ex10-1.htm


    Exhibit
10.1

    
      
      

    

    QUICKSILVER
RESOURCES INC.

    THIRD
AMENDED AND RESTATED

    2006
EQUITY PLAN

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      QUICKSILVER
RESOURCES INC.

      THIRD
AMENDED AND RESTATED

      2006
EQUITY PLAN

    

     

    
      
        
          
             

          

        

      

    

    
      
        
          
            
              
                
                  	SECTION	 	
                          PAGE

                        
	 	 	 
	1.	Purpose	
                          1

                        
	
                          2.

                        	
                          Term

                        	
                          1

                        
	
                          3.

                        	
                          Definitions

                        	
                          1

                        
	
                          4.

                        	
                          Shares
      Available Under Plan

                        	
                          5

                        
	
                          5.

                        	
                          Limitations
      on Awards

                        	
                          6

                        
	
                          6.

                        	
                          Stock
      Options

                        	
                          6

                        
	
                          7.

                        	
                          Appreciation
      Rights

                        	
                          8

                        
	
                          8.

                        	
                          Restricted
      Shares

                        	
                          9

                        
	
                          9.

                        	
                          Restricted
      Stock Units

                        	
                          10

                        
	
                          10.

                        	
                          Performance
      Shares and Performance Units

                        	
                          11

                        
	
                          11.

                        	
                          Senior
      Executive Plan Bonuses

                        	
                          12

                        
	
                          12.

                        	
                          Awards
      to Eligible Directors

                        	
                          13

                        
	
                          13.

                        	
                          Transferability

                        	
                          18

                        
	
                          14.

                        	
                          Adjustments

                        	
                          18

                        
	
                          15.

                        	
                          Fractional
      Shares

                        	
                          19

                        
	
                          16.

                        	
                          Withholding
      Taxes

                        	
                          19

                        
	
                          17.

                        	
                          Administration
      of the Plan

                        	
                          19

                        
	
                          18.

                        	
                          Amendments
      and Other Matters

                        	
                          20

                        
	
                          19.

                        	
                          Governing
      Law

                        	
                          21

                        


                

              

            

          

        

      

    

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    QUICKSILVER
RESOURCES INC.

    THIRD
AMENDED AND RESTATED

    2006
EQUITY PLAN

     

    The
Quicksilver Resources Inc. 2006 Equity Plan (the “Plan”) was established by
Quicksilver Resources Inc., a Delaware corporation (the “Company”), effective as
of May 23, 2006, and approved by stockholders of the Company on
May 23, 2006.  The Company amended and restated the Plan
effective as of May 23, 2007 and November 24, 2008, and again amends
and restates the Plan effective as of May 20, 2009, subject to stockholder
approval.

     

    1.           Purpose.  The
purpose of the Plan is to attract and retain the best available talent and
encourage the highest level of performance by directors, executive officers and
selected employees and consultants, and to provide them incentives to put forth
maximum efforts for the success of the Company’s business, in order to serve the
best interests of the Company and its stockholders.

     

    2.           Term.  The
Plan will expire on May 23, 2016.  No further Awards will be made
under the Plan on or after such date.  Awards that are outstanding on
the date the Plan terminates will remain in effect according to their terms and
the provisions of the Plan.

     

    3.           Definitions.  The
following terms, when used in the Plan with initial capital letters, will have
the following meanings:

     

    (a)           Appreciation
Right means a right granted pursuant to Section 7.

     

    (b)           Award means
the award of a Senior Executive Plan Bonus; the grant of Appreciation Rights,
Stock Options, Performance Shares, Performance Units or Restricted Stock Units;
or the grant or sale of Restricted Shares.  An Award may be an
obligation of the Company or any Subsidiary.

     

    (c)           Board means
the Board of Directors of the Company.

     

    (d)           Change in Control
means the occurrence of any of the following events:

     

    (i)           any
individual, entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Exchange Act) is or becomes the beneficial owner (within the
meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of the
combined voting power of the then-outstanding Voting Stock of the Company;
provided, however, that the following acquisitions will not constitute a Change
in Control:  (A) any acquisition of Voting Stock of the Company
directly from the Company that is approved by a majority of the Incumbent
Directors; (B) any acquisition of Voting Stock of the Company by the Company or
any subsidiary of the Company; (C) any acquisition of Voting Stock of the
Company by the trustee or other fiduciary holding securities under any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
subsidiary of the Company; and (D) any acquisition of Voting Stock of the
Company by Mercury Exploration Company, Quicksilver Energy, L.P.,
The

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Discovery
Fund, Pennsylvania Avenue Limited Partnership, Pennsylvania Management Company,
the estate of Frank Darden, Lucy Darden, Anne Darden Self, Glenn Darden or
Thomas Darden, or their respective successors, assigns, designees, heirs,
beneficiaries, trusts, estates or controlled affiliates;

     

    (ii)           a
majority of the Board ceases to be comprised of Incumbent Directors;
or

     

    (iii)           the
consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the consolidated assets of the
Company (each, a “Business Combination Transaction”) immediately after which (A)
the Voting Stock of the Company outstanding immediately prior to such Business
Combination Transaction does not continue to represent (either by remaining
outstanding or by being converted into Voting Stock of the entity surviving,
resulting from, or succeeding to all or substantially all of the Company’s
consolidated assets as a result of, such Business Combination Transaction or any
parent of such entity), at least 50% of the combined voting power of the then
outstanding shares of Voting Stock of the entity surviving, resulting from, or
succeeding to all or substantially all of the Company’s consolidated assets as a
result of, such Business Combination Transaction or any parent of any such
entity (including, without limitation, an entity which as a result of such
transaction owns the Company or all or substantially all of the Company’s assets
either directly or through one or more subsidiaries).

     

    (e)           Code means
the Internal Revenue Code of 1986, as in effect from time to time.

     

    (f)           Committee
means the Compensation Committee of the Board and, to the extent the
administration of the Plan has been assumed by the Board pursuant to
Section 17 or with respect to the administration of Section 12, the
Board.

     

    (g)           Common Stock
means the common stock, par value $.01 per share, of the Company or any security
into which such Common Stock may be changed by reason of any transaction or
event of the type described in Section 14.

     

    (h)           Covered
Employee means a Participant who is, or is determined by the Committee to
be likely to become, a “covered employee” within the meaning of
Section 162(m) of the Code (or any successor provision) and who is
identified in writing by the Committee as a Covered Employee within the period
specified in Section 11(a) for the fiscal year.

     

    (i)           Date of Grant
means the date specified by the Committee on which an Award will become
effective.

     

    (j)           Deferral
Period means the period of time during which Restricted Stock Units are
subject to deferral limitations under Section 9.

     

    
      
        
        

      

      
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    (k)           Eligible
Director means a member of the Board who is not an employee of the
Company or any Subsidiary.

     

    (l)           Evidence of
Award means an agreement, certificate, resolution or other type or form
of writing or other evidence approved by the Committee which sets forth the
terms and conditions of an Award.  An Evidence of Award may be in any
electronic medium, may be limited to a notation on the books and records of the
Company and need not be signed by a representative of the Company or a
Participant.

     

    (m)           Exchange Act
means the Securities Exchange Act of 1934, as amended.

     

    (n)           Grant Price
means the price per share of Common Stock at which an Appreciation Right is
granted.

     

    (o)           Incumbent
Directors means the individuals who, as of the date first set forth
above, are Directors of the Company and any individual becoming a Director
subsequent to the date thereof whose election, nomination for election by the
Company’s stockholders, or appointment, was approved by a vote of a majority of
the then-Incumbent Directors (either by a specific vote or by approval of the
proxy statement of the Company in which such person is named as a nominee for
director, without objection to such nomination).

     

    (p)           Management
Objectives means the measurable performance objectives, if any,
established by the Committee for a Performance Period that are to be achieved
with respect to an Award.  Management Objectives may be described in
terms of company-wide objectives (i.e., the
performance of the Company and all of its Subsidiaries) or in terms of
objectives that are related to the performance of the individual Participant or
of the division, Subsidiary, department, region or function within the Company
or a Subsidiary in which the Participant receiving the Award is employed or on
which the Participant’s efforts have the most influence.  The
achievement of the Management Objectives established by the Committee for any
Performance Period will be determined without regard to the effect on such
Management Objectives of any acquisition or disposition by the Company of a
trade or business, or of substantially all of the assets of a trade or business,
during the Performance Period and without regard to any change in accounting
standards by the Financial Accounting Standards Board or any successor
entity.

     

    The
Management Objectives applicable to any Award to a Participant who is a Covered
Employee for the fiscal year will be limited to specified levels of, growth in,
or performance in, one or more of the following performance measures (excluding
the effect of extraordinary or nonrecurring items unless the Committee
specifically includes any such extraordinary or nonrecurring item at the time
such Award is granted):

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            
                                                              
                                                                
                                                                  
                                                                    
                                                                      
                                                                        
                                                                          
                                                                            
                                                                              
                                                                                
                                                                                  
                                                                                    
                                                                                      	
                                                                                              (i)

                                                                                            	
                                                                                              profitability
      measures;

                                                                                            
	 	 
	
                                                                                              (ii)

                                                                                            	
                                                                                              cash
      flow measures;

                                                                                            
	 	 
	
                                                                                              (iii)

                                                                                            	
                                                                                              proven
      reserves;

                                                                                            


                                                                                    

                                                                                  

                                                                                

                                                                              

                                                                            

                                                                          

                                                                        

                                                                      

                                                                    

                                                                  

                                                                

                                                              

                                                            

                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    
      
        	
                (iv)

              	
                production
      growth rate;

              
	 	 
	
                (v)

              	
                revenue
      measures;

              
	 	 
	
                (vi)

              	
                business
      unit performance;

              
	 	 
	
                (vii)

              	
                leverage
      measures;

              
	 	 
	
                (viii)

              	
                stockholder
      return;

              
	 	 
	
                (ix)

              	
                expense
      management;

              
	 	 
	
                (x)

              	
                asset
      and liability measures;

              
	 	 
	
                (xi)

              	
                individual
      performance;

              
	 	 
	
                (xii)

              	
                supply
      chain efficiency;

              
	 	 
	
                (xiii)

              	
                productivity
      measures;

              
	 	 
	
                (xiv)

              	
                return
      measures; or

              
	 	 
	
                (xv)

              	
                product
      development and/or
performance.

              


      

    

    
    

     

    If the
Committee determines that, as a result of a change in the business, operations,
corporate structure or capital structure of the Company (other than an
acquisition or disposition described in the first paragraph of this
Section 3(p)), or the manner in which the Company conducts its business, or
any other events or circumstances, the Management Objectives are no longer
suitable, the Committee may in its discretion modify such Management Objectives
or the related minimum acceptable level of achievement, in whole or in part,
with respect to a Performance Period as the Committee deems appropriate and
equitable.

     

    (q)           Market Value per
Share means, at any date, the closing sale price of the Common Stock on
that date (or, if there are no sales on that date, the last preceding date on
which there was a sale) on the principal national securities exchange or in the
principal market on or in which the Common Stock is traded.

     

    (r)           Option Price
means the purchase price per share payable on exercise of a Stock
Option.

     

    (s)           Participant
means a (i) person who is selected by the Committee to receive an Award
under the Plan and who at that time is an executive officer or other employee of
or a consultant to the Company or any Subsidiary or (ii) an Eligible
Director.

     

    (t)           Performance
Period means, with respect to an Award, a period of time within which the
Management Objectives relating to such Award are to be measured.  The
Performance Period for a Senior Executive Plan Bonus will be the fiscal year of
the

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

    Company,
and, unless otherwise expressly provided in the Plan, the Performance Period for
all other Awards will be established by the Committee at the time of the
Award.

     

    (u)           Performance
Share means a bookkeeping entry that records the equivalent of one share
of Common Stock awarded pursuant to Section 10.

     

    (v)           Performance
Unit means a unit equivalent to $1.00 (or such other value as the
Committee determines) granted pursuant to Section 10.

     

    (w)           Restricted Stock
Units means an Award pursuant to Section 9 of the right to receive
shares of Common Stock, cash or other consideration at the end of a specified
Deferral Period.

     

    (x)           Restricted
Shares means shares of Common Stock granted or sold pursuant to
Section 8 or Section 12 as to which neither the ownership restrictions
nor the restrictions on transfer have expired.

     

    (y)           Rule 16b-3
means Rule 16b-3 under Section 16 of the Exchange Act as amended (or any
successor rule to the same effect), as in effect from time to time.

     

    (z)           Senior Executive
Plan Bonus means an Award of annual incentive compensation made pursuant
to and subject to the conditions set forth in Section 11.

     

    (aa)           Spread means
the excess of the Market Value per Share on the date an Appreciation Right is
exercised over (i) the Option Price provided for in the Stock Option
granted in tandem with the Appreciation Right or (ii) if there is no tandem
Stock Option, the Grant Price provided for in the Appreciation Right, in either
case multiplied by the number of shares of Common Stock in respect of which the
Appreciation Right is exercised.

     

    (bb)           Stock Option
means the right to purchase shares of Common Stock upon exercise of an option
granted pursuant to Section 6 or Section 12.

     

    (cc)           Subsidiary
means (i) any corporation of which at least 50% of the combined voting
power of the then outstanding shares of Voting Stock is owned directly or
indirectly by the Company, (ii) any partnership of which at least 50% of
the profits interest or capital interest is owned directly or indirectly by the
Company and (iii) any other entity of which at least 50% of the total
equity interest is owned directly or indirectly by the Company.

     

    (dd)           Voting Stock
means the securities entitled to vote generally in the election of directors or
persons who serve similar functions.

     

    4.           Shares Available
Under Plan.  The aggregate number of shares of Common Stock
that may be (i) subject to an Award of Appreciation Rights or Stock Options
or (ii) issued or transferred as Restricted Shares and released from all
restrictions or in payment of Performance Shares, Performance Units, Restricted
Stock Units or Senior Executive Plan Bonuses
will not exceed in the aggregate 15 million shares.  Such shares
may be shares of

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    original
issuance, treasury shares, shares acquired by the Company or any of its
Subsidiaries in the open market or otherwise  or a combination of the
foregoing.  The number of shares of Common Stock available under this
Section 4 will be subject to adjustment as provided in Section 14 and
will be further adjusted to include shares that relate to Awards that
(i) expire or are forfeited, (ii) are withheld by, or tendered to, the
Company or a Subsidiary in payment of the Option Price with respect to a Stock
Option or in satisfaction of the taxes required to be withheld in connection
with any Award granted under the Plan or (iii) are subject to an
Appreciation Right that are not transferred to a Participant upon exercise of
the Appreciation Right.

     

    5.           Limitations on
Awards.  Awards under the Plan will be subject to the following
limitations:

     

    (a)           No
more than 15 million shares of Common Stock, subject to adjustment as
provided in Section 4, may be subject to an Award of Stock Options that are
intended to qualify as incentive stock options under Section 422 of the
Code.

     

    (b)           The
maximum number of shares of Common Stock that may be subject to all Awards
granted to a Participant during any calendar year will not exceed 1,500,000
shares.  The limitations set forth in this Section 5(b) will
apply without regard to whether an Award is settled in cash or in shares of
Common Stock.

     

    (c)           The
maximum aggregate cash value of payments to any Participant for any Performance
Period pursuant to an award of Performance Units will not exceed
$5 million.

     

    (d)           The
payment of a Senior Executive Plan Bonus to any Participant will not exceed
$5 million.

     

    6.           Stock
Options.  The Committee may from time to time authorize grants
of options to any Participant to purchase shares of Common Stock upon such terms
and conditions as it may determine in accordance with this
Section 6.  Each Participant who is an employee of the Company or
any Subsidiary will be eligible to receive a grant of Stock Options that are
intended to qualify as incentive stock options within the meaning of
Section 422 of the Code.  Each grant of Stock Options may utilize
any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions:

     

    (a)           Each
grant will specify the number of shares of Common Stock to which it
relates.

     

    (b)           Each
grant will specify the Option Price, which will not be less than 100% of the
Market Value per Share on the Date of Grant.

     

    (c)           Each
grant will specify whether the Option Price will be payable (i) in cash or
by check acceptable to the Company or a Subsidiary, as the case may be, or by
wire transfer of immediately available funds, (ii) by the actual or
constructive transfer to the Company or a Subsidiary of shares of Common Stock
owned by the Participant and having an aggregate Market Value per Share at the
date of exercise equal to the aggregate Option
Price, (iii) with the consent of the Committee, by authorizing the Company
or a

     

    
      
        
        

      

      
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    Subsidiary
to withhold a number of shares of Common Stock otherwise issuable or deliverable
to the Participant having an aggregate Market Value per Share on the date of
exercise equal to the aggregate Option Price, (iv) by a combination of such
methods of payment or (v) by any other method of payment approved by the
Committee; provided, however, that the payment methods described in clauses (ii)
and (iii) will not be available at any time that the Company or, if applicable,
the Subsidiary is prohibited from purchasing or acquiring such shares of Common
Stock.

     

    (d)           To
the extent permitted by law, any grant may provide for deferred payment of the
Option Price from the proceeds of sale through a bank or broker of some or all
of the shares to which such exercise relates.

     

    (e)           Successive
grants may be made to the same Participant whether or not any Stock Options or
other Awards previously granted to such Participant remain unexercised or
outstanding.

     

    (f)           Each
grant will specify the required period or periods of continuous service by the
Participant with the Company or any Subsidiary that are necessary before the
Stock Options or installments thereof will become exercisable.

     

    (g)           Any
grant may specify the Management Objectives that must be achieved as a condition
to the exercise of the Stock Options.

     

    (h)           Any
grant may provide for the earlier exercise of the Stock Options in the event of
a Change in Control or other similar transaction or event.

     

    (i)           Stock
Options may be (i) options which are intended to qualify under particular
provisions of the Code, (ii) options which are not intended to so qualify
or (iii) combinations of the foregoing.

     

    (j)           On
or after the Date of Grant, the Committee may provide for the payment to the
Participant of dividend equivalents thereon in cash or Common Stock on a
current, deferred or contingent basis.

     

    (k)           No
Stock Option will be exercisable more than ten years from the Date of Grant,
unless the Evidence of Award provides for an extended exercise period in the
event of death, disability or retirement.

     

    (l)           The
Committee will have the right to substitute Appreciation Rights for outstanding
Options granted to one or more Participants, provided the terms and the economic
benefit of the substituted Appreciation Rights are at least equivalent to the
terms and economic benefit of such Options, as determined by the Committee in
its discretion.

     

    (m)           Any
grant may provide for the effect on the Stock Options or any shares of Common
Stock issued, or other payment made, with respect to the Stock Options of any
conduct
of the Participant determined by the Committee to be injurious, detrimental or
prejudicial to any significant interest of the Company or any
Subsidiary.

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    (n)           Each
grant will be evidenced by an Evidence of Award, which may contain such terms
and provisions, consistent with the Plan, as the Committee may approve,
including without limitation provisions relating to the Participant’s
termination of employment or other termination of service by reason of
retirement, death, disability or otherwise.

     

    7.           Appreciation
Rights.  The Committee may also from time to time authorize
grants to any Participant of Appreciation Rights upon such terms and conditions
as it may determine in accordance with this
Section 7.  Appreciation Rights may be granted in tandem with
Stock Options or separate and apart from a grant of Stock Options.  An
Appreciation Right will be a right of the Participant to receive from the
Company or a Subsidiary upon exercise an amount which will be determined by the
Committee at the Date of Grant and will be expressed as a percentage of the
Spread (not exceeding 100%) at the time of exercise.  An Appreciation
Right granted in tandem with a Stock Option may be exercised only by surrender
of the related Stock Option.  Each grant of an Appreciation Right may
utilize any or all of the authorizations, and will be subject to all of the
requirements, contained in the following provisions:

     

    (a)           Each
grant will state whether it is made in tandem with Stock Options and, if not
made in tandem with any Stock Options, will specify the number of shares of
Common Stock in respect of which it is made.

     

    (b)           Each
grant made in tandem with Stock Options will specify the Option Price and each
grant not made in tandem with Stock Options will specify the Grant Price, which
in either case will not be less than 100% of the Market Value per Share on the
Date of Grant.

     

    (c)           Any
grant may provide that the amount payable on exercise of an Appreciation Right
may be paid (i) in cash or other consideration, (ii) in shares of
Common Stock having an aggregate Market Value per Share equal to the Spread (or
the designated percentage of the Spread) or (iii) in a combination thereof,
as determined by the Committee in its discretion.

     

    (d)           Any
grant may specify that the amount payable to the Participant on exercise of an
Appreciation Right may not exceed a maximum amount specified by the Committee at
the Date of Grant.

     

    (e)           Successive
grants may be made to the same Participant whether or not any Appreciation
Rights or other Awards previously granted to such Participant remain unexercised
or outstanding.

     

    (f)           Each
grant will specify the required period or periods of continuous service by the
Participant with the Company or any Subsidiary that are necessary before the
Appreciation Rights or installments thereof will become exercisable, and will
provide that no Appreciation Rights may be exercised except at a time when the
Spread is positive
and, with respect to any grant made in tandem with Stock Options, when the
related Stock Options are also exercisable.

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

     

    (g)           Any
grant may specify the Management Objectives that must be achieved as a condition
to the exercise of the Appreciation Rights.

     

    (h)           Any
grant may provide for the earlier exercise of the Appreciation Rights in the
event of a Change in Control or other similar transaction or event.

     

    (i)           On
or after the Date of Grant, the Committee may provide for the payment to the
Participant of dividend equivalents thereon in cash or Common Stock on a
current, deferred or contingent basis.

     

    (j)           No
Appreciation Right will be exercisable more than ten years from the Date of
Grant.

     

    (k)           Any
grant may provide for the effect on the Appreciation Rights or any shares of
Common Stock issued, or other payment made, with respect to the Appreciation
Rights of any conduct of the Participant determined by the Committee to be
injurious, detrimental or prejudicial to any significant interest of the Company
or any Subsidiary.

     

    (l)           Each
grant will be evidenced by an Evidence of Award, which may contain such terms
and provisions, consistent with the Plan, as the Committee may approve,
including without limitation provisions relating to the Participant’s
termination of employment or other termination of service by reason of
retirement, death, disability or otherwise.

     

    8.           Restricted
Shares.  The Committee may also from time to time authorize
grants or sales to any Participant of Restricted Shares upon such terms and
conditions as it may determine in accordance with this
Section 8.  Each grant or sale will constitute an immediate
transfer of the ownership of shares of Common Stock to the Participant in
consideration of the performance of services, entitling such Participant to
voting and other ownership rights, but subject to the restrictions set forth in
this Section 8.  Each such grant or sale may utilize any or all
of the authorizations, and will be subject to all of the requirements, contained
in the following provisions:

     

    (a)           Each
grant or sale may be made without additional consideration or in consideration
of a payment by the Participant that is less than the Market Value per Share at
the Date of Grant, except as may otherwise be required by the Delaware General
Corporation Law or other applicable law.

     

    (b)           Each
grant or sale may limit the Participant’s dividend rights during the period in
which the shares of Restricted Shares are subject to any such
restrictions.

     

    (c)           Each
grant or sale will provide that the Restricted Shares will be subject, for a
period to be determined by the Committee at the Date of Grant, to one or more
restrictions, including without limitation a restriction that constitutes a
“substantial risk of forfeiture” within the meaning of Section 83 of the
Code and the regulations of the

    Internal
Revenue Service under such section.  Except as provided in Section
8(d), 8(e) or 12(d), the restrictions imposed on Restricted Shares will not
terminate at a rate that is faster than 1/3rd of the Restricted Shares on each
anniversary of the Date of Grant.

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    (d)           Any
grant or sale may specify the Management Objectives that, if achieved, will
result in the termination or early termination of the restrictions applicable to
the shares, provided that the Performance Period associated with such Management
Objectives will be a period of no less than 12 calendar months.

     

    (e)           Any
grant or sale may provide for the early termination of any such restrictions in
the event of a Change in Control or other similar transaction or event or the
Participant’s termination of employment or service by reason of death,
disability, retirement or otherwise.

     

    (f)           Each
grant or sale will provide that during the period for which such restriction or
restrictions are to continue, the transferability of the Restricted Shares will
be prohibited or restricted in a manner and to the extent prescribed by the
Committee at the Date of Grant (which restrictions may include without
limitation rights of repurchase or first refusal in favor of the Company or
provisions subjecting the Restricted Shares to continuing restrictions in the
hands of any transferee).

     

    (g)           Any
grant or sale may provide for the effect on the Restricted Shares or any shares
of Common Stock issued free of restrictions, or other payment made, with respect
to the Restricted Shares of any conduct of the Participant determined by the
Committee to be injurious, detrimental or prejudicial to any significant
interest of the Company or any Subsidiary.

     

    (h)           Each
grant or sale will be evidenced by an Evidence of Award, which may contain such
terms and provisions, consistent with the Plan, as the Committee may approve,
including without limitation provisions relating to the Participant’s
termination of employment or other termination of service by reason of
retirement, death, disability or otherwise.

     

    9.           Restricted Stock
Units.  The Committee may also from time to time authorize
grants or sales to any Participant of Restricted Stock Units upon such terms and
conditions as it may determine in accordance with this
Section 9.  Each grant or sale will constitute the agreement by
the Company or a Subsidiary to deliver shares of Common Stock, cash or other
consideration to the Participant in the future in consideration of the
performance of services, subject to the fulfillment during the Deferral Period
of such conditions as the Committee may specify.  Each such grant or
sale may utilize any or all of the authorizations, and will be subject to all of
the requirements, contained in the following provisions:

     

    (a)           Each
grant or sale may be made without additional consideration from the Participant
or in consideration of a payment by the Participant that is less than the Market
Value per Share on the Date of Grant, except as may otherwise be required by the
Delaware General Corporation Law or other applicable law.

     

    (b)           Each
grant or sale will provide that the Restricted Stock Units will be subject to a
Deferral Period, which will be fixed by the Committee on the Date of
Grant.  Except as provided in Section 9(c) or 9(d), the Deferral
Period will not terminate at a rate

     

    
      
        
        

      

      
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    that is
faster than 1/3rd of the Restricted Stock Units on each anniversary of the Date
of Grant.

     

    (c)           Any
grant or sale may specify the Management Objectives that, if achieved, will
result in the termination or early termination of the Deferral Period, provided
that the Performance Period associated with such Management Objectives will be a
period of no less than 12 calendar months.

     

    (d)           Any
grant or sale may provide for the earlier termination of the Deferral Period in
the event of a Change in Control or other similar transaction or event or the
Participant’s termination of employment or service by reason of death,
disability, retirement or otherwise.

     

    (e)           During
the Deferral Period, the Participant will not have any right to transfer any
rights under the Restricted Stock Units, and will not have any rights of
ownership in or any right to vote any shares of Common Stock that may be issued
in settlement of Restricted Stock Units, but the Committee may on or after the
Date of Grant authorize the payment of dividend equivalents on such shares in
cash or Common Stock on a current, deferred or contingent basis.

     

    (f)           Any
grant or sale may provide for the effect on the Restricted Stock Units or any
shares of Common Stock issued free of restrictions, or other payment made, with
respect to the Restricted Stock Units of any conduct of the Participant
determined by the Committee to be injurious, detrimental or prejudicial to any
significant interest of the Company or any Subsidiary.

     

    (g)           Each
grant or sale will be evidenced by an Evidence of Award, which will contain such
terms and provisions as the Committee may determine consistent with the Plan,
including without limitation provisions relating to the Participant’s
termination of employment or other termination of service by reason of
retirement, death, disability or otherwise.

     

    10.           Performance Shares
and Performance Units.  The Committee may also from time to
time authorize grants to any Participant of Performance Shares and Performance
Units, which will become payable upon achievement of specified Management
Objectives, upon such terms and conditions as it may determine in accordance
with this Section 10.  Each such grant may utilize any or all of
the authorizations, and will be subject to all of the requirements, contained in
the following provisions:

     

    (a)           Each
grant will specify the number of Performance Shares or Performance Units to
which it relates.

     

    (b)           The
Performance Period with respect to each Performance Share and Performance Unit
will be determined by the Committee at the time of grant and will be a period of
no less than 12 calendar months.

     

    (c)           Each
grant will specify the Management Objectives that, if achieved, will result in
the payment of the Performance Shares or Performance Units.

     

    
      
        
        

      

      
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    (d)           Each
grant will specify the time and manner of payment of Performance Shares or
Performance Units which have become payable, which payment may be made in
(i) cash, (ii) shares of Common Stock having an aggregate Market Value
per Share equal to the aggregate value of the Performance Shares or Performance
Units which have become payable or (iii) any combination thereof, as
determined by the Committee in its discretion at the time of
payment.

     

    (e)           Any
grant of Performance Shares may specify that the amount payable with respect
thereto may not exceed a maximum specified by the Committee on the Date of
Grant.  Any grant of Performance Units may specify that the amount
payable, or the number of shares of Common Stock issued, with respect to the
Performance Units may not exceed maximums specified by the Committee on the Date
of Grant.

     

    (f)           On
or after the Date of Grant, the Committee may provide for the payment to the
Participant of dividend equivalents on Performance Shares in cash or Common
Stock on a current, deferred or contingent basis.

     

    (g)           Any
grant may provide for the effect on the Performance Shares or Performance Units
or any shares of Common Stock issued, or other payment made, with respect to the
Performance Shares or Performance Units of any conduct of the Participant
determined by the Committee to be injurious, detrimental or prejudicial to any
significant interest of the Company or any Subsidiary.

     

    (h)           Each
grant will be evidenced by an Evidence of Award, which will contain such terms
and provisions as the Committee may determine consistent with the Plan,
including without limitation provisions relating to the payment of the
Performance Shares or Performance Units in the event of a Change in Control or
other similar transaction or event and provisions relating to the Participant’s
termination of employment or other termination of service by reason of
retirement, death, disability or otherwise.

     

    11.           Senior Executive
Plan Bonuses.  The Committee may from time to time authorize
the payment of annual incentive compensation to a Participant who is a Covered
Employee, which incentive compensation will become payable upon achievement of
specified Management Objectives.  Subject to Section 5(d), Senior
Executive Plan Bonuses will be payable upon such terms and conditions as the
Committee may determine in accordance with the following
provisions:

     

    (a)           No
later than 90 days after the first day of the Company’s fiscal year, the
Committee will specify the Management Objectives that, if achieved, will result
in the payment of a Senior Executive Plan Bonus for such year.

     

    (b)           Following
the close of the Company’s fiscal year, the Committee will certify in writing
whether the specified Management Objectives have been
achieved.  Approved minutes of a meeting of the Committee at which
such certification is made will be
treated as written certification for this purpose.  The Committee will
also specify the time and manner of payment of a Senior Executive Plan Bonus
which becomes payable,

     

    
      
        
        

      

      
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    which
payment may be made in (i) cash or other consideration, (ii) shares of
Common Stock having an aggregate Market Value per Share equal to the aggregate
value of the Senior Executive Plan Bonus which has become payable or
(iii) any combination thereof, as determined by the Committee in its
discretion at the time of payment.

     

    (c)           If
a Change in Control occurs during a Performance Period, the Senior Executive
Plan Bonus payable to each Participant for the Performance Period will be
determined at the highest level of achievement of the Management Objectives,
without regard to actual performance and without proration for less than a full
Performance Period.  The Senior Executive Plan Bonus will be paid at
such time following the Change in Control as the Committee determines in its
discretion, but in no event later than 30 days after the date of an event which
results in a Change in Control.

     

    (d)           Each
grant may be evidenced by an Evidence of Award, which will contain such terms
and provisions as the Committee may determine consistent with the Plan,
including without limitation provisions relating to the Participant’s
termination of employment by reason of retirement, death, disability or
otherwise.

     

    12          Awards to Eligible
Directors.

     

    (a)           Each
individual who first becomes an Eligible Director after December 31, 2008,
on a date subsequent to the first business day of a calendar year will be
granted (i) a number of Restricted Shares as of the date such individual
becomes an Eligible Director equal to $49,500 (if the individual becomes an
Eligible Director prior to July 1 of any year) or $24,750 (if the individual
becomes an Eligible Director on or after July 1 of any year) divided by the
Market Value per Share as of the date the individual first becomes an Eligible
Director, and (ii) a Stock Option as of the date the individual first
becomes an Eligible Director to purchase a number of shares of Common Stock
equal to $49,500 (if the individual becomes an Eligible Director prior to
July 1 of any year) or $24,750 (if the individual becomes an Eligible
Director on or after July 1 of any year) divided by the Fair Value (as
hereinafter defined).  For purposes of this Section ‎12‎(a),
an Eligible Director who ceases to be a member of the Board and thereafter
becomes an Eligible Director again will be deemed to first become an Eligible
Director on the date that such individual again becomes an Eligible
Director.

     

    (b)           On
the first business day of each calendar year beginning during the term of the
Plan and after December 31, 2008, each individual who is an Eligible
Director (i) will be granted as of such first business day a number of
Restricted Shares equal to $49,500 divided by the Market Value per Share as of
that date, (ii) will be granted as of such first business day a Stock
Option to purchase a number of shares of Common Stock determined by dividing
$49,500 by the Fair Value as of that date, and (iii) may elect to receive
either an additional grant of Restricted Shares or a Stock Option to purchase
shares of Common Stock in lieu of all or any portion of additional cash
compensation of $106,000, provided that, in either case, the Eligible Director
has elected in writing on or prior to
the last day of the preceding calendar year to receive the Restricted Shares or
the Stock Option described in this Section ‎12‎(b)(iii)
in lieu of an equivalent amount of cash compensation from the
Company.  If applicable, the number of Restricted Shares to
be

     

    
      
        
        

      

      
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    granted
under Section 12(b)(iii) will be determined by dividing the amount of cash
compensation the Restricted Shares are replacing by the Market Value per Share
as of such first business day of the calendar year, and the number of shares
covered by a Stock Option elected under Section 12(b)(iii) will be determined by
dividing the amount of cash compensation the Stock Option is replacing by the
Fair Value as of such first business day of the calendar year.

     

    (c)          For
purposes of this Section 12, “Fair Value” means either the Black Scholes
Value (described below) or the value of a Stock Option to purchase one share of
Common Stock calculated using such other valuation methodology as may at the
time of grant be used by the Company to value Stock Options for financial
reporting purposes, in each case calculated as of the date of grant of the Stock
Option.  For this purpose, “Black Scholes Value” means the value of a
Stock Option to purchase one share of Common Stock calculated using the Black
Scholes option value model.  Unless otherwise provided by the Board
prior to the applicable date of grant, the Black Scholes option valuation for a
Stock Option to be granted on any date will be based on the following
assumptions:

     

    (i)           the
then current price of a share of Common Stock is equal to the Market Value per
Share of Common Stock as of the date of grant of the Stock Option;

     

    (ii)           the
per share Option Price is equal to the Market Value per Share of Common Stock as
of the date of grant of the Stock Option;

     

    (iii)           the
time until expiration of the Stock Option is equal to the actual time until
expiration of the Stock Option (determined without regard to the provisions of
Sections 12(e)(vii) and 12(e)(viii));

     

    (iv)           the
risk-free interest rate is the asked yield rate, as of the business day
preceding the date of grant of the Stock Option and as reported in the Wall
Street Journal, for the U.S. Treasury Note or Bond having a maturity date that
is closest to the date that is five years after the date of grant of the Stock
Option;

     

    (v)           the
volatility of the price of the Common Stock is calculated based on the closing
price of a share of Common Stock on the last trading day of each month for each
of the 60 months preceding the month in which the date of grant of the Stock
Option occurs; and

     

    (vi)           the
dividend yield on the Common Stock equals the rate determined by dividing the
product of four and the most recent quarterly dividend on the Common Stock as of
the date of grant of the Stock Option by the Market Value per Share of Common
Stock as of the date of grant of the Stock Option.

     

    (d)           Each
grant of Restricted Shares to an Eligible Director may utilize any or all of the
authorizations, and will be subject to all of the requirements, contained in the
following provisions:

     

    
      
        
        

      

      
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    (i)                      At
the time of grant of Restricted Shares to an Eligible Director, either
(A) a stock certificate evidencing the shares of Common Stock granted will
be registered in the Eligible Director’s name to be held by the Company for his
or her account or (B) an appropriate entry evidencing the Eligible
Director’s ownership of the shares of Common Stock granted will be made in the
stock ownership records or other books and records maintained by or on behalf of
the Company.  The Eligible Director will have the entire beneficial
ownership interest in, and all rights and privileges of a stockholder as to,
such Restricted Shares, including the right to vote such Restricted Shares and,
unless the Board will determine otherwise, the right to receive dividends
thereon, subject to the following: (1) subject to Section 12(d)(iii),
the Eligible Director will not be entitled to delivery of any stock certificate
evidencing such Restricted Shares until the expiration of the restriction period
described in Section 12(d)(ii); (2) none of the Restricted Shares may be
sold, transferred, assigned, pledged, or otherwise encumbered or disposed of
during the restriction period; and (3) all of the Restricted Shares will be
forfeited and all rights of the Eligible Director to the Restricted Shares will
terminate without further obligation on the part of the Company unless the
Eligible Director remains as a member of the Board for the entire restriction
period, except as provided by Section 12(d)(iii).  Any shares of
Common Stock or other securities or property received as a result of a
transaction described in Section 14 will be subject to the same
restrictions as such Restricted Shares.

     

    (ii)           Each
grant of Restricted Shares under Section 12(a) or 12(b)(i) will become
nonforfeitable and the restrictions described in Section 12(d)(i) will
expire as to 1/3rd of the total number of shares subject thereto on each of the
first three anniversaries of the date of grant of Restricted Shares; provided,
in each case, that the Eligible Director who received the Restricted Shares has
remained a member of the Board through each such anniversary
date.  Each grant of Restricted Shares under Section 12(b)(iii) will
become nonforfeitable and the restrictions described in Section 12(d)(i)
will expire as to the total number of shares subject thereto on the first
anniversary of the date of grant of Restricted Shares; provided, in each case,
that the Eligible Director who received the Restricted Shares has remained a
member of the Board through such anniversary date.

     

    (iii)           Except
as provided in an Evidence of Award, upon an Eligible Director’s ceasing to be a
member of the Board prior to the end of a restriction period for any reason, the
Eligible Director will immediately forfeit all Restricted Shares then subject to
the restrictions of Section 12(d)(i), unless the Board, in its discretion,
allows the Eligible Director to retain any or all of the Restricted Shares then
subject to such restrictions, in which case the restriction period applicable to
the
retained shares will immediately expire and all restrictions applicable to the
retained shares will immediately lapse.

     

    (iv)           At
the end of the restriction period, or at such earlier time as provided for in
Section 12(d)(iii) or as the Board, in its sole discretion,
may

     

    
      
        
        

      

      
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    otherwise
determine, all restrictions applicable to the Restricted Shares will lapse and,
if the Restricted Shares are evidenced by a stock certificate, a stock
certificate evidencing a number of shares of Common Stock equal to the number of
Restricted Shares, free of all restrictions, will be delivered to the Eligible
Director.

     

    (e)           Each
grant of Stock Options to an Eligible Director may utilize any or all of the
authorizations, and will be subject to all the requirements, contained in the
following provisions:

     

    (i)           Each
grant will specify the Option Price, which will equal 100% of the Market Value
per Share on the Date of Grant.

     

    (ii)           Each
Stock Option will be exercisable only to the extent that it is
vested.  Each Stock Option granted under Section 12(a) or
12(b)(ii) will vest as to 1/3rd of the total number of shares of Common Stock
subject thereto (rounded up to the nearest whole share) on each of the first
three anniversaries of the date of grant of the Stock Option; provided, in each
case, that the Eligible Director who received the Stock Option has remained a
member of the Board through each such anniversary date.  Except as may
otherwise be provided in the agreement evidencing the Stock Option or as
determined by the Board, each Stock Option granted under Section 12(b)(iii) will
vest as to 1/12th of the total number of shares of Common Stock subject thereto
(rounded up to the nearest whole share) on the last day of the first full
calendar month following the date of grant of the Stock Option, as to 1/12th of
the total number of shares subject thereto (rounded up to the nearest whole
share) on the last day of each of the 10 succeeding calendar months, and as to
the balance of the shares of Common Stock subject thereto on the last day of the
calendar month preceding the one-year anniversary of the date of grant of the
Stock Option; provided, in each case, that the Eligible Director who received
the Stock Option has remained a member of the Board through the respective
vesting date.

     

    (iii)           No
Stock Option will be exercisable more than ten years from the Date of
Grant.

     

    (iv)           Each
Stock Option granted to an Eligible Director will be a nonqualified stock option
and will not be an “incentive stock option” within the meaning of
Section 422 of the Code.

     

    (v)           Each
grant will specify whether the Option Price will be payable (i) in cash or
by check acceptable to the Company, (ii) by the actual or constructive
transfer to the Company of shares of Common Stock owned by the Eligible
Director and having an aggregate Market Value per Share at the date of exercise
equal to the aggregate Option Price, (iii) by authorizing the Company to
withhold a number of shares of Common Stock otherwise issuable to the Eligible
Director having an aggregate Market Value per Share on the date of exercise
equal to the aggregate Option Price, (iv) by a combination of such methods
of

     

    
      
        
        

      

      
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    payment
or (v) by any other method of payment approved by the Board; provided,
however, that the payment methods described in clauses (ii) and (iii) will not
be available at any time that the Company is prohibited from purchasing or
acquiring such shares of Common Stock.

     

    (vi)           During
an Eligible Director’s lifetime, the Stock Option may be exercised only by the
Eligible Director.  Stock Options will not be transferable, except for
exercise by the Eligible Director’s legal representatives or heirs; provided,
however, that an Eligible Director may, with prior approval from the Board (or
its designee), transfer an exercisable Stock Option to (A) a member or
members of the Eligible Director’s immediate family, (B) a trust, the
beneficiaries of which consist exclusively of members of the Eligible Director’s
immediate family, (C) a partnership, the partners of which consist
exclusively of members of the Eligible Director’s immediate family, or
(D) any similar entity created for the exclusive benefit of members of the
Eligible Director’s immediate family.  The Board or its designee must
approve the form of any transfer of a Stock Option to or for the benefit of any
immediate family member or members before such transfer will be recognized as
valid hereunder.  For purposes of the preceding sentence, any remote,
contingent interest of persons other than a member of the Eligible Director’s
immediate family will be disregarded.  For purposes of this
Section 12(e)(vi), immediate family means an Eligible Director’s spouse,
children and grandchildren, including step and adopted children and
grandchildren.

     

    (vii)                      Upon
an Eligible Director’s ceasing to be a member of the Board for any reason other
than death, each Stock Option of such Eligible Director will be exercisable only
as to those shares of Common Stock which were then subject to the exercise of
such Stock Option.  The Stock Option will expire: (A) unless
exercised, five years after the Eligible Director’s retirement from the Board if
the Eligible Director retires at or after age 55 with at least five years of
service on the Board; (B) unless exercised, five years after the date the
Eligible Director’s service on the Board is terminated due to the Eligible
Director’s total and permanent disability; (C) upon the Eligible Director’s
service on the Board being terminated for cause pursuant to Section 141(k) of
the Delaware General Corporation Law (or any successor provision); or
(D) unless exercised, three months after the date of such
termination.  In no event, however, will any Stock Option be
exercisable pursuant to this Section 12(e)(vii) after the tenth anniversary
of the Date of Grant or after any earlier termination in accordance with the
terms of the agreement evidencing the Stock Option.

     

    (viii)           Upon
the death of an Eligible Director during his or her term of service on the
Board, a Stock Option will be exercisable only as to those shares of Common
Stock which were subject to the exercise of the Stock Option at the time
of his or
her death.  The Stock Option will expire, unless exercised by the
Eligible Director’s legal representatives or heirs, five years after the date of
death.  In no event, however, will any Stock Option be exercisable
pursuant to this Section 12(e)(viii) after the tenth anniversary of the
Date of Grant or after any

     

    
      
        
        

      

      
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    earlier
termination in accordance with the terms of the agreement evidencing the Stock
Option.

     

    (ix)           Except
as otherwise determined by the Board, the vesting schedule applicable to a Stock
Option requires continued service through each applicable vesting date as a
condition to the vesting of the applicable installment of the Stock
Option.  Service for only a portion of a vesting period, even if
substantial, will not entitle the Eligible Director to any proportionate vesting
or avoid or mitigate a termination of rights and benefits upon or following a
termination of service as a Board member as provided in Section 12(e)(vii)
or 12(e)(viii).

     

    13.           Transferability.  Except
as provided in Section 12(e)(vi) or as otherwise authorized by the Committee, no
Award may be sold, pledged, assigned or transferred in any manner other than by
will or the laws of descent and distribution or pursuant to a qualified domestic
relations order; provided, however, that a Participant who is an officer of the
Company may, with the prior approval of the Committee, transfer a Stock Option
that is not intended to be an “incentive stock option” (within the meaning of
Section 422 of the Code) to family members of the Participant, including to
trusts in which family members of the Participant own more than 50% of the
beneficial interests, to foundations in which family members of the Participant
or the Participant controls the management of assets and to other entities in
which more than 50% of the voting interests are owned by family members of the
Participant or the Participant.  Except as otherwise authorized by the
Committee, no Stock Option or Appreciation Right granted to a Participant will
be exercisable during the Participant’s lifetime by any person other than the
Participant or the Participant’s guardian or legal representative or any
permitted transferee.

     

    14.           Adjustments.

     

    (a)           The
Committee will make or provide for such adjustments in (i) the maximum
number of shares of Common Stock specified in Sections 4 and 5,
(ii) the number of shares of Common Stock covered by outstanding Stock
Options, Appreciation Rights, Performance Shares and Restricted Stock Units
granted under the Plan, (iii) the Option Price or Grant Price applicable to
any Stock Options and Appreciation Rights, and (iv) the kind of shares
covered by any such Awards (including shares of another issuer), as is equitably
required to prevent dilution or enlargement of the rights of Participants that
otherwise would result from (x) any stock dividend, stock split,
combination or exchange of shares, recapitalization or other change in the
capital structure of the Company, or (y) any merger, consolidation,
separation, spin-off, split-off, spin-out, split-up, reorganization, partial or
complete liquidation or other distribution of assets, issuance of rights or
warrants to purchase securities, or (z) any other corporate transaction or
event having an effect similar to any of the foregoing.  In the event
of any such transaction or event, the Committee, in its discretion, may provide
in substitution for any or all outstanding Awards such alternative consideration
as it, in good faith, may determine to be
equitable in the circumstances and may require in connection with such
substitution the surrender of all Awards so replaced.

     

    (b)           The
Committee may accelerate the payment of, or vesting with respect to, any Award
under the Plan upon the occurrence of a transaction or event described in
this

     

    
      
        
        

      

      
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    Section 14;
provided, however, that in the case of any Award that constitutes a deferral of
compensation within the meaning of Section 409A of the Code, the Committee
will not accelerate the payment of the Award unless it determines in good faith
that such transaction or event satisfies the requirements of a change in control
event under guidance issued by the Secretary of the Treasury under
Section 409A of the Code.

     

    15.           Fractional
Shares.  Neither the Company nor any Subsidiary will be
required to deliver any fractional share of Common Stock pursuant to the
Plan.  The Committee may provide for the elimination of fractions or
for the settlement of fractions in cash.

     

    16.           Withholding
Taxes.  To the extent that the Company or a Subsidiary is
required to withhold federal, state, local or foreign taxes in connection with
any payment made or benefit realized by a Participant or other person under the
Plan, and the amounts available to the Company or the Subsidiary for such
withholding are insufficient, it will be a condition to the receipt of such
payment or the realization of such benefit that the Participant or such other
person make arrangements satisfactory to the Company for payment of the balance
of such taxes required to be withheld.  If a Participant’s Award is to
be paid in the form of shares of Common Stock and the Participant fails to make
arrangements for the payment of tax, the Company or the Subsidiary may withhold
shares of Common Stock having a value equal to the amount required to be
withheld.  In addition, if permitted by the Committee, the Participant
or such other person may elect to have any withholding obligation of the Company
or the Subsidiary satisfied with shares of Common Stock that would otherwise be
transferred to the Participant or such other person in payment of the
Participant’s Award.  However, without the consent of the Committee,
shares of Common Stock will not be withheld in excess of the minimum number of
shares required to satisfy the withholding obligation of the Company or the
Subsidiary.

     

    17.           Administration of
the Plan.

     

    (a)           Unless
the administration of the Plan has been expressly assumed by the Board pursuant
to a resolution of the Board, the Plan will be administered by the Committee,
which at all times will consist of three or more Directors appointed by the
Board, all of whom are intended (i) to meet all applicable independence
requirements of the New York Stock Exchange or the principal national securities
exchange or principal market on or in which the Common Stock is traded and
(ii) to qualify as “non-employee directors” as defined in Rule 16b-3 and as
“outside directors” as defined in regulations adopted under Section 162(m)
of the Code, as such terms may be amended from time to time; provided, however,
that the failure of a member of the Committee to so qualify will not invalidate
any Award granted under the Plan.  Notwithstanding the foregoing, the
provisions of Section 12 will be administered by the Board.  A
majority of the Committee will constitute a quorum, and the action of the
members of the Committee present at any meeting at which a quorum is present, or
acts unanimously approved in writing, will be the acts of the
Committee.

     

    (b)           The
Committee has the full authority and discretion to administer the Plan and to
take any action that is necessary or advisable in connection with the
administration of the Plan, including without limitation the authority and
discretion to interpret and construe any provision of the Plan or of any
agreement, notification or document

     

    
      
        
        

      

      
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    evidencing
an Award.  The interpretation and construction by the Committee of any
such provision and any determination by the Committee pursuant to any provision
of the Plan or of any such agreement, notification or document will be final and
conclusive.  No member of the Committee will be liable for any such
action or determination made in good faith.

     

    (c)           To
the extent permitted by applicable law, the Committee may delegate its authority
under the Plan to a subcommittee of the Committee, to one or more committees of
the Board or to one or more executive officers of the Company; provided,
however, that no delegation may be made of authority to take an action which is
required by Rule 16b-3 to be taken by “non-employee directors” in order that the
Plan and transactions thereunder meet the requirements of such
Rule.

     

    (d)           It
is the Company’s intention that any Award granted under the Plan that
constitutes a deferral of compensation within the meaning of Section 409A
of the Code and the guidance issued by the Secretary of the Treasury under
Section 409A satisfy the requirements of Section 409A.  In
granting such an Award, the Committee will use its best efforts to exercise its
authority under the Plan with respect to the terms of such Award in a manner
that the Committee determines in good faith will cause the Award to comply with
Section 409A and thereby avoid the imposition of penalty taxes and interest
upon the Participant receiving the Award.  Notwithstanding any
provision of the Plan or an Evidence of Award to the contrary, (i) if the
Company makes a good faith determination that a payment of an Award
(A) constitutes a deferral of compensation for purposes of Section 409A of
the Code, (B) is made to a Participant by reason of his or her “separation
from service” (within the meaning of Section 409A of the Code) and (C) at
the time such payment would otherwise be made the Participant is a “specified
employee” (within the meaning of Section 409A of the Code), the payment will be
delayed until the first day of the seventh month following the date of such
separation from service, and (ii) if a Change in Control would be the date of
payment of an Award that is determined to constitute a deferral of compensation,
but the Change in Control does not constitute a change in the ownership or
effective control of the Company, or in the ownership of a substantial portion
of the assets of the Company (within the meaning of Section 409A of the Code),
then the date of payment will be determined without regard to the occurrence of
the Change in Control.

     

    (e)           With
respect to the administration of the provisions of Section 12 or if the
administration of the Plan is assumed by the Board pursuant to
Section 17(a), the Board will have the same authority, power, duties,
responsibilities and discretion given to the Committee under the terms of the
Plan.

     

    18.           Amendments and Other
Matters.

     

    (a)           The
Plan may be amended from time to time by the Board or, with respect to those
provisions of the Plan other than Section 12, the Committee; provided, however,
that the Plan may not be amended without further approval by the stockholders of
the Company if such amendment would result in the Plan no longer satisfying any
applicable requirements of the New York Stock Exchange (or the principal
national securities

     

    
      
        
        

      

      
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    exchange
on which the Common Stock is traded), Rule 16b-3 or Section 162(m) of the
Code.

     

    (b)           Neither
the Committee nor the Board will authorize the amendment of any outstanding
Stock Option to reduce the Option Price without the further approval of the
stockholders of the Company.  Furthermore, no Stock Option will be
cancelled and replaced with Stock Options having a lower Option Price without
further approval of the stockholders of the Company.  The provisions
of this Section 18(b) are intended to prohibit the repricing of
“underwater” Stock Options and will not be construed to prohibit the adjustments
provided for in Section 14.

     

    (c)           The
Plan may be terminated at any time by action of the Board.  The
termination of the Plan will not adversely affect the terms of any outstanding
Award.

     

    (d)           The
Company will not be required to issue, and neither the Company nor a Subsidiary
will be required to transfer, shares of Common Stock under the Plan prior to
(i) the obtaining of any approval from any governmental agency which the
Company, in its sole discretion, determines to be necessary or advisable,
(ii) the admission of such shares to listing on any stock exchange on which
the Common Stock may then be listed, and (iii) the completion of any
registration or other qualification of such shares under any state or Federal
law or rulings or regulations of any governmental body which the Company, in its
sole discretion, determines to be necessary or advisable.

     

    (d)           The
Plan does not confer upon any Participant any right with respect to continuance
of employment or other service with the Company or any Subsidiary, nor will it
interfere in any way with any right the Company or any Subsidiary would
otherwise have to terminate such Participant’s employment or other service at
any time.

     

    (e)           If
the Committee determines, with the advice of legal counsel, that any provision
of the Plan would prevent the payment of any Award intended to qualify as
performance-based compensation within the meaning of Section 162(m) of the
Code from so qualifying, such Plan provision will be invalid and cease to have
any effect without affecting the validity or effectiveness of any other
provision of the Plan.

     

    (f)           No
Participant will have any of the rights of a stockholder with respect to shares
of Common Stock subject to an Award prior to the date as of which he or she is
actually recorded as the holder of such shares upon the stock records of the
Company.

     

    19.           Governing
Law.  The Plan, all Awards and all actions taken under the Plan
and the Awards will be governed in all respects in accordance with the laws of
the State of Delaware, including without limitation, the Delaware statute of
limitations, but without giving effect to the principles of conflicts of laws of
such State.

     

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