exv10w2









    Exhibit
10.2





 




    AMERICAN
    GREETINGS CORPORATION

    2007 OMNIBUS INCENTIVE COMPENSATION PLAN

    (AS AMENDED MAY 1, 2011)



 




    ARTICLE 1

    



 




    DEFINITIONS
    



 



    In this Plan, except where the context otherwise indicates, the
    following definitions apply.



 



    1.1 “Agreement” means an agreement
    in Writing delivered to the Grantee, which evidences a grant of
    an Award under the Plan.



 



    1.2 “Appreciation Right” means a
    right granted pursuant to Article 8 of this Plan.



 



    1.3 “Award” means an Option, Share
    Award, Restricted Share, Deferred Share, Performance Bonus,
    Performance Share, Directors’ Share, Performance Unit,
    Appreciation Right or Dividend Equivalents granted under this
    Plan.



 



    1.4 “Board” means the Board of
    Directors of the Corporation.



 



    1.5 “Change in Control” means the
    happening of any of the following events:



 



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



 



    (ii) the Corporation sells or otherwise transfers all or
    substantially all of its assets to any other corporation or
    other legal person, and less than a majority of the combined
    voting power of the then-outstanding securities of such
    corporation or person immediately after such transaction is held
    in the aggregate by the holders of Common Stock immediately
    prior to such transaction;



 



    (iii) there is a report filed on Schedule 13D or
    Schedule TO (or any successor schedule, form or report),
    each as promulgated pursuant to the Exchange Act, disclosing
    that any person (as the term “person” is used in
    Section 13(d)(3) or Section 14(d)(2) of the Exchange
    Act) has become the beneficial owner (as the term
    “beneficial owner” is defined under
    Rule 13d-3
    or any successor rule or regulation promulgated under the
    Exchange Act) of securities representing 20% or more of the
    Voting Power;



 



    (iv) the Corporation files a report or proxy statement with
    the Securities and Exchange Commission pursuant to the Exchange
    Act disclosing in response to
    Form 8-K
    or Schedule 14A (or any successor schedule, form or report
    or item therein) that a Change in Control of the Corporation has
    occurred; or



 



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



 



    (vi) Notwithstanding the foregoing provisions of
    Section 1.5(iii) and (iv) above, a “Change in
    Control” shall not be deemed to have occurred for purposes
    of this Plan (i) solely because (A) the Corporation;
    (B) a Subsidiary; (C) any Corporation –
    sponsored employee stock ownership plan or other employee
    benefit plan of the Corporation; or (D) any family member
    of Jacob Sapirstein (including lineal descendants, spouses of
    such descendants, the lineal descendants of any such spouse, the
    spouses of any such spouses’ lineal descendants and trust
    (including voting trusts)) either files or becomes obligated to
    file a report or proxy statement under or in response to
    Schedule 13D, Schedule TO,
    Form 8-K
    or






    

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    Schedule 14A (or any successor schedule, form or report or
    item therein) under the Exchange Act, disclosing beneficial
    ownership by it of shares, whether in excess of 20% of the
    Voting Power or otherwise, or because the Corporation reports
    that a Change in Control of the Corporation has or may have
    occurred or will or may occur in the future by reason of such
    beneficial ownership or (ii) solely because of a Change in
    Control of any Subsidiary.



 



    (vii) Notwithstanding the foregoing, if and to the extent
    that any provision of this Plan or an Award would cause a
    payment of deferred compensation that is subject to
    Section 409A(a)(2) of the Internal Revenue Code to be made
    upon the occurrence of a “Change in Control,” then
    such payment shall not be made unless such “Change in
    Control” satisfies the requirements of
    Section 409A(2)(A)(v) of the Internal Revenue Code and
    applicable regulations and rulings thereunder.



 



    1.6 “Class A Common Shares”
    means Class A Common Shares, par value $1.00 per share, of
    the Corporation.



 



    1.7 “Class B Common Shares”
    means Class B Common Shares, par value $1.00 per share, of
    the Corporation.



 



    1.8 “Committee” means (except as
    otherwise provided or limited in the following sentence), the
    full Board or the Board’s Compensation and Management
    Development Committee, or such other committee or designee
    (including, without limitation, an officer of the Corporation)
    appointed by the Board or the Compensation and Management
    Development Committee to manage Awards generally or specific
    individual or group of Awards. To the extent required by
    Section 162(m) of the Internal Revenue Code,
    Rule 16b-3
    of the Exchange Act or other similar requirement, any action
    taken by the Committee shall be taken by the Committee as a
    whole or by a subcommittee of at least two members, and all the
    members of the Committee or such subcommittee will be
    “outside directors” as defined in Treas. Reg.
    Section 1.162-27(e)(3)
    or any similar successor regulation
    and/or
    “non-employee directors” as defined in
    Rule 16b-3(b)(3)(i)
    of the Exchange Act or any similar successor rule. In all other
    events, the Chairman of the Committee shall be authorized to act
    on behalf of the Committee unless otherwise determined by the
    Committee. Except where the context otherwise requires,
    references in the Plan to the “Committee” also shall
    be deemed to refer to the Chairman and to any delegate of the
    Committee while acting within the scope of such delegation.



 



    1.9 “Common Stock” means
    Class A Common Shares, Class B Common Shares or both.



 



    1.10 “Corporation” means American
    Greetings Corporation.



 



    1.11 “Covered Employee” means an
    Eligible Person who is, or is determined by the Committee to
    become, a “covered employee” within the meaning of
    Section 162(m) of the Internal Revenue Code (or any
    successor provision).



 



    1.12 “Deferral Period” means the
    period of time during which Deferred Shares, Awards or other
    compensation is subject to deferral limitations under
    Section 7.3 or Article 13 of this Plan.



 



    1.13 “Deferred Shares” means an
    Award made pursuant to Section 7.3 of this Plan of the
    right to receive Common Stock at the end of a specified Deferral
    Period.



 



    1.14 “Director” means any member of
    the Board, or any member of a board of directors of a
    Subsidiary, who is not also an employee of the Corporation or
    any Subsidiary.



 



    1.15 “Directors’ Share” means
    a Share awarded to a Director pursuant to Section 7.5 of
    this Plan.



 



    1.16 “Dividend Equivalent” means an
    amount determined by multiplying the number of shares of Common
    Stock subject to a grant by the per-share cash dividend, or the
    per-share fair market value (as determined by the Committee) of
    any dividend in consideration other than cash, paid by the
    Corporation on its Common Stock.



 



    1.17 “Effective Date” means
    February 13, 2007.



 



    1.18 “Eligible Person” means a key
    employee, officer or consultant of the Corporation or of a
    Subsidiary, or a Director, selected by the Committee as eligible
    to receive an Award under the Plan.





    

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    1.19 “Exchange Act” means the
    Securities Exchange Act of 1934 as amended, and the rules and
    regulations promulgated thereunder.



 



    1.20 “Fair Market Value” means, as
    of any given date, the closing price of the Class A Common
    Shares as reported on the New York Stock Exchange (or if the
    Class A Common Shares are not then traded on the New York
    Stock Exchange, as reported by such other national securities
    exchange or quoted on the Nasdaq National Market or such other
    automated quotation system in which the Class A Common
    Shares are quoted) as of the close of business on such date or
    the latest such date in which there is a listing. Fair Market
    Value shall be determined in a manner that complies with the
    requirements of Section 409A of the Internal Revenue Code
    and regulations and rulings thereunder.



 



    1.21 “Grantee” means an Eligible
    Person to whom an Award has been granted.



 



    1.22 “Grant Date” means



 



    (i) with respect to Options and Appreciation Rights, the
    date on which such Award is approved by the Committee, or such
    later date specified by the Committee in authorizing the Award
    provided that (A) the Eligible Person does not have the
    ability to individually negotiate the key terms and conditions
    of the Award with the Corporation or, if so, such negotiations
    have concluded and (B) the key terms of the Award are
    expected to be communicated to the Grantee or group of Grantees
    within a relatively short period of time from the date as of
    which the Award is authorized to be granted; and



 



    (ii) with respect to all other Awards, the date on which
    such Award is approved by the Committee, or such later date
    specified by the Committee in authorizing the Award.



 



    1.23 “Incentive Stock Option” means
    an Option granted under the Plan that qualifies as an incentive
    stock option under Section 422 of the Internal Revenue Code
    (or any successor provision) and that the Corporation designates
    as such in the Agreement granting the Option.



 



    1.24 “Internal Revenue Code” means
    the Internal Revenue Code of 1986 as amended, and the rules and
    regulations promulgated thereunder.



 



    1.25 “Nonstatutory Stock Option”
    means an Option granted under the Plan that is not an Incentive
    Stock Option.



 



    1.26 “Option” means an option to
    purchase Shares granted under the Plan in accordance with the
    terms of Article 6 of this Plan.



 



    1.27 “Option Period” means the
    period during which an Option may be exercised.



 



    1.28 “Option Price” means the price
    per Share at which an Option may be exercised. The Option Price
    for any Option will equal the Fair Market Value on the Grant
    Date, unless otherwise determined by the Committee in its
    discretion pursuant to an Option that contains terms and
    conditions that satisfy (or qualify such Option for an exemption
    from) the applicable requirements of Section 409A of the
    Internal Revenue Code.



 



    1.29 “Optionee” means an Eligible
    Person to whom an Option has been granted.



 



    1.30 “Performance Criteria” means
    the performance standards selected by the Committee that may be
    based on revenue; gross margin; product line contribution;
    operating and other expenses; operating earnings; earnings
    before interest, taxes, depreciation and amortization
    (“EBITDA”); earnings before interest and taxes
    (“EBIT”); pre-tax or after-tax profits; net income;
    earnings per share; cash flow; productivity; return on assets;
    return on capital; return on equity; cash flow/net assets;
    debt/capital ratio; return on net capital employed
    (“RONCE”); sales growth; stock price appreciation; or
    total shareholder return (share appreciation plus dividends as
    if reinvested), and may be absolute in their terms or measured
    against or in relationship to changes from period to period or
    against or in relationship to other companies comparably,
    similarly or otherwise situated.



 



    1.31 “Performance Period” means the
    period or periods, which may be of overlapping durations, during
    which each Performance Criterion of Qualified Performance-Based
    Compensation or other performance






    

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    criterion of a performance-based Award will be measured against
    the Performance Criteria or other performance goals established
    by the Committee and specified in the Agreement relating thereto.



 



    1.32 “Performance Bonus” means an
    award granted pursuant to Article 9 of this Plan.



 



    1.33 “Performance Share” means a
    bookkeeping entry that records the equivalent of one Common
    Share awarded pursuant to Section 7.4 of this Plan.



 



    1.34 “Performance Unit” means a
    bookkeeping entry that records a unit equivalent to $1.00
    awarded pursuant to Section 7.4 of this Plan.



 



    1.35 “Plan” means this American
    Greetings Corporation 2007 Omnibus Incentive Compensation Plan
    which is the Plan set forth in this document, as amended from
    time to time.



 



    1.36 “Potential Change in Control”
    shall be deemed to have occurred if the event set forth in any
    one of the following paragraphs shall have occurred:



 



    (i) the Corporation enters into an agreement, the
    consummation of which would result in the occurrence of a Change
    in Control;



 



    (ii) the commencement of a proxy contest in which any
    person (as such term is defined in Section 3(9) of the
    Exchange Act and also includes any group deemed to be a person
    under Section 13(d)(3) of the Exchange Act) seeks to
    replace or remove a majority of the members of the Board;



 



    (iii) the Board otherwise adopts a resolution to the effect
    that, for purposes of this Agreement, a Potential Change in
    Control has occurred; or



 



    (iv) the Corporation files a report or proxy statement with
    the Securities and Exchange Commission pursuant to the Exchange
    Act disclosing in response to
    Form 8-K
    or Schedule 14A (or any successor schedule, form or report
    or item therein) that a Change in Control of the Corporation may
    or will occur in the future.



 



    1.37 “Qualified Performance-Based
    Compensation” means any compensation that is
    intended to qualify as “qualified performance-based
    compensation” as described in Section 162(m)(4)(C) of
    the Internal Revenue Code.



 



    1.38 “Related Award” means the
    Award in connection with which a Related Right is granted.



 



    1.39 “Related Right” means an
    Appreciation Right granted in connection with a specified Award
    or by amendment of an outstanding Nonstatutory Stock Option
    granted under the Plan.



 



    1.40 “Restricted Share” means a
    Share awarded to an Eligible Person pursuant to Section 7.2 of
    this Plan that is subject to certain restrictions and may be
    subject to forfeiture.



 



    1.41 “Right Period” means the
    period during which an Appreciation Right may be exercised.



 



    1.42 “Securities Act” means the
    Securities Act of 1933 as amended, and the rules and regulations
    promulgated thereunder.



 



    1.43 “Share” means a share of
    authorized but unissued Common Stock, Common Stock held in
    treasury or a reacquired share of Common Stock, including shares
    purchased by the Corporation on the open market for purposes of
    the Plan or otherwise.



 



    1.44 “Share Award” means an award
    of Common Stock, or an Award denominated in terms of Common
    Stock, as described in Article 7 of this Plan, and
    includes, without limitation, a Restricted Share, a
    Directors’ Share, a Deferred Share and a Performance Share.



 



    1.45 “Subsidiary” means an entity
    which is a member of a “controlled group” or under
    “common control” with the Corporation as determined
    under Section 414(b) or (c) of the Internal Revenue
    Code, except that an entity will be deemed to be in a controlled
    group or under common control with the Corporation for this
    purpose if the Corporation either directly or indirectly owns at
    least 50% (or 20% with legitimate business






    

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    criteria) of the total combined voting power of all classes of
    stock (or similar interests) of such entity or would otherwise
    satisfy the definition of service recipient under
    Section 409A of the Internal Revenue Code.



 



    1.47 “Voting Power” means at any
    time, the total votes relating to the then-outstanding
    securities entitled to vote generally in the election of
    directors of the Corporation.



 



    1.48 “Writing” means any paper or
    electronic means of documenting the terms of an Agreement
    hereunder which satisfies such requirements for formality,
    authenticity and verification of signature and authority as may
    be established by the Committee or by those persons responsible
    for performing administrative functions under the Plan.



 




    ARTICLE 2

    



 




    PURPOSE
    



 



    The Plan is intended to promote the success and enhance the
    value of the Corporation by linking the personal interests of
    Directors, officers and other key employees and consultants to
    those of the Corporation’s shareholders and by providing
    flexibility to the Corporation in its ability to motivate,
    attract and retain the services of Directors, officers and other
    key employees and consultants upon whose judgment, interest and
    special effort the successful conduct of the Corporation’s
    operations is largely dependent.



 




    ARTICLE 3

    



 




    PLAN
    MANAGEMENT AND ADMINISTRATION
    



 



    The Plan will be managed by the Committee. Administrative
    functions may include, without limitation, documenting and
    communicating Awards made hereunder, maintaining records
    concerning such Awards, and satisfying (or assisting Eligible
    Persons in satisfying) any applicable reporting, disclosure, tax
    filing or withholding, or other legal requirements concerning
    Awards. Each member of the Committee is entitled to, in good
    faith, rely or act upon any report or other information
    furnished to that member by any officer or other employee of the
    Corporation or any Subsidiary, the Corporation’s
    independent registered public accounting firm or other certified
    public accountants, or any executive compensation consultant or
    other professional retained to assist in the administration of
    the Plan. In addition to any other powers granted to the
    Committee, it will have the following management powers, subject
    to the express provisions of the Plan:



 



    3.1 to determine in its discretion the Eligible Persons or
    group of Eligible Persons to whom Awards will be granted;



 



    3.2 to determine the types of Awards to be granted;



 



    3.3 to determine the number of Awards to be granted to an
    Eligible Person or to a group of Eligible Persons and the number
    of Shares to be subject to each Award or pool of Awards;



 



    3.4 to determine the terms and conditions of any Award,
    including, but not limited to, the Option Price, grant price, or
    purchase price, any restrictions or limitations on the Award,
    any schedule for lapse of forfeiture restrictions or
    restrictions on the exercisability of an Award, and
    accelerations or waivers thereof, and any provisions related to
    non-competition and recapture of gain on an Award, based in each
    case on considerations as the Committee in its sole discretion
    determines;



 



    3.5 to construe and interpret any Agreement and the Plan;



 



    3.6 to require, whether or not provided for in the
    pertinent Agreement, of any Grantee, the making of any
    representations or agreements that the Committee may deem
    necessary or advisable in order to comply with, or qualify for
    advantageous treatment under, applicable securities, tax, or
    other laws;



 



    3.7 to provide for satisfaction of a Grantee’s tax
    liabilities arising in connection with the Plan through, without
    limitation, retention by the Corporation of Shares otherwise
    issuable on the exercise of, or pursuant to, an Award or through
    delivery of Common Stock to the Corporation by the Grantee under
    such terms and






    

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    conditions as the Committee deems appropriate, including but not
    limited to any Share attestation procedure approved or ratified
    by the Committee or by delivery of a properly executed notice
    together with irrevocable instructions to a broker to promptly
    deliver to the Corporation the amount of sale or loan proceeds
    to pay the tax liabilities, provided that in any case the Share
    amount retained will not exceed the minimum applicable required
    withholding tax rate for federal (including FICA), state or
    local tax liability;



 



    3.8 to make all other determinations and take all other
    actions necessary or advisable for the management and
    administration of the Plan, including but not limited to
    establishing, adopting or revising any rules and regulations as
    it may deem necessary;



 



    3.9 to delegate to officers or managers of the Corporation
    or any Subsidiary the authority to make Awards to Eligible
    Persons, to select such Eligible Persons, and to determine such
    terms and conditions thereof as may be specified in such
    delegation, from a pool of Awards authorized by the Committee;



 



    3.10 to condition the grant of any Award or combination of
    Awards authorized under this Plan on the surrender or deferral
    by the Eligible Person of his or her right to receive a cash
    bonus or other compensation otherwise payable by the Corporation
    or a Subsidiary to the Grantee; and



 



    3.11 without limiting the generality of the foregoing, to
    provide in its discretion in an Agreement:



 



    (i) for an agreement by the Grantee to render services to
    the Corporation or a Subsidiary upon such terms and conditions
    as may be specified in the Agreement, provided that the
    Committee will not have the power under the Plan to commit the
    Corporation or any Subsidiary to employ or otherwise retain any
    Optionee or Grantee;



 



    (ii) for restrictions on the transfer, sale or other
    disposition of Shares issued to the Grantee;



 



    (iii) for an agreement by the Grantee to resell to the
    Corporation, under specified conditions, Shares issued in
    connection with an Award;



 



    (iv) for the payment of the Option Price upon the exercise
    of an Option otherwise than in cash, including without
    limitation by delivery of Common Stock valued at Fair Market
    Value on the exercise date of the Option or a combination of
    cash and Common Stock; by means of any Share attestation
    procedure approved or ratified by the Committee; or by delivery
    of a properly executed exercise notice together with irrevocable
    instructions to a broker to promptly deliver to the Corporation
    the amount of sale proceeds to pay the exercise price;



 



    (v) for the deferral of receipt of amounts that otherwise
    would be distributed upon exercise or payment of an Award, the
    terms and conditions of any such deferral and any interest or
    Dividend Equivalent or other payment that will accrue with
    respect to deferred distributions, subject to the provisions of
    Article 13 of this Plan; and



 



    (vi) for the effect of a Change in Control or Potential
    Change of Control, as defined herein, of the Corporation on the
    rights of a Grantee with respect to any Award.



 



    (vii) Any determinations or actions made or taken by the
    Committee pursuant to this Article will be binding and final.



 




    ARTICLE 4

    



 




    ELIGIBILITY
    



 



    Eligible Persons may be granted one or more Awards; provided,
    however, that Incentive Stock Options will not be granted to
    Directors.





    

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    ARTICLE 5

    



 




    SHARES SUBJECT
    TO THE PLAN
    



 



    5.1 Subject to adjustment as provided in Article 14 of
    this Plan and Section 5.3 below, the number of Shares that
    may be issued or transferred (i) upon the exercise of
    Options or Appreciation Rights; (ii) as Share Awards;
    (iii) as Restricted Shares and released from substantial
    risk of forfeiture thereof; (iv) as Deferred Shares;
    (v) in payment of Performance Shares or Performance Units
    that have been earned; (vi) as Directors’ Shares; or
    (vii) in payment of Dividend Equivalents paid with respect
    to awards made under the Plan, shall not exceed in the aggregate
    5,600,000 Class A Common Shares and 1,200,000 Class B
    Common Shares, respectively. Such Shares may be shares of
    original issuance or treasury shares or a combination of the
    foregoing.



 



    5.2 Subject to adjustment as provided in Article 14 of
    this Plan, grants of Incentive Stock Options under the Plan may
    not be made with respect to more than 5,600,000 Class A
    Common Shares and 1,200,000 Class B Common Shares during
    any calendar year, provided that such limits only apply to the
    extent consistent with applicable regulations relating to
    Incentive Stock Options under the Internal Revenue Code. With
    respect to one fiscal year, (i) subject to adjustment as
    provided in Article 14 of this Plan an Eligible Person
    shall not receive Appreciation Rights in excess of 500,000
    Class A Common Shares and 500,000 Class B Common
    Shares; (ii) an Eligible Person shall not receive an award
    of Performance Shares or Performance Units having an aggregate
    maximum value as of their respective Grant Date in excess of
    $5,000,000; and (iii) subject to adjustment as provided in
    Article 14 of this Plan, an Eligible Person shall not
    receive Awards in excess, in the aggregate, of 500,000
    Class A Common Shares and 500,000 Class B Common
    Shares and collectively 500,000 Shares (“Individual
    Limit”).



 



    5.3 Shares underlying outstanding Awards made under the
    Plan will be available for subsequent issuance under the Plan to
    the extent those Awards are forfeited, expire or terminate for
    any reason prior to the issuance of the Shares subject to those
    Awards. Shares issued under the Plan subject to a vesting
    requirement and subsequently forfeited or repurchased by the
    Corporation, at a price per Share not greater than the original
    issue price paid per Share, pursuant to the Corporation’s
    repurchase rights under the Plan or the applicable Agreement
    will be added back to the number of Shares reserved for issuance
    under the Plan and accordingly will be available for subsequent
    reissuance. Should the exercise price of an Option under the
    Plan be paid with Shares, then the authorized reserve of Common
    Stock under the Plan will be reduced by the gross number of
    Shares for which that Option is exercised, and not by the net
    number of Shares issued under the exercised Option. If Shares
    otherwise issuable under the Plan are withheld by the
    Corporation in satisfaction of the withholding taxes incurred in
    connection with the exercise of an Option, Appreciation Right or
    issuance of fully-vested Shares under another type of Award,
    then the number of Shares available for issuance under the Plan
    will be reduced by the gross number of Shares issuable under the
    exercised Option or Appreciation Right or the gross number of
    fully-vested Shares issuable under another type of Award,
    calculated in each instance prior to any such share withholding.
    Notwithstanding the foregoing, any Award or portion of an Award
    that in accordance with the terms of the applicable Agreement,
    is payable only in cash immediately will be added back to the
    number of Shares reserved for issuance under the Plan and
    accordingly will be available for subsequent reissuance.



 



    5.4 Where two or more Awards are granted in relation to
    each other such that the exercise or payment of one such Award
    automatically and by its terms reduces the number of Shares that
    may be issued or the amount that may be received pursuant to the
    other Award or Awards, then the amount that will be included for
    purposes of the Individual Limit set forth in Section 5.2
    of this Plan for such Awards will be the amount that is the
    maximum number of Shares that could be issued or received
    pursuant to such Awards and their related Awards taken as a
    whole, and only the maximum number of Shares that could be
    issued pursuant to such Awards will be counted against the
    number of Shares reserved under the Plan at the time of their
    grant.



 



    5.5 In the case of any Award granted in substitution for an
    award of a business, corporation or other entity acquired by the
    Corporation or a Subsidiary, Shares issued or issuable in
    connection with such substitution will not be counted against
    the number of Shares reserved under the Plan, but will be
    available






    

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    under the Plan by virtue of the Corporation’s assumption of
    the plan or arrangement of the acquired business, corporation or
    other entity.



 




    ARTICLE 6

    



 




    OPTIONS
    



 



    6.1 The Committee is hereby authorized to grant Incentive
    Stock Options and Nonstatutory Stock Options to any employee who
    is an Eligible Person and to grant Nonstatutory Stock Options to
    any Director, provided that the number of Options granted to an
    Eligible Person during a fiscal year will not exceed the
    applicable limitations set forth in Article 5 of this Plan
    when aggregated with other Awards made to that Eligible Person
    during that fiscal year.



 



    6.2 All Options will be evidenced by an Agreement. All
    Agreements granting Incentive Stock Options will contain a
    statement that the Option is intended to be an Incentive Stock
    Option; if no such statement is included in the Agreement, or if
    the Agreement affirmatively states that the Option is intended
    to be a Nonstatutory Stock Option, the Option shall be a
    Nonstatutory Stock Option.



 



    6.3 All Agreements shall specify the number of Class A
    Common Shares or Class B Common Shares to which it pertains
    subject to the limitations set forth in Article 5 of this
    Plan.



 



    6.4 The Option Period will be determined by the Committee
    and specifically set forth in the Agreement, provided that an
    Option will not be exercisable after ten years from the Grant
    Date.



 



    6.5 The Committee will, at or after the Grant Date,
    determine the methods by which the Option Price of an Option may
    be paid and the form or forms of payment that may be permitted.



 



    6.6 The Committee may provide in the Agreement evidencing
    the grant of an Option that the Committee, in its sole
    discretion, will have the right to substitute an Appreciation
    Right for such Option at any time prior to or upon exercise of
    such Option; provided, however, that such Appreciation Right
    will be exercisable with respect to the same number of Shares
    for which such substituted Option would have been exercisable.



 



    6.7 The Committee may provide in the Agreement evidencing a
    grant of Options (other than Incentive Stock Options) that the
    Committee, in its sole discretion, will have the right to
    provide for the payment of Dividend Equivalents to the Optionee
    on either a current, deferred, or contingent basis or may
    provide that such equivalents shall be credited against the
    Option Price.



 



    6.8 The exercise of an Option shall result in the
    cancellation on a
    share-for-share
    basis of any Related Right authorized under Article 8 of
    this Plan.



 



    6.9 Except as otherwise determined by the Committee and set
    forth in an Agreement, if a Director subsequently becomes an
    employee of the Corporation or a Subsidiary while remaining a
    member of the Board, any Options held under the Plan by such
    individual at the time of such commencement of employment shall
    not be affected thereby. If an employee who is also a Director
    terminates employment, any Awards granted in connection with
    such individual’s employment will continue to be governed
    by and subject to the provisions of the Plan and the Agreement
    regarding a termination of employment.



 



    6.10 All other terms of Options granted under the Plan will
    be determined by the Committee in its sole discretion.



 




    ARTICLE 7

    



 




    SHARE
    AWARDS, PERFORMANCE UNITS AND DIRECTORS’ AWARDS
    



 



    7.1 The Committee is authorized to grant Share Awards to
    any Eligible Person in such amounts and subject to such terms
    and conditions as determined by the Committee, provided that the
    number of Shares awarded to an Eligible Person during a fiscal
    year will not exceed the applicable limitations set forth in
    Article 5 of this Plan when aggregated with other Share
    Awards made to that Eligible Person during that fiscal






    

8








 







    year. All Share Awards will be evidenced by an Agreement. Shares
    issued or transferred pursuant to a Share Award may be issued or
    transferred for consideration or no consideration (except as
    required by applicable law).



 



    7.2 Except as otherwise determined by the Committee and set
    forth in an Agreement, Restricted Shares are subject to the
    following terms and conditions:



 



    (i) Each such grant shall constitute an immediate transfer
    of the ownership of Common Stock to the Eligible Person in
    consideration for the performance of services, entitling such
    Eligible Person to voting, dividend and other ownership rights
    consistent with the Corporation’s Articles of
    Incorporation, Code of Regulations and other corporate documents
    as applicable to and governing Class A Common Shares and
    Class B Common Shares, but subject to the substantial risk
    of forfeiture and restrictions on transfer hereinafter referred
    to and subject to any requirement that requires any or all
    dividends or other distributions paid with respect to Restricted
    Shares be automatically deferred and reinvested in additional
    Restricted Shares, which may be subject to the same restrictions
    as the underlying award.



 



    (ii) Each such grant may be made without additional
    consideration or in consideration of a payment by such Eligible
    Person that is more or less than Fair Market Value per Share at
    the Grant Date.



 



    (iii) Each such grant shall provide that the Restricted
    Shares covered by such grant shall be subject to a
    “substantial risk of forfeiture” within the meaning of
    Section 83 of the Internal Revenue Code. Each such grant
    shall provide that during the period for which such substantial
    risk of forfeiture is to continue the transferability of the
    Restricted Shares shall be prohibited or restricted in the
    manner and to the extent prescribed by the Committee at the
    Grant Date. Except as otherwise determined by the Committee at
    the time of the grant of Restricted Shares or thereafter, upon
    termination of employment or service with or for the Corporation
    and/or
    Subsidiaries during the applicable restriction period,
    Restricted Shares that are at that time subject to restrictions
    will be forfeited.



 



    (iv) Any grant of Restricted Shares may specify Performance
    Criteria or other performance goals which, if achieved, will
    result in termination or early termination of the restrictions
    applicable to such shares, and each grant may specify in respect
    of such specified Performance Criteria or other performance
    goals, a minimum acceptable level of achievement and shall set
    forth a formula for determining the number of Restricted Shares
    on which the restrictions will terminate if performance is at or
    above the minimum level, but falls short of full achievement of
    the specified Performance Criteria or other performance goals.



 



    (v) If certificates representing Restricted Shares are
    registered in the name of the Grantee, those certificates must
    bear an appropriate legend referring to the terms, conditions
    and restrictions applicable to such Restricted Shares, and the
    Corporation may, at its discretion, retain physical possession
    of certificates until such time as all applicable restrictions
    lapse.



 



    7.3 Except as otherwise determined by the Committee and set
    forth in an Agreement, Deferred Shares are subject to the
    following terms and conditions:



 



    (i) Each such grant shall constitute the agreement by the
    Corporation to deliver Common Stock to the Eligible Person in
    the future in consideration of the performance of services, but
    subject to the fulfillment of such conditions during the
    Deferral Period as the Committee may specify.



 



    (ii) Each such grant may be made without additional
    consideration or in consideration of a payment by such Eligible
    Person that is more or less than Fair Market Value per Share at
    the Grant Date.



 



    (iii) Each such grant shall be subject to a Deferral Period
    of not less than one year, as determined by the Committee at the
    Grant Date except (if the Committee shall so determine) in the
    event of a Change in Control or other similar transaction or
    event.



 



    (iv) During the Deferral Period, an Eligible Person shall
    have no right to transfer any rights under his or her award,
    shall have no rights of ownership in the Deferred Shares and
    shall have no right to vote them, but the Committee may, at or
    after the Grant Date, authorize the payment of Dividend
    Equivalents






    

9








 







    on such shares on either a current, deferred, or contingent
    basis, either in cash or in additional Common Stock.



 



    (v) Each grant shall be consistent with Section 409A
    of the Internal Revenue Code, as the Committee may approve.



 



    7.4 Except as otherwise determined by the Committee and set
    forth in an Agreement, Performance Shares or Performance Units
    are subject to the following terms and conditions:



 



    (i) The Performance Period with respect to each Performance
    Share and Performance Unit shall be such period of time
    designated in the Agreement (as shall be determined by the
    Committee at the time of grant) commencing with the Grant Date.



 



    (ii) Any grant of Performance Shares and Performance Units
    shall specify Performance Criteria or other performance goals
    which, if achieved, will result in payment or early payment of
    the Award, and each grant may specify in respect of such
    specified Performance Criteria or other performance goals a
    minimum acceptable level of achievement and shall set forth a
    formula for determining the number of Performance Shares or
    Performance Units that will be earned if performance is at or
    above the minimum level, but falls short of full achievement or
    the specified Performance Criteria or other performance goals.



 



    (iii) Each grant shall specify the time and manner of
    payment of Performance Shares or Performance Units that have
    been earned. Any grant may specify that the amount payable with
    respect thereto may be paid by the Corporation in cash, in
    Class A Common Shares or Class B Common Shares or in
    any combination thereof and may either grant to the Eligible
    Person or retain in the Committee the right to elect among those
    alternatives.



 



    (iv) The Committee may, at or after the Grant Date, provide
    for the payment of Dividend Equivalents to the holder thereof on
    either a current, deferred or contingent basis, either in cash
    or in additional Common Stock.



 



    7.5 Subject to the applicable limitations set forth in
    Article 5 of this Plan, Directors may elect to receive
    Class A or Class B Common Shares, as determined by the
    Board, in an amount equal to (and in lieu of) any or all fees
    owed to them by the Corporation as compensation for serving on
    the Corporation’s Board. For the purposes of this
    Section 7.5, Shares are valued at the closing price
    reported on the New York Stock Exchange (or if the Class A
    Common Shares are not then traded on the New York Stock
    Exchange, as reported by such other national securities exchange
    or quoted on the Nasdaq National Market or such other automated
    quotation system in which the Class A Common Shares are
    quoted) on the last trading day of the calendar quarter prior to
    payment of such fees. Any fractional shares shall be paid as
    cash.



 




    ARTICLE 8

    



 




    APPRECIATION
    RIGHTS
    



 



    8.1 The Committee may grant Appreciation Rights to any
    Eligible Person, upon such terms and conditions as the Committee
    deems appropriate under this Article 8, provided that the
    number of Appreciation Rights granted to an Eligible Person
    during a fiscal year will not exceed the applicable limitations
    set forth in Article 5 of this Plan when aggregated with
    other Appreciation Rights made to that Eligible Person during
    that fiscal year.



 



    8.2 An Appreciation Right may be granted under the Plan:



 



    (i) in connection with, and at the same time as, the grant
    of an Option to an Eligible Person;



 



    (ii) by amendment of an outstanding Nonstatutory Stock
    Option granted under the Plan to an Eligible Person; or



 



    (iii) independently of any Option granted under the Plan.





    

10








 







    An Appreciation Right granted under clause (i) or
    (ii) of the preceding sentence is a Related Right. A
    Related Right may, in the Committee’s discretion, apply to
    all or a portion of the Options subject to the Related Award.



 



    8.3 An Appreciation Right may be exercised in whole or in
    part as provided in the Agreement, and, subject to the
    provisions of the Agreement, entitles its Grantee to receive,
    without any payment to the Corporation (other than required tax
    withholding amounts), either cash or that number of Shares
    (equal to the highest whole number of Shares), or a combination
    thereof, in an amount or having a Fair Market Value determined
    as of the date such Appreciation Right is exercised not to
    exceed the number of shares underlying the Appreciation Right
    exercised multiplied by an amount equal to the excess of the
    Fair Market Value on the exercise date of the Appreciation Right
    over the “base price”, which is the Fair Market Value
    on the Grant Date of the Appreciation Right (or such price in
    excess of Fair Market Value on the Grant Date as the Committee
    determined at the time of grant).



 



    8.4 The Right Period will be determined by the Committee
    and specifically set forth in the Agreement, provided, however
    that an Appreciation Right that is a Related Right may be
    exercised only when and to the extent the Related Award is
    exercisable.



 



    8.5 The exercise or settlement, in whole or in part, of a
    Related Right will cause a reduction on a
    share-for-share
    basis in any Related Award.



 



    8.6 The Committee may specify Performance Criteria or other
    performance goals that must be achieved as a condition of the
    exercise of such rights.



 



    8.7 Each grant of Appreciation Rights shall be evidenced by
    an Agreement that identifies the related Options (if applicable)
    and contains such terms and provisions, consistent with this
    Plan, as the Committee may approve.



 




    ARTICLE 9

    



 




    PERFORMANCE
    BONUSES
    



 



    The Committee may grant Performance Bonuses under the Plan in
    the form of cash or Shares to Eligible Persons that the
    Committee may from time to time select, in the amounts and
    pursuant to the terms and conditions that the Committee may
    determine, subject to the provisions below:



 



    9.1 Performance Bonuses will be awarded in connection with
    a Performance Period, the length of which will be determined by
    the Committee.



 



    9.2 The Committee will determine the persons who will be
    eligible to receive a Performance Bonus under the Plan.



 



    9.3 Performance Criteria or other performance goals,
    performance targets and other award criteria shall be determined
    as follows:



 



    (i) The Committee will fix and establish (A) the
    performance goals that will apply to that Performance Period;
    (B) the target amount payable to each Eligible Person; and
    (C) subject to Section 9.4 below, the criteria for
    computing the amount that will be paid with respect to each
    level of attained performance. The Committee may also set forth
    the minimum level of performance, based on objective factors,
    that must be attained during the Performance Period before any
    Performance Bonus will be paid and the percentage of the target
    amount that will become payable upon attainment of various
    levels of performance that equal or exceed any minimum required
    level.



 



    (ii) The Committee may, in its discretion, select
    performance goals that measure the performance of the Eligible
    Person, the Corporation or one or more business units, divisions
    or Subsidiaries of the Corporation. The Committee may select
    performance goals that are absolute or relative to the
    performance of one or more comparable companies or an index of
    comparable companies. The performance goals may be described in
    terms of company-wide objectives or objectives that are related
    to the performance of the individual Eligible






    

11








 







    Person or of the Subsidiary, division, department, region or
    function within the Corporation or Subsidiary in which the
    Eligible Person is employed.



 



    9.4 In applying the performance goals, the Committee may,
    in its discretion, exclude unusual or infrequently occurring
    items (including any event listed in Article 14 of this
    Plan and the cumulative effect of changes in the law,
    regulations or accounting rules), and may determine to exclude
    other items, each determined in accordance with GAAP (to the
    extent applicable) and as identified in the financial
    statements, notes to the financial statements or discussion and
    analysis of management.



 



    9.5 All such Performance Bonuses shall be paid no later
    than the 15th day of the third month following the end of
    the calendar year (or, if later, following the end of the
    Corporation’s fiscal year) in which such Performance
    Bonuses are no longer subject to a substantial risk of
    forfeiture (as determined for purposes of Section 409A of
    the Internal Revenue Code). The Committee may provide that
    Awards will be payable, in whole or in part, in the event of the
    Grantee’s death or disability, a Change of Control or under
    other circumstances.



 




    ARTICLE 10

    



 




    QUALIFIED
    PERFORMANCE-BASED COMPENSATION
    



 



    10.1 The Committee may determine that an Award or Awards
    granted to an Eligible Person will be considered “qualified
    performance-based compensation” under Section 162(m)
    of the Internal Revenue Code. The provisions of this
    Article 10 apply only to any such Awards that are to be
    considered “qualified performance-based compensation”
    under Section 162(m) of the Internal Revenue Code. To the
    extent that Awards designated as “qualified
    performance-based compensation” under Section 162(m)
    of the Internal Revenue Code are made, no such Award may be made
    as an alternative to another Award that is not also designated
    as “qualified performance-based compensation” but
    instead must be separate and apart from all other Awards made.



 



    10.2 When Options or Appreciation Rights that are to be
    considered “qualified performance-based compensation”
    are granted, the Committee approving such grants must consist
    solely of two or more “outside directors” as defined
    in Treas. Reg.
    Section 1.162-27(e)(3),
    and the Option Price or base price, as the case may be,
    established for the grant by the Committee will not be less than
    the Fair Market Value on the Grant Date.



 



    10.3 When Awards other than Options or Appreciation Rights
    that are to be considered “qualified performance-based
    compensation” are granted, the Committee will establish in
    writing (i) the Performance Criteria that must be met,
    (ii) the Performance Period during which performance will
    be measured, (iii) the maximum amounts that may be paid if
    the Performance Criteria are met, and (iv) any other
    conditions that the Committee deems appropriate and consistent
    with the Plan and the requirements of Section 162(m) of the
    Internal Revenue Code for “qualified performance-based
    compensation.” The Performance Criteria will satisfy the
    requirements for “qualified performance-based
    compensation,” including the requirement that the
    achievement of the goals be substantially uncertain at the time
    they are established and that the Performance Criteria be
    established in such a way that a third party with knowledge of
    the relevant facts could determine whether and to what extent
    the Performance Criteria have been met. The Committee will not
    have discretion to increase the maximum amount of compensation
    that is payable upon achievement of the designated Performance
    Criteria, but the Committee may in its discretion reduce the
    amount of compensation that is payable to an Eligible Person
    upon achievement of the designated Performance Criteria.



 



    10.4 The Committee will establish the Performance Criteria
    in writing either before the beginning of the Performance Period
    or during a period ending no later than the earlier of
    (i) 90 days after the beginning of the Performance
    Period or (ii) the date on which 25% of the Performance
    Period has been completed, or such other date as may be required
    or permitted under applicable regulations under
    Section 162(m) of the Internal Revenue Code.





    

12








 







    10.5 The Committee will certify and announce the results
    for the Performance Period to all affected Grantees after the
    Corporation determines the financial and other relevant
    performance results for the Performance Period. The Committee
    will determine the amount, if any, to be paid pursuant to each
    Award based on the achievement of the Performance Criteria and
    the terms of each Agreement.



 



    10.6 The Committee may provide that Awards will be payable,
    in whole or in part, in the event of the Grantee’s death or
    disability, a Change of Control or under other circumstances
    consistent with the Treasury regulations and rulings under
    Section 162(m) of the Internal Revenue Code.



 




    ARTICLE 11

    



 




    TRANSFERABILITY
    



 



    11.1 Except as otherwise determined by the Committee on a
    case-by-case
    basis, no Options, Appreciation Rights or other derivative
    security granted under the Plan shall be transferable by an
    Optionee other than by will or the laws of descent and
    distribution. Except as otherwise determined by the Committee on
    a
    case-by-case
    basis, Options and Appreciation Rights shall be exercisable
    during the Optionee’s lifetime only by him or her or by his
    or her guardian or legal representative.



 



    11.2 The Committee may specify at the Grant Date that part
    or all of the Common Stock that is (i) to be issued or
    transferred by the Corporation upon the exercise of Option
    grants or Appreciation Rights, upon the termination of the
    Deferral Period applicable to Deferred Shares or upon payment
    under any grant of Performance Shares or Performance Units or
    (ii) no longer subject to the substantial risk of
    forfeiture and restrictions on transfer referred to in
    Section 7.2 of this Plan, shall be subject to further
    restrictions on transfer.



 



    11.3 The Grantee acknowledges that the Plan is intended to
    conform to the extent necessary with all provisions of the
    Securities Act, the Exchange Act, and any and all regulations
    and rules promulgated thereunder, or by the Securities and
    Exchange Commission, and state securities laws and regulations.
    Notwithstanding anything herein to the contrary, the Plan shall
    be administered and Awards may be granted and exercised only in
    such manner to conform to such laws, rules and regulations. To
    the extent permitted by applicable law, the Plan and any
    Agreement shall be deemed amended to the extent necessary to
    conform to such laws, rules and regulations.



 




    ARTICLE 12

    



 




    EXERCISE;
    PAYMENT OF WITHHOLDING TAXES
    



 



    An Award that is exercisable by the Grantee may, subject to the
    provisions of the Agreement under which it was granted, be
    exercised in whole or in part by the delivery to the Corporation
    of written notice of the exercise, in such form as the Committee
    may prescribe. The exercise, however, will not be effective
    until the Corporation has received the election notice and will
    be subject to receipt by the Corporation of payment of any
    applicable Option Price or other amount due in connection with
    such exercise, calculation by the Corporation of the applicable
    withholding taxes, and receipt by the Corporation of payment for
    any applicable withholding taxes.



 




    ARTICLE 13

    



 




    DEFERRAL OF
    AWARDS OR COMPENSATION
    



 



    13.1 If a Grantee so elects in accordance with the terms of
    an Agreement, the Grantee may defer (i) any or all of an
    amount otherwise payable in connection with an Award or
    (ii) any payment of a cash bonus or other compensation in
    exchange for an Award under this Plan, provided that:



 



    (i) the Grantee makes such election by delivering to the
    Corporation written notice of such election, at such time and in
    such form as the Committee may from time to time prescribe in
    accordance with the deferral requirements set forth in
    Section 409A of the Internal Revenue Code;





    

13








 







    (ii) such election will be irrevocable;



 



    (iii) such deferred payment will be made in accordance with
    the provisions of such deferred compensation plan; and



 



    (iv) the terms of the deferred compensation plan and the
    election to defer under this Plan comply with Section 409A
    of the Internal Revenue Code.



 



    13.2 The Committee may also provide that deferral issuances
    and settlements include the payment or crediting of Dividend
    Equivalents or interest on the deferral amounts. Nothing in this
    Plan shall be deemed to limit an Eligible Person’s ability
    to defer compensation under any other deferred compensation
    plan, arrangement or Agreement maintained by the Corporation.



 




    ARTICLE 14

    



 




    CAPITAL
    ADJUSTMENTS
    



 



    The number and class of Shares subject to each outstanding Share
    Award, the Option Price, the base price for any Appreciation
    Right or other Award using such a price, the aggregate number
    and class of Shares for which grants of Share Awards thereafter
    may be made or in which Awards may be paid, and the limits
    provided for in Article 5 of this Plan, will be subject to
    such adjustment, if any, as the Committee in its sole discretion
    deems appropriate to reflect any corporate transaction or event,
    including, without limitation, dividends, Share splits,
    spin-offs,
    split-ups,
    recapitalizations, mergers, consolidations or reorganizations of
    or by the Corporation.



 




    ARTICLE 15

    



 




    CONSEQUENCES
    OF A CHANGE IN CONTROL

    





    OR POTENTIAL
    CHANGE IN CONTROL
    



 



    15.1 In the event of a Change in Control or Potential
    Change in Control, in addition to such other actions
    contemplated herein, the Committee may take any one or more of
    the following actions with respect to any or all outstanding
    Awards, without the consent of any Eligible Person: (i) the
    Committee may determine that outstanding Options and
    Appreciation Rights shall be fully exercisable, and restrictions
    on outstanding Restricted Shares, Deferred Shares, Performance
    Shares and Performance Units shall lapse, as of the date of the
    Change in Control or at such other time as the Committee
    determines, (ii) the Committee may require that Eligible
    Persons surrender their outstanding Options and Appreciation
    Rights in exchange for one or more payments by the Corporation,
    in cash or Common Stock as determined by the Committee, in an
    amount equal to the amount by which the then Fair Market Value
    of the shares of Common Stock subject to the Eligible
    Persons’ unexercised Options and Appreciation Rights
    exceeds the exercise price, if any, and on such terms as the
    Committee determines, (iii) after giving Eligible Persons
    an opportunity to exercise their outstanding Options and
    Appreciation Rights, the Committee may terminate any or all
    unexercised Options and Appreciation Rights at such time as the
    Committee deems appropriate, (iv) with respect to Grantees
    holding Share Awards, Directors’ Shares, Performance Units
    or Dividend Equivalents, the Committee may determine that such
    Grantees shall receive one or more payments in settlement of
    such Share Awards, Directors’ Shares and Performance Units,
    in such amount and form and on such terms as may be determined
    by the Committee, or (v) the Committee may determine that
    Awards that remain outstanding after the Change in Control shall
    be converted to similar grants of, or assumed by, the surviving
    corporation (or a parent or subsidiary of the surviving
    corporation or successor). Such acceleration, surrender,
    termination, settlement or conversion shall take place as of the
    date of the Change in Control or such other date as the
    Committee may specify.



 



    15.2 The Committee may provide in an Agreement that a sale
    or other transaction involving a Subsidiary or other business
    unit of the Corporation shall be considered a Change in Control
    for purposes of an Award, or the Committee may establish other
    provisions that shall be applicable in the event of a specified
    transaction.





    

14








 








    ARTICLE 16

    



 




    TERMINATION
    OR AMENDMENT
    



 



    16.1 The Board or the Committee may amend, alter or
    terminate this Plan in any respect, at any time; provided,
    however, that no amendment, alteration or termination of this
    Plan will be made by the Board or the Committee without approval
    of (i) the Corporation’s shareholders to the extent
    shareholder approval of the amendment is required by applicable
    law or regulations or the requirements of the principal exchange
    or interdealer quotation system on which the Common Stock is
    listed or quoted, and (ii) each affected Optionee or
    Grantee if such amendment, alteration or termination would
    adversely affect his or her rights or obligations under any
    Award made prior to the date of such amendment, alteration or
    termination except as otherwise permitted under Articles 15
    and 19 of this Plan.



 



    16.2 The effective date of any amendment to the Plan will
    be the date specified by the Board or Committee, as applicable.
    Any amendments to the Plan requiring shareholder approval
    pursuant to this Article 16 are subject to approval by vote
    of the shareholders of the Corporation within twelve months
    after their adoption by the Board or the Committee. Subject to
    that approval, any such amendments are effective as of the date
    on which they are adopted by the Board. Awards may be granted or
    awarded prior to shareholder approval of amendments, but each
    Award requiring such amendments will be subject to the approval
    of the amendments by the shareholders. The date on which any
    Award made prior to shareholder approval of the amendment will
    be the Grant Date for all purposes of the Plan as if the Award
    had not been subject to approval. No Award granted subject to
    shareholder approval of an amendment may be exercised prior to
    such shareholder approval, and any dividends payable thereon are
    subject to forfeiture if such shareholder approval is not
    obtained. Presentation of this Plan or any amendment hereof for
    shareholder approval shall not be construed to limit the
    Corporation’s authority to offer similar or dissimilar
    benefits under other plans without shareholder approval.



 



    16.3 Neither the Board nor the Committee shall, without
    further approval of the shareholders of the Corporation,
    authorize the amendment of any outstanding Option to reduce the
    Option Price. Furthermore, no Option shall be canceled and
    replaced with awards having a lower Option Price without further
    approval of the shareholders of the Corporation. This
    Section 16.3 is intended to prohibit the repricing of
    “underwarter” Options and shall not be construed to
    prohibit the adjustments provided for in Section 14 of this
    Plan.



 



    16.4 Neither the Board nor the Committee shall, without
    further approval of the shareholders of the Corporation,
    authorize any Option grant to provide for automatic
    “reload” rights, the automatic grant of Options to the
    Optionee upon the exercise of Options using Shares or other
    equity.



 




    ARTICLE 17

    



 




    TERM OF THE
    PLAN
    



 



    Unless sooner terminated by the Board or the Committee pursuant
    to Article 16 of this Plan, the Plan will terminate ten
    years after the date on which the Plan was first approved by the
    shareholders of the Corporation. The termination will not affect
    the validity of any Awards outstanding on the date of
    termination. Awards may be granted or awarded prior to
    shareholder approval of this Plan, but any Award requiring such
    shareholder approval will be subject to approval of the Plan by
    the shareholders. No Award granted subject to such shareholder
    approval, and any dividends payable thereon, are subject to
    forfeiture if such shareholder approval is not obtained.



 




    ARTICLE 18

    



 




    INDEMNIFICATION
    OF COMMITTEE
    



 



    In addition to such other rights of indemnification as they may
    have as directors or as members of the Committee, the members of
    the Committee will be indemnified by the Corporation against the
    reasonable expenses, including attorneys’ fees, actually
    and reasonably incurred in connection with the defense of any






    

15








 







    action, suit or proceeding, or in connection with any appeal
    therein, to which they or any of them may be a party by reason
    of any action taken or failure to act under or in connection
    with the Plan or any Awards granted hereunder, and against all
    amounts reasonably paid by them in settlement thereof or paid by
    them in satisfaction of a judgment in any such action, suit or
    proceeding, if such members acted in good faith and in a manner
    which they believed to be in, and not opposed to, the best
    interests of the Corporation.



 




    ARTICLE 19

    



 




    COMPLIANCE
    WITH SECTION 409A OF THE INTERNAL REVENUE CODE
    



 



    To the extent the Committee determines that any Award granted
    under the Plan is subject to Section 409A of the Internal
    Revenue Code, the Agreement evidencing such Award will
    incorporate the terms and conditions required by
    Section 409A of the Internal Revenue Code. To the extent
    applicable, the Plan and Agreement will be interpreted in
    accordance with Section 409A of the Internal Revenue Code
    and Department of Treasury regulations and other interpretive
    guidance issued thereunder, including without limitation any
    such regulations or other guidance that may be issued after the
    Effective Date. Notwithstanding any provision of the Plan, in
    the event that following the Effective Date the Committee
    determines that any Award may be subject to Section 409A of
    the Internal Revenue Code, the Committee may adopt such
    amendments to the Plan
    and/or the
    applicable Agreement or adopt policies and procedures or take
    any other action or actions, including an action or amendment
    with retroactive effect, that the Committee determines is
    necessary or appropriate to (i) exempt the Award from the
    application of Section 409A of the Internal Revenue Code or
    (ii) comply with the requirements of Section 409A of
    the Internal Revenue Code.



 




    ARTICLE 20

    



 




    GENERAL
    PROVISIONS
    



 



    20.1 The establishment of the Plan will not confer upon any
    Eligible Person any legal or equitable right against the
    Corporation, any Subsidiary or the Committee, except as
    expressly provided in the Plan.



 



    20.2 All grants and awards under the Plan are subject to
    the condition subsequent that an appropriate Agreement be signed
    by the parties.



 



    20.3 Neither the Plan nor any Agreement constitutes
    inducement or consideration for the employment or retention of
    any Eligible Person, nor are they a contract of employment or
    retention for a specific term between the Corporation or any
    Subsidiary and any Eligible Person. Participation in the Plan
    will not give an Eligible Person any right to be retained in the
    service of the Corporation or any Subsidiary as an employee, a
    director or otherwise.



 



    20.4 The Corporation and its Subsidiaries may assume
    options, warrants, or rights to purchase shares issued or
    granted by other corporations or entities whose shares or assets
    are acquired by the Corporation or its Subsidiaries, or which
    are merged into or consolidated with the Corporation or its
    Subsidiaries. Neither the adoption of this Plan, nor its
    submission to the shareholders, will be taken to impose any
    limitations on the powers of the Corporation or its affiliates
    to issue, grant, or assume options, warrants, or rights,
    otherwise than under this Plan, or to adopt other share option
    or restricted share plans or other incentives, or to impose any
    requirement of shareholder approval upon the same.



 



    20.5 Except as the Committee may otherwise provide, or as
    may otherwise be required by a deferral election pursuant to
    Article 13 of this Plan, the interests of any Eligible
    Person under the Plan are not subject to the claims of creditors
    and may not, in any way, be assigned, alienated or encumbered.



 



    20.6 The Board or the Committee may, in its sole
    discretion, delegate authority hereunder not already delegated
    by the terms hereof, including but not limited to delegating
    authority to select Eligible Persons, to grant Awards, to
    establish terms and conditions of Awards, or to amend, manage,
    administer, interpret, construe or vary the Plan or any Awards
    or Agreements, to the extent permitted by applicable law or
    administrative or regulatory rule.





    

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    20.7 The Committee may, without amending the Plan,
    determine the terms and conditions applicable to grants of
    Awards to Grantees who are foreign nationals or employed outside
    the United States in a manner otherwise inconsistent with the
    Plan if the Board deems such terms and conditions necessary in
    order to recognize differences in local law or regulations, tax
    policies or customs.



 



    20.8 The Plan will be governed, construed and administered
    in accordance with the laws of the State of Ohio, without
    reference to its conflict of laws provisions, and it is the
    intention of the Corporation that Incentive Stock Options
    granted under the Plan qualify as such under Section 422 of
    the Internal Revenue Code and that Qualified Performance-Based
    Compensation granted under the Plan qualify as “qualified
    performance-based compensation” as described in
    Section 162(m) of the Internal Revenue Code.



 




 


 




    

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