EX-10.1








    Exhibit No. 10.1



 




    PARK-OHIO
    HOLDINGS CORP.

    

    AMENDED AND RESTATED

    1998 LONG-TERM INCENTIVE PLAN (AS AMENDED AND RESTATED AS OF

    MAY 28,
    2009)



 


		
	
    1.     
	
    PURPOSES




 



    The purposes of the Amended and Restated Park-Ohio Holdings
    Corp. 1998 Long-Term Incentive Plan (as Amended and Restated as
    of May 28, 2009) (the “Plan”) are to promote the long-term growth
    and performance of Park-Ohio Holdings Corp. (the
    “Company”) and its subsidiaries by providing an
    opportunity for employees and directors of the Company and its
    subsidiaries to participate through share ownership in the
    long-term growth and success of the Company, enhancing the
    Company’s ability to attract and retain persons with
    desired abilities, providing additional incentives for such
    persons and furthering the identity of interests of employees
    and shareholders of the Company.



 


		
	
    2.     
	
    DEFINITIONS




 



    (a)     “Award” means any
    form of stock option, stock appreciation right, restricted
    shares, share or share-based award or performance share granted
    to a Participant under the Plan.



 



    (b)     “Board” means the
    Board of Directors of the Company.



 



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



 



    (d)     “Committee” means the
    Compensation Committee of the Board, or such other committee of
    the Board that is designated by the Board to administer the
    Plan, provided that the Committee shall consist of at least
    three directors who qualify as Non-Employee Directors and
    “outside directors” within the meaning of
    Section 162(m) of the Code, and who satisfy any applicable
    standards of independence under the federal securities and tax
    laws and the listing standards of the National Association of
    Securities Dealers Automated Quotations (“NASDAQ”) or
    any other national securities exchange on which the Common
    Shares are listed as in effect from time to time.



 



    (e)     “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).



 



    (f)     “Evidence of Award”
    means an agreement, certificate, resolution or other type or
    form of writing or other evidence approved by the Committee that
    sets forth the terms and conditions of the Award or Awards
    granted. An Evidence of Award may be in an electronic medium,
    may be limited to notation on the books and records of the
    Company and, unless otherwise determined by the Committee, need
    not be signed by a representative of the Company or a Participant



 



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



 



    (h)     “Fair Market Value”
    means the closing price of Shares as reported on the Nasdaq
    Stock Market for the date in question, provided that if no sales
    of Shares were made on the Nasdaq Stock Market on that date, the
    closing price of Shares as reported on the Nasdaq Stock Market
    for the preceding day on which sales of Shares were made on the
    Nasdaq Stock Market shall be used.



 



    (i)     “Non-Employee
    Director” means a director who is a “Non-Employee
    Director” of the Company within the meaning of
    Rule 16b-3
    of the Exchange Act.



 



    (j)     “Participant” means
    any employee or director of the Company or its direct or
    indirect subsidiaries or any other person whose selection the
    Committee determines to be in the best interests of the Company,
    to whom an Award is made under the Plan.




    

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    (k)     “Performance Measure”
    means the measurable performance objective or objectives
    established pursuant to the Plan for Participants who have
    received grants of Awards pursuant to the Plan. Performance
    Measures may be described in terms of Company-wide objectives or
    objectives that are related to the performance of the individual
    Participant or of the subsidiary or division, segment,
    department, region or function within the Company or subsidiary
    of the Company in which the Participant is employed. The
    Performance Measures may be made relative to the performance of
    one or more other companies or an index. The Performance
    Measures applicable to any Qualified Performance-Based Award to
    a Covered Employee will be based on specified levels of or
    growth or improvement in one or more of the following criteria:
    (i) revenues; (ii) operating income; (iii) net
    income; (iv) earnings per Share; (v) return on equity;
    (vi) cash flow; (vii) shareholder total return;
    (viii) return on assets; (ix) return on investment;
    (x) asset turnover; (xi) liquidity;
    (xii) capitalization; (xiii) stock price;
    (xiv) expenses; (xv) operating profit and margin;
    (xvi) retained earnings; (xvii) market share;
    (xviii) sales to targeted customers; (xix) customer
    satisfaction; (xx) quality measures;
    (xxi) productivity; (xxii) safety measures; or
    (xxiii) educational and technical skills of employees. In
    the case of a Qualified Performance-Based Award, each
    Performance Measure that is a financial measure will be
    determined in accordance with generally accepted accounting
    principles as consistently applied by the Company. If provided
    for in an applicable Evidence of Award, if the Committee
    determines that a change in the business, operations, corporate
    structure or capital structure of the Company, or the manner in
    which it conducts its business, or other events or circumstances
    render the Performance Measures unsuitable, the Committee may in
    its discretion modify such Performance Measures or the related
    minimum acceptable level of achievement, in whole or in part, as
    the Committee deems appropriate and equitable, including to
    exclude the effects of extraordinary items, unusual or
    non-recurring events, cumulative effects of tax or accounting
    changes, discontinued operations, acquisitions, divestitures and
    material restructuring or asset impairment charges, except in
    the case of a Qualified Performance-Based Award where such
    action would result in the loss of the otherwise available
    exemption of the award under Section 162(m) of the Code. In
    such case, the Committee will not make any modification of the
    Performance Measure or minimum acceptable level of achievement.
    Performance Measures may vary from Performance Period to
    Performance Period and from Participant to Participant and may
    be established on a stand-alone basis, in tandem or in the
    alternative.



 



    (l)     “Performance Period”
    means one or more periods of time as the Committee may designate
    over which the attainment of one or more Performance Measures
    will be measured for the purpose of determining a
    Participant’s rights in respect of an Award with respect
    thereto. A Performance Period may overlap with prior and
    subsequent Performance Periods, and the commencement or
    conclusion of a Performance Period may coincide with the
    commencement or conclusion of another Performance Period.



 



    (m)     “Qualified
    Performance-Based Award” means any Award or portion of an
    Award that is intended to satisfy the requirements for
    “qualified performance-based compensation” under
    Section 162(m) of the Code.



 



    (n)     “Shares” means the
    Common Stock, par value $1.00 per share, of the Company.



 


		
	
    3.     
	
    SHARES AVAILABLE
    FOR AWARDS




 



    Subject to adjustment as provided in Section 11 below, the
    aggregate number of Shares reserved and available for Awards
    under the Plan shall be 3,100,000. The aggregate number of
    shares that may be issued by the Company upon the exercise of
    incentive stock options will not exceed 3,100,000 shares.
    No more than 500,000 Shares shall be the subject of Awards
    to any individual Participant in any one calendar year. Shares
    issuable under the Plan may consist of authorized and unissued
    Shares or treasury Shares.



 



    Any Shares issued by the Company through the assumption or
    substitution of outstanding grants previously made by an
    acquired corporation or entity shall not reduce the Shares
    available for Awards under the Plan. If any Shares subject to
    any Award granted under the Plan are forfeited or if such Award
    otherwise terminates without the issuance of such Shares or
    payment of other consideration in lieu of such Shares, the
    Shares subject to such Award, to the extent of any such
    forfeiture or termination, shall again be available for grant
    under the Plan as if such Shares had not been subject to an
    Award. Additionally, in the event that a company acquired by the
    Company or any subsidiary or with which the Company or any
    subsidiary combines has shares available under a pre-existing
    plan approved by stockholders and not adopted in contemplation
    of such acquisition or combination, the shares available for
    grant pursuant to the terms of such pre-existing plan (as
    adjusted, to the extent appropriate, to reflect the




    

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    consideration payable to the holders of common stock of the
    entities party to such acquisition or combination) may be used
    for Awards under the Plan and shall not reduce the Shares
    authorized for grant under the Plan; provided, however, that
    Awards using such available shares shall not be made after the
    date awards or grants could have been made under the terms of
    the pre-existing plan, absent the acquisition or combination,
    and shall only be made to individuals who were not employees or
    directors of the Company or any subsidiary prior to such
    acquisition or combination.



 


		
	
    4.     
	
    ADMINISTRATION




 



    (a)     The Plan shall be administered
    by the Committee, which shall have full power and authority to
    interpret the Plan, to grant waivers of Plan restrictions and to
    adopt such rules, regulations and policies for carrying out the
    Plan as it may deem necessary or proper in order to further the
    purposes of the Plan. In particular, the Committee shall have
    the authority to (i) select Participants to receive Awards,
    (ii) determine the number and type of Awards to be granted,
    (iii) determine the terms and conditions, not inconsistent
    with the terms hereof, of any Award granted, (iv) interpret
    the terms and provisions of the Plan and any Award granted,
    (v) prescribe the form of any agreement or instrument
    executed in connection with any Award, and (vi) establish,
    amend and rescind such rules, regulations and policies for the
    administration of the Plan as it may deem advisable from time to
    time.



 



    (b)     The Committee may delegate to
    one or more of its members or to one or more officers of the
    Company, or to one or more agents or advisors, such
    administrative duties or powers as it may deem advisable, and
    the Committee or any person to whom duties or powers have been
    delegated as aforesaid may employ one or more persons to render
    advice with respect to any responsibility the Committee or such
    person may have under the Plan. The Committee may, by
    resolution, authorize one or more officers of the Company to do
    one or both of the following on the same basis as the Committee:
    (i) designate individuals to be recipients of Awards under
    the Plan; and (ii) determine the size of any such Awards;
    provided, however, that (A) the Committee shall not
    delegate such responsibilities to any such officer for Awards
    granted to an individual who is an officer, director, or more
    than 10% beneficial owner of any class of the Company’s
    equity securities that is registered pursuant to Section 12
    of the Exchange Act, as determined by the Committee in
    accordance with Section 16 of the Exchange Act;
    (B) the resolution providing for such authorization sets
    forth the total number of Common Shares such officer(s) may
    grant; and (C) the officer(s) shall report periodically to
    the Committee regarding the nature and scope of the Awards
    granted pursuant to the authority delegated.



 


		
	
    5.     
	
    AWARDS




 



    The Committee shall determine the type(s) of Award(s) to be made
    to each Participant and shall set forth in the related Evidence
    of Award the terms, conditions and limitations applicable to
    each Award. Awards may include but are not limited to those
    listed in this Section 5. Awards may be made singly, in
    combination, in tandem or in exchange for a previously granted
    Award, and also may be made in combination or in tandem with, in
    replacement of, or as alternatives to, grants or rights under
    any other employee plan of the Company, including the plan of
    any acquired entity.



 



    (a)     Stock Options. Awards
    may be made in the form of stock options, which may be incentive
    stock options within the meaning of Section 422 of the Code
    or nonstatutory stock options not intended to qualify under
    Section 422 of the Code. Incentive stock options may be
    granted only to “employees” (under
    Section 3401(c) of the Code) of the Company or a subsidiary
    of the Company (under Section 424 of the Code). The
    aggregate Fair Market Value (determined at the time the option
    is granted) of Shares as to which incentive stock options are
    exercisable for the first time by a Participant during any
    calendar year (under the Plan and any other plan of the Company)
    shall not exceed $100,000 (or such other limit as may be
    required by the Code from time to time). The exercise price of
    stock options granted under the Plan shall be not less than 100%
    of Fair Market Value on the date of the grant. A stock option
    granted under the Plan shall be exercisable in whole or in such
    installments and at such times and upon such terms as may be
    determined by the Committee, provided that no stock option shall
    be exercisable more than ten years after the date of grant. A
    participant may pay the exercise price of a stock option in
    cash, Shares or a combination of cash and Shares. The Committee
    shall establish appropriate procedures for accepting Shares in
    payment of the exercise price of a stock option and may impose
    such conditions as it deems appropriate on such use of Shares.




    

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    (b)     Stock Appreciation Rights.
    Awards may be granted in the form of stock appreciation
    rights (“SARs”). SARs shall entitle the recipient to
    receive a payment, in cash or Shares, equal to the appreciation
    in market value of a stated number of Shares from the price
    stated in the Evidence of Award, which will be equal to or
    greater than the Fair Market Value per Share on the date of
    grant, to the Fair Market Value on the date of exercise or
    surrender. SARs may be granted either separately or in
    conjunction with other Awards granted under the Plan. Any SAR
    that is granted separately from another Award shall be
    exercisable in whole or in such installments and at such times
    and upon such terms as may be determined by the Committee,
    provided that no SAR shall be exercisable more than ten years
    after the date of grant. Any SAR related to a nonstatutory stock
    option may be granted at the same time such option is granted or
    any time thereafter before exercise or expiration of such
    option. Any SAR related to an incentive stock option must be
    granted at the same time such option is granted. Any SAR related
    to an option shall be exercisable only to the extent the related
    option is exercisable. In the case of any SAR related to any
    option, the SAR or applicable portion thereof shall terminate
    and no longer be exercisable upon the termination or exercise of
    the related option. Similarly, upon exercise of an SAR as to
    some or all of the Shares covered by a related option, the
    related option shall be canceled automatically to the extent of
    the SARs exercised, and such Shares shall not thereafter be
    eligible for grant. The Committee may impose such conditions or
    restrictions upon the exercise of any SAR as it shall deem
    appropriate.



 



    (c)     Restricted Shares.
    Awards may be granted in the form of restricted Shares in
    such numbers and at such times as the Committee shall determine.
    Awards of restricted Shares shall be subject to such terms,
    conditions or restrictions as the Committee deems appropriate
    including, but not limited to, restrictions on transferability,
    requirements of continued employment, individual performance or
    financial performance of the Company. The period of vesting and
    forfeiture restrictions shall be established by the Committee at
    the time of grant, except that no restriction period shall be
    less than 12 months. If the Compensation Committee has
    designated the Shares covered by a grant of restricted Shares as
    “Performance Restricted Shares” (“Performance
    Restricted Shares”), then the Compensation Committee shall
    establish, at the date of grant, the Performance Period and
    Performance Measures that would determine the extent to which
    restrictions set forth in this Section 5(c) shall lapse on
    any specified date. For any Qualified Performance-Based Awards
    of Performance Restricted Stock, no restrictions shall lapse on
    any such Awards until the Committee certifies, in writing, that
    the requirements established as described in this
    Section 5(c) have been satisfied. During the period in
    which any restricted Shares are subject to forfeiture
    restrictions, the Committee may, in its discretion, grant to the
    Participant to whom such restricted Shares have been awarded,
    all or any of the rights of a shareholder with respect to such
    restricted Shares, including the right to vote such Shares and
    to receive dividends with respect to such Shares; provided,
    however, that dividends or other distributions on Performance
    Restricted Shares shall be deferred and reinvested in additional
    Performance Restricted Shares until the achievement of the
    applicable Performance Measure(s).



 



    (d)     Performance Shares.
    Awards may be made in the form of Shares that are earned
    only after the attainment of predetermined Performance Measures
    as established by the Committee at the time an Award is made
    (“Performance Shares”). To the extent that the
    relevant Performance Measures have been achieved at the end of
    the applicable performance period (and, in the case of any
    Qualified Performance-Based Awards of Performance Shares, the
    Committee has certified such achievement in writing),
    Performance Shares shall be converted into Shares (or cash or a
    combination of Shares and cash, as set forth in the Evidence of
    Award) and distributed to Participants based upon the applicable
    performance entitlement. Performance Shares that are Qualified
    Performance-Based Awards are intended to qualify under
    Section 162(m) and provisions of such Awards shall be
    interpreted in a manner consistent with that intent to the
    extent appropriate. Award payments made in cash rather than the
    issuance of Shares shall not, by reason of such payment in cash,
    result in additional Shares being available under the Plan.



 



    (e)     Stock Awards. Awards may
    be made in Shares or on a basis valued in whole or in part by
    reference to, or otherwise based upon, Shares. Share awards
    shall be subject to conditions established by the Committee and
    set forth in the Evidence of Award.



 


		
	
    6.     
	
    PAYMENT
    OF AWARDS; DEFERRALS




 



    Payment of Awards may be made in the form of Shares, cash or a
    combination of Shares and cash and may include such restrictions
    as the Committee shall determine, including restrictions on
    transfer and forfeiture




    

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    provisions. With Committee approval, payments may be deferred,
    either in the form of installments or a future lump sum payment,
    to the extent permitted by Section 409A of the Code. The
    Committee may permit Participants to elect to defer payments of
    some or all types of Awards in accordance with procedures
    established by the Committee to assure that such deferrals
    comply with applicable requirements of the Code including the
    capability to make further deferrals for payment after
    retirement. The Committee may also establish rules and
    procedures consistent with Section 409A of the Code for the
    crediting of interest on deferred cash payments and dividend
    equivalents for deferred payments denominated in Shares.



 


		
	
    7.     
	
    TAX
    WITHHOLDING




 



    The Company shall have the authority to withhold, or to require
    a Participant to remit to the Company, prior to issuance or
    delivery of any Shares or cash relating to an Award made under
    the Plan, an amount sufficient to satisfy federal, state and
    local tax withholding requirements associated with any Award. In
    addition, the Company may, in its sole discretion, permit a
    Participant to satisfy any tax withholding requirements, in
    whole or in part, by (i) delivering to the Company Shares
    held by such Participant having a Fair Market Value equal to the
    amount of the tax or (ii) directing the Company to retain
    Shares having such Fair Market Value and otherwise issuable to
    the Participant under the Plan. In no event will the Fair Market
    Value per Share of the Shares to be withheld pursuant to this
    Section 7 to satisfy applicable withholding taxes exceed
    the minimum amount of taxes required to be withheld.



 


		
	
    8.     
	
    TERMINATION
    OF EMPLOYMENT




 



    If the employment of a Participant terminates for any reason,
    all unexercised, deferred and unpaid Awards shall be exercisable
    or paid in accordance with the applicable Evidence of Award,
    which may provide that the Committee may authorize, as it deems
    appropriate, the acceleration
    and/or
    continuation of all or any part of Awards granted prior to such
    termination.



 


		
	
    9.     
	
    NONASSIGNABILITY




 



    Except as may be otherwise provided in the relevant Evidence of
    Award, no Award or any benefit under the Plan shall be
    assignable or transferable, or payable to or exercisable by,
    anyone other than the Participant to whom it was granted.
    Notwithstanding anything in the Plan to the contrary, in no
    event will any Award granted under the Plan be transferred for
    value.



 


		
	
    10.     
	
    CHANGE IN
    CONTROL




 



    (a)     In the event of a Change in
    Control (as defined below) of the Company, and except as the
    Board may expressly provide otherwise, (i) all stock
    options or SARs then outstanding shall become fully exercisable
    as of the date of the Change in Control, whether or not then
    otherwise exercisable, (ii) all restrictions and conditions
    of all Awards of restricted Shares or stock awards granted
    pursuant to Section 5(e) then outstanding shall be deemed
    satisfied as of the date of the Change in Control, and
    (iii) all Awards of Performance Shares shall be deemed to
    have been fully earned as of the date of the Change in Control.



 



    (b)     A “Change in Control”
    of the Company shall have occurred when any of the following
    events shall occur:



 



    (i)     The Company is merged,
    consolidated or reorganized into or with another corporation or
    other legal person, and immediately after such merger,
    consolidation or reorganization less than a majority of the
    combined voting power of the then-outstanding securities of such
    corporation or person immediately after such transaction are
    held in the aggregate by the holders of Voting Stock (as that
    term is hereafter defined) of the Company immediately prior to
    such transaction;



 



    (ii)     The Company sells all or
    substantially all of its assets to any other corporation or
    other legal person, less than a majority of the combined voting
    power of the then-outstanding securities of such corporation or
    person immediately after such sale are held in the aggregate by
    the holders of Voting Stock of the Company immediately prior to
    such sale;




    

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    (iii)     There is a report filed or
    required to be filed on Schedule 13D on
    Schedule 14D-1
    (or any successor schedule, form or report), each as promulgated
    pursuant to the Exchange Act, disclosing that any person (as the
    term “person” is used in Section 13(d)(3) or
    Section 14(d)(2) of the Exchange Act) has become the beneficial
    owner (as the term “beneficial owner, is defined under Rule
    l3d-3 or any
    successor rule or regulation promulgated under the Exchange Act)
    of securities representing 20% or more of the combined voting
    power of the then-outstanding securities entitled to vote
    generally in the election of directors of the Company
    (“Voting Stock”); or



 



    (iv)     If during any period of two
    consecutive years, individuals who at the beginning of any such
    period constitute the directors of the Company cease for any
    reason to constitute at least a majority thereof, provided,
    however, that for purposes of this clause (iv), each director
    who is first elected, or first nominated for election by the
    Company’s shareholders by a vote of at least two-thirds of
    the directors of the Company (or a committee thereof) then still
    in office who were directors of the Company at the beginning of
    any such period will be deemed to have been a director of the
    Company at the beginning of such period (but excluding for
    purposes of this proviso any individual whose initially becomes
    a director as a result of either an actual or threatened
    election contest with respect to the election or removal of
    directors or other actual or threatened solicitation of proxies
    or consents by or on behalf of an individual, corporation,
    partnership, group, associate or other entity or person other
    than the Board).



 



    Notwithstanding the foregoing provisions of
    Section 10(b)(iii) hereof, unless otherwise determined in a
    specific case by majority vote of the Board, a “Change in
    Control” shall not be deemed to have occurred for purposes
    of the Plan solely because (i) the Company, (ii) an
    entity in which the Company directly or indirectly beneficially
    owns 50% or more of the voting securities or interest, or
    (iii) any Company-sponsored employee stock ownership plan
    or any other employee benefit plan of the Company, either files
    or becomes obligated to file a report or a proxy statement under
    or in response to Schedule 13D,
    Schedule 14D-1,
    Form 8-K
    or Schedule 14A (or any successor schedule, form or report
    or item therein) under the Exchange Act, disclosing beneficial
    ownership by it of shares of Voting Stock, whether in excess of
    20% or otherwise, or because the Company reports that a change
    in control of the Company has or may have occurred or will or
    may occur in the future by reason of such beneficial ownership.



 


		
	
    11.     
	
    ADJUSTMENTS
    UPON CHANGES OF CAPITALIZATION




 



    The Committee shall make or provide for such adjustments in the
    numbers of Shares covered by outstanding Awards, and in the kind
    of shares covered thereby, as the Committee, in its sole
    discretion, exercised in good faith, may determine is equitably
    required to prevent dilution or enlargement of the rights of
    Participants that otherwise would result from (a) any stock
    dividend, stock split, combination of shares, recapitalization
    or other change in the capital structure of the Company,
    (b) any merger, consolidation, spin-off, split-off,
    spin-out,
    split-up,
    reorganization, partial or complete liquidation, extraordinary
    cash dividend or other distribution of assets or issuance of
    rights or warrants to purchase securities, or (c) any other
    corporate transaction or event having an effect similar to any
    of the foregoing; provided, however, that any adjustment which
    by reason of this Section 11 is not required to be made
    currently will be carried forward and taken into account in any
    subsequent adjustment. Moreover, in the event of any such
    transaction or event or in the event of a Change in Control, the
    Committee, in its discretion, may provide in substitution for
    any or all outstanding Awards under the Plan such alternative
    consideration (including cash), if any, as it, in good faith,
    may determine to be equitable in the circumstances and may
    require in connection therewith the surrender of all Awards so
    replaced in a manner that complies with Section 409A of the
    Code. In addition, for each stock option or SAR with an exercise
    price or base price greater than the consideration offered in
    connection with any such transaction or event or Change in
    Control, the Committee may in its sole discretion elect to
    cancel such stock option or SAR without any payment to the
    person holding such stock option or SAR. The Committee shall
    also make or provide for such adjustments in the numbers of
    shares specified in Section 3 of the Plan as the Committee
    in its sole discretion, exercised in good faith, may determine
    is appropriate to reflect any transaction or event described in
    this Section 11; provided, however, that any such
    adjustment to the number specified in Section 3 of the Plan
    regarding incentive stock options will be made only if and to
    the extent that such adjustment would not cause any stock option
    intended to qualify as an incentive stock option to fail so to
    qualify.




    

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    12.     
	
    RIGHTS OF
    EMPLOYEES




 



    Nothing in the Plan shall interfere with or limit in any way the
    right of the Company or any subsidiary to terminate any
    Participant’s employment at any time, nor confer upon any
    Participant any right to continued employment with the Company
    or any subsidiary.



 


		
	
    13.     
	
    AMENDMENT,
    SUSPENSION OR TERMINATION OF PLAN AND AWARDS




 



    The Board may amend, suspend or terminate the Plan at any time,
    provided that no such action shall be taken that would impair
    the rights under an outstanding Award without the
    Participant’s consent. Further, if an amendment to the Plan
    must be approved by the Company’s stockholders in order to
    comply with applicable law or the rules of the NASDAQ or, if the
    Shares are not traded on the NASDAQ, the principal national
    securities exchange upon which the Shares are traded or quoted,
    then, such amendment will be subject to stockholder approval and
    will not be effective unless and until such approval has been
    obtained.



 



    The Board may amend the terms of any outstanding Award,
    prospectively or retroactively, but no such amendment shall
    impair the rights of any Participant without the
    Participant’s consent and no such amendment shall have the
    effect, with respect to any Qualified Performance-Based Award,
    of increasing the amount of any Award from the amount that would
    otherwise be payable pursuant to the formula
    and/or goals
    previously established for such Participant. Notwithstanding the
    foregoing, the terms of outstanding Awards may not be amended to
    reduce the exercise price of outstanding stock options or the
    base price of outstanding SARs, and no outstanding stock options
    or SARs may be cancelled in exchange for other Awards, or,
    except in connection with a corporate transaction or event
    described in Section 11 of the Plan, cancelled in exchange
    for stock options or SARs with an exercise price or base price
    that is less than the exercise price of the original stock
    options or base price of the original SARs, as applicable, or
    cancelled in exchange for cash, without stockholder approval.
    The preceding sentence is intended to prohibit (without
    shareholder approval) the repricing of “underwater”
    stock options and SARs and will not be construed to prohibit the
    adjustments or payments provided for in Section 11 of the
    Plan. Notwithstanding any provision of the Plan to the contrary,
    this Section 13 may not be amended without approval by the
    Company’s stockholders.



 


		
	
    14.     
	
    COMPLIANCE
    WITH SECTION 409A OF THE CODE




 



    (a)     To the extent applicable, it is
    intended that the Plan and any grants made hereunder comply with
    the provisions of Section 409A of the Code, so that the
    income inclusion provisions of Section 409A(a)(1) of the
    Code do not apply to the Participants. The Plan and any grants
    made hereunder shall be administered in a manner consistent with
    this intent. Any reference in the Plan to Section 409A of
    the Code will also include any regulations or any other formal
    guidance promulgated with respect to such Section by the
    U.S. Department of the Treasury or the Internal Revenue
    Service.



 



    (b)     Neither a Participant nor any
    of a Participant’s creditors or beneficiaries shall have
    the right to subject any deferred compensation (within the
    meaning of Section 409A of the Code) payable under the Plan
    and grants hereunder to any anticipation, alienation, sale,
    transfer, assignment, pledge, encumbrance, attachment or
    garnishment. Except as permitted under Section 409A of the
    Code, any deferred compensation (within the meaning of
    Section 409A of the Code) payable to a Participant or for a
    Participant’s benefit under the Plan and grants hereunder
    may not be reduced by, or offset against, any amount owing by a
    Participant to the Company or any of its affiliates.



 



    (c)     If, at the time of a
    Participant’s separation from service (within the meaning
    of Section 409A of the Code), (i) the Participant
    shall be a specified employee (within the meaning of
    Section 409A of the Code and using the identification
    methodology selected by the Company from time to time) and
    (ii) the Company shall make a good faith determination that
    an amount payable hereunder constitutes deferred compensation
    (within the meaning of Section 409A of the Code) the
    payment of which is required to be delayed pursuant to the
    six-month delay rule set forth in Section 409A of the Code
    in order to avoid taxes or penalties under Section 409A of
    the Code, then the Company shall not pay such amount on the
    otherwise scheduled payment date but shall instead pay it,
    without interest, on the tenth business day of the seventh month
    after such separation from service.




    

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    (d)     Notwithstanding any provision
    of the Plan or any Evidence of Award to the contrary, in light
    of the uncertainty with respect to the proper application of
    Section 409A of the Code, the Compensation Committee
    reserves the right to make amendments to the Plan and any
    Evidence of Award as the Company deems necessary or desirable to
    avoid the imposition of taxes or penalties under
    Section 409A of the Code. In any case, a Participant shall
    be solely responsible and liable for the satisfaction of all
    taxes and penalties that may be imposed on a Participant or for
    a Participant’s account in connection with the Plan and
    grants hereunder (including any taxes and penalties under
    Section 409A of the Code), and neither the Company nor any
    of its affiliates shall have any obligation to indemnify or
    otherwise hold a Participant harmless from any or all of such
    taxes or penalties.



 


		
	
    15.     
	
    GOVERNING
    LAW




 



    The Plan, together with all determinations and actions made or
    taken in connection therewith, to the extent not otherwise
    governed by the Code or other laws of the United States, shall
    be governed by the laws of the State of Ohio.



 


		
	
    16.     
	
    RECOUPMENT
    AND RESTRICTIVE COVENANTS




 



    Any Evidence of Award may: (i) provide for recoupment by
    the Company of all or any portion of an Award if the
    Company’s financial statements are required to be restated
    due to material noncompliance, as a result of the
    Participant’s misconduct, with any financial reporting
    requirement under the federal securities laws; or
    (ii) include restrictive covenants, including, without
    limitation, non-competition, non-disparagement and
    confidentiality conditions or restrictions, that the Participant
    must comply with during employment by the Company
    and/or
    within a specified period after termination as a condition to
    the Participant’s receipt or retention of all or any
    portion of an Award. This Section 16 shall not be the
    Company’s exclusive remedy with respect to such matters.
    This Section 16 shall not apply after a Change in Control,
    unless otherwise specifically provided in the Evidence of Award.



 


		
	
    17.     
	
    FRACTIONAL
    SHARES.




 



    The Company will not be required to issue any fractional Common
    Shares pursuant to the Plan. The Committee may provide for the
    elimination of fractions and for the settlement of fractions in
    cash.



 


		
	
    18.     
	
    EFFECTIVE
    AND TERMINATION DATES




 



    The Plan shall become effective on the date it is approved by
    the shareholders of the Company. The Plan shall continue in
    effect until terminated by the Board, at which time all
    outstanding Awards shall remain outstanding in accordance with
    their applicable terms and conditions.




    

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