EX-10.1






Exhibit 10.1




FIRST INDUSTRIAL REALTY TRUST, INC.




2009 STOCK INCENTIVE PLAN




 









 





TABLE OF CONTENTS




	 	 	 	 	 
	 	 	Page
	Section 1 General Purpose of the Plan; Definitions
	 	 	1	 
	 
	Section 2 Administration of Plan; Committee Authority to Select
Participants and Determine Awards
	 	 	3	 
	 
	Section 3 Shares Issuable under the Plan; Mergers; Substitution
	 	 	6	 
	 
	Section 4 Eligibility
	 	 	7	 
	 
	Section 5 Stock Options
	 	 	8	 
	 
	Section 6 Restricted Stock Awards and Restricted Stock Unit Awards
	 	 	11	 
	 
	Section 7 Performance Share Awards
	 	 	13	 
	 
	Section 8 Stock Appreciation Rights
	 	 	14	 
	 
	Section 9 Dividend Equivalents
	 	 	14	 
	 
	Section 10 Performance Awards
	 	 	14	 
	 
	Section 11 Tax Withholding
	 	 	16	 
	 
	Section 12 Transfer, Leave of Absence, Etc
	 	 	17	 
	 
	Section 13 Amendments and Termination
	 	 	17	 
	 
	Section 14 Status of Plan
	 	 	18	 
	 
	Section 15 Change of Control Provisions
	 	 	18	 
	 
	Section 16 General Provisions
	 	 	19	 
	 
	Section 17 Effective Date of Plan
	 	 	20	 
	 
	Section 18 Governing Law
	 	 	20	 






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FIRST INDUSTRIAL REALTY TRUST, INC.




2009 STOCK INCENTIVE PLAN




Section 1 General Purpose of the Plan; Definitions.




     The name of the plan is the First Industrial Realty Trust, Inc. 2009 Stock Incentive Plan (the
“Plan”). The purpose of the Plan is to encourage and enable the officers, employees and Directors
of, or service provider to, First Industrial Realty Trust, Inc. (the “Company”) and its Affiliates
and Subsidiaries upon whose judgment, initiative and efforts the Company largely depends for the
successful conduct of its business to acquire a proprietary interest in the Company. It is
anticipated that providing such persons with a direct stake in the Company’s welfare will assure a
closer identification of their interests with those of the Company, thereby stimulating their
efforts on the Company’s behalf and strengthening their desire to remain with the Company.



     The following terms shall be defined as set forth below:



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



          “Affiliate” means any entity other than the Company and its Subsidiaries that is designated by
the Board or the Committee as a participating employer under the Plan, provided that the Company
directly or indirectly owns at least 20% of the combined voting power of all classes of stock of
such entity or at least 20% of the ownership interests in such entity.



          “Award” or “Awards”, except where referring to a particular category of grant under the Plan,
shall include Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights,
Restricted Stock Awards, Restricted Stock Units Awards, Performance Share Awards and Dividend
Equivalents.



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



          “Cause” means the participant’s dismissal as a result of (i) any material breach by the
participant of any agreement to which the participant and the Company or an Affiliate or Subsidiary
are parties, (ii) any act (other than retirement) or omission to act by the participant, including
without limitation, the commission of any crime (other than ordinary traffic violations), which may
have a material and adverse effect on the business of the Company or any Affiliate or Subsidiary on
the participant’s ability to perform services for the Company or any Affiliate or Subsidiary, or
(iii) any material misconduct or neglect of duties by the participant in connection with the
business or affairs of the Company or any Affiliate or Subsidiary.



          “Change of Control” is defined in Section 16 below.



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     “Code” means the Internal Revenue Code of 1986, as amended, and any successor Code, and
related rules, regulations and interpretations.



     “Committee” means any Committee of the Board referred to in Section 2.



     “Director” means a member of the Board.



     “Disability” means disability as set forth in Section 22(e)(3) of the Code.



     “Dividend Equivalent” means a right, granted under Section 10, to receive cash, Stock, or
other property equal in value to dividends paid with respect to a specified number of shares of
Stock or the excess of dividends paid over a specified rate of return, provided that any Dividend
Equivalents granted in connection with Restricted Stock Units shall, unless otherwise provided in
the Award Agreement, entitle the participant to receive a payment of additional Restricted Stock
Units equal in value to such Dividend Equivalents paid with respect to the Restricted Stock Units.
Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award,
and may be paid currently or on a deferred basis.



     “Effective Date” means the date on which the Plan is approved by the stockholders of the
Company as set forth in Section 18.



     “ERISA” means the Employee Retirement Income Security Act of 1974, as amended, and the related
rules, regulations and interpretations.



     “Fair Market Value” on any given date means the last reported sale price at which Stock is
traded on such date or, if no Stock is traded on such date, the most recent date on which Stock was
traded, as reflected on the New York Stock Exchange or, if applicable, any other national stock
exchange which is the principal trading market for the Stock.



     “Incentive Stock Option” means any Stock Option designated and qualified as an “incentive
stock option” as defined in Section 422 of the Code.



     “Non-Qualified Stock Option” means any Stock Option that is not an Incentive Stock Option.



     “Option” or “Stock Option” means any option to purchase shares of Stock granted pursuant to
Section 6.



     “Parent” means a “parent corporation” as defined in Section 424(e) of the Code.



     “Performance Share Award” means Awards granted pursuant to Section 8.



     “Prior Plan(s)” means the First Industrial Realty Trust, Inc. 2001 Stock Incentive Plan and
the First Industrial Realty Trust, Inc. 1997 Stock Incentive Plan.



     “Restricted Stock Award” means Awards granted pursuant to Section 7(a)(i).



     “Restricted Stock Units Award” means Awards granted pursuant to Section 7(a)(ii).



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     “Stock” means the Common Stock, $.01 par value per share, of the Company, subject to
adjustment pursuant to Section 3.



     “Subsidiary” means any corporation (other than the Company) in an unbroken chain of
corporations, beginning with the Company if each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in the chain.



     “Termination of Service” means the first day occurring on or after a grant date on which the
participant ceases to be an employee of, or service provider to (which, for purposes of this
definition, includes Directors), the Company or any Subsidiary, regardless of the reason for such
cessation, subject to the following:



     (i) The participant’s cessation as an employee or service provider shall not be deemed to
occur by reason of the transfer of the participant between the Company and an Affiliate or
Subsidiary or between two Affiliates or Subsidiaries.



     (ii) The participant’s cessation as an employee or service provider shall not be deemed to
occur by reason of the participant’s approved leave of absence for military service or sickness, or
for any other purpose approved by the Company, if the employee’s right to re-employment is
guaranteed either by a statute or by contract or under the policy pursuant to which the leave of
absence was granted or if the Committee otherwise so provides in writing.



     (iii) A service provider whose services to the Company or an Affiliate or a Subsidiary are
governed by a written agreement with the service provider will cease to be a service provider at
the time the term of such written agreement ends (without renewal); and a service provider whose
services to the Company or a Subsidiary are not governed by a written agreement with the service
provider will cease to be a service provider on the date that is ninety (90) days after the date
the service provider last provides services requested by the Company or any Subsidiary (as
determined by the Committee).



     (iv) Unless otherwise provided by the Committee, an employee who ceases to be an employee, but
become or remains a Director, or a Director who ceases to be a Director, but becomes or remains an
employee, shall not be deemed to have incurred a Termination of Service.



     (vi) Notwithstanding the forgoing, in the event that any award under the Plan constitutes
Deferred Compensation, the term Termination of Service shall be interpreted by the Committee in a
manner not to be inconsistent with the definition of “Separation from Service” as defined under
Code Section 409A.



Section 2 Administration of Plan; Committee Authority to Select Participants and
Determine Awards.




     (a) Committee. The Plan shall be administered by a committee of not less than two
Directors, as appointed by the Board from time to time (the “Committee”). Unless otherwise



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determined by the Board, each member of the Committee shall qualify as a “non-employee
director” under Rule 16b-3 issued pursuant to the Act and an “outside director” under Section
162(m) of the Code. Subject to applicable stock exchange rules, if the Committee does not exist,
or for any other reason determined by the Board, the Board may take any action under the Plan that
would otherwise be the responsibility of the Committee.



     (b) Powers of Committee. The Committee shall have the power and authority to grant
Awards consistent with the terms of the Plan, including the power and authority:




     (i) to select the officers, employees and Directors of, and service provider to, the
Company, Affiliates and Subsidiaries to whom Awards may from time to time be granted;




     (ii) to determine the time or times of grant, and the extent, if any, of Incentive
Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock,
Restricted Stock Units, Performance Shares and Dividend Equivalents, or any combination of
the foregoing, granted to any officer, employee or Director;




     (iii) to determine the number of shares to be covered by any Award granted to an
officer, employee or Director;




     (iv) to determine the terms and conditions, including restrictions, not inconsistent
with the terms of the Plan, of any Award granted to an officer, employee or Director, which
terms and conditions may differ among individual Awards and participants, and to approve the
form of written instruments evidencing the Awards;




     (v) to accelerate the exercisability or vesting of all or any portion of any Award
granted to a participant;




     (vi) subject to the provisions of Section 6(i), to extend the period in which Stock
Options granted may be exercised;




     (vii) to determine whether, to what extent and under what circumstances Stock and other
amounts payable with respect to an Award granted to a participant shall be deferred either
automatically or at the election of the participant and whether and to what extent the
Company shall pay or credit amounts equal to interest (at rates determined by the Committee)
or dividends or deemed dividends on such deferrals;




     (viii) to adopt, alter and repeal such rules, guidelines and practices for
administration of the Plan and for its own acts and proceedings as it shall deem advisable;
to interpret the terms and provisions of the Plan and any Award (including related written
instruments) granted to a participant; and to decide all disputes arising in connection with
and make all determinations it deems advisable for the administration of the Plan; and




     (ix) grant Awards, in its sole discretion, to employees and Directors of the Company,
its Affiliates and Subsidiaries who are residing in jurisdictions outside of the United
States. For purposes of the foregoing, the Committee may, in its sole discretion, vary the
terms of the Plan in order to conform any Awards to the legal and tax



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requirements of each non-U.S. jurisdiction where such individual resides or any such
non-U.S. jurisdiction which would apply its laws to such Award. The Committee may, in its
sole discretion, establish one or more sub-plans of the Plan and/or may establish
administrative rules and procedures to facilitate the operation of the Plan in such non-U.S.
jurisdictions. For purposes of clarity, any terms contained herein which are subject to
variation in a non-U.S. jurisdiction and any administrative rules and procedures established
for a non-U.S. jurisdiction shall be reflected in a written addendum to the Plan. To the
extent permitted under applicable law, the Committee may delegate its authority and
responsibilities under this Section 2(b)(ix) of the Plan to any one or more officers of the
Company, an Affiliate or a Subsidiary.



     All decisions and interpretations of the Committee shall be final and binding on all persons,
including the Company and Plan participants.



     (c) Delegation by Committee.  Except to the extent prohibited by applicable law, the
applicable rules of a stock exchange or the Plan, or as necessary to comply with the exemptive
provisions of Rule 16b-3 promulgated under the Act, the Committee may allocate all or any portion
of its responsibilities and powers to any one or more of its members and may delegate all or any
part of its responsibilities and powers to any person or persons selected by it, including:
(a) delegating to a committee of one or more members of the Board who are not “outside directors”
within the meaning of Code Section 162(m) of the Code, the authority to grant awards under the Plan
to eligible persons who are either: (i) not then “covered employees,” within the meaning of Code
Section 162(m) of the Code and are not expected to be “covered employees” at the time of
recognition of income resulting from such award; or (ii) not persons with respect to whom the
Company wishes to comply with Code Section 162(m) of the Code; and/or (b) delegating to a committee
of one or more members of the Board who are not “non-employee directors,” within the meaning of
Rule 16b-3, the authority to grant awards under the Plan to eligible persons who are not then
subject to Section 16 of the Act.  The acts of such delegates shall be treated hereunder as acts of
the Committee and such delegates shall report regularly to the Committee regarding the delegated
duties and responsibilities and any awards so granted. Any such allocation or delegation may be
revoked by the Committee at any time.



     (d) Information to be Furnished to Committee.  As may be permitted by applicable law,
the Company and any Affiliate or Subsidiary shall furnish the Committee with such data and
information as it determines may be required for it to discharge its duties.  The records of the
Company and any Affiliate or Subsidiary as to an employee’s or participant’s employment,
termination of employment, leave of absence, reemployment and compensation shall be conclusive on
all persons unless determined by the Committee to be manifestly incorrect.  Subject to applicable
law, participants and other persons entitled to benefits under the Plan must furnish the Committee
such evidence, data or information as the Committee considers desirable to carry out the terms of
the Plan.



     (e) Expenses and Liabilities. All expenses and liabilities incurred by the Committee
in the administration and interpretation of the Plan or any Award Agreement shall be borne by the
Company. The Committee may employ attorneys, consultants, accountants or other persons in
connection with the administration and interpretation of the Plan. The Company, and its



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officers and Directors, shall be entitled to rely upon the advice, opinions or valuations of
any such persons.



Section 3 Shares Issuable under the Plan; Mergers; Substitution.




     (a) Shares Issuable. The maximum number of shares of Stock reserved and available for
issuance under the Plan shall be 400,000. For purposes of this limitation, the shares of Stock
underlying any Awards which are forfeited, canceled, reacquired by the Company, satisfied without
the issuance of Stock or otherwise terminated (other than by exercise) shall not be deemed to have
been delivered and shall be added back to the shares of Stock available for issuance under the
Plan. Shares issued under the Plan may be authorized but unissued shares or shares reacquired by
the Company. With respect to Performance Share Awards, Restricted Stock Awards and Restricted
Stock Unit Awards the maximum number of shares of Stock subject to such awards shall be 200,000.



     (b) Share Limitation. Subject to adjustment as provided in Section 3(d) below, (i)
the maximum number of shares of Stock with respect to which Stock Options and Stock Appreciation
Rights may be granted during a calendar year to any participant under the Plan and are intended to
be “performance-based compensation” (as that term is used for purposes of Section 162(m) of the
Code) and then only to the extent such limitation is required by Section 162(m) of the Code, shall
be 400,000 shares and (ii) with respect to Performance Share Awards, Restricted Stock Awards and
Restricted Stock Units Awards the maximum number of shares of Stock subject to such awards granted
during a calendar year to any participant under the Plan and are intended to be “performance-based
compensation” (as that term is used for purposes of Section 162(m) of the Code) and then only to
the extent such limitation is required by Section 162(m) of the Code, shall be 200,000 shares.



     (c) Partial Performance. Notwithstanding the preceding provisions of this Section
3(d), if in respect of any performance period or restriction period, the Committee grants to a
participant awards having an aggregate dollar value and/or number of shares less than the maximum
dollar value and/or number of shares that could be paid or awarded to such participant based on the
degree to which the relevant performance measures were attained, the excess of such maximum dollar
value and/or number of shares over the aggregate dollar value and/or number of shares actually
subject to awards granted to such participant shall be carried forward and shall increase the
maximum dollar value and/or the number of shares that may be awarded to such participant in respect
of the next performance period in respect of which the Committee grants to such Participant an
award intended to qualify as “performance-based compensation” (as that term is used for purposes of
Code Section 162(m)), subject to adjustment pursuant to (d) hereof.



     (d) Corporate Transactions.  To the extent permitted under Section 409A, if
applicable, in the event of a corporate transaction involving the Company or the shares of Stock of
the Company (including any stock dividend, stock split, extraordinary cash dividend,
recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or
exchange of shares), all outstanding awards under the Plan and the Prior Plans, the number of
shares reserved for issuance under the Plan and the Prior Plans under Section 3(b) and the
specified limitations set forth in Section 3(c)(c) shall automatically be adjusted to



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proportionately and uniformly reflect such transaction (but only to the extent that such
adjustment will not affect the status of an award intended to qualify as “performance-based
compensation” under Code Section 162(m), if applicable); provided, however, that the Committee may
otherwise adjust awards (or prevent such automatic adjustment) as it deems necessary, in its sole
discretion, to preserve the benefits or potential benefits of the awards and the Plan.  Action by
the Committee may include: (i) adjustment of the number and kind of shares which may be delivered
under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding awards;
(iii) adjustment of the Exercise Price of outstanding options and SARs; and (iv) any other
adjustments that the Committee determines to be equitable (which may include, (A) replacement of
awards with other awards which the Committee determines have comparable value and which are based
on stock of a company resulting from the transaction, and (B) cancellation of the award in return
for cash payment of the current value of the award, determined as though the award were fully
vested at the time of payment, provided that in the case of an option or SAR, the amount of such
payment shall be the excess of the value of the Stock subject to the option or SAR at the time of
the transaction over the Exercise Price; provided, that no such payment shall be required in
consideration of the award if the Exercise Price is greater than the value of the Stock at the time
of such corporate transaction or event).



Section 4 Awards.




     (a) General. Any Award under the Plan may be granted singularly, in combination with
another Award (or Awards), or in tandem whereby the exercise or vesting of one Award held by a
participant cancels another Award held by the participant. Each Award under the Plan shall be
subject to the terms and conditions of the Plan and such additional terms, conditions, limitations
and restrictions as the Committee shall provide with respect to such Award and as evidenced in the
Award agreement. An Award may be granted as an alternative to or replacement of an existing Award
under (i) the Plan; (ii) any other plan of the Company or any Affiliate or Subsidiary; (iii) any
Prior Plan; or (iv) as the form of payment for grants or rights earned or due under any other
compensation plan or arrangement of the Company or any Affiliate or Subsidiary, including without
limitation the plan of any entity acquired by the Company or any Affiliate or Subsidiary.



     (b) Substitute Awards. The Committee may grant Awards under the Plan in substitution
for stock and stock based awards held by employees of another corporation who concurrently become
employees of the Company, an Affiliate or a Subsidiary as the result of a merger or consolidation
of the employing corporation with the Company, an Affiliate or a Subsidiary or the acquisition by
the Company, an Affiliate or a Subsidiary of property or stock of the employing corporation. The
Committee may direct that the substitute awards be granted on such terms and conditions as the
Committee considers appropriate in the circumstances.



Section 5 Eligibility.




     Participants in the Plan will be Directors and such full or part-time officers and other
employees of, and service providers to, the Company, its Affiliates and Subsidiaries who are
responsible for or contribute to the management, growth or profitability of the Company, its
Affiliates and Subsidiaries and who are selected from time to time by the Committee, in its sole
discretion. Notwithstanding any provision of this Plan to the contrary, an Award (other than an



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incentive stockoption) may be granted to a person, in connection with his or her hiring as an
employee, prior to the date the employee first performed services for the Company, an Affiliate or
a Subsidiary, provided that any such Award shall not become exercisable or vested prior to the date
the employee first performs such services as an employee.



Section 6 Stock Options.




     Any Stock Option granted under the Plan shall be in such form as the Committee may from time
to time approve.



     Stock Options granted under the Plan may be either Incentive Stock Options or Non-Qualified
Stock Options. To the extent that any option does not qualify as an Incentive Stock Option, it
shall constitute a Non-Qualified Stock Option. No Incentive Stock Option may be granted under the
Plan after the tenth anniversary of the Effective Date. Incentive Stock Options may only be granted
to employees of the Company, a Parent of the Company or a Subsidiary.



     The Committee in its discretion may grant Stock Options to Directors or to employees of the
Company or any Affiliate or Subsidiary. Stock Options granted to Directors and employees pursuant
to this Section 6 shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as the Committee
shall deem desirable:




     (i) Exercise Price. The per share exercise price of a Stock Option granted
pursuant to this Section 6 shall be determined by the Committee at the time of grant. The
per share exercise price of an Incentive Stock Option shall not be less than 100% of Fair
Market Value on the date of grant. Unless specifically designated in writing by the
Committee, any Stock Option granted under the Plan shall be designed to be exempt from
Section 409A of the Code. For any Stock Option that is intended to be exempt from Section
409A of the Code and/or is intended to be an Incentive Stock Option, the per share exercise
price of a Stock Option shall not be less than 100% of the Fair Market Value on the date of
grant unless otherwise permitted pursuant to Sections 409A and 422 of the Code. If an
employee owns or is deemed to own (by reason of the attribution rules of Section 424(d) of
the Code) more than 10% of the combined voting power of all classes of stock of the Company
or any Subsidiary or Parent corporation (a “10% Shareholder”) and an Incentive Stock Option
is granted to such employee, the exercise price of such Incentive Stock Option shall not be
less than 110% of the Fair Market Value.




     (ii) Option Term. The term of each Stock Option shall be fixed by the
Committee, but no Incentive Stock Option shall be exercisable more than ten years after the
date the option is granted. For 10% Shareholders, the terms of an Incentive Stock Option
shall be no more than five years from the date of grant.




     (iii) Exercisability; Rights of a Shareholder. Stock Options shall become
exercisable at such time or times, whether or not in installments, as shall be determined by
the Committee at or after the grant date. The Committee may at any time accelerate the
exercisability of all or any portion of any Stock Option. An optionee shall have the



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rights of a shareholder only as to shares acquired upon the exercise of a Stock Option
and not as to unexercised Stock Options.




     (iv) Method of Exercise. Stock Options may be exercised in whole or in part, by
giving written notice of exercise to the Company, specifying the number of shares to be
purchased. Payment of the purchase price may be made by one or more of the following
methods:




     (A) In cash, by certified or bank check or other instrument acceptable to the
Committee or by wire transfer to an account designated by the Company;




     (B) In the form of shares of Stock (by actual delivery or by attestation) that
are not then subject to restrictions under any Company plan, if permitted by the
Committee in its discretion. Such surrendered shares shall be valued at Fair Market
Value on the exercise date; or




     (C) By the optionee delivering to the Company a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver to the
Company cash or a check payable and acceptable to the Company to pay the purchase
price; provided that in the event the optionee chooses to pay the purchase price as
so provided, the optionee and the broker shall comply with such procedures and enter
into such agreements of indemnity and other agreements as the Committee shall
prescribe as a condition of such payment procedure. Payment instruments will be
received subject to collection.




     (D) Other such method as may be determined by the Committee from time to time.




     The delivery of shares of Stock to be purchased pursuant to the exercise of the Stock
Option will be contingent upon receipt from the Optionee (or a purchaser acting in his stead
in accordance with the provisions of the Stock Option) by the Company of the full purchase
price for such shares and the fulfillment of any other requirements contained in the Stock
Option or applicable provisions of laws (including satisfaction of applicable tax
withholding requirements).




     (v) Non-transferability of Options. No Incentive Stock Option shall be
transferable by the optionee otherwise than by will or by the laws of descent and
distribution, and all Incentive Stock Options shall be exercisable, during the optionee’s
lifetime, only by the optionee. Non-Qualified Stock Options granted under this Plan may be
assigned or otherwise transferred by the participant only in the following circumstances:
(i) by will or the laws of descent and distribution; (ii) by the participant to members of
his or her “immediate family,” to a trust established for the exclusive benefit of solely
one or more members of the participant’s “immediate family” and/or the participant, or to a
partnership, limited liability company or corporation pursuant to which the only partners,
members or shareholders, as the case may be, are one or more members of the participant’s
“immediate family” and/or the participant; provided such transfers are not made for
consideration to the participant; or (iii) pursuant to a certified



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domestic relations order. Any Non-Qualified Stock Option held by a transferee will
continue to be subject to the same terms and conditions that were applicable to the Option
immediately prior to the transfer, except that the Option will be transferable by the
transferee only by will or the laws of descent and distribution. For purposes hereof,
“immediate family” means the participant’s children, stepchildren, grandchildren, parents,
stepparents, grandparents, spouse, siblings (including half brothers and sisters), in-laws,
and relationships arising because of legal adoption.




     (vi) Termination by Death. If any optionee’s service with the Company, its
Affiliates or Subsidiaries terminates by reason of death, the Stock Option may thereafter be
exercised, to the extent exercisable at the date of death, by the legal representative or
legatee of the optionee, for a period of six months (or such longer period as the Committee
shall specify at any time) from the date of death, or until the expiration of the stated
term of the Option, if earlier.




     (vii) Termination by Reason of Disability.




     (A) Any Stock Option held by an optionee whose service with the Company, its
Affiliates or Subsidiaries has terminated by reason of Disability may thereafter be
exercised, to the extent it was exercisable at the time of such termination, for a
period of twelve months (or such longer period as the Committee shall specify at
any time) from the date of such termination of service, or until the expiration of
the stated term of the Option, if earlier.




     (B) The Committee shall have sole authority and discretion to determine
whether a participant’s service has been terminated by reason of Disability.




     (C) Except as otherwise provided by the Committee at the time of grant or
otherwise, the death of an optionee during a period provided in this Section 6(vii)
for the exercise of a Non-Qualified Stock Option, shall extend such period for six
months from the date of death, subject to termination on the expiration of the
stated term of the Option, if earlier.




     (viii) Termination for Cause. If any optionee’s service with the Company, its
Affiliates or Subsidiaries has been terminated for Cause, any Stock Option held by such
optionee shall immediately terminate and be of no further force and effect; provided,
however, that the Committee may, in its sole discretion, provide that such Stock Option can
be exercised for a period of up to 30 days from the date of termination of service or until
the expiration of the stated term of the Option, if earlier.




     (ix) Other Termination. Unless otherwise determined by the Committee, if an
optionee’s service with the Company, its Affiliates or Subsidiaries terminates for any
reason other than death, Disability, or for Cause, any Stock Option held by such optionee
may thereafter be exercised, to the extent it was exercisable on the date of termination of
service, for three months (or such longer period as the Committee shall specify at any



10









 







time) from the date of termination of service or until the expiration of the stated term of
the Option, if earlier.




     (x) Annual Limit on Incentive Stock Options. To the extent required for
“incentive stock option” treatment under Section 422 of the Code, the aggregate Fair Market
Value (determined as of the time of grant) of the Stock with respect to which Incentive
Stock Options granted under this Plan and any other plan of the Company or its Subsidiaries
become exercisable for the first time by an optionee during any calendar year shall not
exceed $100,000.




     (xi) Form of Settlement. Shares of Stock issued upon exercise of a Stock Option
shall be free of all restrictions under the Plan, except as otherwise provided in this Plan
or the applicable Stock Option Award.



Section 7 Restricted Stock Awards and Restricted Stock Unit Awards.




     (a) Nature of Awards. The Committee may grant Restricted Stock Awards or Restricted
Stock Unit Awards to Directors and employees of the Company or any Affiliate or Subsidiary.




     (i) Restricted Stock Award. A Restricted Stock Award is an Award entitling the
recipient to acquire, at no cost or for a purchase price determined by the Committee, shares
of Stock subject to such restrictions and conditions as the Committee may determine at the
time of grant (“Restricted Stock”). Conditions may be based on continuing service and/or
achievement of pre-established performance goals and objectives. In addition, a Restricted
Stock Award may be granted to a Director or employee by the Committee in lieu of any
compensation due to such Director or employee.




     (ii) Restricted Stock Unit Award. A Restricted Stock Unit Award is an Award evidencing
the right of the recipient to receive an equivalent number of shares of Stock on a specific
date or upon the attainment of pre-established performance goals, objectives, and other
conditions as specified by the Committee, with the units being subject to such restrictions
and conditions as the Committee may determine at the time of grant (“Restricted Stock
Units”). Conditions may be based on continuing service and/or achievement of pre-established
performance goals and objectives. In addition, a Restricted Stock Unit Award may be granted
to a Director or employee by the Committee in lieu of any compensation due to such Director
or employee.



     (b) Acceptance of Award. A participant who is granted a Restricted Stock Award or a
Restricted Stock Unit Award shall have no rights with respect to such Award unless the participant
shall have accepted the Award within 60 days (or such shorter date as the Committee may specify)
following the award date by making payment to the Company, if required, by certified or bank check
or other instrument or form of payment acceptable to the Committee in an amount equal to the
specified purchase price, if any, of the shares covered by the Award and by executing and
delivering to the Company a written instrument that sets forth the terms and



11









 







conditions of the Restricted Stock or the Restricted Stock Units in such form as the Committee
shall determine.



     (c) Rights as a Shareholder. Upon complying with Section 7(b) above:




     (i) With respect to Restricted Stock, a participant shall have all the rights of a
shareholder including voting and dividend rights, subject to transferability restrictions
and Company repurchase or forfeiture rights described in this Section 6 and subject to such
other conditions contained in the written instrument evidencing the Restricted Stock Award.
Unless the Committee shall otherwise determine, if certificates are issued to evidence
shares of Restricted Stock, such certificates shall remain in the possession of the Company
until such shares are vested as provided in Sections 6(e) and 6(e)(i) below; and




     (ii) With respect to Restricted Stock Units, a participant shall have no voting rights
or dividend rights prior to the time shares of Stock are received in settlement of such
Restricted Stock Units. Unless otherwise provided by the Committee and reflected in the
Award agreement, a participant shall have the right to receive additional Restricted Stock
Units equal in value to any cash dividends and property dividends paid with respect to the
Restricted Stock Units, subject to the same terms and conditions as contained in the written
instrument evidencing the Restricted Stock Units Award.



     (d) Restrictions. Restricted Stock Units and shares of Restricted Stock may not be
sold, assigned, transferred, pledged or otherwise encumbered or disposed of except as specifically
provided herein.



     (e) Vesting of Restricted Stock and Restricted Stock Units. The Committee at the time
of grant shall specify the date or dates and/or the attainment of pre-established performance
goals, objectives and other conditions on which the non-transferability of the Restricted Stock and
the Restricted Stock Units and the Company’s right of repurchase or forfeiture shall lapse.




     (i) Vesting of Restricted Stock. Subsequent to such date or dates and/or the attainment
of such pre-established performance goals, objectives and other conditions, the shares of
Restricted Stock on which all restrictions have lapsed shall no longer be Restricted Stock
and shall be deemed “vested.”




     (ii) Vesting of Restricted Stock Units. Upon such date or dates and/or the attainment
of such pre-established performance goals, objectives and other conditions, the Restricted
Stock Units on which all restrictions have lapsed shall no longer be Restricted Stock Units
and shall be deemed “vested”, and, unless otherwise provided by the Committee and reflected
in the Award agreement, the participant shall be entitled to shares of Stock equal to the
number of vested Restricted Stock Units. Unless otherwise provided by the Committee and
reflected in the Award agreement, the newly acquired shares of Stock shall be acquired by
the participant free and clear of any restrictions except such imposed under applicable law,
if any.



     (f) Waiver, Deferral and Reinvestment of Dividends. The written instrument evidencing
the Restricted Stock Award or the Restricted Stock Unit Award may require or
permit the immediate payment, waiver, deferral or investment of dividends paid on the



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Restricted Stock or the Restricted Stock Units; provided, any such deferral may be permitted only
to the extent that such deferral would satisfy the requirements of Section 409A of the Code and any
guidance issued thereunder.



Section 8 Performance Share Awards.




     (a) Nature of Performance Shares. A Performance Share Award is an award entitling the
recipient to acquire shares of Stock upon the attainment of specified performance goals. The
Committee may make Performance Share Awards independent of or in connection with the granting of
any other Award under the Plan. Performance Share Awards may be granted under the Plan to
Directors and employees of the Company, any Affiliate or Subsidiary, including those who qualify
for awards under other performance plans of the Company. The Committee in its sole discretion
shall determine whether and to whom Performance Share Awards shall be made, the performance goals
applicable under each such Award, the periods during which performance is to be measured, and all
other limitations and conditions applicable to the awarded Performance Shares; provided, however,
that the Committee may rely on the performance goals and other standards applicable to other
performance based plans of the Company in setting the standards for Performance Share Awards under
the Plan.



     (b) Restrictions on Transfer. Performance Share Awards and all rights with respect to
such Awards may not be sold, assigned, transferred, pledged or otherwise encumbered.



     (c) Rights as a Shareholder. A participant receiving a Performance Share Award shall
have the rights of a shareholder only as to shares actually received by the participant under the
Plan and not with respect to shares subject to the Award but not actually received by the
participant. A participant shall be entitled to receive shares of Stock under a Performance Share
Award only upon satisfaction of all conditions specified in the written instrument evidencing the
Performance Share Award (or in a performance plan adopted by the Committee).



     (d) Termination. Except as may otherwise be provided by the Committee at any time
prior to termination of service, a participant’s rights in all Performance Share Awards shall
automatically terminate upon the participant’s termination of service with the Company and its
Affiliates or Subsidiaries for any reason (including, without limitation, death, Disability and for
Cause).



     (e) Acceleration, Waiver, Etc. At any time prior to the participant’s termination of
service with the Company, its Affiliates or Subsidiaries, the Committee may in its sole discretion
accelerate, waive or, subject to Section 14, amend any or all of the goals, restrictions or
conditions imposed under any Performance Share Award; provided, however, that in no event shall any
provision of the Plan be construed as granting to the Committee any discretion to increase the
amount of compensation payable under any Performance Share Award intended to qualify as a
Performance Award under Section 11 below to the extent such an increase would cause the amounts
payable pursuant to the Performance Share Award to be nondeductible in whole or in part pursuant to
Section 162(m) of the Code and the regulations thereunder, and the Committee shall have no such
discretion notwithstanding any provision of the Plan to the contrary.



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Section 9 Stock Appreciation Rights.




     (a) Notice of Stock Appreciation Rights. A Stock Appreciation Right (“SAR”) is a right
entitling the participant to receive cash or Stock having a fair market value equal to the
appreciation in the Fair Market Value of a stated number of shares from the date of grant, or in
the case of rights granted in tandem with or by reference to an Option granted prior to the grant
of such rights, from the date of grant of the related Option to the date of exercise. SARs may be
granted to Directors and employees of the Company or any Affiliate or Subsidiary.



     (b) Terms of Awards. SARs may be granted in tandem with or with reference to a related
Option, in which event the participant may elect to exercise either the Option or the SAR, but not
both, as to the same share subject to the Option and the SAR, or the SAR may be granted
independently. In the event of an Award with a related Option, the SAR shall be subject to the
terms and conditions of the related Option. In the event of an independent Award, the SAR shall be
subject to the terms and conditions determined by the Committee.



     (c) Restrictions on Transfer. SARs shall not be transferred, assigned or encumbered,
except that SARs may be exercised by the executor, administrator or personal representative of the
deceased participant within six months of the death of the participant (or such longer period as
the Committee shall specify at any time) and transferred pursuant to a certified domestic relations
order.



     (d) Payment Upon Exercise. Upon exercise of an SAR, the participant shall be paid the
excess of the then Fair Market Value of the number of shares to which the SAR relates over the Fair
Market Value of such number of shares at the date of grant of the SAR, or of the related Option, as
the case may be. Such excess shall be paid in cash or in Stock having a Fair Market Value equal to
such excess or in such combination thereof as the Committee shall determine.



Section 10 Dividend Equivalents.




     The Committee is authorized to grant Dividend Equivalents to Directors and employees of the
Company or any Affiliate or Subsidiary. The Committee may provide, at the date of grant or
thereafter, that Dividend Equivalents shall be paid or distributed when accrued or shall be deemed
to have been reinvested in additional Shares, or other investment vehicles as the Committee may
specify, provided that Dividend Equivalents (other than freestanding Dividend Equivalents) shall be
subject to all conditions and restrictions of the underlying Awards to which they relate unless
otherwise provided by the Committee. Any grant of Dividend Equivalents made to a participant
hereunder shall be permitted only to the extent that such grant would satisfy the requirements of
Section 409A of the Code and any guidance issued thereunder. To the extent that a grant of
Dividend Equivalents would be deemed, under Section 409A of the Code and any guidance issued
thereunder, to reduce the exercise price of an Option or SAR below the Fair Market Value
(determined as of the date of grant) of the share of Stock underlying such Award, no grant of
Dividend Equivalents shall be allowed with respect to such Option or SAR.



Section 11 Performance Awards.



     If the Committee determines that a Performance Share Award, Restricted Stock Award



14









 







or
Restricted Stock Unit Award to be granted to a participant should qualify as “performance-based
compensation” for purposes of Section 162(m) of the Code, the grant, vesting and/or settlement of
such award shall be contingent upon achievement of preestablished performance goals and other terms
set forth in this Section 11.



     (a) Performance Goals Generally. The performance goals for such awards (“Performance
Awards”) shall consist of one or more business criteria and a targeted level or levels of
performance with respect to each of such criteria, as specified by the Committee consistent with
this Section 11. Performance goals shall be objective and shall otherwise meet the requirements of
Section 162(m) of the Code and regulations thereunder (including Regulation 1.162-27 and successor
regulations thereto). The Committee may determine that such Performance Awards shall be granted,
vested and/or settled upon achievement of any one performance goal or that two or more of the
performance goals must be achieved as a condition to grant, vesting and/or settlement of such
Performance Awards. Performance goals may differ for Performance Awards granted to any one
participant or to different participants. Any Performance Award granted under the Plan shall be
settled as soon as administratively practicable following the date on which such Award vests, but
in no event later than sixty (60) days after the date on which such Performance Award vests.



     (b) Business Criteria. One or more of the following business criteria for the Company,
on a consolidated basis, and/or for specified subsidiaries or business units of the Company (except
with respect to the total stockholder return and earnings per share criteria), shall be used by the
Committee in establishing performance goals for such Performance Awards: (1) earnings, including
FFO; (2) revenues; (3) cash flow; (4) cash flow return on investment; (5) return on assets; (6)
return on investment; (7) return on capital; (8) return on equity; (9) economic value added; (10)
operating margin; (11) net income; (12) pretax earnings; (13) pretax earnings before interest,
depreciation and amortization; (14) pretax operating earnings after interest expense and before
incentives, service fees, and extraordinary or special items; (15) operating earnings; (16) total
stockholder return; (17) market share; (18) debt load reduction; (19) expense management; (20)
stock price; (21) book value; (22) overhead; (23) assets; (24) assessment of balance sheet or
income statement objectives; and (25) strategic business objectives, consisting of one or more
objectives based on meeting specific cost targets, business expansion goals and goals relating to
acquisitions or divestitures. Any of the above goals may be compared to the performance of a peer
group, business plan or a published or special index deemed applicable by the Committee including,
but not limited to, the Standard & Poor’s 500 Stock Index.



     (c) Performance Period; Timing for Established Performance Goals. Achievement of
performance goals in respect of such Performance Awards shall be measured over a performance
period, as specified by the Committee. Performance goals shall be established not later than 90
days after the beginning of any performance period applicable to such Performance Awards, or at
such other date as may be required or permitted for “performance-based compensation” under Section
162(m) of the Code.



     (d) Settlement of Performance Awards; Other Terms. Settlement of such Performance
Awards shall be in cash, Stock or other property, in the discretion of the Committee. The Committee
may, in its discretion, reduce the amount of a settlement otherwise to be made in



15









 







connection with
such Performance Awards, but may not exercise discretion to increase any such amount payable to a
participant in respect of a Performance Award subject to this Section 11. The Committee shall
specify the circumstances in which such Performance Awards shall be paid or forfeited in the event
of a termination of employment of the participant prior to the end of a performance period or
settlement of Performance Awards.



     (e) Written Determination. All determinations by the Committee as to the establishment
of performance goals or potential individual Performance Awards and as to the achievement of
performance goals relating to Performance Awards under this Section 11 shall be made in writing in
the case of any Award intended to qualify under Section 162(m) of the Code.



     (f) Partial Achievement.  The terms of any award may provide that partial achievement
of the business criteria may result in a payment or vesting based upon the degree of achievement.
In addition, partial achievement of business criteria shall apply toward a participant’s individual
limitations as set forth in Section 3(c).



     (g) Extraordinary Items.  In establishing any business criteria, the Committee may
provide for the exclusion of the effects of the following items, to the extent identified in the
audited financial statements of the Company, including footnotes, or in the Management’s Discussion
and Analysis section of the Company’s annual report: (i) extraordinary, unusual, and/or
nonrecurring items of gain or loss; (ii) gains or losses on the disposition of a business; (iii)
changes in tax or accounting principles, regulations or laws; or (iv) mergers or acquisitions.  To
the extent not specifically excluded, such effects shall be included in any applicable business
criteria.



Section 12 Tax Withholding.




     (a) Payment by Participant. Each participant shall, no later than the date as of which
the value of an Award or of any Stock or other amounts received thereunder first becomes includible
in the gross income of the participant for Federal income tax purposes, pay to the Company, or make
arrangements satisfactory to the Committee regarding payment of, any Federal, state, or local taxes
of any kind required by law to be withheld with respect to such income. The Company, its Affiliates
and Subsidiaries shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment of any kind otherwise due to the participant.



     (b) Payment in Shares. A participant may elect, subject to such rules and limitations
as may be established by the Committee from time to time, to have such tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Company to withhold from shares of Stock to
be issued pursuant to any Award a number of shares with an aggregate Fair Market Value (as of the
date the withholding is effected) that would satisfy the withholding amount due (based on the
minimum statutory rates), or (ii) transferring to the Company shares of Stock
owned by the participant with an aggregate Fair Market Value (as of the date the withholding
is effected) that would satisfy the withholding amount due (based on the minimum statutory rates).



16









 





Section 13 Transfer, Leave of Absence, Etc.




     For purposes of the Plan, the following events shall not be deemed a Termination of Service:



Service Providers




     (a)



Section 14 Amendments and Termination.




     (a) General. The Board may, as permitted by law, at any time amend or discontinue the
Plan and the Committee may at any time amend or cancel any outstanding Award, but no such action
shall adversely affect rights under any outstanding Award without the holder’s consent and, except
as set forth in Section 3(d) above, no amendment shall (a) materially increase the benefits
accruing to participants under the Plan; (b) materially increase the aggregate number of securities
which may be issued under the Plan, or (c) materially modify the requirements for participation in
the Plan, unless the amendment under (a), (b) or (c) above is approved by the Company’s
stockholders. It is the intention of the Company that this Plan and any Awards made hereunder
comply with or are exempt from the requirements of Section 409A of the Code and any guidance issued
thereunder.



     (b) Deferred Compensation. If any award would be considered “deferred compensation”
as defined under Section 409A of the Code (“Deferred Compensation”), the Committee reserves the
absolute right (including the right to delegate such right) to unilaterally amend the Plan or the
Award agreement, without the consent of the participant, to avoid the application of, or to
maintain compliance with, Section 409A of the Code. Any amendment by the Committee to the Plan or
an Award agreement pursuant to this section shall maintain, to the extent practicable and
permissible, the original intent of the applicable provision without violating Section 409A of the
Code. A participant’s acceptance of any award under the Plan constitutes acknowledgement and
consent to such rights of the Committee, without further consideration or action. Any discretionary
authority retained by the Committee pursuant to the terms of this Plan or pursuant to an Award
agreement shall not be applicable to an Award which is determined to constitute Deferred
Compensation, if such discretionary authority would contravene Section 409A of the Code.



     (c) Amendment to Conform to Law. Notwithstanding any provision in this Plan or any
Award Agreement to the contrary, the Committee may amend the Plan or an Award Agreement, to take
effect retroactively or otherwise, as deemed necessary or advisable for the purpose of conforming
the Plan or the Award Agreement to any present or future law relating to plans of this or similar
nature (including, but not limited to, Code Section 409A). By accepting an award under this Plan,
each participant agrees and consents to any amendment made pursuant to this Section 13(c) or
Section 13(b) to any award granted under this Plan without further consideration or action.



17









 





Section 15 Status of Plan.




     With respect to the portion of any Award which has not been exercised and any payments in
cash, Stock or other consideration not received by a participant, a participant shall have no
rights greater than those of a general unsecured creditor of the Company unless the Committee shall
otherwise expressly determine in connection with any Award or Awards. In its sole discretion, the
Committee may authorize the creation of trusts or other arrangements to meet the Company’s
obligations to deliver Stock or make payments with respect to Awards hereunder, provided that the
existence of such trusts or other arrangements is consistent with the provision of the foregoing
sentence.



Section 16
Change of Control Provisions.




     Upon the occurrence of a Change of Control as defined in this Section 16:



     (a) Each Stock Option and each Stock Appreciation Right shall automatically become fully
exercisable unless the Committee shall otherwise expressly provide at the time of grant.



     (b) Restrictions and conditions on Awards of Restricted Stock, Restricted Stock Units,
Performance Shares and Dividend Equivalents shall automatically be deemed waived, and the
recipients of such Awards shall become entitled to receipt of the maximum amount of Stock subject
to such Awards unless the Committee shall otherwise expressly provide at the time of grant.



     (c) “Change of Control” shall mean the occurrence of any one of the following events:




     (i) any “person”, as such term is used in Sections 13(d) and 14(d) of the Act (other
than the Company, any of its Subsidiaries, any trustee, fiduciary or other person or entity
holding securities under any employee benefit plan of the Company or any of its
Subsidiaries), together with all “affiliates” and “associates” (as such terms are defined in
Rule 12b-2 under the Act) of such person, shall become the “beneficial owner” (as such term
is defined in Rule 13d-3 under the Act), directly or indirectly, of securities of the
Company representing 40% or more of either (A) the combined voting power of the Company’s
then outstanding securities having the right to vote in an election of the Company’s Board
of Directors (“Voting Securities”) or (B) the then outstanding shares of Common Stock of the
Company (in either such case other than as result of acquisition of securities directly from
the Company); or




     (ii) persons who, as of the effective date of this Plan, constitute the Company’s Board
of Directors (the “Incumbent Directors”) cease for any reason, including without limitation,
as a result of a tender offer, proxy contest, merger or similar transaction, to constitute
at least a majority of the Board, provided that any person becoming a director of the
Company subsequent to the effective date of this Plan whose election or nomination for
election was approved by a vote of at least a majority of the Incumbent Directors shall, for
purposes of this Plan, be considered an Incumbent Director; or



18









 






     (iii) the consummation of: (A) any consolidation or merger of the Company or any
Subsidiary where the stockholders of the Company, immediately prior to the consolidation or
merger, would not, immediately after the consolidation or merger, beneficially own (as such
term is defined in Rule 13d-3 under the Act), directly or indirectly, shares representing in
the aggregate 50% or more of the voting stock of the corporation issuing cash or securities
in the consolidation or merger (or of its ultimate parent corporation, if any), (B) any
sale, lease, exchange or other transfer (in one transaction or a series of transactions
contemplated or arranged by any party as a single plan) of all or substantially all of the
assets of the Company or (C) any plan or proposal for the liquidation or dissolution of the
Company.



     Notwithstanding the foregoing, a “Change of Control” shall not be deemed to have occurred for
purposes of the foregoing clause (i) solely as the result of an acquisition of securities by the
Company which, by reducing the number of shares of Common Stock or other Voting Securities
outstanding, increases (x) the proportionate number of shares of Common Stock beneficially owned by
any person to 40% or more of the shares of Common Stock then outstanding or (y) the proportionate
voting power represented by the Voting Securities beneficially owned by any person to 40% or more
of the combined voting power of all then outstanding Voting Securities; provided, however, that if
any person referred to in clause (x) or (y) of this sentence shall thereafter become the beneficial
owner of any additional shares of Common Stock or other Voting Securities (other than pursuant to a
stock split, stock dividend, or similar transaction), then a “Change of Control” shall be deemed to
have occurred for purposes of the foregoing clause (i). In the event that any award under the Plan
constitutes Deferred Compensation, and the settlement of, or distribution of benefits under such
award is to be triggered by a Change of Control, then such settlement or distribution shall be
subject to the event constituting the Change of Control also constituting a change in the ownership
or effective control or change in ownership of a substantial portion of assets of a corporation as
permitted under Section 409A of the Code and any guidance issued thereunder.



Section 17 General Provisions.




     (a) No Distribution; Compliance with Legal Requirements. The Committee may require
each person acquiring shares pursuant to an Award to represent to and agree with the Company in
writing that such person is acquiring the shares without a view to distribution thereof. No shares
of Stock shall be issued pursuant to an Award until all applicable securities laws and other legal
and stock exchange requirements have been satisfied. The Company may, as it deems appropriate: (i)
require the placing of such stop-orders and restrictive legends on certificates, if any, for Stock
and Awards, (ii) make a notation within any electronic recordation system for ownership of shares,
or (iii) utilize other reasonable means to evidence such shares have not been registered under the
Securities Act of 1933.



     (b) Certificates. To the extent that the Plan provides for the issuance of shares of
Stock, the issuance may be effected on a non-certificated basis, in accordance with applicable law
and the applicable rules of any stock exchange. If stock certificates are issued to evidence
shares awarded under this Plan, delivery of stock certificates to participants under this Plan
shall be deemed effected for all purposes when the Company or a stock transfer agent of the Company



19









 







shall have delivered such certificates in the United States mail, addressed to the
participant, at the participant’s last known address on file with the Company.



     (c) Other Compensation Arrangements; No Employment Rights. Nothing contained in this
Plan shall prevent the Board from adopting other or additional compensation arrangements, including
trusts, subject to stockholder approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases. The adoption of the Plan and the
grant of Awards do not confer upon any employee any right to continued employment with the Company
or any Subsidiary.



Section 18 Effective Date of Plan.




     The Plan shall become effective upon approval by the stockholders of the Company.



Section 19
Governing Law.




     THIS PLAN SHALL BE GOVERNED BY THE STATE OF ILLINOIS WITHOUT REGARD TO THE PRINCIPLES OF
CONFLICT OF LAWS THEREOF, EXCEPT TO THE EXTENT SUCH LAW IS PREEMPTED BY FEDERAL LAW.




20