Exhibit
4.4

    


    
      


       

       

       

      SAKS
INCORPORATED

       

       

      2009
LONG-TERM INCENTIVE
PLAN

       

       

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        TABLE
OF CONTENTS

         

        
          
            	
                    SECTION 1.

                  	
                    PURPOSE.

                  	
                    1

                  
	
                    SECTION
      2.

                  	
                    DEFINITIONS.

                  	
                    1

                  
	
                    SECTION
      3.

                  	
                    ADMINISTRATION.

                  	
                    4

                  
	
                    SECTION
      4.

                  	
                    COMMON
      STOCK SUBJECT TO THE PLAN.

                  	
                    5

                  
	
                    SECTION
      5.

                  	
                    ELIGIBILITY
      TO RECEIVE AWARDS.

                  	
                    6

                  
	
                    SECTION
      6.

                  	
                    STOCK
      OPTIONS.

                  	
                    6

                  
	
                    SECTION
      7.

                  	
                    STOCK
      APPRECIATION RIGHTS.

                  	
                    9

                  
	
                    SECTION
      8.

                  	
                    RESTRICTED
      STOCK AWARDS.

                  	
                    10

                  
	
                    SECTION
      9.

                  	
                    RESTRICTED
      STOCK UNITS

                  	
                    11

                  
	
                    SECTION
      10.

                  	
                    PERFORMANCE
      AWARDS.

                  	
                    11

                  
	
                    SECTION
      11.

                  	
                    DEFERRED
      STOCK AWARDS

                  	
                    14

                  
	
                    SECTION
      12.

                  	
                    OTHER
      STOCK-BASED AWARDS.

                  	
                    14

                  
	
                    SECTION
      13.

                  	
                    LOANS.

                  	
                    15

                  
	
                    SECTION
      14.

                  	
                    SECURITIES
      LAW REQUIREMENTS.

                  	
                    15

                  
	
                    SECTION
      15.

                  	
                    RESTRICTIONS
      ON TRANSFER; REPRESENTATIONS OF PARTICIPANT; LEGENDS.

                  	
                    15

                  
	
                    SECTION
      16.

                  	
                    SINGLE
      OR MULTIPLE AGREEMENTS.

                  	
                    15

                  
	
                    SECTION
      17.

                  	
                    RIGHTS
      OF A STOCKHOLDER.

                  	
                    16

                  
	
                    SECTION
      18.

                  	
                    NO
      RIGHT TO CONTINUE EMPLOYMENT OR SERVICE.

                  	
                    16

                  
	
                    SECTION
      19.

                  	
                    WITHHOLDING.

                  	
                    16

                  
	
                    SECTION
      20.

                  	
                    INDEMNIFICATION.

                  	
                    16

                  
	
                    SECTION
      21.

                  	
                    NON-ASSIGNABILITY.

                  	
                    16

                  
	
                    SECTION
      22.

                  	
                    NONUNIFORM
      DETERMINATIONS.

                  	
                    17

                  
	
                    SECTION
      23.

                  	
                    ADJUSTMENTS.

                  	
                    17

                  
	
                    SECTION
      24.

                  	
                    TERMINATION
      AND AMENDMENT.

                  	
                    17

                  
	
                    SECTION
      25.

                  	
                    SEVERABILITY.

                  	
                    18

                  
	
                    SECTION
      26.

                  	
                    EFFECT
      ON OTHER PLANS.

                  	
                    18

                  
	
                    SECTION
      27.

                  	
                    EFFECTIVE
      DATE OF THE PLAN.

                  	
                    18

                  
	
                    SECTION
      28.

                  	
                    GOVERNING
      LAW.

                  	
                    18

                  
	
                    SECTION
      29.

                  	
                    GENDER
      AND NUMBER.

                  	
                    18

                  
	
                    SECTION
      30.

                  	
                    ACCELERATION
      OF EXERCISABILITY AND VESTING

                  	
                    18

                  
	
                    SECTION
      31.

                  	
                    MODIFICATION
      OF AWARDS

                  	
                    18

                  
	
                    SECTION
      32.

                  	
                    NO
      STRICT CONSTRUCTION

                  	
                    19

                  
	
                    SECTION
      33.

                  	
                    SUCCESSORS

                  	
                    19

                  
	
                    SECTION
      34.

                  	
                    PLAN
      PROVISIONS CONTROL

                  	
                    19

                  
	
                    SECTION
      35.

                  	
                    HEADINGS

                  	
                    19

                  
	
                    SECTION
      36.

                  	
                    CODE
      SECTION 409A

                  	
                    19

                  
	
                    SECTION
      37.

                  	
                    CHANGE
      OF CONTROL

                  	
                    19

                  
	
                    SECTION
      38.

                  	
                    CLAWBACK
      PROVISION.

                  	
                    22

                  
	
                    SECTION
      39.

                  	
                    CONVERSION
      OF DIRECTOR FEES.

                  	
                    22

                  


          

           

        

      

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      SAKS
INCORPORATED

      2009
LONG-TERM INCENTIVE PLAN

       

       

      Section 1. Purpose.  The
Saks Incorporated 2009 Long-Term Incentive Plan (the “Plan”) has been
established by Saks Incorporated, a Tennessee corporation
(the “Company”), effective as of June 3, 2009, to assist the Company in
attracting, retaining and motivating employees, officers, directors,
consultants, and advisers.  The Plan is designed to encourage
employees, officers, directors, consultants, and advisers to drive sustainable
global profitable growth and the future development of the Company by
encouraging alignment with the long term goals of the Company’s stockholders
through grants of equity incentive awards.

       

      Section 2. Definitions.  For
purposes of this Plan, the following terms used herein shall have the following
meanings, unless a different meaning is clearly required by the
context.

       

      2.1
“Board” means the Board of Directors of the Company.

       

      2.2
“Change of Control” means the occurrence of any of the following:

       

      (i) Any
person or entity, including a “group” as defined in Section 13(d)(3) of the
Exchange Act, other than the Company, a subsidiary of the Company, or any
employee benefit plan of the Company or its subsidiaries, becomes the beneficial
owner of the Company’s securities having 25 percent or more of the combined
voting power of the then outstanding securities of the Company that may be cast
for the election for directors of the Company (other than as a result of an
issuance of securities initiated by the Company in the ordinary course of
business), or

       

      (ii) As
the result of, or in connection with, any cash tender or exchange offer, merger
or other business combination, sale of assets or contested election, or any
combination of the foregoing transactions, less than a majority of the combined
voting power of the then outstanding securities of the Company or any successor
corporation or entity entitled to vote generally in the election of directors of
the Company or such other corporation or entity after such transaction, is held
in the aggregate by holders of the Company’s securities entitled to vote
generally in the election of directors of the Company immediately prior to such
transactions; or

       

      (iii)
During any period of two consecutive years, individuals who at the beginning of
any such period constitute the Board cease for any reason to constitute at least
a majority thereof, unless the election, or the nomination for election by the
Company’s stockholders, of each director of the Company first elected during
such period was approved by a vote of at least two-thirds of the directors of
the Company then still in office who were directors of the Company at the
beginning of any such period.

       

      2.3
“Code” means the Internal Revenue Code of 1986, as amended.

       

      2.4
“Committee” shall have the meaning provided in Section 3 of the
Plan.

       

      
        
           

        

        
          - 1
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      2.5
“Common Stock” means the common stock, $0.10 par value, of the
Company.

       

      2.6
“Continuous Service” means that the Participant’s service with the Company or
any Subsidiary pursuant to the applicable agreement, contract or arrangement
between the parties, whether as an employee, officer, director, adviser or
consultant, is not interrupted or terminated.  The Participant’s
Continuous Service shall not be deemed to have terminated merely because of a
change in the capacity in which the Participant renders service to the Company
or any Subsidiary as an employee, officer, consultant, adviser or director or a
change in the entity for which the Participant renders such service, provided
that there is no interruption or termination of the Participant’s Continuous
Service.  For example, a change in status from an employee of the
Company to a consultant of a Subsidiary or a director will not constitute an
interruption of Continuous Service.  The Committee, in its sole
discretion, may determine whether Continuous Service shall be considered
interrupted in the case of any leave of absence approved by the Committee,
including sick leave, military leave or any other personal leave.

       

      2.7
“Deferred Stock Award” means an award of shares of Common Stock pursuant to
Section 11.

       

      2.8
“Effective Date” shall have the meaning provided in Section 27 of the
Plan.

       

      2.9
“Exchange Act” means the Securities Exchange Act of 1934, as
amended.

       

      2.10
“Fair Market Value” means the closing price for the Common Stock as quoted on
the New York Stock Exchange (“NYSE”) on the trading day for which the
determination is being made or, if no reported sale takes place on such day, the
closing price for the Common Stock as quoted on the NYSE on the most recent
trading date prior to such date, or if the Common Stock is not listed or
admitted to trading on a national securities exchange, then the average of the
closing bid and asked prices on the day for which the determination is being
made in the over-the-counter market as reported by National Association of
Securities Dealers Automated Quotation System (“NASDAQ”) or, if bid and asked
prices for the Common Stock on such day shall not have been reported through
NASDAQ, the average of the bid and asked prices for such day as furnished by any
NYSE member firm regularly making a market in the Common Stock selected for such
purpose by the Board or a committee thereof, or, if none of the foregoing is
applicable, then the fair market value of the Common Stock as determined in good
faith by the Committee in its sole discretion.

       

      2.11
“Immediate Family” shall have the meaning provided in Section 21 of the
Plan.

       

      2.12
“Incentive Stock Option” means a stock option granted under the Plan which is
intended to be designated as an “incentive stock option” within the meaning of
Section 422 of the Code.

       

      2.13
“Non-Qualified Stock Option” means a stock option granted under the Plan which
is not intended to be an Incentive Stock Option, including any stock option that
provides (as of the time such option is granted) that it will not be treated as
an Incentive Stock Option nor as an option described in Section 423(b) of the
Code.

       

      
        
           

        

        
          - 2
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      2.14
“Other Stock-Based Award” means awards (other than Stock Options, Stock
Appreciation Rights, Restricted Stock Awards, Restricted Stock Unit, Performance
Awards and Deferred Stock Awards) denominated or payable in, valued in whole or
in part by reference to, or otherwise based on, or related to, shares of Common
Stock and granted pursuant to Section 11.

       

      2.15
“Outside Director” means a member of the Board who is not employed by the
Company or any Subsidiary.

       

      2.16
“Participant” shall mean any employee, director or officer of, or adviser or
consultant to, the Company or any Subsidiary to whom an award is granted under
the Plan.

       

      2.17
“Performance Award” means an award made pursuant to Section 10, including awards
of Performance Units, Performance Shares and Performance Cash.

       

      2.18
“Performance Criteria” means the performance criteria described in Section 10.1
which are the basis for Performance Goals.

       

      2.19
“Performance Goal” means the performance goal or goals applicable to a
Performance Award pursuant to Section 10.1 as determined by the
Committee.

       

      2.20
“Performance Period” means a period of time, as may be determined in the
discretion of the Committee, over which performance is measured for the purpose
of determining a Participant’s right to and the payment value of an
award.

       

      2.21
“Restricted Stock Award” means an award of shares of Common Stock pursuant to
Section 8.

       

      2.22
“Restricted Stock Units” means an award of units pursuant to Section
9.

       

      2.23
“Stock Appreciation Right” means an award made pursuant to Section
7.

       

      2.24
“Stock Option” means any option to purchase Common Stock granted pursuant to
Section 6.

       

      2.25
“Subsidiary” means:  (i) as it relates to Incentive Stock Options, any
corporation (other than the Company) in an unbroken chain of corporations
beginning with the Company if, at the time of the granting of the Stock Option,
each of the corporations (other than the last corporation in the unbroken chain)
owns stock possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain; and (ii) for all
other purposes, a company, domestic or foreign, of which not less than 50% of
the total voting power is held by the Company or by a Subsidiary, whether or not
such company now exists or is hereafter organized or acquired by the Company or
by a Subsidiary.

       

      2.26
“Substitute Awards” means Plan awards granted in assumption, substitution or
exchange for previously granted awards of a company acquired by the
Company.

       

      
        
           

        

        
          - 3
-

          
            

          

        

        
           

        

      

       

      2.27
“Term of the Plan” means the period beginning on the Effective Date and ending
on the earlier to occur of (i) the date the Plan is terminated by the Board in
accordance with Section 24 and (ii) the day before the tenth anniversary of the
Effective Date.

       

      2.28
“2004 Plan” means the Company’s 2004 Long-Term Incentive Plan, as
amended.

       

      Section 3. Administration.  The Plan shall be
administered by the Human Resources and Compensation Committee of the Board or
such other committee as may be appointed by the Board from time to time for the
purpose of administering this Plan; provided, however, that such committee shall
consist of two or more members of the Board, each of whom shall qualify as a
“Non-employee Director” within the meaning of Rule 16b-3 of the Exchange Act and
as an “independent director” under applicable stock exchange or interdealer
quotation system rules, and also qualify as an “outside director” within the
meaning of Section l62(m) of the Code and regulations pursuant
thereto.  For purposes of the Plan, the committee described in the
preceding sentence shall be referred to as the “Committee”.  The
Committee shall have the power and authority to grant to eligible persons
pursuant to the terms of the Plan:  (1) Stock Options, (2) Stock
Appreciation Rights, (3) Restricted Stock Awards, (4) Restricted Stock Units,
(5) Performance Awards, (6) Deferred Stock Awards, (7) Other Stock-Based Awards,
or (8) any combination of the foregoing.

       

       The
Committee shall have authority in its discretion to interpret the provisions of
the Plan and all awards granted thereunder and to decide all questions of fact
arising in its application.  Except as otherwise expressly provided in
the Plan, the Committee shall have authority to select the persons to whom
awards shall be made under the Plan; to determine whether and to what extent
awards shall be made under the Plan; to determine the types of award to be made
and the amount, size, terms and conditions of each such award; to determine the
time when the awards shall be granted; to determine whether, to what extent and
under what circumstances Common Stock and other amounts payable with respect to
an award under the Plan shall be deferred either automatically or at the
election of the Participant; to adopt, alter and repeal such administrative
rules, guidelines and practices governing the Plan as it shall from time to time
deem advisable; and to make all other determinations necessary or advisable for
the administration of the Plan. Notwithstanding anything in the Plan to the
contrary, in the event that the Committee determines that it is advisable to
grant awards which shall not qualify for the exception for performance-based
compensation from the tax deductibility limitations of Section 162(m) of the
Code, the Committee may make such grants or awards, or may amend the Plan to
provide for such grants or awards, without satisfying the requirements of
Section 162(m) of the Code.

       

       The
Committee also shall have authority in its discretion to vary the terms of the
Plan to the extent necessary to comply with foreign, federal, state or local
law.  Notwithstanding anything in the Plan to the contrary, with
respect to any Participant or eligible person who is resident outside of the
United States, the Committee may, in its sole discretion, amend the terms of the
Plan in order to conform such terms with the requirements of local law or to
meet the objectives of the Plan.  The Committee may, where
appropriate, establish one or more sub-plans for this purpose.

       

       All
decisions made by the Committee pursuant to the provisions of the Plan shall be
final and binding on all persons who participate in the Plan.

       

      
        
           

        

        
          - 4
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       All
expenses and liabilities incurred by the Committee in the administration of the
Plan shall be borne by the Company.  The Committee may employ
attorneys, consultants, accountants or other persons in connection with the
administration of the Plan.  The Company, and its officers and
directors, shall be entitled to rely upon the advice, opinions or valuations of
any such persons.  Subject to and in accordance with applicable law
and the rules of any stock exchange or quotation system on which the shares of
Common Stock are listed, the Committee may delegate to designated officers or
other employees of the Company any of its duties under the Plan pursuant to such
conditions or limitations as the Committee may establish from time to time,
except that no such delegation may permit executive officers of the Company to
make, cancel or suspend awards to executive officers or directors of the
Company.  Notwithstanding the foregoing, in no event may the Committee
delegate authority to any person to take any action which would contravene the
requirements of Rule 16b-3 of the Exchange Act, the requirements of Section
162(m) of the Code, or the requirements of applicable state law. 

       

      Section
4. Common
Stock Subject to the Plan.  

       

      4.1 Share
Reserve.  Subject to the following provisions of this Section 4
and to such adjustment as may be made pursuant to Section 23, the maximum number
of shares available for issuance under the Plan shall be equal to 5,700,000
shares of Common Stock minus any shares granted after March 31, 2009 under the
2004 Plan.  All shares subject to awards under the Plan shall be
counted against the numerical limit of this Section 4.1 as one share for every
one share subject thereto or payable pursuant thereto, it being understood that
shares covered by a Stock Option and related tandem Stock Appreciation Right
shall be counted as if only the Stock Option were granted.  Dividend
equivalents paid with respect to awards and reinvested in shares of Common Stock
shall not be counted against the numerical limit of this Section
4.1.  During the terms of the awards under the Plan, the Company shall
keep available at all times the number of shares of Common Stock required to
satisfy such awards.

       

      4.2 Source of
Shares.  Such shares may consist in whole or in part of
authorized and unissued shares or treasury shares or any combination thereof as
the Committee may determine.   Any shares subject to a Stock
Option or right granted or awarded under the Plan or stock option or right
granted or awarded under the 2004 Plan which for any reason after March 31, 2009
expires or is terminated unexercised, becomes unexercisable, or is forfeited or
otherwise terminated, surrendered or cancelled as to any shares, or if any
shares are not delivered because an award under the Plan or after March 31, 2009
under the 2004 Plan is settled in cash or otherwise, such shares shall not be
deemed to have been delivered for purposes of determining the maximum number of
shares of Common Stock available for issuance under the Plan and, with respect
to awards made under the 2004 Plan, shall be added to the numerical limit of
Section 4.1.  Shares used to pay the exercise price of a Stock Option
or other award under the Plan or stock option or other award under the 2004 Plan
after March 31, 2009, and shares used to satisfy tax withholding obligations
under the Plan or the 2004 Plan after March 31, 2009, shall become available for
future grant or sale under the Plan and shall be added to the numerical limit of
Section 4.1.  Subject to the requirements of any stock exchange or
quotation system on which the shares of Common Stock are listed, shares
available for issuance under a stockholder-approved plan of a company acquired
by the Company (as adjusted to reflect the transaction) may be available for
issuance under Plan awards and shall be added to the numerical limit of Section
4.1.  Shares of Common Stock issued under Substitute Awards shall not
reduce the numerical limit of Section 4.1 but shall be available for issuance
under the Plan by virtue of the Company’s assumption of the plan or arrangement
of the acquired company.  No awards may be granted following the end
of the Term of the Plan.

       

      
        
           

        

        
          - 5
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      4.3 Code Section 162(m)
Limitation.  The total number of shares of Common Stock for
which Stock Options and Stock Appreciation Rights may be granted to any employee
during any 12-month period shall not exceed 2,000,000 shares in the aggregate,
subject to adjustment pursuant to Section 23.  The total number of
shares of Common Stock for which Restricted Stock Awards, Restricted Stock
Units, Performance Awards, Deferred Stock Awards and Other Stock-Based Awards
that are subject to the attainment of performance criteria in order to protect
against the loss of deductibility under Section 162(m) of the Code may be
granted to any employee during any 12-month period shall not exceed 1,000,000
shares in the aggregate, subject to adjustment pursuant to Section
23.  With respect to awards denominated with respect to cash
(including Performance Awards) the maximum aggregate payout to any employee
during any 12-month period in a performance period shall not exceed
$5,000,000.

       

      Section 5. Eligibility
to Receive Awards.  An award may be
granted to any employee, director, or officer of, or adviser or consultant to,
the Company or any Subsidiary, who is responsible for or contributes to the
management, growth or success of the Company or any Subsidiary, provided that
bona fide services shall be rendered by consultants or advisers to the Company
or its Subsidiaries and such services must not be in connection with the offer
and sale of securities in a capital-raising transaction and must not directly or
indirectly promote or maintain a market for the Company’s
securities.  Subject to the preceding sentence and Section 39, the
Committee shall have the sole authority to select the persons to whom an award
is to be granted hereunder and to determine what type of award is to be granted
to each such person.  No person shall have any right to participate in
the Plan.  Any person selected by the Committee for participation
during any one period will not by virtue of such participation have the right to
be selected as a Participant for any other period.

       

      Section 6. Stock
Options.  A Stock Option
may be an Incentive Stock Option or a Non-Qualified Stock
Option.  Only employees of the Company or any Subsidiary of the
Company are eligible to receive Incentive Stock Options.  To the
extent that any Stock Option is not designated as or does not qualify as an
Incentive Stock Option, it shall constitute a separate Non-Qualified Stock
Option.  Stock Options may be granted alone or in addition to other
awards granted under the Plan.  The terms and conditions of each Stock
Option granted under the Plan shall be specified by the Committee, in its sole
discretion, which may include the terms and conditions of Section 38, and shall
be set forth in a written Stock Option agreement between the Company and the
Participant in such form as the Committee shall approve from time to time or as
may be reasonably required in view of the terms and conditions approved by the
Committee from time to time.  No person shall have any rights under
any Stock Option granted under the Plan unless and until the Company and the
person to whom such Stock Option shall have been granted shall have executed and
delivered an agreement expressly granting the Stock Option to such person and
containing provisions setting forth the terms and conditions of the Stock
Option.  The terms and conditions of each Incentive Stock Option shall
be such that each Incentive Stock Option issued hereunder shall constitute and
shall be treated as an “incentive stock option” as defined in Section 422 of the
Code.  The terms and conditions of each Non-Qualified Stock Option
will be such that each Non-Qualified Stock Option issued hereunder shall not
constitute nor be treated as an “incentive stock option” as defined in Section
422 of the Code or an option described in Section 423(b) of the Code and will be
a “non-qualified stock option” for federal income tax purposes.  The
terms and conditions of any Stock Option granted hereunder need not be identical
to those of any other Stock Option granted hereunder.  The Stock
Option agreement may provide for its automatic exercise on the last day of the
term of the Stock Option if the Fair Market Value of the shares of Common Stock
subject to the Stock Option on such date exceeds the exercise
price.  The Stock Option agreements shall contain in substance the
following terms and conditions and may contain such additional terms and
conditions, not inconsistent with the terms of the Plan, as the Committee shall
deem desirable.

       

      
        
           

        

        
          - 6
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      6.1 Type of
Option.  Each Stock Option agreement shall identify the Stock
Option represented thereby as an Incentive Stock Option or a Non-Qualified Stock
Option, as the case may be.

       

      6.2 Option
Price.  The Stock Option exercise price shall be fixed by the
Committee and specified in each Stock Option agreement; provided, however,
except for shares of Common Stock subject to Stock Options that are Substitute
Awards, the exercise price shall not be less than 100% (or 110% in the case of
an Incentive Stock Option granted to an employee referred to in Section 6.7(ii)
below) of the Fair Market Value of the shares of Common Stock subject to the
Stock Option on the date the Stock Option is granted.

       

      6.3 Vesting and Exercise
Term.  Each Stock Option agreement shall state the period or
periods of time within which the Stock Option may be exercised, in whole or in
part, which shall be such period or periods of time as may be determined by the
Committee, provided that no Stock Option shall be exercisable after ten years
from the date of grant thereof (or, in the case of an Incentive Stock Option
granted to an employee referred to in Section 6.7(ii) below, such term shall in
no event exceed five years from the date on which such Incentive Stock Option is
granted).  Each Stock Option agreement shall also state any conditions
which must be satisfied before all or a portion of the Stock Option may be
exercised.  In so doing, the Committee may specify that a Stock Option
may not be exercised until the completion of a period of service or until
Performance Goals are satisfied.  The Committee shall have the power
to permit an acceleration of previously established exercise terms upon such
circumstances and subject to such terms and conditions as the Committee deems
appropriate.

       

      6.4 Payment for
Shares.  Subject to any vesting period specified in the Stock
Option agreement, a Stock Option shall be deemed to be exercised when written
notice of such exercise, in a form determined by the Committee, has been given
to the Company in accordance with the terms of the Stock Option agreement by the
Participant entitled to exercise the Stock Option and full payment for the
shares of Common Stock with respect to which the Stock Option is exercised has
been received by the Company.  The Committee, in its sole discretion,
may permit all or part of the payment of the exercise price to be made, to the
extent permitted by applicable statutes and regulations, either: (i) in cash, by
check or wire transfer, (ii) by tendering previously acquired shares of Common
Stock having an aggregate Fair Market Value at the time of exercise equal to the
total exercise price, (iii) by withholding shares of Common Stock which
otherwise would be acquired on exercise having an aggregate Fair Market Value at
the time of exercise equal to the total exercise price, (iv) by a combination of
(i), (ii) and (iii) above, or (v) in any other form of legal consideration as
provided for under the terms of the Stock Option.  No shares of Common
Stock shall be issued to any Participant upon exercise of a Stock Option until
the Company receives full payment therefor as described above.  Upon
the receipt of notice of exercise and full payment for the shares of Common
Stock, the shares of Common Stock shall be deemed to have been issued and the
Participant shall be entitled to receive such shares of Common Stock and shall
be a stockholder with respect to such shares, and the shares of Common Stock
shall be considered fully paid and nonassessable.  No adjustment will
be made for a dividend or other right for which the record date is prior to the
date on which the Common Stock is issued, except as provided in Section 23 of
the Plan.  Each exercise of a Stock Option shall reduce, by an equal
number, the total number of shares of Common Stock that may thereafter be
purchased under such Stock Option.

       

      
        
           

        

        
          - 7
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      6.5 Rights upon Termination of
Continuous Service.  All of the terms relating to the exercise,
cancellation or other disposition of a Stock Option upon the termination of the
Participant’s Continuous Service for any reason, whether by reason of
disability, retirement, death or any other reason, shall be determined by the
Committee at the time of grant or thereafter by amendment.  Any Stock
Option may be terminated entirely by the Committee at the time or at any time
subsequent to a determination by the Committee under this Section 6.5 which has
the effect of eliminating the Company’s obligation to sell or deliver shares of
Common Stock under such Stock Option.

       

      6.6 No
Repricing.  Subject to Section 23 and except for a Substitute
Award, the exercise price for a Stock Option may never be less than (and may not
be reduced to less than) 100% of the Fair Market Value of the shares of Common
Stock subject to the Stock Option on the date the Stock Option is
granted.  Except with the approval of the stockholders of the Company,
a Stock Option may not be cancelled (i) in exchange for the grant or award of
another Stock Option with a lower exercise price, or (ii) in exchange for cash
or another Plan award, in either event other than in connection with a Change of
Control or an adjustment described in Section 23 and in all events subject to
compliance with the applicable provisions of Code Section 409A.

       

      6.7 Special Incentive Stock
Option Rules.  Notwithstanding the foregoing, in the case of an
Incentive Stock Option, each Stock Option agreement shall contain such other
terms, conditions and provisions as the Committee determines necessary or
desirable in order to qualify such Stock Option as an Incentive Stock Option
under the Code including, without limitation, the following:

       

      (i) To
the extent that the aggregate Fair Market Value (determined as of the time the
Stock Option is granted) of the Common Stock, with respect to which Incentive
Stock Options granted under this Plan (and all other plans of the Company and
its Subsidiaries) become exercisable for the first time by any person in any
calendar year, exceeds $100,000, such Stock Options shall be treated as
Non-Qualified Stock Options.

       

      (ii) No
Incentive Stock Option shall be granted to any employee if, at the time the
Incentive Stock Option is granted, the employee (by reason of the attribution
rules applicable under Section 424(d) of the Code) owns more than 10% of the
combined voting power of all classes of stock of the Company or any Subsidiary
unless at the time such Incentive Stock Option is granted the Stock Option
exercise price is at least 110% of the Fair Market Value (determined as of the
time the Incentive Stock Option is granted) of the shares of Common Stock
subject to the Incentive Stock Option and such Incentive Stock Option by its
terms is not exercisable after the expiration of five years from the date of
grant.

       

      
        
           

        

        
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      If an
Incentive Stock Option is exercised after the expiration of the exercise periods
that apply for purposes of Section 422 of the Code, such Stock Option shall
thereafter be treated as a Non-Qualified Stock Option.

       

      Section 7. Stock
Appreciation Rights.  Stock
Appreciation Rights entitle Participants to increases in the Fair Market Value
of shares of Common Stock.  The terms and conditions of each Stock
Appreciation Right granted under the Plan shall be specified by the Committee,
in its sole discretion, which may include the terms and conditions of Section
38, and shall be set forth in a written agreement between the Company and the
Participant in such form as the Committee shall approve from time to time or as
may be reasonably required in view of the terms and conditions approved by the
Committee from time to time.  The Stock Appreciation Right agreement
may provide for its automatic exercise on the last day of the term of the Stock
Appreciation Right if the Fair Market Value of the shares of Common Stock
subject to the Stock Appreciation Right on such date exceeds the specified base
price.  The agreements shall contain in substance the following terms
and conditions and may contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem
desirable.

       

      7.1 Award.  Stock
Appreciation Rights shall entitle the Participant, subject to such terms and
conditions determined by the Committee, to receive upon exercise thereof an
award equal to all or a portion of the excess of:  (i) the Fair Market
Value of a specified number of shares of Common Stock at the time of exercise,
over (ii) a specified price which shall not be less than (nor reduced to less
than) 100% of the Fair Market Value of the Common Stock at the time the right is
granted or, if connected with a previously issued Stock Option, not less than
(nor reduced to less than) 100% of the Fair Market Value of the Common Stock at
the time such Stock Option was granted, unless such Stock Appreciation Right is
a Substitute Award or is subject to adjustment under Section 23.  Such
amount may be paid by the Company in cash, Common Stock (valued at its then Fair
Market Value) or any combination thereof, as the Committee may
determine.

       

      7.2 Tandem
Grants.  Stock Appreciation Rights may be, but are not required
to be, granted in connection with a previously or contemporaneously granted
Stock Option, provided that such Stock Appreciation Rights shall be subject to
the same terms and conditions as apply to the underlying Stock Option to which
they relate.  Stock Options surrendered in the exercise of Stock
Appreciation Rights shall no longer be exercisable to the extent the related
Stock Appreciation Rights have been exercised.

       

      7.3 Term.  Each
agreement shall state the period or periods of time within which the Stock
Appreciation Right may be exercised, in whole or in part, subject to such terms
and conditions prescribed for such purpose by the Committee, provided that no
Stock Appreciation Right shall be exercisable after ten years from the date of
grant thereof.  The Committee shall have the power to permit an
acceleration of previously established exercise terms upon such circumstances
and subject to such terms and conditions as the Committee deems
appropriate.  Stock Appreciation Rights granted in connection with a
previously or contemporaneously granted Stock Option may be exercised at the
time the Stock Option vests but not later than the expiration date of such Stock
Option.

       

      
        
           

        

        
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      7.4 Rights upon Termination of
Continuous Service.  All of the terms relating to the exercise,
cancellation or other disposition of a Stock Appreciation Right upon the
termination of the Participant’s Continuous Service for any reason, whether by
reason of disability, retirement, death or any other reason, shall be determined
by the Committee at the time of grant or thereafter by amendment.  Any
Stock Appreciation Right may be terminated entirely by the Committee at the time
of or at any time subsequent to the determination by the Committee under this
Section 7.4 which has the effect of eliminating the Company’s obligations under
such Stock Appreciation Right.

       

      7.5 No
Repricing.  Subject to Section 23 and except for a Substitute
Award, the exercise price for a Stock Appreciation Right may never be less than
(and may not be reduced to less than) 100% of the Fair Market Value of the
shares of Common Stock subject to the Stock Appreciation Right on the date the
Stock Appreciation Right is granted or, if connected with a previously issued
Stock Option, not less than (nor reduced to less than) 100% of the Fair Market
Value of the Common Stock at the time such Stock Option was
granted.  Except with the approval of the stockholders of the Company,
a Stock Appreciation Right may not be cancelled (i) in exchange for the grant or
award of another Stock Appreciation Right with a lower exercise price, or (ii)
in exchange for cash or another Plan award, in either event other than in
connection with a Change of Control or an adjustment described in Section 23 and
in all events subject to compliance with the applicable provisions of Code
Section 409A.

       

      Section 8. Restricted
Stock Awards.  Restricted Stock Awards shall consist of shares
of Common Stock restricted against transfer (“Restricted Stock”) and subject to
a substantial risk of forfeiture.  The terms and conditions of each
Restricted Stock Award granted under the Plan shall be specified by the
Committee, in its sole discretion, which may include the terms and conditions of
Section 38, and shall be set forth in a written agreement between the Company
and the Participant in such form as the Committee shall approve from time to
time or as may be reasonably required consistent with the terms and conditions
approved by the Committee from time to time.  The agreements shall
contain in substance the following terms and conditions and may contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable.

       

      8.1 Vesting
Period.  Restricted Stock Awards shall be subject to the
restrictions described in the preceding paragraph over such vesting period as
the Committee determines.  To the extent the Committee deems necessary
or appropriate to protect against loss of deductibility pursuant to Section
162(m) of the Code, Restricted Stock Awards to any Participant may also be
conditioned upon the achievement of Performance Goals in the same manner as
provided in Section 10 with respect to Performance Awards.  The
Committee may, in its sole discretion, provide for the lapse of restrictions in
installments or otherwise and may waive or accelerate the restriction lapse at
its discretion.  Except as otherwise provided in a Restricted Stock
Award agreement, the Participant shall have all the rights of a stockholder
during the vesting period, except for the right to receive dividends with
respect to the Restricted Stock, which right shall be at the sole discretion of
the Committee.

       

      
        
           

        

        
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      8.2 Restriction upon
Transfer.  Shares awarded may not be sold, assigned,
transferred, exchanged, pledged, hypothecated or otherwise encumbered, except as
herein provided or as provided in any agreement entered into between the Company
and a Participant in connection with the Plan, during the vesting period
applicable to such shares.

       

      8.3 Termination of Continuous
Service.  All of the terms relating to the expiration, lapse,
or removal of restrictions under any Restricted Stock Award, or the termination
or forfeiture of any Restricted Stock Award, upon the termination of the
Participant’s Continuous Service for any reason, whether by reason of
disability, retirement, death or any other reason, shall be determined by the
Committee at the time of grant or thereafter by amendment

       

      Section 9. Restricted
Stock Units.  Restricted Stock Units shall consist of units for
one or more shares of Common Stock that are not issued until the vesting
conditions are satisfied.  Restricted Stock Units may be settled in
shares of Common Stock or cash.  The terms and conditions of each
Restricted Stock Unit Award granted under the Plan shall be specified by the
Committee, in its sole discretion, which may include the terms and conditions of
Section 38, and shall be set forth in a written agreement between the Company
and the Participant in such form as the Committee shall approve from time to
time or as may be reasonably required consistent with the terms and conditions
approved by the Committee from time to time.  The agreements shall
contain in substance the following terms and conditions and may contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as
the Committee shall deem desirable.  

       

      9.1 Vesting
Period.  Restricted Stock Unit Awards shall be subject to the
vesting conditions, which may be time-based or performance-based, described in
the preceding paragraph over such vesting period as the Committee
determines.  To the extent the Committee deems necessary or
appropriate to protect against loss of deductibility pursuant to Section 162(m)
of the Code, Restricted Stock Unit Awards to any Participant may also be
conditioned upon the achievement of Performance Goals in the same manner as
provided in Section 10 with respect to Performance Awards.  The
Committee may, in its sole discretion, waive or accelerate vesting at its
discretion.  Except as otherwise provided in a Restricted Stock Unit
Award agreement, until the shares of Common Stock are issued, no right to vote
or any other rights as a stockholder shall exist with respect to the units to
acquire shares of Common Stock, except for the right to receive dividend
equivalents with respect to the Restricted Stock Units, which right shall be at
the sole discretion of the Committee and shall, if granted, provide for such
dividend equivalents to be accumulated until the vesting conditions have been
met.

       

      9.2 Termination of Continuous
Service.  All of the terms relating to the expiration, lapse,
or removal of restrictions under any Restricted Stock Unit Award, or the
termination or forfeiture of any Restricted Stock Unit Award, upon the
termination of the Participant’s Continuous Service for any reason, whether by
reason of disability, retirement, death or any other reason, shall be determined
by the Committee at the time of grant or thereafter by amendment.

       

      
        
           

        

        
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      Section 10. Performance
Awards.  Performance
Awards may be made by reference to Performance Units, Performance Shares or
Performance Cash and may, at the discretion of the Committee, be awarded upon
the satisfaction of Performance Goals.  The vesting or settlement of
Performance Awards may also, in the discretion of the Committee, be conditioned
upon the achievement of Performance Goals.  The terms and conditions
of each Performance Award granted under the Plan shall be specified by the
Committee, in its sole discretion, which may include the terms and conditions of
Section 38, and shall be set forth in a written agreement between the Company
and the Participant in such form as the Committee shall approve from time to
time or as may be reasonably required in view of the terms and conditions
approved by the Committee from time to time.  When the Committee
desires a Performance Award to qualify as “performance-based compensation” under
Section 162(m) of the Code, the Committee shall establish the Performance Goals
for the respective Performance Award prior to or within 90 days of the beginning
of the Performance Period relating to such Performance Goal, or at such other
date as may be permitted or required for the Performance Award to qualify as
“performance-based compensation” under Section 162(m) of the Code, and not later
than after 25 percent of such Performance Period has elapsed, and such
Performance Goals shall otherwise comply with the requirements of Section 162(m)
of the Code.  For all other Performance Awards, the Performance Goals
must be established before the end of the respective Performance
Period.  The Committee may make grants of Performance Awards in such a
manner that more than one Performance Period is in progress concurrently. For
each Performance Period, the Committee shall establish the number of Performance
Awards and their contingent values which may vary depending on the degree to
which Performance Criteria established by the Committee are met.  The
Committee shall have the power to impose such other restrictions on Performance
Awards intended to qualify as “performance-based compensation” under Section
162(m) of the Code as it may deem necessary or appropriate to ensure that such
Performance Awards satisfy all such requirements.

       

      10.1
Performance
Criteria.  The Committee may establish Performance Goals
applicable to Performance Awards based upon the Performance Criteria and other
factors set forth below based upon performance of the Company as a whole or upon
the performance of a Subsidiary, business unit, division or department and
either as an absolute measure or as a measure of comparative performance
relative to a peer group of companies, an index, budget, prior period, or other
standard selected by the Committee.  Performance Criteria for the
Company shall relate to the achievement of predetermined financial and operating
objectives for the Company and its Subsidiaries on a consolidated basis.
Performance Criteria for a Subsidiary, business unit, division or department
shall relate to the achievement of financial and operating objectives of such
segment for which the Participant is accountable.  “Performance
Criteria” means one or more of the following measures: net or gross sales; free
cash flow; revenue; comparable store sales; gross margin; working capital;
earnings or book value per share; operating earnings; earnings before interest
and taxes; earnings before interest, taxes, depreciation and amortization or a
percentage thereof; operating profits; net income; total stockholder return;
return on assets, equity, capital or investment; cash flow and cash flow return
on investment; economic value added and economic profit; growth in earnings per
share; debt to equity ratio; market share; price per share of Common Stock;
market value added; earnings from continuing operations; net worth; turnover in
inventory; expense control within budgets; levels of operating expense and
maintenance expense or measures of customer satisfaction and customer service as
determined from time to time including the relative improvement therein; new
unit growth; implementation of critical projects and processes; or such similar
objectively determinable financial or other measures as may be adopted by the
Committee.  The Performance Goals may differ among Participants,
including among similarly situated Participants.  Performance Criteria
shall be calculated in accordance with the Company’s financial statements or
generally accepted accounting principles, on an operating basis, or under a
methodology established by the Committee prior to the issuance of a Performance
Award that is consistently applied and identified.  In establishing a
Performance Goal applicable to a Performance Award, the Committee may provide
that the attainment of the Performance Goal shall be measured by appropriately
adjusting the evaluation of Performance Goal achievement to exclude (i) any
non-recurring items as described in Accounting Principles Board Opinion No. 30
and/or in management’s discussion and analysis of financial condition and
results of operations appearing in the Company’s annual report to stockholders
for the applicable year, or (ii) the effect of any changes in accounting
principles affecting the Company’s, a Subsidiary’s, business unit’s, division’s
or department’s reported results, or (iii) the impact of any discontinued
operations.

       

      
        
           

        

        
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      10.2
Modification.  If
the Committee determines, in its discretion exercised in good faith, that the
established Performance Goals are no longer suitable to the Company’s objectives
because of a change in the Company’s business, operations, corporate structure,
capital structure, or other conditions the Committee deems to be appropriate,
the Committee may modify the Performance Goals to the extent it considers such
modification to be necessary; provided, however, no such modification shall be
made with respect to any Performance Award that is intended to qualify as
“performance-based compensation” under Section 162(m) of the Code unless (i)
such modification is made no later than the deadline established under Section
162(m) of the Code, and (ii) no Performance Award is paid under the modified
Performance Goal until after the material terms of the modified Performance Goal
are disclosed to and approved by the Company’s stockholders to the extent
required by Section 162(m) of the Code.

       

      10.3
Payment.  The
basis for the grant, vesting or payment, as applicable, of Performance Awards
for a given Performance Period shall be the achievement of those Performance
Goals determined by the Committee as specified in the Performance Award
agreement.  At any time prior to the payment of a Performance Award,
unless otherwise provided by the Committee or prohibited by the Plan, the
Committee shall have the authority to reduce or eliminate the amount payable
with respect to the Performance Award, or to cancel any part or all
of  the Performance Award but, with respect to Performance Awards
intended to qualify as “performance-based compensation” under Section 162(m) of
the Code, shall not have the authority in its discretion to increase the amount
payable with respect to the Performance Award except as permitted under Section
23.  The Committee’s determination with respect to a Performance
Period of whether and to what extent a Performance Goal has been achieved, and,
if so, of the amount of the Performance Award earned for the Performance Period
shall be final and binding on the Company and all Participants, and, with
respect to Performance Awards that are intended to qualify as “performance-based
compensation” under Section 162(m) of the Code, these determinations shall be
certified in writing before such Performance Awards are paid.  Except
as otherwise provided in the Performance Award agreement, all Performance Cash
and Performance Unit awards shall be paid to the Participant in
cash.

       

      10.4
Termination of
Continuous Service.  All of the terms relating to the vesting
and payment, or the forfeiture, of any Performance Award upon the termination of
the Participant’s Continuous Service for any reason, whether by reason of
disability, retirement, death or any other reason, shall be determined by the
Committee at the time of grant or thereafter by amendment.

       

      
        
           

        

        
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      Section 11. Deferred
Stock Awards.  Deferred Stock
Awards under the Plan shall entitle Participants to future payments of shares of
Common Stock upon the expiration of a specified period of time (“Deferral
Period”) and upon the satisfaction of certain conditions during the Deferral
Period.  The terms and conditions of each Deferred Stock Award granted
under the Plan shall be specified by the Committee, in its sole discretion,
which may include the terms and conditions of Section 38, and shall be set forth
in a written agreement between the Company and the Participant in such form as
the Committee shall approve from time to time or as may be reasonably required
in view of the terms and conditions approved by the Committee from time to
time.  The agreements shall contain in substance the following terms
and conditions and may contain such additional terms and conditions, not
inconsistent with the terms of the Plan, as the Committee shall deem
desirable.

       

      11.1
Vesting
Period.  Upon the expiration of the Deferral Period with
respect to each Deferred Stock Award and the satisfaction of any other
applicable limitations, terms or conditions, such Deferred Stock Award shall
become vested in accordance with the terms of the agreement relating to the
Deferred Stock Award.  To the extent the Committee deems necessary or
appropriate to protect against loss of deductibility pursuant to Section 162(m)
of the Code, Deferred Stock Awards to any Participant may also be conditioned
upon achievement of Performance Goals in the same manner as provided in Section
10 regarding Performance Awards.  The Participant shall not be a
stockholder with respect to any shares subject to a Deferred Stock Award until
such shares vest and are issued to the Participant in accordance with the terms
of the Deferred Stock Award agreement.

       

      Section 12. Other
Stock-Based Awards.  Other Stock-Based
Awards may be awarded, subject to limitations under applicable law, that are
denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, shares of Common Stock, as deemed by the
Committee to be consistent with the purposes of the Plan, including, without
limitation, purchase rights, convertible or exchangeable debentures, or other
rights convertible into shares of Common Stock and awards valued by reference to
the value of securities of or the performance of specified
Subsidiaries.  Other Stock-Based Awards may be awarded either alone or
in addition to or in tandem with any other awards under the Plan or any other
plan of the Company.  The terms and conditions of each Other
Stock-Based Award granted under the Plan shall be specified by the Committee, in
its sole discretion, which may include the terms and conditions of Section 38,
and shall be set forth in a written agreement between the Company and the
Participant in such form as the Committee shall approve from time to time or as
may be reasonably required in view of the terms and conditions approved by the
Committee from time to time.

       

      To the
extent the Committee deems necessary or appropriate to protect against loss of
deductibility pursuant to Section 162(m) of the Code, Other Stock-Based Awards
to any Participant may also be conditioned upon the achievement of Performance
Goals in the same manner as provided in Section 10 with respect to Performance
Awards.  

       

      
        
           

        

        
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      Section 13. Loans.  To the extent
permitted by the Sarbanes-Oxley Act of 2002 or other applicable law, the
Committee may provide for loans, on either a short term or demand basis, from
the Company to a Participant who is an employee or consultant of the Company or
any Subsidiary to permit the payment of taxes required by law.

       

      Section 14. Securities
Law Requirements.  No shares of
Common Stock shall be issued upon the exercise or payment of any award unless
and until:

       

      (i) The
shares of Common Stock underlying the award have been registered under the
Securities Act of 1933, as amended (the “Act”), or the Company has determined
that an exemption from the registration requirements under the Act is available
or the registration requirements of the Act do not apply to such exercise or
payment;

       

      (ii) The
Company has determined that all applicable listing requirements of any stock
exchange or quotation system on which the shares of Common Stock are listed have
been satisfied; and

       

      (iii) The
Company has determined that any other applicable provision of state or federal
law, including without limitation applicable state securities laws, has been
satisfied.

       

      Section 15. Restrictions
on Transfer; Representations of Participant; Legends.  Regardless of
whether the offering and sale of shares of Common Stock has been registered
under the Act or has been registered or qualified under the securities laws of
any state, the Company may impose restrictions upon the sale, pledge, or other
transfer of such shares, including the placement of appropriate legends on stock
certificates, if, in the judgment of the Company and its counsel, such
restrictions are necessary or desirable in order to achieve compliance with the
provisions of the Act, the securities laws of any state, or any other
law.  As a condition to the Participant’s receipt of shares, the
Company may require the Participant to represent that such shares are being
acquired for investment, and not with a view to the sale or distribution
thereof, except in compliance with the Act, and to make such other
representations as are deemed necessary or appropriate by the Company and its
counsel.  

       

       The
Company may, but shall not be obligated to, register or qualify the sale of
shares under the Act or any other applicable law.  In the event of any
public offering of Common Stock or other securities of the Company, it may be
necessary for the Company to restrict for a period of time (during or following
the offering process) the transfer of shares of Common Stock issued to a
Participant under the Plan (including any securities issued with respect to such
shares in accordance with Section 23 of the Plan).  As a condition of
the Participant’s receipt of shares, the Committee may require the Participant
to agree not to effect any sale, transfer, pledge or other disposal of the
Participant’s shares during such time and agrees to execute any “lock-up letter”
or similar agreement requested by the Company or its underwriters.

       

      Section 16. Single or
Multiple Agreements.  Multiple forms of
awards or combinations thereof may be evidenced by a single agreement or
multiple agreements, as determined by the Committee.

       

      
        
           

        

        
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      Section 17. Rights of
a Stockholder.  The recipient of
any award under the Plan, unless otherwise provided by the Plan, shall have no
rights as a stockholder with respect thereto unless and until shares of Common
Stock are issued to him.

       

      Section 18. No Right
to Continue Employment or Service.  Nothing in the
Plan or any instrument executed or award granted pursuant thereto shall confer
upon any Participant any right to continue to serve the Company or any
Subsidiary in the capacity in effect at the time the award was granted or shall
affect the right of the Company or any Subsidiary to terminate (i) the
employment of an employee with or without notice and with or without cause, (ii)
the service of a consultant or adviser pursuant to the terms of such
consultant’s or adviser’s agreement with the Company or any Subsidiary or (iii)
the service of a director pursuant to the Bylaws of the Company or any
Subsidiary and any applicable provisions of the corporate law of the state in
which the Company or any Subsidiary is incorporated, as the case may
be.

       

      Section 19. Withholding.   The
Company’s obligations hereunder in connection with any award shall be subject to
applicable foreign, federal, state and local withholding tax
requirements.  Foreign, federal, state and local withholding tax due
under the terms of the Plan may be paid in cash or shares of Common Stock
(including through the withholding of shares of Common Stock otherwise issuable
upon the exercise or payment of such award) having a Fair Market Value equal to
the required withholding and upon such other terms and conditions as the
Committee shall determine; provided, however, the Committee, in its sole
discretion, may require that such taxes be paid in cash.

       

      Section 20. Indemnification.   No member of the
Board or the Committee, nor any officer or employee of the Company or a
Subsidiary acting on behalf of the Board or the Committee, shall be personally
liable for any action, determination or interpretation taken or made in good
faith with respect to the Plan, and all members of the Board or the Committee
and each and any officer or employee of the Company or any Subsidiary acting on
their behalf shall, to the extent permitted by law, be fully indemnified and
protected by the Company in respect of any such action, determination or
interpretation.

       

      Section 21. Non-Assignability.  No right or
benefit hereunder shall in any manner be subject to the debts, contracts,
liabilities or torts of the person entitled to such right or
benefit.  No award under the Plan shall be assignable or transferable
by the Participant except by will, by the laws of descent and distribution and
by such other means as the Committee may approve from time to time, and all
awards shall be exercisable, during the Participant’s lifetime, only by the
Participant.

       

      Notwithstanding
the preceding, the Participant, with the approval of the Committee, may transfer
a Non-Qualified Stock Option for no consideration to or for the benefit of the
Participant’s Immediate Family (including, without limitation, to a trust for
the benefit of the Participant’s Immediate Family or to a partnership or limited
liability company for one or more members of the Participant’s Immediate
Family), subject to such limits as the Committee may establish, and the
transferee shall remain subject to all the terms and conditions applicable to
the Non-Qualified Stock Option prior to such transfer.  The foregoing
right to transfer a Non-Qualified Stock Option shall apply to the right to
consent to amendments to the Stock Option agreement and, in the discretion of
the Committee, shall also apply to the right to transfer ancillary rights
associated with the Non-Qualified Stock Option.  The term “Immediate
Family” shall mean the Participant’s spouse, parents, children, stepchildren,
adoptive relationships, sisters, brothers and grandchildren (and, for this
purpose, shall also include the Participant).

       

      
        
           

        

        
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      At the
request of the Participant and subject to the approval of the Committee, Common
Stock purchased upon exercise of a Non-Qualified Stock Option may be issued or
transferred into the name of the Participant and his or her spouse jointly with
rights of survivorship.

      


      Except as
set forth above or in a Stock Option agreement, any attempted assignment, sale,
transfer, pledge, mortgage, encumbrance, hypothecation, or other disposition of
an award under the Plan contrary to the provisions hereof, or the levy of any
execution, attachment, or similar process upon an award under the Plan shall be
null and void and without effect.

      


      Section 22. Nonuniform
Determinations.  The Committee’s
determinations under the Plan (including without limitation determinations of
the persons to receive awards, the form, amount and timing of such awards, the
terms and provisions of such awards and the agreements evidencing same, and the
establishment of values and performance targets) need not be uniform and may be
made by it selectively among persons who receive, or are eligible to receive,
awards under the Plan, whether or not such persons are similarly
situated.

       

      Section 23. Adjustments.  In the event of
any change in the outstanding shares of Common Stock, without the receipt of
consideration by the Company,  by reason of a stock dividend, stock
split, reverse stock split or distribution, recapitalization, merger,
reorganization, reclassification, consolidation, split-up, spin-off, combination
of shares, exchange of shares, partial or complete liquidation of the Company,
or other change in corporate structure affecting the Common Stock and not
involving the receipt of consideration by the Company, the Committee or the
Board shall make appropriate adjustments in (a) the aggregate number of shares
of Common Stock (i) available for issuance under the Plan, (ii) for which grants
or awards may be made to any Participant or to any group of Participants (e.g.,
Outside Directors) (iii) which are available for issuance under Stock
Options,  Stock Appreciation Rights,  Restricted Stock
Awards, Restricted Stock Units, Performance Awards, Deferred Stock Awards and
Other Stock-Based Awards, (iv) covered by outstanding unexercised awards and
grants denominated in shares or units of Common Stock, and (v) underlying Stock
Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,
Performance Units or Performance Shares, Deferred Stock and Other Stock-Based
Awards granted pursuant to Section 39, (b) the exercise or other applicable
price related to outstanding awards or grants and (c) the appropriate Fair
Market Value and other price determinations relevant to outstanding awards or
grants and shall make such other adjustments as may be appropriate under the
circumstances; provided, the number of shares subject to any award or grant
always shall be a whole number.

       

      Section 24. Termination
and Amendment.  The Board may
terminate or amend the Plan or any portion thereof at any time and the Committee
may amend the Plan to the extent provided in Section 3, without approval of the
stockholders of the Company, unless stockholder approval is required by Rule
16b-3 of the Exchange Act, applicable stock exchange or NASDAQ or other
quotation system rules, applicable Code provisions, Section 6.6 or 7.1 of the
Plan or other applicable laws or regulations.  No amendment,
termination or modification of the Plan shall affect any award theretofore
granted in any material adverse way without the consent of the
recipient.

       

      
        
           

        

        
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      Section 25. Severability.  If any of the
terms or provisions of this Plan, or awards made under this Plan, conflict with
the requirements of Section 162(m) or Section 422 of the Code with respect to
awards subject to or governed by Section 162(m) or Section 422 of the Code, then
such terms or provisions shall be deemed inoperative to the extent they so
conflict with the requirements of Section 162(m) or Section 422 of the Code.
With respect to an Incentive Stock Option, if this Plan does not contain any
provision required to be included herein under Section 422 of the Code (as the
same shall be amended from time to time), such provision shall be deemed to be
incorporated herein with the same force and effect as if such provision had been
set out herein.

       

      Section 26. Effect on
Other Plans.  Except as
otherwise provided in a Participant’s employment agreement with the Company or
any Subsidiary, participation in this Plan shall not affect an employee’s
eligibility to participate in any other benefit or incentive plan of the Company
or any Subsidiary and any awards made pursuant to this Plan shall not be used in
determining the benefits provided under any other plan of the Company or any
Subsidiary unless specifically provided.

       

      Section 27. Effective
Date of the Plan.  The Plan shall
become effective on June 3, 2009 (the “Effective Date”), subject to approval of
the stockholders of the Company to the extent required by applicable Code
provisions or other applicable law.

       

      Section 28. Governing
Law.  This Plan and all
agreements executed in connection with the Plan shall be governed by, and
construed in accordance with, the laws of the State of Tennessee, without regard
to its conflicts of law doctrine.  

       

      Section 29. Gender
and Number.  Words denoting
the masculine gender shall include the feminine gender, and words denoting the
feminine gender shall include the masculine gender.  Words in the
plural shall include the singular, and the singular shall include the
plural.

       

      Section 30. Acceleration
of Exercisability and Vesting.  The Committee
shall have the power to accelerate the time at which an award may first be
exercised or the time during which an award or any part thereof will vest in
accordance with the Plan, notwithstanding the provisions in the award stating
the time at which it may first be exercised or the time during which it will
vest, except to the extent that such acceleration would result in the imposition
of an additional tax under Section 409A(a)(1)(B) of the Code.

       

      Section 31. Modification
of Awards.  Within the limitations of the Plan (including but
not limited to the repricing prohibitions set forth in Sections 6.6 and 7.5) and
subject to Sections 23 and 37, the Committee may modify outstanding awards or
accept the cancellation of outstanding awards for the granting of new awards in
substitution therefor.  Notwithstanding the preceding sentence, except
for any adjustment described in Section 23, 37, or 38, no modification of an
award shall, without the consent of the Participant, alter or impair any rights
or obligations under any award previously granted under the Plan in any material
adverse way without the affected Participant’s consent.  For purposes
of the preceding sentence, any modification to any of the following terms or
conditions of an outstanding unexercised award or grant shall be deemed to be a
material modification: (i) the number of shares of Common Stock covered by such
award or grant, (ii) the exercise or other applicable price or Fair Market Value
determination related to such award or grant, (iii) the period of time within
which the award or grant vests and is exercisable and the terms and conditions
of such vesting and exercise, (iv) the type of award or Stock Option, and (v)
the restrictions on transferability of the award or grant and of any shares of
Common Stock issued in connection with such award or grant.

       

      
        
           

        

        
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      Section 32. No Strict
Construction.  No rule of strict construction shall be applied
against the Company, the Committee, or any other person in the interpretation of
any of the terms of the Plan, any agreement executed in connection with the
Plan, any  award granted under the Plan, or any rule, regulation or
procedure established by the Committee.

       

      Section 33. Successors.  This
Plan is binding on and will inure to the benefit of any successor to the
Company, whether by way of merger, consolidation, purchase, or
otherwise.

       

      Section 34. Plan
Provisions Control.  The terms of the Plan govern all awards
granted under the Plan, and in no event will the Committee have the power to
grant any award under the Plan which is contrary to any of the provisions of the
Plan.  In the event any provision of any award granted under the Plan
shall conflict with any term in the Plan, the term in the Plan shall
control.

       

      Section 35. Headings.  The
headings used in the Plan are for convenience only, do not constitute a part of
the Plan, and shall not be deemed to limit, characterize, or affect in any way
any provisions of the Plan, and all provisions of the Plan shall be construed as
if no captions had been used in the Plan.

       

      Section 36. Code
Section 409A.  To the extent applicable, the parties intend
that the Plan and award agreements shall be interpreted and construed in
compliance with Section 409A of the Code and Treasury Department regulations and
other interpretive guidance issued thereunder.  Notwithstanding the
foregoing, the Company shall not be required to assume any increased economic
burden in connection therewith.  Although the Company intends to
administer the Plan so that it will comply with the requirements of Section 409A
of the Code, the Company does not represent or warrant that the Plan will comply
with Section 409A of the Code or any other provision of federal, state, local,
or non-United States law.  Neither the Company nor any of its
Subsidiaries, nor its or their respective directors, officers, employees or
advisers, shall be liable to any Participant (or any other individual claiming a
benefit through the Participant) for any tax, interest, or penalties the
Participant might owe as a result of participation in the Plan.

       

      
        
           

        

        
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      Section 37. Change of
Control.  Except as otherwise provided under (i) a
Participant’s employment agreement with the Company or any Subsidiary, or (ii)
the Company’s severance plan or any other plan maintained by the Company or any
Subsidiary, or (iii) any other agreement between the Participant and the Company
or any Subsidiary, in the event of a Change of Control, but only if and to the
extent so determined by the Committee at or after the grant or award of a Plan
award (subject to any right of approval expressly reserved by the Committee at
the time of such determination), and subject to the terms and conditions or
alternative provisions specified by the Committee, in its sole discretion, in an
award agreement, the following provisions shall apply:

       

      (a) In
the event that the Change of Control results from a transaction pursuant to
which the stockholders of the Company receive shares of common stock of an
acquiring entity (the “Acquirer”) that are registered under Section 12 of the
Exchange Act, (i) there shall be substituted for each share of Common Stock
available under the Plan and each share of Common Stock then subject to an
outstanding Plan award the number and class of shares of common stock of the
Acquirer into which each outstanding share of Common Stock shall be converted
pursuant to such Change of Control and such awards shall continue as outstanding
awards under the Plan in accordance with their terms as established by the
Committee, except for the substitution of shares of common stock of the
Acquirer, (ii) if, with respect to each outstanding Performance Award, the
Acquirer establishes Performance Goals that are comparable in all material
respects to the Performance Goals established by the Committee for such awards
in accordance with the Plan (“Comparable Goals”), such awards shall continue as
outstanding Performance Awards under the Plan in accordance with their terms as
established by the Committee, except for the substitution of the Comparable
Goals, and (iii) if, with respect to each such outstanding Performance Award the
Acquirer fails to establish Comparable Goals, then all performance goals for
such awards shall lapse and such awards shall continue as outstanding
Performance Awards under the Plan at the 100% target performance level subject
only to the non-performance goal restrictions and deferral limitations
applicable to such awards, if any, established by the Committee for such awards
in accordance with the Plan (the “Modified Awards”).  In the event of
any substitution pursuant to clause (i) of the preceding sentence, the exercise
price per share in the case of a Stock Option and the specified base price in
the case of a Stock Appreciation Right shall be appropriately adjusted by the
Board or the Committee (whose determination shall be final, binding and
conclusive), such adjustments to be made in compliance with Code Section 409A to
the extent applicable and, to the extent permitted by the applicable provisions
of Code Section 409A, without an increase in the aggregate purchase price or
specified base price.

       

      (b) In
the event that the Change of Control, except a Change of Control specified in
Section 37(c) below, occurs and the Continuous Service of a Participant is
terminated within two years following the occurrence of such Change of Control
under circumstances, in the case of an employee, in which such employee is
entitled to receive a severance payment, and in the case of an adviser or
consultant, as provided in such Participant’s respective award agreement, and in
the case of a director, under all circumstances, the following acceleration and
valuation provisions shall apply (the date of such termination of Continuous
Service is referred to as the “Date of Termination”):

       

      (i) Any
Stock Options and Stock Appreciation Rights not previously exercisable and
vested shall become fully exercisable and vested and, if the remaining term of
such Stock Option or Stock Appreciation Right shall then be for a period of
fewer than three years from the Date of Termination, such term shall be extended
to the earliest of: (A) the date which is three years following such Date of
Termination, or (B) the latest date upon which the Stock Option or Stock
Appreciation Right could have expired by its original terms under any
circumstances, or (C) the 10th
anniversary of the original date of grant of the Stock Option or Stock
Appreciation Right.

       

      
        
           

        

        
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      (ii) Any
restrictions and deferral limitations applicable to any outstanding Restricted
Stock Award, Restricted Stock Units, Deferred Stock Award, or Other Stock-Based
Award, in each case to the extent not already vested, shall lapse and such
awards shall be fully vested.

       

      (iii) Any
restrictions and deferral limitations applicable to any outstanding Performance
Award, including Modified Awards or other awards conditioned upon the
achievement of Performance Goals, in each case to the extent not already vested,
shall lapse and such awards shall be vested at the 100% target performance level
with respect to the number of shares of Common Stock, or shares of common stock
of the Acquirer, subject to each award and the amount subject to each award, in
each case, unless otherwise set forth in the award agreement, multiplied by a
fraction, the numerator of which is the number of days in the Performance Period
applicable to such award that shall have elapsed as of the Date of Termination
and the denominator of which is the total number of days in such Performance
Period.

       

      (c) In
the event that the Change of Control results from a transaction pursuant to
which the stockholders of the Company receive consideration other than shares of
common stock of the Acquirer that are registered under Section 12 of the
Exchange Act, the following acceleration and valuation provisions shall
apply:

       

      (i) Any
Stock Options and Stock Appreciation Rights not previously exercisable and
vested shall become fully exercisable and vested.

       

      (ii) Any
restrictions and deferral limitations applicable to any Restricted Stock Award,
Restricted Stock Units, Deferred Stock Award or Other Stock-Based Award, in each
case to the extent not already vested, shall lapse and such awards shall be
fully vested.

       

      (iii) Any
restrictions and deferral limitations applicable to any outstanding Performance
Award, or other award conditioned upon the achievement of Performance Goals, in
each case to the extent not already vested, shall lapse and such awards shall be
vested at the 100% target performance level with respect to the number of shares
of Common Stock subject to each award and the amount subject to each award, in
each case, unless otherwise set forth in the award agreement, multiplied by a
fraction, the numerator of which is the number of days in the Performance Period
applicable to such award that shall have elapsed as of the date of such Change
of Control and the denominator of which is the total number of days in such
Performance Period.

       

      (iv) The
value of all outstanding Stock Options, Stock Appreciation Rights, Restricted
Stock Awards, Restricted Stock Units, Performance Awards, Deferred Stock Awards
and Other Stock-Based Awards, in each case to the extent vested, shall, unless
otherwise determined by the Board or the Committee in its sole discretion at or
after the grant or award of such Plan award but prior to such Change of Control,
be cashed out on the date of such Change of Control on the basis of the Fair
Market Value of the shares of Common Stock subject to the award or, in the case
of Performance Awards and other awards conditioned upon the achievement of
Performance Goals, award value, as the case may be, as of the date of such
Change of Control, provided that in the case of any award subject to Code
Section 409A, such cash settlement shall be made in compliance with Code Section
409A to the extent applicable.

       

      
        
           

        

        
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      Section 38. Clawback
Provision. Notwithstanding anything
to the contrary in the Plan, an award agreement may provide that the award shall
be cancelled if the Participant, without the consent of the Company, while
engaged in Continuous Service or after the termination thereof, violates a
non-competition, non-solicitation or non-disclosure covenant or agreement or
otherwise engages in activity that is in conflict with or adverse to the
interest of the Company or any Subsidiary, including fraud or conduct
contributing to any financial restatements or irregularities, as determined by
the Committee in its sole discretion.  The Committee may also provide
in an award agreement that if the Participant engages in any activity referred
to in the preceding sentence, the Participant will forfeit any gain realized on
the vesting or exercise of such award and must repay the gain to the
Company.

       

      Section 39. Conversion
of Director Fees.  Subject to compliance with the applicable
provisions of Code Section 409A, the Board may, at its sole discretion, permit
an Outside Director to receive all or a portion of his or her annual retainer
fee, any fees for attending meetings of the Board or committees thereof,
committee chairmanship fees or any other fees payable to an Outside Director in
the form of a Stock Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Units, Performance Units or Performance Shares, Deferred Stock
or Other Stock-Based Award.  The terms and conditions of such Stock
Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Units,
Performance Units or Performance Shares, Deferred Stock or Other Stock-Based
Award, including (without limitation) the method for converting the annual
retainer fee or any other fee payable to an Outside Director, the date of grant,
the vesting schedule, if any, and the time period for an Outside Director to
elect such form of payment shall be determined solely by the Board, subject to
compliance with the applicable provisions of Code Section 409A.  The
Board’s decision shall be final, binding and conclusive.

       

      
        
           

        

        
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