**Exhibit 10**

 

**HyperFeed Technologies, Inc.**

**2005 Long-Term Incentive Plan**

 

# 1.                                       **ESTABLISHMENT, PURPOSE AND TERMOF PLAN****.**

 

## 1.1                                 **Establishment*.***  The HyperFeed Technologies, Inc. 2005Long-Term Incentive Plan (the *“**Plan**”*)is hereby established effective as of November 4, 2005 (the *“**Effective Date**”*), subject toapproval by the shareholders of the Company on that date.

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## 1.2                                 **Purpose*.***  The purpose of the Plan is to advance theinterests of the Participating Company Group and its shareholders by providingan incentive to attract and retain the best qualified personnel to performservices for the Participating Company Group, by motivating such persons tocontribute to the growth and profitability of the Participating Company Group,by aligning their interests with interests of the Company’s shareholders, andby rewarding such persons for their services by tying a significant portion oftheir total compensation package to the success of the Company.  The Plan seeks to achieve this purpose byproviding for Awards in the form of Options, Stock Appreciation Rights,Restricted Stock Awards, Performance Shares, Performance Units, RestrictedStock Units, Deferred Compensation Awards and other Stock-Based Awards asdescribed below.

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## 1.3                                 **Term of Plan.**  ThePlan shall continue in effect until the earlier of its termination by the Boardor the date on which all of the shares of Stock available for issuance underthe Plan have been issued and all restrictions on such shares under the termsof the Plan and the agreements evidencing Awards granted under the Plan havelapsed.  However, all Awards shall begranted, if at all, within ten (10) years from the Effective Date.  Moreover, Incentive Stock Options shall notbe granted later than ten (10) years from the date of shareholder approvalof the Plan.

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# 2.                                       **DEFINITIONS AND CONSTRUCTION****.**

 

## 2.1                                 **Definitions.** Wheneverused herein, the following terms shall have their respective meanings set forthbelow:

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### (a)                                  *“**Affiliate**”* means (i) anentity, other than a Parent Corporation, that directly, or indirectly throughone or more intermediary entities, controls the Company or (ii) an entity,other than a Subsidiary Corporation, that is controlled by the Companydirectly, or indirectly through one or more intermediary entities.  For this purpose, the term “control”(including the term “controlled by”) means the possession, direct or indirect,of the power to direct or cause the direction of the management and policies ofthe relevant entity, whether through the ownership of voting securities, bycontract or otherwise; or shall have such other meaning assigned such term forthe purposes of registration on Form S-8 under the Securities Act.

 

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### (b)                                 *“**Award**”* means any Option,SAR, Restricted Stock Award, Performance Share, Performance Unit, RestrictedStock Unit or Deferred Compensation Award or other Stock-Based Award grantedunder the Plan.

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### (c)                                  *“**Award Agreement**”* means awritten agreement between the Company and a Participant setting forth theterms, conditions and restrictions of the Award granted to the Participant.

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### (d)                                 *“**Board****”* means the Board of Directors of the Company.

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### (e)                                  ***“Change in Control”****means the occurrence of any of the following events:*

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#### (i)                                     Themembers of the Board on the Effective Date (“Incumbent Directors”) cease forany reason other than death to constitute at least a majority of the members ofthe Board, provided that any director whose election, or nomination forelection by the Company’s shareholders, was approved by a vote of at least amajority of the then Incumbent Directors also will be treated as an IncumbentDirector; or

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#### (ii)                                  Any“person” including a “group” (as such terms are used in the Exchange Act §§13(d) and14(d)(2), but excluding the Company, any other Participating Company, any employeebenefit plan of the Company or any Participating Company) is or becomes the “beneficialowner” (as defined in Rule 13d-3 under the Act), directly or indirectly,of securities of the Company representing more than 50 percent of the combinedvoting power of the Company’s then outstanding securities; or

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#### (iii)                               The consummation of adefinitive agreement or a series of related agreements **[a]**for the merger or other business combination of the Company with or intoanother entity of which the shareholders of the Company immediately before theeffective date of the merger or other business combination own less than 50percent of the voting power of the surviving business entity immediately afterthe effective date of the merger or other business combination or **[b]** for the sale or other disposition of all orsubstantially all of the assets of the Company to another entity in which theshareholders of the Company immediately before the effective date of suchmerger or other business combination own less than 50 percent of the votingpower immediately after the sale or disposition; or

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#### (iv)                              Theliquidation or dissolution of the Company.

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### (f)                                    *“**Code****”* means the Internal Revenue Code of 1986, as amended, andany applicable regulations promulgated thereunder.

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### (g)                                 *“**Committee****”* means the Compensation Committee of the Board dulyappointed to administer the Plan and having such powers as shall be specifiedby the Board.

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### (h)                                 *“**Company****”* means HyperFeed Technologies, Inc., a Delawarecorporation, or any successor corporation thereto.

 

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### (i)                                     *“**Consultant****”* means a person engaged to provide consulting or advisoryservices (other than as an Employee or a member of the Board) to aParticipating Company, provided that the identity of such person, the nature ofsuch services or the entity to which such services are provided would notpreclude the Company from offering or selling securities to such personpursuant to the Plan in reliance on registration on a Form S-8Registration Statement under the Securities Act.

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### (j)                                     *“**DeferredCompensation Award**”* means an award of Stock Units grantedto a Participant pursuant to Section 11 of the Plan.

 

### (k)                                  *“Nonemployee **Director**”*means a member of the Board who is not an employee of the Company.

 

### (l)                                     *“**Disability****”* means the permanent and total disability of theParticipant, within the meaning of Section 22(e)(3) of the Code.

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### (m)                               *“**Dividend Equivalent**”* means acredit, made at the discretion of the Committee or as otherwise provided by thePlan, to the account of a Participant in an amount equal to the cash dividendspaid on one share of Stock for each share of Stock represented by an Award heldby such Participant.

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### (n)                                 *“**Employee****”* means any person treated as an employee (including anOfficer or a member of the Board who is also treated as an employee) in therecords of a Participating Company and, with respect to any Incentive StockOption granted to such person, who is an employee for purposes of Section 422of the Code; provided, however, that neither service as a member of the Boardnor payment of a director’s fee shall be sufficient to constitute employmentfor purposes of the Plan.  The Companyshall determine in good faith and in the exercise of its discretion whether anindividual has become or has ceased to be an Employee and the effective date ofsuch individual’s employment or termination of employment, as the case maybe.  For purposes of an individual’srights, if any, under the Plan as of the time of the Company’s determination,all such determinations by the Company shall be final, binding and conclusive,notwithstanding that the Company or any court of law or governmental agencysubsequently makes a contrary determination.

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### (o)                                 *“**Exchange Act****”* means the Securities Exchange Act of 1934, as amended.

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### (p)                                 *“**Fair Market Value****”* means, as of any date, the value of a share of Stock orother property as determined by the Committee, in its discretion, or by theCompany, in its discretion, if such determination is expressly allocated to theCompany herein, subject to the following:

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#### (i)                                     Exceptas otherwise determined by the Committee, if, on such date, the Stock is listedon a national or regional securities exchange or market system, the Fair MarketValue of a share of Stock shall be the closing price of a share of Stock asquoted on the New York Stock Exchange or such other national or regionalsecurities exchange or market system constituting the primary market for theStock, as reported in *The Wall StreetJournal* or such other source as the Company deems reliable.  If the relevant date does not fall on a dayon

 

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#### which the Stock has traded on such securities exchange or marketsystem, the date on which the Fair Market Value shall be established shall bethe last day on which the Stock was so traded prior to the relevant date, orsuch other appropriate day as shall be determined by the Committee, in itsdiscretion.

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#### (ii)                                  If,on such date, the Stock is not listed on a national or regional securitiesexchange or market system, the Fair Market Value of a share of Stock shall beas determined by the Committee in good faith without regard to any restrictionother than a restriction which, by its terms, will never lapse.

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### (q)                                 *“**Incentive StockOption**”* means an Option intended to be (as set forth inthe Award Agreement) and which qualifies as an incentive stock option withinthe meaning of Section 422(b) of the Code.

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### (r)                                    *“**Insider**”*means an Officer, a Director or any other person whose transactions in Stockare subject to Section 16 of the Exchange Act.

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### (s)                                  ***“Net-Exercise”*** means a procedure bywhich the Participant will be issued a number of shares of Stock determined inaccordance with the following formula:

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### X = Y(A-B)/A, where

### X = the number of shares of Stock to be issued to theParticipant upon exercise of the Option;

### Y = the total number of shares with respect to whichthe Participant has elected to exercise the Option;

### A = the Fair Market Value of one (1) share ofStock;

### B = the exercise price per share (as defined in theParticipant’s Award Agreement).

 

### (t)                                    *“**Nonemployee Director**”* meansa Director who is not an Employee.

 

### (u)                                 *“**Nonstatutory Stock Option****”* means an Option not intended to be (asset forth in the Award Agreement) an incentive stock option within the meaning ofSection 422(b) of the Code.

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### (v)                                 *“**Officer**”* means any persondesignated by the Board as an officer of the Company.

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### (w)                               *“**Option****”* means the right to purchase Stock at a stated price for aspecified period of time granted to a Participant pursuant to Section 6 ofthe Plan.  An Option may be either anIncentive Stock Option or a Nonstatutory Stock Option.

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### (x)                                   ***“Option Expiration Date”*** means thedate of expiration of the Option’s term as set forth in the Award Agreement.

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### (y)                                 *“**Parent Corporation****”* means any present or future “parent corporation” of theCompany, as defined in Section 424(e) of the Code.

 

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### (z)                                   *“**Participant**”* means anyeligible person who has been granted one or more Awards.

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### (aa)                            *“**Participating Company****”* means the Company or any Parent Corporation, SubsidiaryCorporation or Affiliate.

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### (bb)                          *“**Participating Company Group****”* means, at any point in time, allentities collectively which are then Participating Companies.

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### (cc)                            *“**Performance Award**”* means anAward of Performance Shares or Performance Units.

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### (dd)                          *“**Performance Award Formula**”*means, for any Performance Award, a formula or table established by theCommittee pursuant to Section 9.3 of the Plan which provides the basis forcomputing the value of a Performance Award at one or more threshold levels ofattainment of the applicable Performance Goal(s) measured as of the end of theapplicable Performance Period.

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### (ee)                            *“**Performance Goal**”* means aperformance goal established by the Committee pursuant to Section 9.3 ofthe Plan.

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### (ff)                                *“**Performance Period**”* means aperiod established by the Committee pursuant to Section 9.3 of the Plan atthe end of which one or more Performance Goals are to be measured.

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### (gg)                          *“**Performance Share**”* means abookkeeping entry representing a right granted to a Participant pursuant to Section 9of the Plan to receive a payment equal to the value of a Performance Share, asdetermined by the Committee, based on performance.

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### (hh)                          *“**Performance Unit**”* means abookkeeping entry representing a right granted to a Participant pursuant to Section 9of the Plan to receive a payment equal to the value of a Performance Unit, asdetermined by the Committee, based upon performance.

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### (ii)                                  *“**Restricted Stock Award**”*means an Award of Restricted Stock.

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### (jj)                                  *“**Restricted StockUnit”*** or *“**Stock Unit**”* means a bookkeepingentry representing a right granted to a Participant pursuant to Section 10or Section 11 of the Plan, respectively, to receive a share of Stock on adate determined in accordance with the provisions of Section 10 or Section 11,as applicable, and the Participant’s Award Agreement.

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### (kk)                            *“**Restriction Period**”* meansthe period established in accordance with Section 8.4 of the Plan duringwhich shares subject to a Restricted Stock Award are subject to VestingConditions.

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### (ll)                                  ***“Retirement”***.  Unless the Committee specifies otherwise inthe Award Agreement, the date a Participant’s employment, consultingrelationship, or membership on the Board of Directors Terminates on or afterearlier of [a] reaching age 65 or [b] reaching age 55 and completing at least 7years of service [as defined in the Company’s tax-qualified

 

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### Code §401(k) plan as in effect on the Effective Date, whether or notthe Participant is participating in, or eligible to participant in, that plan].

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### (mm)                      *“**Rule 16b-3**”*means Rule 16b-3 under the Exchange Act, as amended from time to time, orany successor rule or regulation.

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### (nn)                          *“**SAR**”* or *“**Stock Appreciation Right**”* means a bookkeepingentry representing, for each share of Stock subject to such SAR, a rightgranted to a Participant pursuant to Section 7 of the Plan to receivepayment in shares of Stock of an amount equal to the excess, if any, of theFair Market Value of a share of Stock on the date of exercise of the SAR overthe exercise price.

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### (oo)                          *“**Section 162(m)**”*means Section 162(m) of the Code.

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### (pp)                          *“**Securities Act****”* means the Securities Act of 1933, as amended.

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### (qq)                          *“**Service****”* means a Participant’s employment or service with the ParticipatingCompany Group, whether in the capacity of an Employee, a Director or aConsultant.  A Participant’s Serviceshall not be deemed to have terminated merely because of a change in thecapacity in which the Participant renders such Service or a change in theParticipating Company for which the Participant renders such Service, providedthat there is no interruption or termination of the Participant’s Service.  Furthermore, a Participant’s Service shallnot be deemed to have terminated if the Participant takes any military leave,sick leave, or other bona fide leave of absence approved by the Company.  However, if any such leave taken by aParticipant exceeds ninety (90) days, then on the one hundred eighty-first (181st)day following the commencement of such leave any Incentive Stock Option held bythe Participant shall cease to be treated as an Incentive Stock Option andinstead shall be treated thereafter as a Nonstatutory Stock Option, unless theParticipant’s right to return to Service with the Participating Company Groupis guaranteed by statute or contract. Notwithstanding the foregoing, unless otherwise designated by theCompany or required by law, a leave of absence shall not be treated as Servicefor purposes of determining vesting under the Participant’s AwardAgreement.  A Participant’s Service shallbe deemed to have terminated either upon an actual termination of Service orupon the entity for which the Participant performs Service ceasing to be aParticipating Company.  Subject to theforegoing, the Company, in its discretion, shall determine whether theParticipant’s Service has terminated and the effective date of suchtermination.

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### (rr)                                *“**Stock****”* means the common stock of the Company, as adjusted fromtime to time in accordance with Section 4.2 of the Plan.

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### (ss)                            *“**Stock-Based Awards****”* means any award that is valued in whole or in part byreference to, or is otherwise based on, the Stock, including dividends on theStock, but not limited to those Awards described in Sections 6 through 11of the Plan.

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### (tt)                                *“**Subsidiary Corporation****”* means any present or future “subsidiarycorporation” of the Company, as defined in Section 424(f) of theCode.

 

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### (uu)                          *“**Ten Percent Owner**”*means a Participant who, at the time an Option is granted to the Participant,owns stock possessing more than ten percent (10%) of the total combined votingpower of all classes of stock of a Participating Company (other than anAffiliate) within the meaning of Section 422(b)(6) of the Code.

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### (vv)                          *“**Vesting Conditions**”* meansthose conditions established in accordance with Section 8.4 or Section 10.2of the Plan prior to the satisfaction of which shares subject to a RestrictedStock Award or Restricted Stock Unit Award, respectively, remain subject toforfeiture or a repurchase option in favor of the Company upon the Participant’stermination of Service.

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## 2.2                                 **Construction.** Captions and titles contained herein are for convenience only and shallnot affect the meaning or interpretation of any provision of the Plan.  Except when otherwise indicated by thecontext, the singular shall include the plural and the plural shall include thesingular.  Use of the term “or” is notintended to be exclusive, unless the context clearly requires otherwise.

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# 3.                                       **ADMINISTRATION****.**

 

## 3.1                                 **Administration by the Committee.**  The Plan shall be administered by theCommittee.  All questions ofinterpretation of the Plan or of any Award shall be determined by theCommittee, and such determinations shall be final and binding upon all personshaving an interest in the Plan or such Award.

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## 3.2                                 **Authority of Officers.** Any Officer shall have the authority to act on behalf of the Companywith respect to any matter, right, obligation, determination or election whichis the responsibility of or which is allocated to the Company herein, providedthe Officer has apparent authority with respect to such matter, right,obligation, determination or election. In addition, to the extent specified in a resolution adopted by theBoard, the Chief Executive Officer of the Company shall have the authority togrant Awards to an Employee who is not an Insider and who is receiving a salarybelow the level which requires approval by the Committee; provided that theterms of such Awards conform to guidelines established by the Committee andprovided further that at the time of making such Awards the Chief ExecutiveOfficer also is a Director.

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## 3.3                                 **Administration with Respect to Insiders.**  With respect to participation by Insiders inthe Plan, at any time that any class of equity security of the Company isregistered pursuant to Section 12 of the Exchange Act, the Plan shall beadministered in compliance with the requirements, if any, of Rule 16b-3.

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## 3.4                                 **Committee Complying with Section 162(m).**  While the Company is a “publicly heldcorporation” within the meaning of Section 162(m), the Board may establisha Committee of “outside directors” within the meaning of Section 162(m) toapprove the grant of any Award which might reasonably be anticipated to resultin the payment of employee remuneration that would otherwise exceed the limiton employee remuneration deductible for income tax purposes pursuant to Section 162(m).

 

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## 3.5                                 **Powers of the Committee*.***  In addition to any other powers set forth inthe Plan and subject to the provisions of the Plan, the Committee shall havethe full and final power and authority, in its discretion:

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### (a)                                  todetermine the persons to whom, and the time or times at which, Awards shall begranted and the number of shares of Stock or units to be subject to each Awardbased on the recommendation of the Chief Executive Officer of the Company(except that Awards to the Chief Executive Officer shall be based on therecommendation of the independent members of the Board in compliance withapplicable stock exchange rules and Awards to Nonemployee Directors shallbe granted automatically pursuant to Section 7 of the Plan);

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### (b)                                 todetermine the type of Award granted and to designate Options as Incentive StockOptions or Nonstatutory Stock Options;

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### (c)                                  todetermine the Fair Market Value of shares of Stock or other property;

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### (d)                                 todetermine the terms, conditions and restrictions applicable to each Award(which need not be identical) and any shares acquired pursuant thereto,including, without limitation, (i) the exercise or purchase price ofshares purchased pursuant to any Award, (ii) the method of payment forshares purchased pursuant to any Award, (iii) the method for satisfactionof any tax withholding obligation arising in connection with Award, includingby the withholding or delivery of shares of Stock, (iv) the timing, termsand conditions of the exercisability or vesting of any Award or any sharesacquired pursuant thereto, (v) the Performance Award Formula andPerformance Goals applicable to any Award and the extent to which suchPerformance Goals have been attained, (vi) the time of the expiration ofany Award, (vii) the effect of the Participant’s termination of Service onany of the foregoing, and (viii) all other terms, conditions andrestrictions applicable to any Award or shares acquired pursuant thereto notinconsistent with the terms of the Plan;

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### (e)                                  todetermine whether an Award will be settled in shares of Stock, cash, or in anycombination thereof;

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### (f)                                    toapprove one or more forms of Award Agreement;

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### (g)                                 toamend, modify, extend, cancel or renew any Award or to waive any restrictionsor conditions applicable to any Award or any shares acquired pursuant thereto;

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### (h)                                 toaccelerate, continue, extend or defer the exercisability or vesting of anyAward or any shares acquired pursuant thereto, including with respect to theperiod following a Participant’s termination of Service;

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### (i)                                     withoutthe consent of the affected Participant and notwithstanding the provisions ofany Award Agreement to the contrary, to unilaterally substitute at any time aStock Appreciation Right providing for settlement solely in shares of Stock inplace of any outstanding Option, provided that such Stock Appreciation Rightcovers the same number of shares of Stock and provides for the same exerciseprice (subject in each case to adjustment in

 

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### accordance with Section 4.2) as the replaced Option and otherwiseprovides substantially equivalent terms and conditions as the replaced Option,as determined by the Committee;

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### (j)                                     toprescribe, amend or rescind rules, guidelines and policies relating to thePlan, or to adopt sub-plans or supplements to, or alternative versions of, thePlan, including, without limitation, as the Committee deems necessary ordesirable to comply with the laws or regulations of or to accommodate the taxpolicy, accounting principles or custom of, foreign jurisdictions whosecitizens may be granted Awards;

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### (k)                                  tocorrect any defect, supply any omission or reconcile any inconsistency in thePlan or any Award Agreement and to make all other determinations and take suchother actions with respect to the Plan or any Award as the Committee may deemadvisable to the extent not inconsistent with the provisions of the Plan orapplicable law; and

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### (l)                                     todelegate to the Chief Executive Officer or the Chief Operating Officer theauthority with respect to ministerial matters regarding the Plan and Awardsmade under the Plan.

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## 3.6                                 **Restrictions on Option or SAR Repricing.** Without the affirmative vote of holders of amajority of the shares of Stock cast in person or by proxy at a meeting of theshareholders of the Company at which a quorum representing a majority of alloutstanding shares of Stock is present or represented by proxy, the Board shallnot approve a program providing for either (a) the cancellation ofoutstanding Options or SARs and the grant in substitution therefore of newOptions or SARs having a lower exercise price or (b) the amendment ofoutstanding Options or SARs to reduce the exercise price thereof.  This paragraph shall not be construed toapply to “issuing or assuming a stock option in a transaction to which section 424(a) applies,”within the meaning of Section 424 of the Code.

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## 3.7                                 **Indemnification.**  Inaddition to such other rights of indemnification as they may have as members ofthe Board or the Committee or as officers or employees of the ParticipatingCompany Group, members of the Board or the Committee and any officers oremployees of the Participating Company Group to whom authority to act for theBoard, the Committee or the Company is delegated shall be indemnified by theCompany against all reasonable expenses, including attorneys’ fees, actuallyand necessarily incurred in connection with the defense of any action, suit orproceeding, or in connection with any appeal therein, to which they or any ofthem may be a party by reason of any action taken or failure to act under or inconnection with the Plan, or any right granted hereunder, and against allamounts paid by them in settlement thereof (provided such settlement isapproved by independent legal counsel selected by the Company) or paid by themin satisfaction of a judgment in any such action, suit or proceeding, except inrelation to matters as to which it shall be adjudged in such action, suit orproceeding that such person is liable for gross negligence, bad faith orintentional misconduct in duties; provided, however, that within sixty (60)days after the institution of such action, suit or proceeding, such personshall offer to the Company, in writing, the opportunity at its own expense tohandle and defend the same.

 

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# 4.                                       **SHARES SUBJECT TO PLAN****.**

 

## 4.1                                 **Maximum Number of Shares Issuable.**  Subject to adjustment as provided in Section 4.2,the maximum aggregate number of shares of Stock that may be issued under thePlan shall be six hundred forty-six thousand one hundred twenty (646,120) andshall consist of authorized but unissued or reacquired shares of Stock or anycombination thereof.  If an outstandingAward for any reason expires or is terminated or canceled without having beenexercised or settled in full, or if shares of Stock acquired pursuant to anAward subject to forfeiture or repurchase are forfeited or repurchased by theCompany, the shares of Stock allocable to the terminated portion of such Awardor such forfeited or repurchased shares of Stock shall again be available forissuance under the Plan.  Shares of Stockshall not be deemed to have been issued pursuant to the Plan (a) withrespect to any portion of an Award that is settled in cash or (b) to theextent such shares are withheld or reacquired by the Company in satisfaction oftax withholding obligations pursuant to Section 15.2.  Upon payment in shares of Stock pursuant tothe exercise of an SAR, the number of shares available for issuance under thePlan shall be reduced only by the number of shares actually issued in suchpayment.  If the exercise price of anOption is paid by tender to the Company, or attestation to the ownership, ofshares of Stock owned by the Participant, or by means of a Net-Exercise, thenumber of shares available for issuance under the Plan shall be reduced only bythe net number of shares for which the Option is exercised.

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## 4.2                                 **Adjustments for Changes in Capital Structure*.***  Subject to any required action by theshareholders of the Company, in the event of any change in the Stock effectedwithout receipt of consideration by the Company, whether through merger,consolidation, reorganization, reincorporation, recapitalization,reclassification, stock dividend, stock split, reverse stock split, split-up,split-off, spin-off, combination of shares, exchange of shares, or similarchange in the capital structure of the Company, or in the event of payment of adividend or distribution to the shareholders of the Company in a form otherthan Stock (excepting normal cash dividends) that has a material effect on theFair Market Value of shares of Stock, appropriate adjustments shall be made inthe number and kind of shares subject to the Plan and to any outstandingAwards, in the Award limits set forth in Section 5.4 and in the exerciseor purchase price per share under any outstanding Award in order to preventdilution or enlargement of Participants’ rights under the Plan.  For purposes of the foregoing, conversion ofany convertible securities of the Company shall not be treated as “effected withoutreceipt of consideration by the Company.” Any fractional share resulting from an adjustment pursuant to this Section 4.2shall be rounded down to the nearest whole number.  The Committee in its sole discretion, mayalso make such adjustments in the terms of any Award to reflect, or related to,such changes in the capital structure of the Company or distributions as itdeems appropriate, including modification of Performance Goals, PerformanceAward Formulas and Performance Periods. The adjustments determined by the Committee pursuant to this Section 4.2shall be final, binding and conclusive.

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# 5.                                       **ELIGIBILITY AND AWARD LIMITATIONS****.**

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## 5.1                                 **Persons Eligible for Awards.**  Awards may be granted only toEmployees, Consultants and Non-employee Directors.  For purposes of the foregoing sentence, “Employees,” “Consultants”and “Non-employee Directors”shall include prospective

 

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## Employees, prospective Consultants and prospective Non-employeeDirectors to whom Awards are granted in connection with written offers of anemployment or other service relationship with the Participating Company Group;provided, however, that no Stock subject to any such Award shall vest, becomeexercisable or be issued prior to the date on which such person commencesService.

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## 5.2                                 **Participation.**  Awards are granted solely at the discretionof the Committee.  Eligible persons maybe granted more than one Award.  However,eligibility in accordance with this Section shall not entitle any personto be granted an Award, or, having been granted an Award, to be granted anadditional Award.

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## 5.3                                 **Incentive Stock Option Limitations.**

 

### (a)                                  ***Persons Eligible.***  An Incentive Stock Option may be granted onlyto a person who, on the effective date of grant, is an Employee of the Company,a Parent Corporation or a Subsidiary Corporation (each being an *“**ISO-QualifyingCorporation**”*).  Anyperson who is not an Employee of an ISO-Qualifying Corporation on the effectivedate of the grant of an Option to such person may be granted only aNonstatutory Stock Option.  An IncentiveStock Option granted to a prospective Employee upon the condition that suchperson become an Employee of an ISO-Qualifying Corporation shall be deemed grantedeffective on the date such person commences Service with an ISO-QualifyingCorporation, with an exercise price determined as of such date in accordancewith Section 6.1.

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### (b)                                 ***Fair Market Value Limitation.***  To the extent that options designated asIncentive Stock Options (granted under all stock option plans of theParticipating Company Group, including the Plan) become exercisable by aParticipant for the first time during any calendar year for stock having a FairMarket Value greater than One Hundred Thousand Dollars ($100,000), the portionof such options which exceeds such amount shall be treated as NonstatutoryStock Options.  For purposes of thisSection, options designated as Incentive Stock Options shall be taken intoaccount in the order in which they were granted, and the Fair Market Value ofstock shall be determined as of the time the option with respect to such stockis granted.  If the Code is amended toprovide for a limitation different from that set forth in this Section, suchdifferent limitation shall be deemed incorporated herein effective as of thedate and with respect to such Options as required or permitted by suchamendment to the Code.  If an Option istreated as an Incentive Stock Option in part and as a Nonstatutory Stock Optionin part by reason of the limitation set forth in this Section, the Participantmay designate which portion of such Option the Participant is exercising.  In the absence of such designation, theParticipant shall be deemed to have exercised the Incentive Stock Optionportion of the Option first.  Uponexercise, shares issued pursuant to each such portion shall be separatelyidentified.

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## 5.4                                 **Award Limits.**

 

### (a)                                  ***Maximum Number of Shares IssuablePursuant to Incentive Stock Options.***  Subject to adjustment as provided in Section 4.2,the maximum aggregate number of shares of Stock that may be issued under thePlan pursuant to the exercise of Incentive Stock Options shall not exceed 646,120shares.  The maximum aggregate number ofshares of Stock that may be issued under the Plan pursuant to all Awards otherthan Incentive Stock

 

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### Options shall be the number of shares determined in accordance with Section 4.1,subject to adjustment as provided in Section 4.2 and further subject tothe limitation set forth in Section 5.4(b) below.

###  

### (b)                                 ***Aggregate Limit on Full ValueAwards.***  Subject toadjustment as provided in Section 4.2, in no event shall more than 646,120shares in the aggregate be issued under the Plan pursuant to the exercise orsettlement of Restricted Stock Awards, Restricted Stock Unit Awards andPerformance Awards (“Full Value Awards”). Except with respect to a maximum of five percent (5%) of the shares ofStock authorized in this Section 5.4(b), any Full Value Awards which veston the basis of the Participant’s continued Service shall not provide forvesting which is any more rapid than annual pro rata vesting over a three (3) yearperiod and any Full Value Awards which vest upon the attainment of PerformanceGoals shall provide for a Performance Period of at least twelve (12) months.

###  

### (c)                                  ***Section 162(m) Award Limits.***  The following limits shall apply in theaggregate to the grant of any Award if, at the time of grant, the Company is a “publiclyheld corporation” within the meaning of Section 162(m).

###  

#### (i)                                     **Options and SARs.**  Subject to adjustment as provided in Section 4.2,no Employee shall be granted within any fiscal year of the Company one or moreOptions or Freestanding Stock Appreciation Rights which in the aggregate arefor more than ninety percent (90 %) of the total number of shares of Stockreserved for issuance under the Plan and approved by the Company’sshareholders.

####  

#### (ii)                                  **Restricted Stock and Restricted Stock Unit Awards.**  Subject to adjustment as provided in Section 4.2,no Employee shall be granted within any fiscal year of the Company one or moreRestricted Stock Awards or Restricted Stock Unit Awards, subject to VestingConditions based on the attainment of Performance Goals, for more than ninetypercent (90 %) of the total number of shares of Stock reserved for issuanceunder the Plan and approved by the Company’s shareholders.

####  

#### (iii)                               **Performance Awards.**  Subject to adjustment as provided in Section 4.2,no Employee shall be granted (1) Performance Shares which could result insuch Employee receiving more than ninety percent (90%) of the total number ofshares of Stock reserved for issuance under the Plan and approved by theCompany’s shareholders for each full fiscal year of the Company contained inthe Performance Period for such Award, or (2) Performance Units whichcould result in such Employee receiving more than two million dollars ($2million) for each full fiscal year of the Company contained in the PerformancePeriod for such Award.  No Participant maybe granted more than one Performance Award for the same Performance Period.

####  

# 6.                                       **TERMS AND CONDITIONS OF OPTIONS****.**

 

Options shall be evidenced by Award Agreementsspecifying the number of shares of Stock covered thereby, in such form as theCommittee shall from time to time establish. No Option or purported Option shall be a valid and binding obligation ofthe Company unless evidenced by a fully executed Award Agreement.  Award Agreements evidencing Options may

 

12

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incorporate all or any of the terms of the Plan byreference and shall comply with and be subject to the following terms andconditions:

 

## 6.1                                 **Exercise Price*.***  The exercise price for each Option shall beestablished in the discretion of the Committee; provided, however, that (a) theexercise price per share shall be not less than the Fair Market Value of ashare of Stock on the effective date of grant of the Option and (b) noIncentive Stock Option granted to a Ten Percent Owner shall have an exerciseprice per share less than one hundred ten percent (110%) of the Fair MarketValue of a share of Stock on the effective date of grant of the Option.  Notwithstanding the foregoing, an Option(whether an Incentive Stock Option or a Nonstatutory Stock Option) may begranted with an exercise price lower than the minimum exercise price set forthabove if such Option is granted pursuant to an assumption or substitution foranother option in a manner qualifying under the provisions of Section 424(a) ofthe Code.

##  

## 6.2                                 **Exercisability and Term of Options*.***  Options shall be exercisable at such time ortimes, or upon such event or events, and subject to such terms, conditions,performance criteria and restrictions as shall be determined by the Committeeand set forth in the Award Agreement evidencing such Option; provided, however,that (a) no Option shall be exercisable after the expiration of ten (10) yearsafter the effective date of grant of such Option, (b) no Incentive StockOption granted to a Ten Percent Owner shall be exercisable after the expirationof five (5) years after the effective date of grant of such Option, and (c) noOption granted to a prospective Employee, prospective Consultant or prospectiveNonemployee Director may become exercisable prior to the date on which such personcommences Service.  Subject to theforegoing, unless otherwise specified by the Committee in the grant of anOption, any Option granted hereunder shall terminate ten (10) years afterthe effective date of grant of the Option, unless earlier terminated inaccordance with its provisions.

##  

## 6.3                                 **Payment of Exercise Price.**

 

### (a)                                  ***Forms of Consideration Authorized.***  Except as otherwise provided below, paymentof the exercise price for the number of shares of Stock being purchasedpursuant to any Option shall be made (i) in cash, by check or in cashequivalent, (ii) by tender to the Company, or attestation to theownership, of shares of Stock owned by the Participant having a Fair MarketValue not less than the exercise price, (iii) by delivery of a properlyexecuted notice of exercise together with irrevocable instructions to a brokerproviding for the assignment to the Company of the proceeds of a sale or loanwith respect to some or all of the shares being acquired upon the exercise ofthe Option (including, without limitation, through an exercise complying withthe provisions of Regulation T as promulgated from time to time by theBoard of Governors of the Federal Reserve System) (a *“**Cashless Exercise**”*), (iv) by delivery of aproperly executed notice of exercise electing a Net-Exercise, (v) by suchother consideration as may be approved by the Committee from time to time tothe extent permitted by applicable law, or (vi) by any combinationthereof.  The Committee may at any timeor from time to time grant Options which do not permit all of the foregoingforms of consideration to be used in payment of the exercise price or whichotherwise restrict one or more forms of consideration.

 

13

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### (b)                                 ***Limitations on Forms of Consideration.***

 

#### (i)                                     **Tender of Stock.** Notwithstanding the foregoing, an Option may not be exercised by tenderto the Company, or attestation to the ownership, of shares of Stock to theextent such tender or attestation would constitute a violation of the provisionsof any law, regulation or agreement restricting the redemption of the Company’sstock.

####  

#### (ii)                                  **Cashless Exercise.** The Company reserves, at any and all times, the right, in the Company’ssole and absolute discretion, to establish, decline to approve or terminate anyprogram or procedures for the exercise of Options by means of a CashlessExercise, including with respect to one or more Participants specified by theCompany notwithstanding that such program or procedures may be available toother Participants.

####  

## 6.4                                 **Effect of Termination of Service.**

 

### (a)                                  ***Option Exercisability*.**  Subject to earlier termination of the Optionas otherwise provided herein and unless otherwise provided by the Committee, anOption shall be exercisable after a Participant’s termination of Service onlyduring the applicable time periods provided in the Award Agreement.

###  

### (b)                                 ***Extension if Exercise Prevented by Law*.**  Notwithstanding the foregoing, unless theCommittee provides otherwise in the Award Agreement, if the exercise of an Optionwithin the applicable time periods is prevented by the provisions of Section 14below, the Option shall remain exercisable until three (3) months (or suchlonger period of time as determined by the Committee, in its discretion) afterthe date the Participant is notified by the Company that the Option isexercisable, but in any event no later than the Option Expiration Date.

###  

### (c)                                  ***Extension if Participant Subject to Section 16(b*).**  Notwithstanding the foregoing, if a salewithin the applicable time periods of shares acquired upon the exercise of theOption would subject the Participant to suit under Section 16(b) ofthe Exchange Act, the Option shall remain exercisable until the earliest tooccur of (i) the tenth (10th) day following the date on which a sale ofsuch shares by the Participant would no longer be subject to such suit, (ii) theone hundred and ninetieth (190th) day after the Participant’s termination ofService, or (iii) the Option Expiration Date.

###  

## 6.5                                 **Transferability of Options.** During the lifetime of the Participant, an Option shall be exercisableonly by the Participant or the Participant’s guardian or legalrepresentative.  Prior to the issuance ofshares of Stock upon the exercise of an Option, the Option shall not be subjectin any manner to anticipation, alienation, sale, exchange, transfer,assignment, pledge, encumbrance, or garnishment by creditors of the Participantor the Participant’s beneficiary, except transfer by will or by the laws ofdescent and distribution. Notwithstanding the foregoing, to the extent permitted by the Committee,in its discretion, and set forth in the Award Agreement evidencing such Option,a Nonstatutory Stock Option shall be assignable or transferable subject to theapplicable limitations, if any, described in the General Instructions to Form S-8Registration Statement under the Securities Act.

 

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# 7.                                       **TERMS AND CONDITIONS OF STOCKAPPRECIATION RIGHTS****.**

 

Stock Appreciation Rights shall be evidenced by AwardAgreements specifying the number of shares of Stock subject to the Award, insuch form as the Committee shall from time to time establish.  No SAR or purported SAR shall be a valid andbinding obligation of the Company unless evidenced by a fully executed AwardAgreement.  Award Agreements evidencingSARs may incorporate all or any of the terms of the Plan by reference and shallcomply with and be subject to the following terms and conditions:

 

## 7.1                                 **Types of SARs Authorized.** SARs may be granted in tandem with all or any portion of a relatedOption (a *“**Tandem SAR**”*)or may be granted independently of any Option (a “Freestanding SAR”).  A Tandem SAR may be granted eitherconcurrently with the grant of the related Option or at any time thereafterprior to the complete exercise, termination, expiration or cancellation of suchrelated Option.

##  

## 7.2                                 **Exercise Price.**  Theexercise price for each SAR shall be established in the discretion of theCommittee; provided, however, that (a) the exercise price per sharesubject to a Tandem SAR shall be the exercise price per share under the relatedOption, and (b) the exercise price per share subject to a Freestanding SARshall be not less than the Fair Market Value of a share of Stock on theeffective date of grant of the SAR.

##  

## 7.3                                 **Exercisability and Term of SARs.**

##  

## **(a)****                                 **TandemSARs.  Tandem SARs shall be exercisableonly at the time and to the extent, and only to the extent, that the relatedOption is exercisable, subject to such provisions as the Committee may specifywhere the Tandem SAR is granted with respect to less than the full number ofshares of Stock subject to the related Option.

##  

(b)                                 FreestandingSARs shall be exercisable at such time or times, or upon such event or events,and subject to such terms, conditions, performance criteria and restrictionsthat shall be determined by the Committee and set forth in the Award Agreementevidencing such SAR; provided, however, that no Freestanding SAR shall beexercisable after the expiration of ten (10) years after the effective dateof grant of such SAR.

 

## 7.4                                 **Deemed Exercise of SARs.** If, on the date on which an SAR would otherwise terminate or expire, theSAR by its terms remains exercisable immediately prior to such termination orexpiration and, if so exercised, would result in a payment to the holder ofsuch SAR, then any portion of such SAR which has not previously been exercisedshall automatically be deemed to be exercised as of such date with respect tosuch portion.

##  

## 7.5                                 **Effect of Termination of Service.**  Subject to earlier termination of the SAR asotherwise provided herein and unless otherwise provided by the Committee in thegrant of an SAR and set forth in the Award Agreement, an SAR shall beexercisable after a Participant’s termination of Service only as provided in theAward Agreement.

##  

## 7.6                                 **Nontransferability of SARs.** During the lifetime of the Participant, an SAR shall be exercisable onlyby the Participant or the Participant’s guardian or legal representative.  Prior to the exercise of an SAR, the SARshall not be subject in any manner to

 

15

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## anticipation, alienation, sale, exchange, transfer, assignment, pledge,encumbrance, or garnishment by creditors of the Participant or the Participant’sbeneficiary, except transfer by will or by the laws of descent anddistribution.

##  

# 8.                                       **TERMS AND CONDITIONS OFRESTRICTED STOCK AWARDS****.**

 

Restricted Stock Awards shall be evidenced by AwardAgreements specifying the number of shares of Stock subject to the Award, insuch form as the Committee shall from time to time establish.  No Restricted Stock Award or purportedRestricted Stock Award shall be a valid and binding obligation of the Companyunless evidenced by a fully executed Award Agreement.  Award Agreements evidencing Restricted StockAwards may incorporate all or any of the terms of the Plan by reference andshall comply with and be subject to the following terms and conditions:

 

## 8.1                                 **Types of RestrictedStock Awards Authorized.**  RestrictedStock Awards may or may not require the payment of cash compensation for thestock.  Restricted Stock Awards may begranted upon such conditions as the Committee shall determine, including,without limitation, upon the attainment of one or more Performance Goalsdescribed in Section 9.4.  If eitherthe grant of a Restricted Stock Award or the lapsing of the Restriction Periodis to be contingent upon the attainment of one or more Performance Goals, theCommittee shall follow procedures substantially equivalent to those set forthin Sections 9.3 through 9.5(a).

##  

## 8.2                                 **Purchase Price.**  The purchase price, if any, for shares ofStock issuable under each Restricted Stock Award and the means of payment shallbe established by the Committee in its discretion.

##  

## 8.3                                 **Purchase Period.**  A Restricted Stock Award requiring thepayment of cash consideration shall be exercisable within a period establishedby the Committee; provided, however, that no Restricted Stock Award granted toa prospective Employee, prospective Consultant or prospective Director maybecome exercisable prior to the date on which such person commences Service.

##  

## 8.4                                 **Vesting and Restrictions on Transfer.**  Shares issuedpursuant to any Restricted Stock Award may or may not be made subject toVesting Conditions based upon the satisfaction of such Service requirements,conditions, restrictions or performance criteria, including, withoutlimitation, Performance Goals as described in Section 9.4, as shall beestablished by the Committee and set forth in the Award Agreement evidencingsuch Award.  During any RestrictionPeriod in which shares acquired pursuant to a Restricted Stock Award remainsubject to Vesting Conditions, such shares may not be sold, exchanged,transferred, pledged, assigned or otherwise disposed of other than as providedin the Award Agreement or as provided in Section 8.7.  Upon request by the Company, each Participantshall execute any agreement evidencing such transfer restrictions prior to thereceipt of shares of Stock hereunder and shall promptly present to the Companyany and all certificates representing shares of Stock acquired hereunder forthe placement on such certificates of appropriate legends evidencing any suchtransfer restrictions.

 

16

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## 8.5                                 **Voting Rights; Dividends and Distributions.**  Except as provided in this Section, Section 8.4and any Award Agreement, during the Restriction Period applicable to sharessubject to a Restricted Stock Award, the Participant shall have all of therights of a shareholder of the Company holding shares of Stock, including theright to vote such shares and to receive all dividends and other distributionspaid with respect to such shares. However, in the event of a dividend or distribution paid in shares ofStock or any other adjustment made upon a change in the capital structure ofthe Company as described in Section 4.2, any and all new, substituted oradditional securities or other property (other than normal cash dividends) towhich the Participant is entitled by reason of the Participant’s RestrictedStock Award shall be immediately subject to the same Vesting Conditions as theshares subject to the Restricted Stock Award with respect to which suchdividends or distributions were paid or adjustments were made.

##  

## 8.6                                 **Effect of Termination of Service.**  Unless otherwiseprovided by the Committee in the grant of a Restricted Stock Award and setforth in the Award Agreement, if a Participant’s Service terminates for anyreason, whether voluntary or involuntary (including the Participant’s death ordisability), then the Participant shall forfeit to the Company any sharesacquired by the Participant pursuant to a Restricted Stock Award which remainsubject to Vesting Conditions as of the date of the Participant’s terminationof Service in exchange for the payment of the purchase price, if any, paid bythe Participant.  The Company shall havethe right to assign at any time any repurchase right it may have, whether ornot such right is then exercisable, to one or more persons as may be selectedby the Company.

##  

## 8.7                                 **Nontransferability of RestrictedStock Award Rights.**  Prior to the issuance of shares of Stockpursuant to a Restricted Stock Award, rights to acquire such shares shall notbe subject in any manner to anticipation, alienation, sale, exchange, transfer,assignment, pledge, encumbrance or garnishment by creditors of the Participantor the Participant’s beneficiary, except transfer by will or the laws ofdescent and distribution.  All rightswith respect to a Restricted Stock Award granted to a Participant hereundershall be exercisable during his or her lifetime only by such Participant or theParticipant’s guardian or legal representative.

##  

# 9.                                       **TERMS AND CONDITIONS OFPERFORMANCE AWARDS****.**

 

Performance Awards shall be evidenced by AwardAgreements in such form as the Committee shall from time to timeestablish.  No Performance Award orpurported Performance Award shall be a valid and binding obligation of theCompany unless evidenced by a fully executed Award Agreement.  Award Agreements evidencing PerformanceAwards may incorporate all or any of the terms of the Plan by reference andshall comply with and be subject to the following terms and conditions:

 

## 9.1                                 **Types of Performance Awards Authorized.**  Performance Awards may be in the form ofeither Performance Shares or Performance Units. Each Award Agreement evidencing a Performance Award shall specify thenumber of Performance Shares or Performance Units subject thereto, thePerformance Award Formula, the Performance Goal(s) and Performance Period applicableto the Award, and the other terms, conditions and restrictions of the Award.

 

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## 9.2                                 **Initial Value of Performance Shares and Performance Units.**  Unless otherwise provided by the Committee ingranting a Performance Award, each Performance Share shall have an initialvalue equal to the Fair Market Value of one (1) share of Stock, subject toadjustment as provided in Section 4.2, on the effective date of grant ofthe Performance Share.  Each PerformanceUnit shall have an initial value determined by the Committee.  The final value payable to the Participant insettlement of a Performance Award determined on the basis of the applicablePerformance Award Formula will depend on the extent to which Performance Goalsestablished by the Committee are attained within the applicable PerformancePeriod established by the Committee.

##  

## 9.3                                 **Establishment of Performance Period, Performance Goals and PerformanceAward Formula.**  In grantingeach Performance Award, the Committee shall establish in writing the applicablePerformance Period, Performance Award Formula and one or more Performance Goalswhich, when measured at the end of the Performance Period, shall determine onthe basis of the Performance Award Formula the final value of the PerformanceAward to be paid to the Participant.  Tothe extent compliance with the requirements under Section 162(m) withrespect to “performance-based compensation” is desired, the Committee shallestablish the Performance Goal(s) and Performance Award Formula applicable toeach Performance Award no later than the earlier of (a) the date ninety(90) days after the commencement of the applicable Performance Period or (b) thedate on which 25% of the Performance Period has elapsed, and, in any event, ata time when the outcome of the Performance Goals remains substantiallyuncertain.  Once established, thePerformance Goals and Performance Award Formula shall not be changed during thePerformance Period.  The Company shallnotify each Participant granted a Performance Award of the terms of such Award,including the Performance Period, Performance Goal(s) and Performance AwardFormula.

##  

## 9.4                                 **Measurement of Performance Goals.**  Performance Goals shall be established by theCommittee on the basis of targets to be attained (*“**Performance Targets**”*) with respect to one or moremeasures of business or financial performance (each, a *“**Performance Measure**”*), subject to the following:

##  

### (a)                                  ***Performance Measures.***  Performance Measures shall have the same meaningsas used in the Company’s financial statements, or, if such terms are not usedin the Company’s financial statements, they shall have the meaning appliedpursuant to generally accepted accounting principles, or as used generally inthe Company’s industry.  PerformanceMeasures shall be calculated with respect to the Company and each SubsidiaryCorporation consolidated therewith for financial reporting purposes or suchdivision or other business unit as may be selected by the Committee.  For purposes of the Plan, the PerformanceMeasures applicable to a Performance Award shall be calculated in accordancewith generally accepted accounting principles, but prior to the accrual orpayment of any Performance Award for the same Performance Period and excludingthe effect (whether positive or negative) of any change in accounting standardsor any extraordinary, unusual or nonrecurring item, as determined by theCommittee, occurring after the establishment of the Performance Goalsapplicable to the Performance Award. Each such adjustment, if any, shall be made solely for the purpose ofproviding a consistent basis from period to period for the calculation ofPerformance Measures in order to prevent the dilution or enlargement of theParticipant’s rights with respect to a

 

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### Performance Award.  PerformanceMeasures may be one or more of the following, as determined by theCommittee:  (i) sales revenue; (ii) grossmargin; (iii) operating margin; (iv) operating income; (v) pre-taxprofit; (vi) earnings before interest, taxes and depreciation andamortization; (vii) net income; (viii) expenses; (ix) the marketprice of the Stock; (x) earnings per share; (xi) return onshareholder equity; (xii) return on capital; (xiii) return on netassets; (xiv) economic value added; and (xv) market share;(xvi) post-tax profit; (xvii) total shareholder return;(xviii) customer satisfaction; (xix) safety; (xx) customer service; or(xxi) such other measures as determined by the Committee consistent with this Section 9.4(a).

###  

### (b)                                 ***Performance Targets.***  Performance Targets may include a minimum,maximum, target level and intermediate levels of performance, with the finalvalue of a Performance Award determined under the applicable Performance AwardFormula by the level attained during the applicable Performance Period.  A Performance Target may be stated as anabsolute value or as a value determined relative to a standard selected by theCommittee.

###  

## 9.5                                 **Settlement of Performance Awards.**

 

### (a)                                  ***Determination of Final Value.***  As soon as practicable following thecompletion of the Performance Period applicable to a Performance Award, theCommittee shall certify in writing the extent to which the applicablePerformance Goals have been attained and the resulting final value of the Awardearned by the Participant and to be paid upon its settlement in accordance withthe applicable Performance Award Formula.

###  

### (b)                                 ***Discretionary Adjustment of AwardFormula.***  In itsdiscretion, the Committee may, either at the time it grants a Performance Awardor at any time thereafter, provide for the positive or negative adjustment ofthe Performance Award Formula applicable to a Performance Award that is notintended to constitute “qualified performance based compensation” to a “coveredemployee” within the meaning of Section 162(m) (a *“**Covered Employee**”*)to reflect such Participant’s individual performance in his or her positionwith the Company or such other factors as the Committee may determine.  With respect to a Performance Award intendedto constitute qualified performance-based compensation to a Covered Employee,the Committee shall have the discretion to reduce some or all of the value ofthe Performance Award that would otherwise be paid to the Covered Employee uponits settlement notwithstanding the attainment of any Performance Goal and theresulting value of the Performance Award determined in accordance with thePerformance Award Formula.

###  

### (c)                                  ***Payment in Settlement of Performance Awards.***  As soon as practicable following theCommittee’s determination and certification in accordance withSections 9.5(a) and (b), payment shall be made to each eligibleParticipant (or such Participant’s legal representative or other person whoacquired the right to receive such payment by reason of the Participant’sdeath) of the final value of the Participant’s Performance Award.  Payment of such amount shall be made in cash,shares of Stock, or a combination thereof as determined by the Committee.

###  

## 9.6                                 **Voting Rights; Dividend Equivalent Rights and Distributions.**  Participants shall have no voting rights withrespect to shares of Stock represented by Performance Share Awards until thedate of the issuance of such shares, if any (as evidenced by

 

19

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## the appropriate entry on the books of the Company or of a dulyauthorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the AwardAgreement evidencing any Performance Share Award that the Participant shall beentitled to receive Dividend Equivalents with respect to the payment of cashdividends on Stock having a record date prior to the date on which thePerformance Shares are settled or forfeited. Such Dividend Equivalents, if any, may be credited to the Participant inthe form of cash.   Dividend Equivalentswill be accumulated and paid to the extent that Performance Shares becomenonforfeitable, as determined by the Committee. Settlement of Dividend Equivalents will be made in cash and may be paidon the same basis as settlement of the related Performance Share as provided inSection 9.5.  Dividend Equivalentsshall not be paid with respect to Performance Units.  In the event of a dividend or distributionpaid in shares of Stock or any other adjustment made upon a change in thecapital structure of the Company as described in Section 4.2, appropriateadjustments shall be made in the Participant’s Performance Share Award so thatit represents the right to receive upon settlement any and all new, substitutedor additional securities or other property (other than normal cash dividends)to which the Participant would entitled by reason of the shares of Stockissuable upon settlement of the Performance Share Award, and all such new,substituted or additional securities or other property shall be immediatelysubject to the same Performance Goals as are applicable to the Award.

##  

## 9.7                                 **Effect of Termination of Service.**  Unless otherwise provided by the Committee inthe grant of a Performance Award and set forth in the Award Agreement, theeffect of a Participant’s termination of Service on the Performance Award shallbe as follows:

##  

### (a)                                  ***Death or Disability.***  If the Participant’s Service terminatesbecause of the death or Disability of the Participant before the completion ofthe Performance Period applicable to the Performance Award, the final value ofthe Participant’s Performance Award shall be determined by the extent to whichthe applicable Performance Goals have been attained with respect to the entirePerformance Period and shall be prorated based on the number of months of theParticipant’s Service during the Performance Period.  Payment shall be made following the end ofthe Performance Period in any manner permitted by Section 9.5.

###  

### (b)                                 ***Other Termination of Service.***  If the Participant’s Service terminates forany reason except death or Disability before the completion of the PerformancePeriod applicable to the Performance Award, such Award shall be forfeited inits entirety; provided, however, that in the event of an involuntarytermination of the Participant’s Service, the Committee, in its solediscretion, may waive the automatic forfeiture of all or any portion of anysuch Award.

###  

## 9.8                                 **Nontransferability of Performance Awards.**  Prior to settlement in accordance with theprovisions of the Plan, no Performance Award shall be subject in any manner toanticipation, alienation, sale, exchange, transfer, assignment, pledge,encumbrance, or garnishment by creditors of the Participant or the Participant’sbeneficiary, except transfer by will or by the laws of descent anddistribution.  All rights with respect toa Performance Award granted to a Participant hereunder shall be exercisableduring his or her lifetime only by such Participant or the Participant’sguardian or legal representative.

 

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# 10.                                 **TERMS AND CONDITIONS OFRESTRICTED STOCK UNIT AWARDS**.

 

Restricted Stock Unit Awards shall be evidenced byAward Agreements specifying the number of Restricted Stock Units subject to theAward, in such form as the Committee shall from time to time establish.  No Restricted Stock Unit Award or purportedRestricted Stock Unit Award shall be a valid and binding obligation of theCompany unless evidenced by a fully executed Award Agreement.  Award Agreements evidencing Restricted StockUnits may incorporate all or any of the terms of the Plan by reference andshall comply with and be subject to the following terms and conditions:

 

## 10.1                           **Grant of Restricted Stock Unit Awards.**  Restricted Stock Unit Awards may be grantedupon such conditions as the Committee shall determine, including, withoutlimitation, upon the attainment of one or more Performance Goals described in Section 9.4.  If either the grant of a Restricted StockUnit Award or the Vesting Conditions with respect to such Award is to becontingent upon the attainment of one or more Performance Goals, the Committeeshall follow procedures substantially equivalent to those set forth inSections 9.3 through 9.5(a).

##  

## 10.2                           **Vesting.** Restricted Stock Units may or may not be made subject to VestingConditions based upon the satisfaction of such Service requirements,conditions, restrictions or performance criteria, including, withoutlimitation, Performance Goals as described in Section 9.4, as shall beestablished by the Committee and set forth in the Award Agreement evidencingsuch Award.

##  

## 10.3                           **Voting Rights, Dividend Equivalent Rights andDistributions.**  Participantsshall have no voting rights with respect to shares of Stock represented byRestricted Stock Units until the date of the issuance of such shares (asevidenced by the appropriate entry on the books of the Company or of a dulyauthorized transfer agent of the Company). However, the Committee, in its discretion, may provide in the AwardAgreement evidencing any Restricted Stock Unit Award that the Participant shallbe entitled to receive Dividend Equivalents with respect to the payment of cashdividends on Stock having a record date prior to the date on which RestrictedStock Units held by such Participant are settled.  Such Dividend Equivalents, if any, shall bepaid by crediting the Participant with additional whole Restricted Stock Unitsas of the date of payment of such cash dividends on Stock.  The number of additional Restricted StockUnits (rounded to the nearest whole number) to be so credited shall bedetermined by dividing (a) the amount of cash dividends paid on such datewith respect to the number of shares of Stock represented by the RestrictedStock Units previously credited to the Participant by (b) the Fair MarketValue per share of Stock on such date. Such additional Restricted Stock Units shall be subject to the sameterms and conditions and shall be settled in the same manner and at the sametime (or as soon thereafter as practicable) as the Restricted Stock Unitsoriginally subject to the Restricted Stock Unit Award.  In the event of a dividend or distributionpaid in shares of Stock or any other adjustment made upon a change in thecapital structure of the Company as described in Section 4.2, appropriateadjustments shall be made in the Participant’s Restricted Stock Unit Award sothat it represents the right to receive upon settlement any and all new,substituted or additional securities or other property (other than normal cashdividends) to which the Participant would entitled by reason of the shares ofStock issuable upon settlement of the

 

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## Award, and all such new, substituted or additional securities or otherproperty shall be immediately subject to the same Vesting Conditions as areapplicable to the Award.

##  

## 10.4                           **Effect of Termination of Service.**  Unless otherwise provided by the Committee inthe grant of a Restricted Stock Unit Award and set forth in the AwardAgreement, if a Participant’s Service terminates for any reason, whethervoluntary or involuntary (including the Participant’s death or disability),then the Participant shall forfeit to the Company any Restricted Stock Unitspursuant to the Award which remain subject to Vesting Conditions as of the dateof the Participant’s termination of Service.

##  

## 10.5                           **Settlement of Restricted Stock Unit Awards.**  The Company shall issue to a Participant onthe date on which Restricted Stock Units subject to the Participant’sRestricted Stock Unit Award vest or on such other date determined by theCommittee, in its discretion, and set forth in the Award Agreement one (1) shareof Stock (and/or any other new, substituted or additional securities or otherproperty pursuant to an adjustment described in Section 10.3) for eachRestricted Stock Unit then becoming vested or otherwise to be settled on suchdate, subject to the withholding of applicable taxes.  Notwithstanding the foregoing, if permittedby the Committee and set forth in the Award Agreement, the Participant mayelect in accordance with terms specified in the Award Agreement to deferreceipt of all or any portion of the shares of Stock or other propertyotherwise issuable to the Participant pursuant to this Section.

##  

## 10.6                           **Nontransferability of Restricted Stock Unit Awards.**  Prior to the issuance of shares of Stock insettlement of a Restricted Stock Unit Award, the Award shall not be subject inany manner to anticipation, alienation, sale, exchange, transfer, assignment,pledge, encumbrance, or garnishment by creditors of the Participant or theParticipant’s beneficiary, except transfer by will or by the laws of descentand distribution.  All rights withrespect to a Restricted Stock Unit Award granted to a Participant hereundershall be exercisable during his or her lifetime only by such Participant or theParticipant’s guardian or legal representative.

##  

# 11.                                 **DEFERRED COMPENSATION AWARDS****.**

 

## 11.1                           **Establishment of Deferred Compensation Award Programs.**  This Section 11 shall not be effectiveunless and until the Board of Directors takes action through amendment to thePlan and such amendment will include all modifications required for the Plan tocomply with the provisions of Code Section 409A.  The Committee, in its discretion and uponsuch terms and conditions as it may determine, may establish one or moreprograms pursuant to the Plan under which:

##  

### (a)                                  Participantsdesignated by the Committee who are Insiders or otherwise among a select groupof highly compensated Employees may irrevocably elect, prior to a datespecified by the Committee, to reduce such Participant’s compensation otherwisepayable in cash (subject to any minimum or maximum reductions imposed by theCommittee) and to be granted automatically at such time or times as specifiedby the Committee one or more Awards of Stock Units with respect to such numbersof shares of Stock as determined in accordance with the rules of theprogram established by the Committee and having such other terms and conditionsas established by the Committee.

 

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### (b)                                 Participantsdesignated by the Committee who are Insiders or otherwise among a select groupof highly compensated Employees may irrevocably elect, prior to a datespecified by the Committee, to be granted automatically an Award of Stock Unitswith respect to such number of shares of Stock and upon such other terms andconditions as established by the Committee in lieu of:

###  

#### (i)                                     sharesof Stock otherwise issuable to such Participant upon the exercise of an Option;

####  

#### (ii)                                  sharesof Stock otherwise issuable to such Participant upon the exercise of an SAR; or

####  

#### (iii)                               cash or shares of Stockotherwise issuable to such Participant upon the settlement of a PerformanceAward or Performance Unit.

####  

## 11.2                           **Terms and Conditions of Deferred Compensation Awards.**  Deferred Compensation Awards granted pursuantto this Section 11 shall be evidenced by Award Agreements in such form asthe Committee shall from time to time establish.  No such Deferred Compensation Award orpurported Deferred Compensation Award shall be a valid and binding obligationof the Company unless evidenced by a fully executed Award Agreement.  Award Agreements evidencing DeferredCompensation Awards may incorporate all or any of the terms of the Plan byreference and shall comply with and be subject to the following terms andconditions:

##  

### (a)                                  ***Vesting Conditions***.  Deferred Compensation Awards shall not besubject to any vesting conditions.

###  

### (b)                                 ***Terms and Conditions of Stock Units***.

###  

#### (i)                                     **Voting Rights; Dividend Equivalent Rights and Distributions.**  Participants shall have no voting rights withrespect to shares of Stock represented by Stock Units until the date of theissuance of such shares (as evidenced by the appropriate entry on the books ofthe Company or of a duly authorized transfer agent of the Company).  However, a Participant shall be entitled toreceive Dividend Equivalents with respect to the payment of cash dividends onStock having a record date prior to date on which Stock Units held by suchParticipant are settled.  Such DividendEquivalents shall be paid by crediting the Participant with additional wholeand/or fractional Stock Units as of the date of payment of such cash dividendson Stock.  The method of determining thenumber of additional Stock Units to be so credited shall be specified by theCommittee and set forth in the Award Agreement. Such additional Stock Units shall be subject to the same terms andconditions and shall be settled in the same manner and at the same time (or assoon thereafter as practicable) as the Stock Units originally subject to theStock Unit Award.  In the event of adividend or distribution paid in shares of Stock or any other adjustment madeupon a change in the capital structure of the Company as described in Section 4.2,appropriate adjustments shall be made in the Participant’s Stock Unit Award sothat it represent the right to receive upon settlement any and all new,substituted or additional securities or other property (other than normal cashdividends) to which

 

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#### the Participant would be entitled by reason of the shares of Stockissuable upon settlement of the Award.

####  

#### (ii)                                  **Settlement of Stock Unit Awards.**  A Participant electing to receive an Award ofStock Units pursuant to this Section 11, shall specify at the time of suchelection a settlement date with respect to such Award.  The Company shall issue to the Participant assoon as practicable following the earlier of the settlement date elected by theParticipant or the date of termination of the Participant’s Service, a numberof whole shares of Stock equal to the number of whole Stock Units subject tothe Stock Unit Award.  Such shares ofStock shall be fully vested, and the Participant shall not be required to payany additional consideration (other than applicable tax withholding) to acquiresuch shares.  Any fractional Stock Unitsubject to the Stock Unit Award shall be settled by the Company by payment incash of an amount equal to the Fair Market Value as of the payment date of suchfractional share.

####  

#### (iii)                               **Nontransferabilityof Stock Unit Awards.**  Priorto their settlement in accordance with the provision of the Plan, no Stock UnitAward shall be subject in any manner to anticipation, alienation, sale,exchange, transfer, assignment, pledge, encumbrance, or garnishment bycreditors of the Participant or the Participant’s beneficiary, except transferby will or by the laws of descent and distribution.  All rights with respect to a Stock Unit Awardgranted to a Participant hereunder shall be exercisable during his or herlifetime only by such Participant or the Participant’s guardian or legalrepresentative.

####  

# 12.                                 **OTHER STOCK-BASED AWARDS**.

 

Inaddition to the Awards set forth in Sections 6 through 11 above, the Committee,in its sole discretion, may carry out the purpose of this Plan by awardingStock-Based Awards as it determines to be in the best interests of the Companyand subject to such other terms and conditions as it deems necessary andappropriate.

 

# 13.                                 **CHANGE IN CONTROL****.**

 

## 13.1                           **Effect of Change in Control on Options and SARs*.***  Unless otherwise provided in a fully executedwritten Award Agreement with the Participant, upon the occurrence of a Changein Control all outstanding Options and SARs shall immediately vest and becomeexerciseable in full and any shares acquired upon the exercise of such Optionsand SARs shall not be subject to any further Vesting Condition or otherconditions.

##  

## 13.2                           **Effect of Change in Control on Restricted Stock and Other Awards.**  Unless otherwise provided in a fully executedwritten Award Agreement with the Participant, upon the occurrence of a Changein Control, the Vesting Condition, Restriction Period or Performance Goal applicableto the shares subject to a Restricted Stock Award or other Award held by aParticipant whose Service has not terminated prior to the Change in Controlshall be accelerated and/or waived and the Award shall become payable to theextent specified in the Award Agreement. Any acceleration, waiver, payment or the lapsing of any restriction thatwas permissible solely by reason of this Section 13.2 and the provisionsof the applicable Award Agreement shall be conditioned upon the Change inControl.

 

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# 14.                                 **COMPLIANCE WITH SECURITIES LAW****.**

 

The grant of Awards and the issuance of shares ofStock pursuant to any Award shall be subject to compliance with all applicablerequirements of federal, state and foreign law with respect to such securitiesand the requirements of any stock exchange or market system upon which theStock may then be listed.  In addition,no Award may be exercised or shares issued pursuant to an Award unless (a) aregistration statement under the Securities Act shall at the time of suchexercise or issuance be in effect with respect to the shares issuable pursuantto the Award or (b) in the opinion of legal counsel to the Company, theshares issuable pursuant to the Award may be issued in accordance with theterms of an applicable exemption from the registration requirements of theSecurities Act.  The inability of theCompany to obtain from any regulatory body having jurisdiction the authority,if any, deemed by the Company’s legal counsel to be necessary to the lawfulissuance and sale of any shares hereunder shall relieve the Company of anyliability in respect of the failure to issue or sell such shares as to whichsuch requisite authority shall not have been obtained.  As a condition to issuance of any Stock, theCompany may require the Participant to satisfy any qualifications that may benecessary or appropriate, to evidence compliance with any applicable law orregulation and to make any representation or warranty with respect thereto asmay be requested by the Company.

 

# 15.                                 **TAX WITHHOLDING****.**

 

## 15.1                           **Tax Withholding in General.** The Company shall have the right to deduct from any and all paymentsmade under the Plan, or to require the Participant, through payrollwithholding, cash payment or otherwise, including by means of a CashlessExercise or Net Exercise of an Option, to make adequate provision for, thefederal, state, local and foreign taxes, if any, required by law to be withheldby the Participating Company Group with respect to an Award or the sharesacquired pursuant thereto.  The Companyshall have no obligation to deliver shares of Stock, to release shares of Stockfrom an escrow established pursuant to an Award Agreement, or to make any paymentin cash under the Plan until the Participating Company Group’s tax withholdingobligations have been satisfied by the Participant.

##  

## 15.2                           **Withholding in Shares.** The Company shall have the right, but not the obligation, to deduct fromthe shares of Stock issuable to a Participant upon the exercise or settlementof an Award, or to accept from the Participant the tender of, a number of wholeshares of Stock having a Fair Market Value, as determined by the Company, equalto all or any part of the tax withholding obligations of the Participating CompanyGroup.  The Fair Market Value of anyshares of Stock withheld or tendered to satisfy any such tax withholdingobligations shall not exceed the amount determined by the applicable minimumstatutory withholding rates.

##  

# 16.                                 **AMENDMENT OR TERMINATION OF PLAN****.**

 

The Board or the Committee may amend, suspend orterminate the Plan at any time.  However,without the approval of the Company’s shareholders, there shall be (a) noincrease in the maximum aggregate number of shares of Stock that may be issuedunder the Plan (except by operation of the provisions of Section 4.2), (b) nochange in the class of persons eligible to receive Incentive Stock Options, and(c)  no other amendment of the Plan that would require approval of theCompany’s shareholders under any applicable law, regulation or rule.  No

 

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amendment, suspension or termination of the Plan shallaffect any then outstanding Award unless expressly provided by the Board or theCommittee.  In any event, no amendment,suspension or termination of the Plan may adversely affect any then outstandingAward without the consent of the Participant unless necessary to comply withany applicable law, regulation or rule. Notwithstanding the above, no amendment or termination of the Plan shallaccelerate the payment of any deferred compensation as prohibited by Code Section 409A.

 

# 17.                                 **MISCELLANEOUS PROVISIONS****.**

 

## 17.1                           **Repurchase Rights*.***  Shares issued under the Plan may be subjectto one or more repurchase options, or other conditions and restrictions asdetermined by the Committee in its discretion at the time the Award isgranted.  The Company shall have theright to assign at any time any repurchase right it may have, whether or notsuch right is then exercisable, to one or more persons as may be selected bythe Company.  Upon request by theCompany, each Participant shall execute any agreement evidencing such transferrestrictions prior to the receipt of shares of Stock hereunder and shallpromptly present to the Company any and all certificates representing shares ofStock acquired hereunder for the placement on such certificates of appropriatelegends evidencing any such transfer restrictions.

##  

## 17.2                           **Provision of Information.** Each Participant shall be given access to information concerning theCompany equivalent to that information generally made available to the Company’scommon shareholders.

 

## 17.3                           **Rights as Employee, Consultant or Nonemployee Director.**  No person, even though eligible pursuant toSection 5, shall have a right to be selected as a Participant, or, having beenso selected, to be selected again as a Participant.  Nothing in the Plan or any Award grantedunder the Plan shall confer on any Participant a right to remain an Employee,Consultant or Nonemployee Director or interfere with or limit in any way anyright of a Participating Company to terminate the Participant’s Service at anytime.  To the extent that an Employee ofa Participating Company other than the Company receives an Award under thePlan, that Award shall in no event be understood or interpreted to mean thatthe Company is the Employee’s employer or that the Employee has an employmentrelationship with the Company.

 

## 17.4                           **Rights as a Shareholder.** A Participant shall have no rights as a shareholder with respect to anyshares covered by an Award until the date of the issuance of such shares (asevidenced by the appropriate entry on the books of the Company or of a dulyauthorized transfer agent of the Company). No adjustment shall be made for dividends, distributions or other rightsfor which the record date is prior to the date such shares are issued, exceptas provided in Section 4.2 or another provision of the Plan.

##  

## 17.5                           **Fractional Shares.**  The Company shall not be required to issuefractional shares upon the exercise or settlement of any Award.

##  

## 17.6                           **Severability**.  If any one or more of the provisions (or anypart thereof) of this Plan shall be held invalid, illegal or unenforceable inany respect, such provision shall be modified so as to make it valid, legal andenforceable, and the validity, legality and

 

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## enforceability of the remaining provisions (or any part thereof) of thePlan shall not in any way be affected or impaired thereby.

##  

## 17.7                           **Beneficiary Designation.** Subject to local laws and procedures, each Participant may file with theCompany a written designation of a beneficiary who is to receive any benefitunder the Plan to which the Participant is entitled in the event of such Participant’sdeath before he or she receives any or all of such benefit.  Each designation will revoke all priordesignations by the same Participant, shall be in a form prescribed by theCompany, and will be effective only when filed by the Participant in writingwith the Company during the Participant’s lifetime.  If a married Participant designates abeneficiary other than the Participant’s spouse, the effectiveness of suchdesignation may be subject to the consent of the Participant’s spouse.  If a Participant dies without an effectivedesignation of a beneficiary who is living at the time of the Participant’sdeath, the Company will pay any remaining unpaid benefits to the Participant’slegal representative.

##  

## 17.8                           **Unfunded Obligation.** Participants shall have the status of general unsecured creditors of theCompany.  Any amounts payable toParticipants pursuant to the Plan shall be unfunded and unsecured obligationsfor all purposes, including, without limitation, Title I of the EmployeeRetirement Income Security Act of 1974. No Participating Company shall be required to segregate any monies fromits general funds, or to create any trusts, or establish any special accountswith respect to such obligations.  TheCompany shall retain at all times beneficial ownership of any investments,including trust investments, which the Company may make to fulfill its paymentobligations hereunder.  Any investmentsor the creation or maintenance of any trust or any Participant account shallnot create or constitute a trust or fiduciary relationship between theCommittee or any Participating Company and a Participant, or otherwise createany vested or beneficial interest in any Participant or the Participant’screditors in any assets of any Participating Company.  The Participants shall have no claim againstany Participating Company for any changes in the value of any assets which maybe invested or reinvested by the Company with respect to the Plan.  Each Participating Company shall beresponsible for making benefit payments pursuant to the Plan on behalf of itsParticipants or for reimbursing the Company for the cost of such payments, asdetermined by the Company in its sole discretion.  In the event the respective ParticipatingCompany fails to make such payment or reimbursement, a Participant’s (or otherindividual’s) sole recourse shall be against the respective ParticipatingCompany, and not against the Company.  AParticipant’s acceptance of an Award pursuant to the Plan shall constituteagreement with this provision.

##  

## 17.9                           **Choice of Law.**  Exceptto the extent governed by applicable federal law, the validity, interpretation,construction and performance of the Plan and each Award Agreement shall begoverned by the laws of the State of Illinois, without regard to its conflictof law rules.

 

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