) the acceptance of
 such note does not conflict with Section 402 of the Sarbanes-Oxley Act of
 2002, and (ii) the par value of any Shares to be issued pursuant to such
 exercise is paid in the form of cash, services rendered, personal property,
 real property or a combination thereof. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (B)

 	
 Net
 Exercises. The Committee may, in its discretion,
 permit an Option to be exercised by delivering to the Participant a number of
 Shares having an aggregate Fair Market Value (determined as of the date of
 exercise) equal to the excess, if positive, of the Fair Market Value of the
 Shares underlying the Option being exercised, on the date of exercise, over
 the exercise price of the Option for such Shares. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

 	
 Incentive
 Stock Options. Notwithstanding anything in the Plan
 to the contrary, the following additional provisions shall apply to the grant
 of stock options which are intended to qualify as Incentive Stock Options: 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (A)

 	
 The
 Committee will not grant Incentive Stock Options in which the aggregate Fair
 Market Value (determined as of the time the Option is granted) of the Shares with
 respect to which Incentive Stock Options are exercisable for the first time
 by any Participant during any calendar year (under this Plan and all other
 plans of the Company and its Affiliates) shall exceed $100,000. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (B)

 	
 All
 Incentive Stock Options must be granted within ten years from the earlier of
 the date on which this Plan was adopted by the Board or the date this Plan
 was approved by the stockholders of the Company. 

 


-8-









	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (C)

 	
 Unless
 sooner exercised, all Incentive Stock Options shall expire and no longer be
 exercisable no later than 10 years after the date of grant; provided, however, that in the case of a grant of an Incentive Stock
 Option to a Participant who, at the time such Option is granted, owns (within
 the meaning of Section 422 of the Code) stock possessing more than 10% of the
 total combined voting power of all classes of stock of the Company or of its
 Affiliates, such Incentive Stock Option shall expire and no longer be
 exercisable no later than five years from the date of grant. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (D)

 	
 The purchase
 price per Share for an Incentive Stock Option shall be not less than 100% of
 the Fair Market Value of a Share on the date of grant of the Incentive Stock
 Option; provided, however, that, in the case of the grant
 of an Incentive Stock Option to a Participant who, at the time such Option is
 granted, owns (within the meaning of Section 422 of the Code) stock
 possessing more than 10% of the total combined voting power of all classes of
 stock of the Company or of its Affiliates, the purchase price per Share
 purchasable under an Incentive Stock Option shall be not less than 110% of
 the Fair Market Value of a Share on the date of grant of the Incentive Stock
 Option. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 (E)

 	
 Any
 Incentive Stock Option authorized under the Plan shall contain such other
 provisions as the Committee shall deem advisable, but shall in all events be
 consistent with and contain all provisions required in order to qualify the
 Option as an Incentive Stock Option. 

 






	
  

 	
  

 
	
  

 	
           (b)          Stock Appreciation Rights. The Committee is
 hereby authorized to grant Stock Appreciation Rights to Eligible Persons
 subject to the terms of the Plan and any applicable Award Agreement. A Stock
 Appreciation Right granted under the Plan shall confer on the holder thereof
 a right to receive upon exercise thereof the excess of (i) the Fair Market
 Value of one Share on the date of exercise (or, if the Committee shall so
 determine, at any time during a specified period before or after the date of
 exercise) over (ii) the grant price of the Stock Appreciation Right as
 specified by the Committee, which price shall not be less than 100% of the
 Fair Market Value of one Share on the date of grant of the Stock Appreciation
 Right; provided, however, that
 the Committee may designate a grant price below Fair Market Value on the date
 of grant (A) to the extent necessary or appropriate, as determined by the
 Committee, to satisfy applicable legal or regulatory requirements of a
 foreign jurisdiction or (B) if the Stock Appreciation Right is granted in
 substitution for a stock appreciation right previously granted by an entity
 that is acquired by or merged with the Company or an Affiliate. Subject to
 the terms of the Plan and any applicable Award Agreement, the grant price,
 term, methods of exercise, dates of exercise, methods of settlement and any
 other terms and conditions of any Stock Appreciation Right shall be as
 determined by the Committee (except that the term of each Stock Appreciation
 Right shall not be longer than 10 years from the date of grant). The
 Committee may impose such conditions or restrictions on the exercise of any
 Stock Appreciation Right as it may deem appropriate. 

 


-9-









	
  

 	
  

 
	
  

 	
           (c)          Restricted Stock and Restricted Stock Units. The
 Committee is hereby authorized to grant an Award of Restricted Stock and
 Restricted Stock Units to Eligible Persons with the following terms and
 conditions and with such additional terms and conditions not inconsistent
 with the provisions of the Plan as the Committee shall determine: 

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 Restrictions.
 Shares of Restricted Stock and Restricted Stock Units shall be subject to
 such restrictions as the Committee may impose (including, without limitation,
 any limitation on the right to vote a Share of Restricted Stock or the right
 to receive any dividend or other right or property with respect thereto),
 which restrictions may lapse separately or in combination at such time or
 times, in such installments or otherwise as the Committee may deem
 appropriate. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 Issuance and
 Delivery of Shares. Any Restricted Stock granted
 under the Plan shall be issued at the time such Awards are granted and may be
 evidenced in such manner as the Committee may deem appropriate, including
 book-entry registration or issuance of a stock certificate or certificates,
 which certificate or certificates shall be held by the Company. Such
 certificate or certificates shall be registered in the name of the
 Participant and shall bear an appropriate legend referring to the restrictions
 applicable to such Restricted Stock. Shares representing Restricted Stock
 that are no longer subject to restrictions shall be delivered (including by
 updating the book-entry registration) to the Participant promptly after the
 applicable restrictions lapse or are waived. In the case of Restricted Stock
 Units, no Shares shall be issued at the time such Awards are granted. Upon
 the lapse or waiver of restrictions and the restricted period relating to
 Restricted Stock Units evidencing the right to receive Shares, such Shares
 shall be issued and delivered to the holder of the Restricted Stock Units. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 Forfeiture.
 Except as otherwise determined by the Committee, upon a Participant’s
 termination of employment or resignation or removal as a Director (in either
 case, as determined under criteria established by the Committee) during the
 applicable restriction period, all Shares of Restricted Stock and all
 Restricted Stock Units held by such Participant at such time shall be
 forfeited and reacquired by the Company; provided,
 however, that the Committee
 may, when it finds that a waiver would be in the best interests of the
 Company, waive in whole or in part any or all remaining restrictions with
 respect to Shares of Restricted Stock or Restricted Stock Units, except as
 otherwise provided in the Award Agreement. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (d)          Performance Awards. The Committee is hereby
 authorized to grant Performance Awards to Eligible Persons, subject to the
 terms of the Plan and any applicable Award Agreement. A Performance Award
 granted under the Plan (i) may be denominated or payable in cash, Shares
 (including, without limitation, Restricted Stock and Restricted Stock Units),
 other securities, other Awards or other property and (ii) shall confer on the
 holder thereof the

 


-10-









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 right to
 receive payments, in whole or in part, upon the achievement of one or more
 objective Performance Goals during such performance periods as the Committee
 shall establish. Subject to the terms of the Plan, the Performance Goals to
 be achieved during any performance period, the length of any performance
 period, the amount of any Performance Award granted, the amount of any
 payment or transfer to be made pursuant to any Performance Award and any
 other terms and conditions of any Performance Award shall be determined by
 the Committee. Qualified Performance Awards shall be conditioned solely on
 the achievement of one or more objective Performance Goals established by the
 Committee within the time prescribed by Section 162(m), and shall otherwise
 comply with the requirements of Section 162(m), as described below.

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 Timing of
 Designations; Duration of Performance Periods. For
 each Qualified Performance Award, the Committee shall, not later than 90 days
 after the beginning of each performance period, (i) designate all
 Participants for such performance period and (ii) establish the objective
 performance factors for each Participant for that performance period on the
 basis of one or more of Performance Goals, the outcome of which is
 substantially uncertain at the time the Committee actually establishes the
 Performance Goal. The Committee shall have sole discretion to determine the
 applicable performance period, provided that in the case of a performance
 period less than 12 months, in no event shall a performance goal be
 considered to be pre-established if it is established after 25 percent of the
 performance period (as scheduled in good faith at the time the Performance
 Goal is established) has elapsed. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 Certification.
 Following the close of each performance period and prior to payment of any
 amount to a Participant with respect to a Qualified Performance Award, the
 Committee shall certify in writing as to the attainment of all factors
 (including the performance factors for a Participant) upon which any payments
 to a Participant for that performance period are to be based. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 Payment of
 Qualified Performance Awards. Certified Awards shall
 be paid no later than two and one-half months following the conclusion of the
 applicable performance period; provided,
 however, that the Committee may establish procedures that allow
 for the payment of Awards on a deferred basis, subject to the requirements of
 Section 409A. The Committee may, in its discretion, reduce the amount of a
 payout achieved and otherwise to be paid in connection with a Qualified
 Performance Award, but may not exercise discretion to increase such amount. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

 	
 Certain
 Events. If a Participant dies or becomes permanently
 and totally disabled before the end of a performance period or after the
 performance period and before an Award is paid, the Committee may, in its
 discretion, determine that the Participant shall be paid a pro-rated portion
 of the Award that the Participant would have received but for his or her
 death or disability. 

 


-11-









	
  

 	
  

 
	
  

 	
           (e)          Dividend Equivalents. The Committee is hereby
 authorized to grant Dividend Equivalents to Eligible Persons under which the
 Participant shall be entitled to receive payments (in cash, Shares, other
 securities, other Awards or other property as determined in the discretion of
 the Committee) equivalent to the amount of cash dividends paid by the Company
 to holders of Shares with respect to a number of Shares determined by the
 Committee. Subject to the terms of the Plan and any applicable Award
 Agreement, such Dividend Equivalents may have such terms and conditions as
 the Committee shall determine. Notwithstanding the foregoing, (i) the
 Committee may not grant Dividend Equivalents to Eligible Persons in
 connection with grants of Options or Stock Appreciation Rights to such
 Eligible Persons, and (ii) no Dividend Equivalent payments shall be made to a
 Participant with respect to any Performance Award prior to the date on which
 all conditions or restrictions relating to such Awards have been satisfied,
 waived, or lapsed. 

 
	
  

 	
  

 
	
  

 	
           (f)          Stock Awards. The Committee is hereby authorized
 to grant to Eligible Persons Shares without restrictions thereon, as deemed
 by the Committee to be consistent with the purpose of the Plan. Subject to
 the terms of the Plan and any applicable Award Agreement, such Stock Awards
 may have such terms and conditions as the Committee shall determine. 

 
	
  

 	
  

 
	
  

 	
           (g)          Other Stock-Based Awards. The Committee is
 hereby authorized to grant to Eligible Persons such other Awards that are
 denominated or payable in, valued in whole or in part by reference to, or
 otherwise based on or related to, Shares (including, without limitation,
 securities convertible into Shares), as are deemed by the Committee to be
 consistent with the purpose of the Plan. The Committee shall determine the
 terms and conditions of such Awards, subject to the terms of the Plan and any
 applicable Award Agreement. Shares or other securities delivered pursuant to
 a purchase right granted under this Section 6(g) shall be purchased for
 consideration having a value equal to at least 100% of the Fair Market Value
 of such Shares, or other securities on the date the purchase right is
 granted. The consideration paid by the Participant may be paid by such method
 or methods and in such form or forms, including, without limitation, cash,
 Shares, promissory notes (subject to the limitations in (a)(iii)(A)), other
 securities, other Awards or other property or any combination thereof, as the
 Committee shall determine. 

 
	
  

 	
  

 
	
  

 	
           (h)          General. 

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 Consideration
for Awards. Awards may be granted for no cash consideration or for any cash
or other consideration as may be determined by the Committee or required by
applicable law.  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 Awards May
Be Granted Separately or Together. Awards may, in the discretion of the
Committee, be granted either alone or in addition to, in tandem with or in
substitution for any other Award or any award granted under any other plan of
the Company or any Affiliate. Awards granted in addition to or in tandem with
other Awards or in addition to or in tandem with awards granted under any
other plan of the Company or any Affiliate may be granted either at the same
time as or at a different time from the grant of such other Awards or awards. 


 


-12-









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 Forms of
 Payment under Awards. Subject to the terms of the
 Plan and of any applicable Award Agreement, payments or transfers to be made
 by the Company or an Affiliate upon the grant, exercise or payment of an
 Award may be made in such form or forms as the Committee shall determine
 (including, without limitation, cash, Shares, promissory notes (provided, however, that the acceptance of such promissory notes
 does not conflict with Section 402 of the Sarbanes-Oxley Act of 2002), other
 securities, other Awards or other property or any combination thereof), and
 may be made in a single payment or transfer, in installments or on a deferred
 basis, in each case in accordance with rules and procedures established by
 the Committee. Such rules and procedures may include, without limitation,
 provisions for the payment or crediting of reasonable interest on installment
 or deferred payments or the grant or crediting of Dividend Equivalents with
 respect to installment or deferred payments. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

 	
 Term of
 Awards. Subject to Section 6(a)(iv)(C), the term of
 each Award shall be for a period not to exceed 10 years from the date of
 grant. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (v)

 	
 Limits on
 Transfer of Awards. Except as otherwise provided by
 the Committee or in this Section 6(h)(v), no Award (other than a Stock Award)
 and no right under any such Award shall be transferable by a Participant
 other than by will or by the laws of descent and distribution.
 Notwithstanding the immediately preceding sentence, no Incentive Stock Option
 shall be transferable by a Participant other than by will or by the laws of
 descent and distribution. The Committee may establish procedures as it deems
 appropriate for a Participant to designate a Person or Persons, as
 beneficiary or beneficiaries, to exercise the rights of the Participant and
 receive any property distributable with respect to any Award in the event of
 the Participant’s death. The Committee, in its discretion and subject to such
 additional terms and conditions as it determines, may permit a Participant to
 transfer a Non-Qualified Stock Option to any “family member” (as defined in
 the General Instructions to Form S-8 (or any successor to such Instructions
 or such Form) under the Securities Act) at any time that such Participant
 holds such Option; provided, however
 that such transfers may not be for value (as defined in the General
 Instructions to Form S-8 (or any successor to such Instructions or such Form)
 under the Securities Act) and the family member may not make any subsequent
 transfers other than by will or by the laws of descent and distribution. Each
 Award under the Plan or right under any such Award shall be exercisable
 during the Participant’s lifetime only by the Participant (except as provided
 herein or in an Award Agreement or amendment thereto relating to a
 Non-Qualified Stock Option) or, if permissible under applicable law, by the
 Participant’s guardian or legal representative. No Award (other than a Stock
 Award) or right under any such Award may be pledged, alienated, attached or
 otherwise encumbered, and any purported pledge, alienation, attachment or
 encumbrance thereof shall be void and unenforceable against the Company or
 any Affiliate. 

 


-13-









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (vi)

 	
 Restrictions;
 Securities Exchange Listing. All Shares or other
 securities delivered under the Plan pursuant to any Award or the exercise
 thereof shall be subject to such restrictions as the Committee may deem
 advisable under the Plan, applicable federal or state securities laws and
 regulatory requirements, and the Committee may cause appropriate entries to
 be made with respect to, or legends to be placed on the certificates for,
 such Shares or other securities to reflect such restrictions. The Company
 shall not be required to deliver any Shares or other securities covered by an
 Award unless and until the requirements of any federal or state securities or
 other laws, rules or regulations (including the rules of any securities
 exchange) as may be determined by the Company to be applicable are satisfied.
 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (vii)

 	
 Prohibition
 on Option and Stock Appreciation Right Repricing.
 Except as provided in Section 4(c) hereof, the Committee may not, without
 prior approval of the Company’s stockholders, seek to effect any re-pricing
 of any previously granted, “underwater” Option by: (i) amending or modifying
 the terms of the Option to lower the exercise price; (ii) canceling the
 underwater Option and granting either (A) replacement Options or Stock
 Appreciation Rights having a lower exercise price; (B) Restricted Stock,
 Restricted Stock Units, Performance Award or other Stock Award in exchange;
 or (iii) repurchasing the underwater Options. An Option will be deemed to be
 “underwater” at any time when the Fair Market Value of the Shares covered by
 such Option is less than the exercise price of the Option. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (viii)

 	
 Acceleration
 of Vesting or Exercisability. No Award Agreement
 shall contain a definition of change in control that has the effect of
 accelerating the exercisability of any Award or the lapse of restrictions
 relating to any Award upon only the announcement or stockholder approval of
 (rather than consummation of) any reorganization, merger or consolidation of,
 or sale or other disposition of all or substantially all of the assets of,
 the Company. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ix)

 	
 Section 409A
 Provisions. Notwithstanding anything in the Plan or
 any Award Agreement to the contrary, to the extent that any amount or benefit
 that constitutes “deferred compensation” to a Participant under Section 409A
 and applicable guidance thereunder is otherwise payable or distributable to a
 Participant under the Plan or any Award Agreement solely by reason of the
 occurrence of a change in control or due to the Participant’s disability or
 “separation from service” (as such term is defined under Section 409A), such
 amount or benefit will not be payable or distributable to the Participant by
 reason of such circumstance unless the Committee determines in good faith
 that (i) the circumstances giving rise to such change in control, disability
 or separation from service meet the definition of a change in ownership or
 effective control, disability, or separation from service, as the case may
 be, in Section 409A(a)(2)(A) of 

 


-14-









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
 the Code and
 applicable proposed or final regulations, or (ii) the payment or distribution
 of such amount or benefit would be exempt from the application of Section
 409A by reason of the short-term deferral exemption or otherwise. Any payment
 or distribution that otherwise would be made to a Participant who is a
 Specified Employee (as determined by the Committee in good faith) on account
 of separation from service may not be made before the date which is six months
 after the date of the Specified Employee’s separation from service (or if
 earlier, upon the Specified Employee’s death) unless the payment or
 distribution is exempt from the application of Section 409A by reason of the
 short-term deferral exemption or otherwise.

 






	
  

 	
  

 
	
 Section 7.

 	
 Amendment and Termination; Corrections 

 






	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (a)       Amendments to the Plan. The Board may amend,
 alter, suspend, discontinue or terminate the Plan at any time; provided, however, that, notwithstanding any other provision of the
 Plan or any Award Agreement, prior approval of the stockholders of the
 Company shall be required for any amendment to the Plan that would:

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 require
 stockholder approval under the rules or regulations of the Securities and
 Exchange Commission, the New York Stock Exchange or any other securities
 exchange that are applicable to the Company; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 increases
 the number of shares authorized under the Plan as specified in Section 4(a)
 of the Plan; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 increase the
 number of shares or value subject to the limitations contained in Section
 4(d) of the Plan; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

 	
 permit
 repricing of Options or Stock Appreciation Rights, which is currently
 prohibited by Section 6(h)(vii) of the Plan; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (v)

 	
 permit the
 award of Options or Stock Appreciation Rights at a price less than 100% of
 the Fair Market Value of a Share on the date of grant of such Option or Stock
 Appreciation Right, contrary to the provisions of Section 6(a)(i) and Section
 6(b) of the Plan; or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (vi)

 	
 cause the
 Company to be unable to grant Incentive Stock Options under the Plan, or
 would cause Section 162(m) to become unavailable with respect to the Plan. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (b)       Amendments to Awards. Except as otherwise expressly provided
in the Plan, the Committee may waive any conditions of or rights of the
Company under any outstanding Award, prospectively or retroactively. Except
as otherwise expressly provided in the Plan (specifically including the next
two sentences hereof), the Committee may amend, alter, suspend, discontinue
or terminate any outstanding Award, prospectively or retroactively, but no
such action may adversely affect the rights of the holder of such Award
without the consent of the Participant or holder or beneficiary thereof. If
any provision of the Plan or an Award 

 


-15-









	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
 Agreement
 would result in adverse tax consequences under Section 409A, the Committee
 may amend that provision (or take any other action reasonably necessary) to
 avoid any adverse tax results and no action taken to comply with Section 409A
 shall be deemed to impair or otherwise adversely affect the rights of any
 holder of an Award or beneficiary thereof. In the event of any
 reorganization, merger, consolidation, split-up, spin-off, combination,
 repurchase or exchange of Shares or other securities of the Company or any
 other similar corporate transaction or event involving the Company (or the
 Company shall enter into a written agreement to undergo such a transaction or
 event), the Committee or the Board may, in its sole discretion, provide for
 any of the following to be effective upon the consummation of the event (or
 effective immediately prior to the consummation of the event, provided that
 the consummation of the event subsequently occurs):

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (i)

 	
 either (A)
 termination of any such Award, whether or not vested, in exchange for an
 amount of cash and/or other property, if any, equal to the amount that would
 have been attained upon the exercise of such Award or realization of the Participant’s
 rights (and, for the avoidance of doubt, if, as of the date of the occurrence
 of the transaction or event described in this Section 7(b)(i)(A), the
 Committee or the Board determines in good faith that no amount would have
 been attained upon the exercise of such Award or realization of the
 Participant’s rights, then such Award may be terminated by the Company
 without any payment) or (B) the replacement of such Award with other rights
 or property selected by the Committee or the Board, in its sole discretion; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (ii)

 	
 that such
 Award be assumed by the successor or survivor corporation, or a parent or
 subsidiary thereof, or shall be substituted for by similar options, rights or
 awards covering the stock of the successor or survivor corporation, or a
 parent or subsidiary thereof, with appropriate adjustments as to the number
 and kind of shares and prices; 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iii)

 	
 that such
 Award shall be exercisable or payable or fully vested with respect to all
 Shares covered thereby, notwithstanding anything to the contrary in the
 applicable Award Agreement; or 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 (iv)

 	
 that the
 Award cannot vest, be exercised or become payable after a date certain in the
 future, which may be the effective date of such event. 

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
           (c)       Correction of Defects, Omissions and Inconsistencies.
 The Committee may correct any defect, supply any omission or reconcile any
 inconsistency in the Plan or in any Award or Award Agreement in the manner
 and to the extent it shall deem desirable to implement or maintain the
 effectiveness of the Plan.

 






	
  

 	
  

 
	
 Section 8.

 	
 Income Tax Withholding 

 



          In
order to comply with all applicable federal, state, local or foreign income tax
laws or regulations, the Company may take such action as it deems appropriate to
ensure that all applicable federal, state, local or foreign payroll,
withholding, income or other taxes, which are 


-16-





the sole and
absolute responsibility of a Participant, are withheld or collected from such
Participant. In order to assist a Participant in paying all or a portion of the
applicable taxes to be withheld or collected upon exercise or receipt of (or
the lapse of restrictions relating to) an Award, the Committee, in its
discretion and subject to such additional terms and conditions as it may adopt,
may permit the Participant to satisfy such tax obligation by (a) electing to
have the Company withhold a portion of the Shares otherwise to be delivered
upon exercise or receipt of (or the lapse of restrictions relating to) such
Award with a Fair Market Value equal to the amount of such taxes or (b)
delivering to the Company Shares other than Shares issuable upon exercise or
receipt of (or the lapse of restrictions relating to) such Award with a Fair
Market Value equal to the amount of such taxes. The election, if any, must be
made on or before the date that the amount of tax to be withheld is determined.



	
  

 	
  

 
	
 Section 9.

 	
 General Provisions 

 






	
  

 	
  

 
	
  

 	
           (a)          No Rights to Awards. No Eligible Person,
 Participant or other Person shall have any claim to be granted any Award
 under the Plan, and there is no obligation for uniformity of treatment of
 Eligible Persons, Participants or holders or beneficiaries of Awards under
 the Plan. The terms and conditions of Awards need not be the same with respect
 to any Participant or with respect to different Participants. 

 
	
  

 	
  

 
	
  

 	
           (b)          Award Agreements. No Participant shall have
 rights under an Award granted to such Participant unless and until an Award
 Agreement shall have been signed by the Participant (if requested by the
 Company), or until such Award Agreement is delivered and accepted through an
 electronic medium in accordance with procedures established by the Company.
 An Award Agreement need not be signed by a representative of the Company
 unless required by the Committee. Each Award Agreement shall be subject to
 the applicable terms and conditions of the Plan and any other terms and
 conditions (not inconsistent with the Plan) determined by the Committee. 

 
	
  

 	
  

 
	
  

 	
           (c)          Plan Provisions Control. In the event that any
 provision of an Award Agreement conflicts with or is inconsistent in any
 respect with the terms of the Plan as set forth herein or subsequently
 amended, the terms of the Plan shall control. 

 
	
  

 	
  

 
	
  

 	
           (d)          No Rights of Stockholders. Except with respect
 to Restricted Stock and Stock Awards (and subject to such conditions as the
 Committee may impose on such Awards pursuant to Section 6(c)(i) or Section
 6(f)), neither a Participant nor the Participant’s legal representative shall
 be, or have any of the rights and privileges of, a stockholder of the Company
 with respect to any Shares issuable upon the exercise or payment of any
 Award, in whole or in part, unless and until such Shares have been issued. 

 
	
  

 	
  

 
	
  

 	
           (e)          No Limit on Other Compensation Arrangements.
 Nothing contained in the Plan shall prevent the Company or any Affiliate from
 adopting or continuing in effect other or additional compensation plans or
 arrangements, and such plans or arrangements may be either generally
 applicable or applicable only in specific cases. 

 
	
  

 	
  

 
	
  

 	
           (f)          No Right to Employment or Directorship. The
 grant of an Award shall not be construed as giving a Participant the right to
 be retained as an employee of the Company or any 

 


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 Affiliate,
 or the right to be retained as a Director, nor will it affect in any way the
 right of the Company or an Affiliate to terminate a Participant’s employment
 at any time, with or without cause, or remove a Director in accordance with
 applicable law. In addition, the Company or an Affiliate may at any time
 dismiss a Participant from employment, or remove a Director who is a
 Participant, free from any liability or any claim under the Plan or any
 Award, unless otherwise expressly provided in the Plan or in any Award
 Agreement. Nothing in this Plan shall confer on any person any legal or
 equitable right against the Company or any Affiliate, directly or indirectly,
 or give rise to any cause of action at law or in equity against the Company
 or an Affiliate. Under no circumstances shall any person ceasing to be an
 employee or Director of the Company or any Affiliate be entitled to any
 compensation for any loss of any right or benefit under the Plan which such
 employee or Director might otherwise have enjoyed but for termination of
 employment or directorship, whether such compensation is claimed by way of
 damages for wrongful or unfair dismissal, breach of contract or otherwise. By
 participating in the Plan, each Participant shall be deemed to have accepted
 all the conditions of the Plan and the terms and conditions of any rules and
 regulations adopted by the Committee and shall be fully bound thereby.

 
	
  

 	
  

 
	
  

 	
           (g)          Governing Law. The internal law, and not the law
 of conflicts, of the State of Delaware shall govern all questions concerning
 the validity, construction and effect of the Plan or any Award, and any rules
 and regulations relating to the Plan or any Award. 

 
	
  

 	
  

 
	
  

 	
           (h)          Severability. If any provision of the Plan or
 any Award is or becomes or is deemed to be invalid, illegal or unenforceable
 in any jurisdiction or would disqualify the Plan or any Award under any law
 deemed applicable by the Committee, such provision shall be construed or
 deemed amended to conform to applicable laws, or if it cannot be so construed
 or deemed amended without, in the determination of the Committee, materially
 altering the purpose or intent of the Plan or the Award, such provision shall
 be stricken as to such jurisdiction or Award, and the remainder of the Plan
 or any such Award shall remain in full force and effect. 

 
	
  

 	
  

 
	
  

 	
           (i)          No Trust or Fund Created. Neither the Plan nor
 any Award shall create or be construed to create a trust or separate fund of
 any kind or a fiduciary relationship between the Company or any Affiliate and
 a Participant or any other Person. To the extent that any Person acquires a
 right to receive payments from the Company or any Affiliate pursuant to an
 Award, such right shall be no greater than the right of any unsecured general
 creditor of the Company or any Affiliate. 

 
	
  

 	
  

 
	
  

 	
           (j)          Other Benefits. No compensation or benefit
 awarded to or realized by any Participant under the Plan shall be included
 for the purpose of computing such Participant’s compensation or benefits
 under any pension, retirement, savings, profit sharing, group insurance,
 disability, severance, termination pay, welfare or other benefit plan of the
 Company, unless required by law or otherwise provided by such other plan. 

 
	
  

 	
  

 
	
  

 	
           (k)          No Fractional Shares. No fractional Shares shall
 be issued or delivered pursuant to the Plan or any Award, and the Committee
 shall determine whether cash shall be paid in lieu of any fractional Share or
 whether such fractional Share or any rights thereto shall be canceled,
 terminated or otherwise eliminated. 

 


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           (l)          Headings. Headings are given to the sections and
 subsections of the Plan solely as a convenience to facilitate reference. Such
 headings shall not be deemed in any way material or relevant to the
 construction or interpretation of the Plan or any provision thereof. 

 
	
  

 	
  

 
	
  

 	
           (m)          Forfeiture. All Awards under this Plan shall be
 subject to forfeiture and/or penalty conditions or provisions as determined
 by the Committee and set forth in the applicable Award Agreement. 

 






	
  

 	
  

 
	
 Section 10.

 	
 Effective Date of the Plan 

 



          The
Plan was adopted by the Board on September 24, 2010. The Plan shall be subject
to approval by the stockholders of the Company at the annual meeting of
stockholders of the Company to be held on November 19, 2010, and the Plan shall
be effective as of the date of such stockholder approval. On and after
stockholder approval of the Plan, no awards shall be granted under the Prior
Plan, but all outstanding awards previously granted under the Prior Plan shall
remain outstanding and subject to the terms of the Prior Plan. 


	
  

 	
  

 
	
 Section 11.

 	
 Term of the Plan 

 



          No
Award shall be granted under the Plan after ten years from the earlier of the
date of adoption of the Plan by the Board or the date of stockholder approval
or any earlier date of discontinuation or termination established pursuant to
Section 7(a) of the Plan; provided, however,
that no Qualified Performance Award shall be granted under the Plan after the
fifth year following the year in which stockholders approved the Performance
Goals unless and until the Performance Goals are re-approved by the
stockholders. Unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award theretofore granted may extend beyond
such dates, and the authority of the Committee provided for hereunder with
respect to the Plan and any Awards, and the authority of the Board to amend the
Plan, shall extend beyond the termination of the Plan. 


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