Exhibit
10.16

     

    
      ARTIO
GLOBAL INVESTORS INC.

      2009
STOCK INCENTIVE PLAN

       

      


      Section
1.    Purpose.  The
purpose of the Artio Global Investors Inc. 2009 Stock Incentive Plan is (i) to
advance the interests of the Company and its Affiliates by attracting and
retaining high caliber employees and other key individuals, (ii) to more closely
align the interests of recipients of awards with the interest of the Company’s
stockholders by increasing the proprietary interest of such recipients in the
Company’s growth and success, and (iii) to motivate award recipients to act in
the long-term best interests of the Company’s stockholders.

       

      Section
2.    
Definitions.  As used in the Plan, the following terms shall
have the meanings set forth below:

       

      “Affiliate”
means:  (i) any entity that, directly or indirectly, is
controlled by or under common control with the Company; and (ii) any entity in
which the Company has a significant equity interest, in either case as
determined by the Committee.

       

      “Award” means any Option, Stock
Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance Award
or Other Stock-Based Award granted under the Plan, which may be denominated or
settled in Shares, cash or in such other forms as provided for
herein.

       

      “Award Agreement” means any
agreement, contract or other instrument or document evidencing any Award granted
under the Plan.

       

      “Beneficiary” means a person or
persons named by a Participant to receive payments or other benefits or exercise
rights in the event of the Participant’s death.  If no such person is
named by a Participant or the Beneficiary is not eligible to receive payments,
such Participant’s Beneficiary shall be the Participant’s estate.

       

      “Board” means the board of
directors of the Company.

       

      “Change in Control” means the
occurrence of any of the following events:

       

      (i) any “person” (as defined in
Section 13(d) of the Exchange Act) other than (A) the
Company, its Affiliates or an employee benefit plan or trust maintained by the
Company or its Affiliates, or (B) Julius Baer Holding Ltd. or its Affiliates or
Richard Pell or Rudolph-Riad Younes or any “group” (within the meaning of
Section 13(d)(3) of the Exchange Act) which includes such person, becoming the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly
or indirectly, of more than 50% of the combined voting power of the Company’s
then outstanding securities (excluding any person who becomes such a beneficial
owner in connection with a transaction described in clause (A) of paragraph
(iii) below), unless such person acquires beneficial ownership of more than 50%
of the combined voting power of the Company’s securities 

       

       

      
        
          
          

        

        
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      entitled
to vote generally in the election of members of the Board (the “Voting Stock”)
then outstanding solely as a result of an acquisition of Voting Stock by the
Company which, by reducing the Voting Stock outstanding, increases the
proportionate Voting Stock beneficially owned by such person to more than 50% of
the combined voting power of the Company’s Voting Stock then outstanding; provided, that if a
person shall become the beneficial owner of more than 50% of the combined voting
power of the Company’s Voting Stock then outstanding by reason of such Voting
Stock acquisition by the Company and shall thereafter become the beneficial
owner of any additional Voting Stock which causes the proportionate voting power
of such Voting Stock beneficially owned by such person to increase to more than
50% of the combined voting power of such Voting Stock then outstanding, such
person shall, upon becoming the beneficial owner of such additional Voting
Stock, be deemed to have become the beneficial owner of more than 50% of the
combined voting power of the Company’s Voting Stock then outstanding other than
solely as a result of such Voting Stock acquisition by the Company;

       

      (ii) at any time during a period of
twelve consecutive
months, individuals who at the beginning of such period constituted the Board
and any new member of the Board whose election by the Board or nomination for
election by the Company’s shareholders was approved by a vote of at least a majority of the
directors then still in office who were directors at the beginning of such
twelve-month period or whose election or nomination for election was so
approved, cease for any reason to constitute a majority of members then
constituting the Board; or

       

      (iii) the consummation of (A) a merger
or consolidation of the Company or any direct or indirect subsidiary of the
Company with any other corporation, other than a merger or consolidation which
would result in the voting securities of the Company outstanding immediately
prior to such merger or consolidation continuing to represent (either by
remaining outstanding or being converted into voting securities of the surviving
entity or any parent thereof) at least 50% of the combined voting power or the
total fair market value of the securities of the Company or such surviving
entity or any parent thereof outstanding immediately after such merger or
consolidation, or (B) any sale, lease, exchange or other transfer (in one
transaction or a series of transactions) of assets of the Company having a total
gross fair market value equal to more than 50% of the total gross fair market
value of all assets of the Company immediately prior to such transaction or
transactions.

       

      Notwithstanding the foregoing, in no
event shall a Change in Control be deemed to have occurred with respect to a
Participant if the Participant consummates or is part of a “group,” within the
meaning of Section 13(d)(3) of the Exchange Act, which consummates the Change in
Control transaction.  Furthermore, with respect to any Awards granted
under the Plan that are not exempt under Section 409A of the Code, any payment
resulting from a Change in Control shall only apply if the Change in Control
qualifies as a “change in control event” within the meaning of Treasury
Regulations Section 1.409A-3(i)(5).

       

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

       

       

      
        
          
          

        

        
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      “Committee” means the
Compensation Committee of the Board or such other committee (which may include
directors and officers of the Company) as may be designated by the
Board.  To the extent permitted by applicable law and as otherwise
provided in the Plan, the Committee will have the authority to delegate its
authority and responsibility to one or more officers of the Company acting
singly or as a committee.  If the Board does not designate a
committee, or the Committee delegates to one or more officers of the Company,
references to the “Committee” shall refer to the Board or such officers, as
applicable.

       

      “Company” means Artio Global
Investors Inc., a Delaware corporation.

       

      “Eligible Director” means a
director of the Company who at the relevant time is not an employee of the
Company or its Subsidiaries.

       

      “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

       

      “Fair Market Value” means the
closing price of a Share on the date in question (or, if there is no reported
sale on such date, on the last preceding date on which any reported sale
occurred) on the principal stock exchange on which the Shares trade or are
quoted.  If the Shares
are not so listed or quoted, Fair Market Value shall be the value of a Share as
determined by the Committee by the reasonable application of a reasonable
method, in a manner consistent with Section 409A of the
Code.

       

      “Incentive Stock Option” means
an option representing the right to purchase Shares from the Company that is
granted pursuant to Section 6, that is intended to meet the provisions of
Section 422 of the Code (and any successor provision), and that is identified in
an Award Agreement as an Incentive Stock Option.

       

      “Non-Qualified Stock Option”
means an option representing the right to purchase Shares from the Company that
is granted pursuant to Section 6 and that is not an Incentive Stock
Option.

       

      “Option” means an Incentive
Stock Option or a Non-Qualified Stock Option.

       

      “Other Stock-Based Award” means
an Award granted pursuant to Section 10 of the Plan.

       

      “Participant” means the
recipient of an Award granted pursuant to the Plan.

       

      “Performance Award” means an
Award granted pursuant to Section 9 of the Plan.

       

      “Plan” means the Artio Global
Investors Inc. 2009 Stock Incentive Plan, as may be amended from time to
time.

       

      “Restricted Stock” means any
Share granted pursuant to Section 8.

       

       

      
        
          
          

        

        
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      “Restricted Stock Unit” means a
restricted stock unit granted pursuant to Section 8 that is denominated in
Shares.

       

      “SAR” or “Stock Appreciation Right”
means any stock appreciation right granted to a Participant pursuant to Section
7.

       

      “Share” means a share of the
Company’s Class A common stock, par value $0.001 per share.

       

      “Subsidiary” means any
corporation, partnership, or other entity at least 50% of the economic interest
in the equity of which is owned, directly or indirectly, by the
Company.

       

      Section
3.    
Administration.

       

      (a) Composition of
the Committee.  The Plan shall be administered by the
Committee.  The Committee shall be appointed by the Board and shall
consist of not less than three directors.  Each Committee member shall
be: (i) independent, within the meaning of and to the extent required by
applicable rulings and interpretations of the applicable stock exchange on which
the Shares trade or are quoted; (ii) a non-employee director within the meaning
of Rule 16b-3 under the Exchange Act; and (iii) an outside director pursuant to Section
162(m) of the Code (and any regulations issued thereunder), in each case at such
time as the Company and the Plan become subject to the respective regulatory
regime.  The Board may designate one or more directors as
alternate members of the Committee who may replace any absent or disqualified
member at any meeting of the Committee.  To the extent permitted by
applicable law, the Committee may delegate to one or more officers of the
Company the authority to grant Awards to individuals (but not to any individual then
covered by Section 16 of the Exchange Act).  The Committee may issue
rules and regulations for administration of the Plan.  It shall meet
at such times and places as it may determine.  Notwithstanding the
foregoing, it is expressly understood that prior to the time that the Company’s
Class A common stock is publicly traded, the Board shall serve as the
Committee.

       

      (b) Committee’s
Authority.  Subject to the terms of the Plan and applicable
law, the Committee (or its delegate) shall have full power and authority
to:

       

      (i)   
 determine
the eligibility of Participants generally, and to designate individual
Participants;

       

      (ii)  
 determine
the type or types of Awards to be granted to each Participant under the
Plan;

       

      (iii) 
 determine
the number of Shares to be covered by (or with respect to which payments,
rights, or other matters are to be calculated in connection with)
Awards;

       

      (iv) 
 determine
the terms and conditions of any Award;

       

       

      
        
          
          

        

        
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      (v)  
 determine
whether, to what extent, and under what circumstances Awards may be settled or
exercised in cash, Shares, other securities, or other Awards, or canceled,
forfeited or suspended, and the method or methods by which Awards may be
settled, exercised, canceled, forfeited or suspended;

       

      (vi) 
 determine
whether, to what extent, and under what circumstances cash, Shares, other
securities, other Awards, and other amounts payable with respect to an Award
under the Plan shall be deferred either automatically or at the election of the
holder (provided, however, that any
such deferral complies with Section 409A of the Code and does not cause an Award
under the Plan that is otherwise exempt from Section 409A of the Code to be
subject to Section 409A of the Code);

       

      (vii)
 interpret
and administer the Plan and any instrument or agreement relating to, or Award
made under, the Plan;

       

      (viii) 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;
and

       

      (ix)  
 make any
other determination, including factual determinations, and take any other action
that the Committee deems necessary or desirable for the administration of the
Plan.

       

      (c) Committee Decisions
Binding.  All decisions of the Committee shall be final,
conclusive and binding upon all parties, including the Company, its Affiliates,
the shareholders and the Participants.

       

      (d)  No
Repricing.  Except in connection with a corporate transaction
involving the Company (including, without limitation, any stock dividend, stock
split, extraordinary cash dividend, recapitalization, reorganization, merger,
consolidation, split-up, spin-off, combination, or exchange of shares pursuant
to Section 4(d)) or except with respect to changes as may be required to comply
with applicable law, including Section 409A of the Code, the terms of
outstanding awards may not be amended to reduce the exercise price of
outstanding Options or SARs or cancel outstanding Options or SARs in exchange
for cash, other awards or Options or SARs with an exercise price that is less
than the exercise price of the original Options or SARs without shareholder
approval.

       

      Section
4.    
Shares Available for Awards and Award
Limitation.

       

      (a)  Share and Award
Limitations.  Subject to adjustment as provided below, the
maximum number of Shares available for issuance under the Plan will not exceed
9,700,000 Shares.  

       

      (b)  Share Counting.  To
the extent that any Shares subject to an Award that expires, is cancelled,
forfeited, or otherwise terminates without the delivery of cash or Shares,
including (i) the number of Shares surrendered or withheld in payment of
any exercise or price of an Award or taxes related to an Award, and (ii) any
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      subject
to an Award to the extent that Award is settled without the issuance of Shares,
such Shares will again be (or will become) available for distribution under the
Plan.  Notwithstanding the foregoing,
there shall be no adjustment to the number of Shares available for
delivery pursuant to the Plan upon the exercise or settlement of SARs in whole
or in part in Shares, regardless of the number of Shares issued or delivered in
connection with such exercise or settlement.

       

      (c)   Available
Shares.  Any Shares delivered pursuant to an Award may consist,
in whole or in part, of authorized and unissued Shares or Shares acquired by the
Company.

       

      (d)   Equitable
Adjustments.  In the event that the Committee shall determine
that any dividend or other distribution (whether in the form of cash, Shares or
other securities), 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,
issuance of Shares without the receipt of consideration by the Company or other
similar corporate transaction or event affects the Shares such that an
adjustment is appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
then the Committee may adjust equitably any or all of the
following:

       

      (i)    
 the
number and type of Shares (or other securities) which thereafter may be made the
subject of Awards, including the limits specified in paragraph (a)
above;

       

      (ii)   
 the
number and type of Shares (or other securities) subject to outstanding Awards;
and

       

      (iii)  
 the
grant, purchase, or exercise price with respect to any Award or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, however, that the
number of Shares subject to any Award or Awards denominated in Shares shall
always be a whole number.

       

      Section
5.   
 Eligibility. Any employee, director,
consultant or other advisor of, or any other individual who provides services
to, the Company or any Affiliate shall be eligible to be selected to receive an
Award under the Plan.

       

      Section
6.    
Options.  The
Committee is hereby authorized to grant Awards of Options to Participants with
terms and conditions that the Committee shall determine and set forth in the
Award Agreement.

       

      (a)  Exercise
Price.  The exercise price per Share underlying an Option shall
be determined by the Committee; provided, however, that such
exercise price shall not be less than the Fair Market Value of a Share on the
date of grant of such Option.

       

      (b)   Term.  The term of
each Option shall be fixed by the Committee but shall not exceed 10 years from
the date of grant thereof.

       

       

      
        
          
          

        

        
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      (c)   Exercisability.  The
Committee shall determine the time or times at which an Option may be exercised
in whole or in part.

       

      (d)   Methods of
Exercise.  No Shares shall be delivered by the Company pursuant
to an exercise of an Option until payment in full of the exercise price is
received by the Company.  The Committee shall determine the method or
methods by which, and the form or forms, including, without limitation, cash,
Shares, other Awards, or any combination thereof, including by cashless
exercise, whereby the exercise price shall be paid or deemed to have been
paid.

       

      (e)   Incentive Stock
Options.  The terms of any Incentive Stock Option granted under
the Plan shall comply in all respects with the provisions of Section 422 of the
Code (or any successor provision) and any regulations promulgated
thereunder.

       

      Section
7.    
Stock Appreciation
Rights.  The Committee is hereby authorized to grant Awards of
Stock Appreciation Rights (“SARs”) to Participants with
terms and conditions that the Committee shall determine and set forth in the
Award Agreement.

       

      (a)  Types of SARs.  A
SAR represents a right of the Participant to receive, upon exercise thereof, the
excess of (i) the Fair Market Value of a Share on the date of exercise,
over (ii) the exercise price of the SAR on the date of
grant.  SARs may be granted hereunder to Participants either alone
(“stand-alone”) or in
tandem with an Option granted under Section 6 (“tandem”).

       

      (b)  Tandem SARs.  Any
tandem SAR may be granted at the same time such Option is granted or at any time
thereafter before exercise or expiration of such Option.  In the case
of any tandem SAR, the SAR or applicable portion thereof shall not be
exercisable until the related Option or applicable portion thereof is
exercisable and shall terminate and no longer be exercisable upon the
termination or exercise of the related Option, except that a SAR granted with
respect to less than the full number of Shares covered by a related Option shall
not be reduced until the exercise or termination of the related Option exceeds
the number of Shares not covered by the SAR.  Any Option related to
any tandem SAR shall no longer be exercisable to the extent the related SAR has
been exercised.

       

      (c)  Term and Exercise
Price.  A SAR shall not have a term of greater than 10 years or
an exercise price less than 100% of Fair Market Value of the Share on the date
of grant.

       

      (d)   Method of
Exercise.  The Committee shall determine the method of exercise
of the SAR, the method of settlement, form of consideration payable in
settlement, method by or forms in which Shares will be delivered or deemed to be
delivered to the Participant and any other terms and conditions of the
SARs.

       

      Section
8.    
Restricted Stock and Restricted Stock Units.
The Committee is hereby authorized to grant Awards of Restricted Stock and
Restricted Stock Units to Participants with terms and conditions that the
Committee shall determine and set forth in an Award
Agreement.  

       

       

      
        
          
          

        

        
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      A
Restricted Stock Unit represents the right to receive one Share upon the lapse
of restrictions as set forth in an Award Agreement.

       

      (a)  Restrictions and Lapsing
Events.  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, dispose of, or receive
any dividend or other right in respect of, a Share of Restricted Stock), which
restrictions may lapse separately or in combination at such time or times, in
such installments or otherwise, as the Committee may deem
appropriate.  The time and manner of payment of cash or delivery of
Shares upon settlement of a Restricted Stock Unit or the lapse of restrictions
with respect to Restricted Stock shall be determined by the Committee and shall
be exempt from or otherwise comply with Section 409A of the Code and any
guidance issued thereunder.  The Committee may in its discretion, when
it finds that a waiver would be in the best interests of the Company, waive in
whole or in part any or all restrictions with respect to Shares of Restricted
Stock or Restricted Stock Units.

       

      (b)  Restricted
Stock.  Any share of Restricted Stock granted under the Plan
may be evidenced in such manner as the Committee may deem appropriate including,
without limitation, book-entry registration or issuance of a stock certificate
or certificates.  In the event any stock certificate is issued in
respect of shares of Restricted Stock granted under the Plan, such certificate
shall be registered in the name of the Participant and shall bear an appropriate
legend referring to the terms, conditions, and restrictions applicable to such
Restricted Stock.

       

      (c)  Dividends and Dividend Equivalent
Rights.  The Committee in its discretion may permit dividends
to be paid with respect to Restricted Stock that may be payable directly to the
Participant or provide that dividends may be deferred, including subject to
forfeiture until the restrictions with respect to the underlying Restricted
Stock lapse.  Holders of Restricted Stock Units shall have no rights
as shareholders of the Company.  The Committee in its discretion may
permit the holder of such Restricted Stock Units to receive, upon declaration of
a dividend by the Company, a payment of a cash or stock dividend (“dividend
equivalent rights”) that may be payable or may be deferred, including subject to
forfeiture until the restrictions with respect to the underlying Restricted
Stock Units lapse, provided such dividend equivalent rights comply with Section
409A of the Code and any guidance issued thereunder.

       

      Section
9.    
Performance
Awards.  The Committee is hereby authorized to grant
Performance Awards to Participants with terms and conditions that the Committee
shall determine and set forth in the Award Agreement.

       

      (a)   Performance
Conditions.  Performance Awards may be denominated as a cash
amount, number of Shares, or a combination thereof and are Awards which may be
earned upon achievement or satisfaction of performance conditions specified by
the Committee.  In addition, the Committee may specify that any other
Award shall constitute a Performance Award by conditioning the right of a
Participant to exercise the Award or have it settled, and the timing thereof,
upon achievement or satisfaction of such performance conditions as may be
specified by the Committee.  The Committee may use such business
criteria and other measures of performance as it may deem appropriate in
establishing any performance conditions.  Subject to the terms of the
Plan, the performance goals to be achieved during any performance period,


       

       

      
        
          
          

        

        
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      the
length of any performance period, the amount of any Performance Award granted
and the amount of any payment or transfer to be made pursuant to any Performance
Award shall be determined by the Committee.

       

      (b)  Performance
Goals.  Every Performance Award shall, if the Committee intends
that such Award should constitute “qualified performance-based compensation” for
purposes of Section 162(m) of the Code, include a pre-established formula, such
that payment, retention or vesting of the Award is subject to the achievement
during a performance period or periods, as determined by the Committee, of a
level or levels of, or increases in, in each case as determined by the
Committee, one or more performance measures with respect to the
Company.  The performance measures may include, without limitation,
the following: total shareholder return; earnings per share; cash flow; free
cash flow; selling, general and administrative expense; working capital
management; Share price; gross margin; revenue growth; operating income growth;
net earnings; net income (before or after taxes); return on equity; return on
assets or net assets; or any combination of the foregoing, each as determined in
accordance with generally accepted accounting principles, where applicable, as
consistently applied by the Company.  Performance criteria may be
measured on an absolute (e.g., plan or budget) or
relative basis.  Relative performance may be measured against a group
of peer companies, a financial market index, or other acceptable objective and
quantifiable indices.  Except in the case of an award intended to
qualify as “performance-based compensation” under Section 162(m) of the Code, 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 conducts its business, or other events or circumstances render the
performance objectives unsuitable, the Committee may modify the performance
objectives or the related minimum acceptable level of achievement, in whole or
in part, as the Committee deems appropriate and equitable.

       

      (c)  Other
Restrictions.  Performance measures may vary from Performance
Award to Performance Award, respectively, and from Participant to Participant,
and may be established on a stand-alone basis, in tandem or in the
alternative.  The Committee shall have the power to impose such other
restrictions on Awards subject to this paragraph (b) as it may deem necessary or
appropriate to ensure that such Awards satisfy all requirements for
“performance-based compensation” within the meaning of Section 162(m)(4)(C) of
the Code, or any successor provision thereto.  Notwithstanding any
provision of the Plan to the contrary, the Committee shall not be authorized to
increase the amount payable under any Award to which this paragraph (b) applies
upon attainment of such pre-established formula.

       

      (d)  Settlement of Performance
Awards; Other Terms.  Settlement of Performance Awards shall be
in cash, Shares, other Awards or other property, or a combination thereof, in
the discretion of the Committee.  The Committee may, in its
discretion, increase or reduce the amount of a settlement otherwise to be made
in connection with such Performance Awards, but may not exercise discretion to
increase any such amount payable to a “covered employee” in respect of a
Performance Award intended to qualify as “performance-based compensation” for
purposes of Section 162(m) of the Code.  Any settlement which changes
the form of payment from that originally specified shall be implemented in a
manner such that the Performance Award and other related Awards do not, solely
for that reason, fail to qualify as “performance-based compensation” for
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      Committee
shall specify the circumstances in which such Performance Awards shall be paid
or forfeited in the event of termination of employment by the
Participant.

       

      Section
10.   Other Stock-Based Awards.  The Committee is
hereby authorized to grant to Participants such other Awards that may be
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Shares or factors that may influence the
value of Shares.  These factors may include convertible or
exchangeable debt securities, other rights convertible or exchangeable into
Shares, purchase rights for Shares, Awards with value and payment contingent
upon performance of the Company or business units thereof or any other factors
designated by the Committee.  The Committee shall determine the terms
and conditions of such Awards, which will be set forth in an Award
Agreement.  Shares delivered pursuant to an Award in the nature of a
purchase right shall be purchased for such consideration, paid for at such
times, by such methods, and in such forms, including, without limitation, cash,
Shares, other Awards, notes, or other property, as the Committee may
determine.  Cash awards, as an element of or supplement to any other
Award under the Plan, may also be granted hereunder.

       

      Section
11.   Special Rules for Eligible
Directors.

       

      (a)  Annual Awards. Each
Eligible Director may be granted Awards hereunder, including without limitation
Awards prescribed under the director compensation policy of the Company as in
effect from time to time.

       

      (b)  Deferral of Shares by Eligible
Directors.  The Committee in its discretion may permit an
Eligible Director to elect to defer the receipt of Shares otherwise currently
payable to such Eligible Director under paragraph (a) above until such Eligible
Director terminates service as a director or such other date or event as
permitted under rules established by the Board and uniformly
applied.

       

      (c)  Settlement.  As
soon as practicable after an Eligible Director has ceased being a director of
the Company or such other date or event elected by an Eligible Director under
paragraph (b) above, all Awards not previously paid shall be paid to the
Eligible Director or, in the case of the death of the Eligible Director, the
Eligible Director’s Beneficiary, in a single payment.

       

      (d)   Dividend
Equivalents.  The Committee in its discretion may provide that
an Eligible Director (or Beneficiary) will be eligible to receive certain
dividend equivalent amounts.  In such event, the dividend equivalent
amount will be determined and credited as of each dividend payment date by
dividing the aggregate cash dividends that would have been paid had Share
credits awarded or credited (but not yet paid) been actual Shares on the record
date for such dividend by the Fair Market Value of the Shares on the dividend
payment date.

       

      (e)  Payment.  Payments
made to Eligible Directors hereunder will be made in Shares.

       

       

      
        
          
          

        

        
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      Section
12.  
General
Provisions Applicable to Awards.

       

      (a)    Terms and
Conditions.  The terms and conditions of the Awards generally
will be set forth in the Award Agreement.  In the event of any
inconsistency between the Award Agreement and the Plan, the Plan shall
govern.

       

      (b)  Form of
Consideration.  Awards will be granted for no cash
consideration or for such minimal cash consideration as may be required by
applicable law.  Subject to the terms of the Plan, payments or
transfers to be made by the Company upon the grant, exercise or payment of an
Award may be made in the form of cash, Shares, other securities or other Awards,
or any combination thereof, as determined by the Committee in its discretion at
the time of grant.

       

      (c)  Tandem
Awards.  Awards may, in the discretion of the Committee, be
granted either alone or in addition to or in tandem with any other Award or any
award granted under any other plan of the Company.  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, may be granted either at the
same time as or at a different time from the grant of such other Awards or
awards.

       

      (d)  Non-Transferability.  Except
as may be permitted by the Committee or as specifically provided in an Award
Agreement, (i) no Award and no right under any Award shall be assignable,
alienable, saleable or transferable by a Participant otherwise than by will or
pursuant to paragraph (e) below, and (ii) each Award, and each right under
any Award, shall be exercisable during the Participant’s lifetime only by the
Participant or, if permissible under applicable law, by the Participant’s
guardian or legal representative.  The provisions of this paragraph
shall not apply to any Award which has been fully exercised, earned or paid, as
the case may be, and shall not preclude forfeiture of an Award in accordance
with the terms thereof.

       

      (e)  Beneficiary
Designation.  A Participant may designate a Beneficiary or
change a previous Beneficiary designation at such times prescribed by the
Committee by using forms and following procedures approved or accepted by the
Committee for that purpose.  

       

      (f)  Securities
Laws.  All certificates for Shares and/or Shares or other
securities delivered under the Plan pursuant to any Award or the exercise
thereof shall be subject to such stop transfer orders and other restrictions as
the Committee may deem advisable under the Plan or the rules, regulations, and
other requirements of the Securities and Exchange Commission, any stock exchange
upon which such Shares or other securities are then listed, and any applicable
Federal or state securities laws, and the Committee may cause a legend or
legends to be put on any such certificates to make appropriate reference to such
restrictions.

       

      (g)  Change in
Control.  Unless otherwise specifically provided in the
applicable Award Agreement, upon a Change in Control, the Committee shall
determine whether outstanding Options shall become fully exercisable and/or
vested and whether outstanding Awards (other than Options) shall become fully
vested and/or payable or whether restrictions with respect to such Awards shall
lapse.  In addition, the Committee shall determine the 

       

       

      
        
          
          

        

        
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      treatment
of outstanding Awards in connection with any transaction or transactions
resulting in a Change in Control.

       

      Section
13.   Amendments and
Termination.

       

      (a)  Plan.  The Board
may amend, alter, suspend, discontinue, or terminate the Plan or any portion
thereof at any time; provided, however, that no such
amendment, alteration, suspension, discontinuation or termination shall be made
without (i) shareholder approval where the Board deems it necessary or desirable
to qualify or comply with any tax or regulatory requirement, including if such
approval is required by the listed company rules of the stock exchange, if any,
on which the Shares are principally traded or quoted, or (ii) the consent of the
affected Participant, if such action would adversely affect the rights of such
Participant under any outstanding Award, except to the extent any such
amendment, alteration, suspension, discontinuance or termination is made to
cause the Plan to comply with applicable law, stock exchange rules and
regulations or accounting or tax rules and
regulations.  Notwithstanding anything to the contrary herein, the
Committee may amend the Plan in such manner as may be necessary to enable the
Plan to achieve its stated purposes in any jurisdiction in a tax-efficient
manner and in compliance with local rules and regulations.

       

      (b)  Awards.  The
Committee may waive any conditions or rights under, amend any terms of, or
amend, alter, suspend, discontinue or terminate, any Award theretofore granted,
prospectively or retroactively, without the consent of any relevant Participant
or holder or Beneficiary of an Award, provided, however, that no such
action shall adversely affect the rights of any affected Participant or holder
or Beneficiary under any Award theretofore granted under the Plan, except to the
extent any such action is made to cause the Plan or any Award thereunder to
comply with applicable law, stock exchange rules and regulations or accounting
or tax rules and regulations.

       

      (c)  Adjustments.  The
Committee shall be authorized to make adjustments in the terms and conditions
of, and the criteria included in, Awards in recognition of events (including,
without limitation, the events described in Section 4(d)), whenever the
Committee determines that such adjustments are appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan.

       

      (d)  Cancellation of
Awards.  Notwithstanding any provision of the Plan or any Award
Agreement to the contrary (other than the limitation set forth in Section
14(b)), the Committee may cause any Award granted hereunder to be canceled in
consideration of a cash payment or alternative Award made to the holder of such
canceled Award equal in value to the Fair Market Value of such canceled
Award.

       

      Section
14.   Miscellaneous.

       

      (a)  No Rights to
Awards.  No employee, 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 employees, Participants, or holders or Beneficiaries
of Awards under the Plan.  The terms and conditions of Awards need not
be the same with respect to each recipient.  Any Award granted under
the Plan shall be a one-time Award which does not constitute a promise of


       

       

      
        
          
          

        

        
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      future
grants.  The Company, in its sole discretion, maintains the right to
make available future grants hereunder.

       

      (b)  Withholding.  The
Company shall be authorized to withhold from any Award granted or any payment
due or transfer made under any Award or under the Plan or from any compensation
or other amount owing to a Participant the amount (in cash, Shares, other
securities or other Awards) of required withholding taxes due in respect of an
Award, its exercise, or any payment or transfer under such Award or under the
Plan and to take such other action (including, without limitation, providing for
elective payment of such amounts in cash or Shares by the Participant) as may be
necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes.

       

      (c)  Section 409A of the
Code.  It is the intention of the Company that this Plan be
exempt from, or if not so exempt, comply with, the requirements of Section 409A
of the Code and any guidance issued thereunder, including without limitation the
six month delay for payments of deferred compensation to “key employees” upon
separation from service pursuant to Section 409A(a)(2)(B)(i) of the Code (if
applicable), and the Plan shall be interpreted, operated and administered
accordingly.  Further,
(A) any adjustments made pursuant to Section 4 or Section 13 of the Plan to
Awards that are considered “deferred compensation” within the meaning of Section
409A of the Code shall be made in compliance with Section 409A of the Code; and
(B) any adjustments made pursuant to Section 4 or Section 13 of the Plan that
are not considered “deferred compensation” subject to Section 409A of the Code
shall be made in such a manner as to ensure that after such adjustment the
Awards either (i) continue not to be subject to Section 409A of the Code,
or (ii) comply with the requirements of Section 409A of the
Code.  Notwithstanding anything in this Plan to the contrary,
the Company does not guarantee the tax treatment of any payments or benefits
under this Plan, whether pursuant to the Code, federal, state, local or foreign
tax laws or regulations.

       

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

       

      (e)  No Right to Continued
Employment.  The grant of an Award shall not be construed as
giving a Participant the right to be retained in the employ of, or to continue
to provide services to, the Company or any Affiliate.  Further, the
Company or the applicable Affiliate may at any time dismiss a Participant, free
from any liability, or any claim under the Plan, unless otherwise expressly
provided in the Plan or in any Award Agreement or in any other agreement binding
the parties.  The receipt of any Award under the Plan is not intended
to confer any rights on the receiving Participant except as set forth in such
Award.

       

      (f)  Governing
Law.  The validity, construction and effect of the Plan and any
rules and regulations relating to the Plan and any Award Agreement shall be
determined in accordance with the laws of the State of New York, without
application of the conflict of laws principles thereof.

       

       

      
        
          
          

        

        
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      (g)  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 as to any person or Award, 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 intent of the Plan
or the Award, such provision shall be stricken as to such jurisdiction, person
or Award, and the remainder of the Plan and any such Award shall remain in full
force and effect.

       

      (h)  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 and a Participant or any other
person.  To the extent that any person acquires a right to receive
payments from the Company pursuant to an Award, such right shall be no greater
than the right of any unsecured general creditor of the Company.

       

      (i)  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 or other securities shall be paid or transferred in lieu of any fractional
Shares, or whether such fractional Shares or any rights thereto shall be
canceled, terminated or otherwise eliminated.

       

      Section
15.   Term of the Plan.

       

      (a)  Effective
Date.  The Plan shall be effective as of the effective date of
approval of the Plan by the Board and its shareholders.

       

      (b)  Expiration
Date.  No Award shall be granted under the Plan after the tenth
year anniversary of the date of its adoption by the Board.  Unless
otherwise expressly provided in the Plan or in an applicable Award Agreement,
any Award granted under the Plan may extend beyond such date, and the authority
of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any
such Award, or to waive any conditions or rights under any such Award, and the
authority of the Board to amend the Plan, shall extend beyond such
date.

       

       

       

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