exv10w1











    Exhibit
10.1



 



    The text of the Littelfuse, Inc. Long-Term Incentive Plan, as it
    is proposed to be approved and adopted, is as set forth below:



 




    LITTELFUSE,
    INC.

    LONG-TERM INCENTIVE PLAN

    

    SECTION 1.

    

    ESTABLISHMENT, OBJECTIVES AND DURATION
    



 



    1.1  ESTABLISHMENT.  Subject to the
    approval of the stockholders of Littelfuse, Inc. (the
    “Corporation”), the Corporation has established the
    Littelfuse, Inc. Long-Term Incentive Plan (the
    “Plan”), as set forth herein, effective as of
    February 3, 2010. The Plan supercedes and replaces (subject
    to the last sentence of Section 1.4) the Equity Incentive
    Compensation Plan, Littelfuse, Inc. Equity Incentive
    Compensation Plan, adopted effective March 1, 2006, and the
    Littelfuse, Inc. Outside Directors’ Equity Plan, adopted
    effective March 1, 2006 (the “Prior Plans”),
    except that the Prior Plans shall remain in effect with respect
    to awards granted under such Prior Plans until such awards have
    been exercised, forfeited, canceled, expired or otherwise
    terminated in accordance with the terms of such awards.



 



    1.2  PURPOSE.  The purpose of the
    Plan is to enhance stockholder value by linking long-term
    incentive compensation to the financial performance of the
    Corporation and to further align employees’ financial
    rewards with the financial rewards realized by the Corporation
    and its stockholders. The Plan is also a vehicle to attract and
    retain key personnel. To accomplish the foregoing, the Plan
    provides that the Corporation may grant Incentive Stock Options,
    Nonqualified Stock Options, Stock Appreciation Rights,
    Restricted Stock, Restricted Stock Units, Performance Shares
    and/or
    Performance Units.



 



    1.3  DURATION.  The Plan shall remain
    in effect, subject to the right of the Corporation’s Board
    of Directors to amend or terminate the Plan at any time pursuant
    to Section 15, until all Shares subject to the Plan shall
    have been purchased or granted according to the Plan’s
    provisions.



 



    1.4  APPROVAL BY STOCKHOLDERS.  The
    Plan has been adopted by the Board of Directors subject to
    approval by the stockholders of the Corporation at the first
    annual meeting of stockholders held following the adoption by
    the Board, or any special meeting of the stockholders duly
    called. Awards may be granted prior to stockholder approval, but
    no Award may be exercised or settled until the Plan is approved
    by the stockholders, and if the Plan is not so approved by
    January 31, 2011, the Plan, and all Awards granted under
    the Plan, shall be null and void; provided, however, that
    to the extent any Award could have been granted under one of the
    Prior Plans, it shall not be void, but shall be treated as
    having been granted under such Plan.



 




    SECTION 2.

    



 




    DEFINITIONS
    



 



    Whenever used in the Plan, the following capitalized terms shall
    have the meanings set forth below:



 



    2.1  “AWARD” means, individually or
    collectively, a grant under the Plan of Nonqualified Stock
    Options, Incentive Stock Options, Stock Appreciation Rights,
    Restricted Stock, Restricted Stock Units, Performance Shares, or
    Performance Units.



 



    2.2  “AWARD AGREEMENT” means a
    written (or electronic) document setting forth the terms and
    provisions applicable to an Award granted to the Participant
    under the Plan which need not be executed unless required by the
    Committee, and is a condition to the grant of an Award hereunder.



 



    2.3  “BOARD” means the Board of
    Directors of the Corporation.





    

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    2.4  “CHANGE IN CONTROL” means,
    unless the Committee otherwise determines, the first of the
    following events to occur:



 



    (a) The acquisition by any one person or more than one
    person acting as a group (within the meaning of Treasury
    Regulation Section 1.409A-3(i)(5)(v)(B)),
    other than the Corporation, any Subsidiary, or any employee
    benefit plan (or related trust) sponsored or maintained by the
    Corporation or any Subsidiary, (a “Person”) of any of
    stock of the Corporation that, together with stock held by such
    Person, constitutes more than 50% of the total fair market value
    or total voting power of the stock of the Corporation. For
    purposes of this Paragraph (a), the following acquisitions shall
    not constitute a Change in Control: (i) the acquisition of
    additional stock by a Person who is considered to own more than
    50% of the total fair market value or total voting power of the
    stock of the Corporation, (ii) any acquisition in which the
    Corporation does not remain outstanding thereafter and
    (iii) any acquisition pursuant to a transaction which
    complies with Paragraph (c) below. An increase in the
    percentage of stock owned by any one Person as a result of a
    transaction in which the Corporation acquires its stock in
    exchange for property will be treated as an acquisition of stock
    for purposes of this Paragraph;



 



    (b) The replacement of individuals who constitute a
    majority of the Board, during any twelve (12) month period,
    by directors whose appointment or election is not endorsed by a
    majority of the Board before the date of the appointment or
    election, provided that, if the Corporation is not the relevant
    corporation for which no other corporation is a majority
    shareholder for purposes of Treasury
    Regulation Section 1.409A-3(i)(5)(iv)(A)(2),
    this Paragraph (b) shall be applied instead with respect to
    the members of the board of the directors of such relevant
    corporation for which no other corporation is a majority
    shareholder;



 



    (c) The acquisition by any one person or more than one
    person acting as a group (within the meaning of Treasury
    Regulation Section 1.409A-3(i)(5)(vi)(D)),
    other than the Corporation, a Subsidiary or any employee benefit
    plan (or related trust) sponsored or maintained by the
    Corporation or any Subsidiary , during the
    12-month
    period ending on the date of the most recent acquisition by such
    by such person or persons, of ownership of stock of the
    Corporation possessing 30% or more of the total voting power of
    the stock of the Corporation. For purposes of this Paragraph
    (c), the following acquisitions shall not constitute a Change in
    Control: (i) the acquisition of additional control by a
    person or more than one person acting as a group who are
    considered to effectively control the Corporation within the
    meaning of Treasury
    Regulation Section 1.409A-3(i)(5)(vi)
    and (ii) any acquisition pursuant to a transaction which
    complies with Paragraph (a); or



 



    (d) The acquisition by any individual person or more than
    one person acting as a group (within the meaning of Treasury
    Regulation Section 1.409A-3(i)(5)(vii)(C)),
    other than a transfer to a related person within the meaning of
    Treasury
    Regulation Section 1.409A-3(i)(5)(vii)(B),
    during the
    12-month
    period ending on the date of the most recent acquisition by such
    by such person or persons, of assets from the Corporation that
    have a total gross fair market value equal to or more than 40%
    of the total gross fair market value of all of the assets of the
    Corporation immediately prior to such acquisition(s). For
    purposes of this Paragraph (d), “gross fair market
    value” means the value of the assets of the Corporation, or
    the value of the assets being disposed of, determined without
    regard to any liabilities associated with such assets.



 



    The above definition of “Change in Control” shall be
    interpreted by the Board, in good faith, to apply in a similar
    manner to transactions involving partnerships and partnership
    interests, and to comply with Code Section 409A.



 



    2.5  “CODE” means the Internal
    Revenue Code of 1986, and all regulations and formal guidance
    issued thereunder, as amended from time to time, or any
    successor legislation thereto.



 



    2.6  “COMMITTEE” means the
    Compensation Committee of the Board, or such other committee as
    shall be appointed by the Board as provided in Section 3 to
    administer the Plan, or in the absence of either, the Board.





    

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    2.7  “CORPORATION” means Littelfuse,
    Inc., a Delaware corporation, and any successor to all or
    substantially all of the assets or voting stock of such entity
    as provided in Section 18.



 



    2.8  “DIRECTOR” means any individual
    who is a member of the Board.



 



    2.9  “DISABILITY” means, unless
    otherwise provided in the Award Agreement or in an employment,
    change of control or similar agreement in effect between the
    Participant and the Corporation or Subsidiary, the Participant
    is unable to engage in any substantial gainful activity by
    reason of any medically determinable physical or mental
    impairment which can be expected to result in death or can be
    expected to last for a continuous period of not less than
    12 months; or, by reason of any medically determinable
    physical or mental impairment which can be expected to result in
    death or can be expected to last for a continuous period of not
    less than 12 months, receiving income replacement benefits
    for a period of not less than 3 months under an accident
    and health plan covering employees of the Corporation or a
    Subsidiary.



 



    2.10  “EFFECTIVE DATE” means
    February 3, 2010.



 



    2.11  “EMPLOYEE” means any Employee
    of the Corporation or any Subsidiary.



 



    2.12  “EXCHANGE ACT” means the
    Securities Exchange Act of 1934, and all rules and formal
    guidance issued thereunder, as amended from time to time, or any
    successor act thereto.



 



    2.13  “FAIR MARKET VALUE” means, with
    respect to the relevant date, if the Shares are duly listed on a
    national securities exchange or on The Nasdaq Stock Market, the
    closing price of a Share on such date, or, if there are no sales
    on such date, on the next preceding day on which there were
    sales, or if the Shares are not so listed, the fair market value
    of the Shares for such date, as determined by the Committee in
    good faith and in compliance with Code Section 409A. Such
    price shall be subject to adjustment as provided in
    Section 4.3.



 



    2.14  “INCENTIVE STOCK OPTION” OR
    “ISO” means the right to purchase Shares
    pursuant terms and conditions that are intended to qualify as,
    and that satisfy the requirements applicable to, an incentive
    stock option within the meaning of Code Section 422, as
    described in Section 6.



 



    2.15  “NAMED EXECUTIVE OFFICER” means
    a Participant who is one of the group of covered employees as
    defined in the regulations promulgated under Code
    Section 162(m), or any successor provision or statute.



 



    2.16  “NONQUALIFIED STOCK OPTION” OR
    “NQSO” means the right to purchase Shares
    pursuant to terms and conditions that are not intended to be, or
    do not qualify as, an Incentive Stock Option as described in
    Section 6.



 



    2.17  “OPTION” means an Incentive
    Stock Option or a Nonqualified Stock Option, as described in
    Section 6.



 



    2.18  “OPTION PRICE” means the per
    Share purchase price of a Share purchased pursuant to an Option.



 



    2.19  “PARTICIPANT” means an
    Employee, prospective Employee, or Director who has outstanding
    an Award granted under the Plan, and includes those former
    Employees and former Directors who have certain post-termination
    rights under the terms of an Award.



 



    2.20  “PERFORMANCE-BASED EXCEPTION”
    means the exception for performance-based compensation from the
    tax deductibility limitations of Code Section 162(m).



 



    2.21  “PERFORMANCE PERIOD” means the
    time period during which performance goals must be achieved with
    respect to an Award, as determined by the Committee.



 



    2.22  “PERFORMANCE SHARE” means an
    Award granted to a Participant that entitles the Participant to
    delivery of Shares upon achievement of performance goals, as
    described in Section 9.



 



    2.23  “PERFORMANCE UNIT” means an
    Award that entitles the Participant to a cash payment upon
    achievement of performance goals, as described in Section 9.





    

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    2.24  “PERIOD OF RESTRICTION” means
    the period during which the transfer of an Award or the Shares
    is limited in some way (based on the passage of time, the
    achievement of performance goals, or upon the occurrence of
    other events as determined by the Committee, at its discretion),
    and the Award or Shares are subject to a substantial risk of
    forfeiture, as provided in Sections 8 and 9.



 



    2.25  “PLAN” means the Littelfuse,
    Inc. Long-Term Incentive Plan, as set forth herein.



 



    2.26  “RESTRICTED STOCK” means an
    Award of Shares subject to a Period of Restriction granted to a
    Participant pursuant to Section 8.



 



    2.27  “RESTRICTED STOCK UNIT” OR
    “RSUs” shall mean a right to receive Shares or
    cash upon the lapse of the Period of Restriction pursuant to
    Section 8.



 



    2.28  “SERVICE” shall mean the
    performance of services for the Corporation (or any Subsidiary)
    within the meaning of Code Section 409A, except to the
    extent otherwise specifically provided in the Award Agreement.



 



    2.29  “SHARE” OR
    “SHARES” means Shares of common stock of the
    Corporation.



 



    2.30  “STOCK APPRECIATION RIGHT” OR
    “SAR” means a right, designated as an SAR, to
    receive the appreciation in the Fair Market Value of Shares
    pursuant to the terms of Section 7.



 



    2.31  “SUBSIDIARY” means any
    affiliate of the Corporation; provided, however, that
    with respect to any ISO “Subsidiary” means any
    Corporation during any period in which it is a “parent
    corporation” (as that term is defined in Code
    Section 424(e)) with respect to the corporation or a
    “subsidiary corporation” (as that term is defined in
    Code Section 424(f)) with respect to the Corporation.



 




    SECTION 3.

    



 




    ADMINISTRATION
    



 



    3.1  PLAN ADMINISTRATION.  The
    Committee shall administer the Plan. The Committee shall consist
    of not fewer than two Directors who are non-Employee Directors
    of the Corporation, within the meaning of
    Rule 16b-3
    of the Exchange Act; “outside directors”, as defined
    in Code Section 162(m)(4)(c)(i); and “independent
    directors” for purposes of the rules of the exchange on
    which the Shares are traded; provided, however, that if
    at any time any member of the Committee is not an outside
    director, as so defined, the Committee may establish a
    subcommittee, consisting of all members who are outside
    directors, to carry out the duties of the Committee for all
    purposes relating to any Award to a Named Executive Officer,
    unless the Committee determines that such an Award is not
    intended to qualify for the Performance-Based Exception. The
    Board may, from time to time, remove members from, or add
    members to, the Committee. Any vacancies on the Committee shall
    be filled by members of the Board.



 



    Acts of a majority of the Committee at which a quorum is
    present, or acts reduced to or approved in writing by unanimous
    consent of the members of the Committee, shall be valid acts of
    the Committee.



 



    3.2  AUTHORITY OF THE
    COMMITTEE.  Except as limited by law or by the
    Certificate of Incorporation or Bylaws of the Corporation, and
    subject to the provisions herein, the Committee shall have full
    power to select Employees, prospective Employees and Directors
    who shall participate in the Plan; determine the sizes and types
    of Awards; determine the terms and conditions of Awards in a
    manner consistent with the Plan; decide whether and to what
    extent Awards shall be structured to conform with Code
    Section 162(m) requirements for the Performance-Based
    Exception; construe and interpret the Plan and any agreement or
    instrument entered into under the Plan; establish, amend, or
    waive rules and regulations consistent with the terms of the
    Plan for the Plan’s administration; and amend the terms and
    conditions of any outstanding Award to the extent such terms and
    conditions are within the sole discretion of the Committee as
    provided in the Plan and subject to Section 15;
    provided that the Committee shall not have the authority
    to amend any Option or SAR to reduce its Option Price or base
    price except in accordance with Sections 4.3 and 4.4.
    Further, the Committee shall make all other determinations which
    may be necessary or advisable for the administration of the
    Plan, including establishing administrative methods for the
    exercise of Options and SARs. The






    

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    Committee’s determinations, interpretations and actions
    under the Plan need not be uniform and may be made selectively
    among Employees, prospective Employees, Directors and their
    beneficiaries.



 



    3.3  DECISIONS BINDING.  All
    determinations and decisions made by the Committee (or its
    delegate) pursuant to the provisions of the Plan and all related
    orders and resolutions of the Board shall be final, conclusive
    and binding on all persons, including the Corporation, its
    stockholders, Employees, Directors, Participants, and their
    estates and beneficiaries.



 



    3.4  DELEGATION BY COMMITTEE.  Unless
    prohibited by applicable law or the applicable rules of a stock
    exchange, the Committee may delegate all or some of its
    responsibilities and powers to any one or more of its members.
    The Committee also may delegate some or all of it administrative
    duties and powers to any Employee, including officers of the
    Corporation. The Committee may delegate to an executive officer
    of the Corporation the authority to grant Awards under the Plan
    to Employees who are not officers of the Corporation or any
    Subsidiaries, provided that the terms and conditions of
    such Awards shall be set forth in an Award Agreement approved by
    the Committee prior to the grant of said Awards, the Committee
    in its delegation shall specify the maximum Shares that may be
    awarded to one Participant pursuant to such delegation in any
    calendar year, and the executive officer shall report any such
    grants to the Committee at its next meeting. In the case of any
    such delegation, references in this Plan to the
    “Committee” shall include any such delegate, as
    applicable. The Committee hereby delegates to each of the
    Corporation’s Corporate Secretary and General Counsel the
    authority to document any and all Awards made by the Committee
    and/or an
    authorized executive officer under the Plan. The Committee may
    revoke any such allocation or delegation at any time.



 



    3.5  INFORMATION TO BE FURNISHED TO
    COMMITTEE.  The records of the Corporation and
    Subsidiaries as to an Employee’s, Director’s or
    Participant’s employment, termination of employment,
    performance of Services, termination of Services, leave of
    absence, reemployment and compensation shall be conclusive on
    all persons unless determined to be manifestly incorrect.
    Participants and other persons entitled to benefits under the
    Plan must, as a condition to the receipt or settlement of any
    Award hereunder, furnish the Committee with such evidence, data
    or information as the Committee reasonably considers desirable
    to carry out the terms of the Plan.



 



    3.6  INDEMNIFICATION.  In addition to
    such other rights of indemnification that they have as members
    of the Board or the Committee, the Corporation shall indemnify
    the members of the Committee (and any delegates of the
    Committee, as permitted under Section 3.4, to the extent
    permitted by applicable law, against reasonable expenses
    (including, without limitation, attorney’s fees) actually
    and necessarily incurred in connection with the defense of any
    action, suit or proceeding, or in connection with any appeal, 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 Award awarded hereunder, and against all amounts paid by
    them in settlement thereof (provided such settlement is
    approved to the extent required by and in the manner provided by
    the Articles of Incorporation or the Bylaws of the Corporation
    relating to indemnification of the members of the Board) or paid
    by them in satisfaction of a judgment in any such action, suit
    or proceeding, except in relation to such matters as to which it
    is adjudged in such action, suit or proceeding that such
    Committee member or members (or their delegates) did not act in
    good faith and in a manner reasonably believed to be in or not
    opposed to the best interests of the Corporation.



 




    SECTION 4.

    



 




    SHARES SUBJECT
    TO THE PLAN AND MAXIMUM AWARDS
    



 



    4.1  SHARES AVAILABLE FOR AWARDS.



 



    (a) The Shares available for Awards may be either
    authorized and unissued Shares or Shares held in or acquired for
    the treasury of the Corporation. The aggregate number of Shares
    that may be issued or used for reference purposes under the Plan
    or with respect to which Awards may be granted shall not exceed
    1,200,000 Shares, all of which may be issued pursuant to
    Incentive Stock Options and are subject to adjustment as
    provided in Section 4.3. The number of Shares reserved for
    issuance under this Plan, as set forth






    

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    above, shall be increased by reserved but unissued shares under
    the Prior Plans, and no additional awards shall be granted under
    the Prior Plans. In no event shall fractional Shares be issued
    under the Plan.



 



    (b) Upon:



 



    (i) a payout of a SAR, RSU, or Performance Unit Award under
    this Plan or comparable awards under either of the Prior Plans
    in the form of cash; or



 



    (ii) a cancellation, termination, expiration without
    exercise, forfeiture, or lapse for any reason, of any Award
    under this Plan or any award granted under either of the Prior
    Plans; the number of Shares underlying any such Award (or Prior
    Plan award) that were not issued as a result of any of the
    foregoing actions shall again be available for the purposes of
    Awards under the Plan. In addition, in the case of any Award
    granted in substitution for an award of a company or business
    acquired by the Corporation or a Subsidiary, Shares issued or
    issuable in connection with such substitute Award shall not be
    counted against the number of Shares reserved under the Plan,
    but shall be available under the Plan by virtue of the
    Corporation’s assumption of the plan or arrangement of the
    acquired company or business.



 



    All Restricted Shares which vest, and all Shares issued in
    settlement of an Option, SAR, Restricted Stock Unit, or
    Performance Share Award, or withheld for payment of the Option
    Price or any tax imposed upon the exercise or settlement of the
    Award, shall reduce the total number of Shares available under
    the Plan and shall not again be available for the grant of any
    Award hereunder.



 



    Notwithstanding the foregoing, when a stock-settled SAR is
    exercised under the Plan or either of the Prior Plans, the total
    number of Shares subject to the SAR shall not be available for
    subsequent issuance under the Plan, regardless of the number of
    Shares used the settle the SAR.



 



    4.2  INDIVIDUAL PARTICIPANT
    LIMITATIONS.  Unless and until the Committee
    determines that an Award to a Named Executive Officer shall not
    be designed to comply with the Performance-Based Exception, the
    following rules shall apply to grants of such Awards under the
    Plan:



 



    (a) Subject to adjustment as provided in Section 4.3,
    the maximum aggregate number of Shares (including Options,
    Restricted Stock, Restricted Stock Units and Performance Shares)
    that may be granted to a Named Executive Officer in any year
    shall be 200,000 Shares.



 



    (b) The maximum aggregate cash payout with respect to any
    Award to any Named Executive Officer in any year shall be
    $3,000,000.



 



    4.3  ADJUSTMENTS.  (a) Recapitalization.  Notwithstanding
    any other provision of the Plan, if the Corporation is involved
    in a corporate transaction or any other event which affects the
    Shares (including, without limitation, any recapitalization,
    reclassification, reverse or forward stock split, stock
    dividend, extraordinary cash dividend,
    split-up,
    spin-off, combination or exchange of shares), then the Committee
    shall make or provide for such adjustments to Awards to prevent
    the dilution or enlargement of rights of the Awards as follows:



 



    (i) The Committee shall take action to adjust the number
    and kind of Shares that are issuable under the Plan and the
    maximum limits for each type of Award;



 



    (ii) The Committee shall take action to adjust the number
    and kind of Shares subject to outstanding Awards;



 



    (iii) The Committee shall take action to adjust the
    Exercise Price or base price of outstanding Options and Stock
    Appreciation Rights; and



 



    (iv) The Committee shall make any other equitable
    adjustments.



 



    Only whole Shares shall be issued in making the above
    adjustments. Further, the number of Shares available under the
    Plan or the number of Shares subject to any outstanding Awards
    shall be the next lower number of Shares, so that fractions are
    rounded downward. Any adjustment to or assumption of ISOs under
    this Section shall be made in accordance with Code
    Section 424. If the Corporation issues any rights to
    subscribe for additional Shares pro rata to holders of
    outstanding Shares of the class or classes of stock then






    

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    set aside for the Plan, then each Participant shall be entitled
    to the same rights on the same basis as holders of outstanding
    Shares with respect to such portion of the Participant’s
    Award as is exercised on or prior to the record date for
    determining stockholders entitled to receive or exercise such
    rights.



 



    (b) Reorganization.  If the Corporation is
    part of any reorganization involving merger, consolidation,
    acquisition of the Stock or acquisition of the assets of the
    Corporation, the Committee, in its discretion, may decide that:



 



    (i) any or all outstanding Awards shall pertain to and
    apply, with appropriate adjustment as determined by the
    Committee, to the securities of the resulting corporation to
    which a holder of the number of Shares subject to each such
    Award would have been entitled;



 



    (ii) any or all outstanding Options or SARs shall become
    immediately fully exercisable (to the extent permitted under
    federal or state securities laws) and shall remain exercisable
    for the remaining term of the Options or SARs under the terms of
    the Plan;



 



    (iii) any or all Options or SARs shall become immediately
    fully exercisable (to the extent permitted under federal or
    state securities laws) and shall be terminated after giving at
    least 30 days’ notice to the Participants to whom such
    Options or SARs have been granted; and/or



 



    (iv) any or all unvested Restricted Stock Units and
    Restricted Stock on which restrictions have not yet lapsed shall
    become immediately fully vested, nonforfeitable and payable.



 



    (c) Limits on Adjustments.  Any issuance
    by the Corporation of stock of any class other than the Stock,
    or securities convertible into shares of stock of any class,
    shall not affect, and no adjustment by reason thereof shall be
    made with respect to, the number or price of Shares subject to
    any Award, except as specifically provided otherwise in this
    Plan. The grant of Awards under the Plan shall not affect in any
    way the right or authority of the Corporation to make
    adjustments, reclassifications, reorganizations or changes of
    its capital or business structure or to merge, consolidate or
    dissolve, or to liquidate, sell or transfer all or any part of
    its business or assets. All adjustments the Committee makes
    under this Plan shall be conclusive.



 



    4.4  PROHIBITION ON
    REPRICING.  Anything else contained herein to the
    contrary notwithstanding, except as provided in
    Section 4.3, the Committee shall not amend any Option or
    SAR to reduce its Option Price or base price, and shall not
    issue to any Participant a new Award in exchange for the
    surrender and cancellation of any other Award, if such new Award
    has an Option Price or base price (as applicable) lower than
    that of the Award for which it is exchanged, or take any other
    action that would have the effect of reducing the Option Price
    or base price of an Option or SAR.



 




    SECTION 5.

    



 




    ELIGIBILITY
    AND PARTICIPATION
    



 



    5.1  ELIGIBILITY.  Persons eligible
    to participate in the Plan include current and future
    U.S. and
    non-U.S. Employees
    (including officers), persons who have been offered employment
    by the Corporation or a Subsidiary (provided that such
    prospective Employee may not receive any payment or exercise any
    right relating to an Award until such person begins employment
    with the Corporation or Subsidiary), and Directors, as
    designated by the Committee; provided, however, that ISOs
    may only be granted to U.S. Employees.



 



    5.2  PARTICIPATION.  Subject to the
    provisions of the Plan, the Committee, shall determine and
    designate, from time to time, the Employees, prospective
    Employees and Directors to whom Awards shall be granted, the
    terms of such Awards, and the number of Shares subject to such
    Award.





    

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    SECTION 6.

    



 




    STOCK OPTIONS
    



 



    6.1  GRANT OF OPTIONS AND AWARD AGREEMENT.



 



    (a) Option Grant.  Subject to the terms
    and provisions of the Plan, Options may be granted to one or
    more Participants in such number, upon such terms and
    provisions, and at any time and from time to time, as determined
    by the Committee, in its sole discretion. The Committee may
    grant either Nonqualified Stock Options or Incentive Stock
    Options, and shall have complete discretion in determining the
    number of Options of each granted to each Participant, subject
    to the limitations of Section 4.



 



    (b) Award Agreement.  Each Award shall be
    evidenced by an Award Agreement, effective as of the grant date,
    which shall specify the Option Price, the term of the Option,
    the number of Shares subject to the Option, and such other
    provisions as the Committee shall determine, and which are not
    inconsistent with the terms and provisions of the Plan. The
    Award Agreement shall also specify whether the Option is to be
    treated as an ISO within the meaning of Code Section 422.
    If such Option is not designated as an ISO, such Option shall be
    deemed an NSO. No ISO may be granted to any person more than
    10 years after the Effective Date of the Plan.



 



    6.2  OPTION PRICE.  The Committee
    shall designate the Option Price for each Share subject to an
    Option under the Plan, provided that such Option Price
    shall not be less than 100% of the Fair Market Value of Shares
    subject to an Option on the date the Option is granted, and
    which Option Price may not be subsequently decreased by the
    Committee except pursuant to Section 4.3 and in compliance
    with Code Section 409A. With respect to a Participant who
    owns, directly or indirectly, more than 10% of the total
    combined voting power of all classes of the stock of the
    Corporation or any Subsidiary, the Option Price of Shares
    subject to an ISO shall be at least 110% of the Fair Market
    Value of such Shares on the ISO’s grant date.



 



    6.3  TERM OF OPTIONS.  Each Option
    granted to a Participant shall expire at such time as the
    Committee shall determine at the time of grant, but in no event
    shall be exercisable later than the 10th anniversary of the
    grant date. Notwithstanding the foregoing, with respect to ISOs,
    in the case of a Participant who owns, directly or indirectly,
    more than 10% of the total combined voting power of all classes
    of the stock of the Corporation or any Subsidiary, no such ISO
    shall be exercisable later than the fifth anniversary of the
    grant date.



 



    6.4  EXERCISE OF OPTIONS.  Options
    granted under this Section 6 shall be exercisable at such
    times and be subject to such restrictions and conditions as the
    Committee shall in each instance approve, which need not be the
    same for each Award or for each Participant, and shall be set
    forth in the applicable Award Agreement, subject to
    Section 11. Notwithstanding the preceding sentence, the
    Fair Market Value of Shares to which ISOs are exercisable for
    the first time by any Participant during any calendar year may
    not exceed $100,000. Any ISOs that become exercisable in excess
    of such amount shall be deemed NSOs to the extent of such
    excess. The Committee, in its sole discretion and at any time,
    may establish procedures setting a minimum number of Shares that
    must be exercised at any one time.



 



    6.5  EXERCISE AND PAYMENT.  Options
    granted under this Section 6 shall be exercised by the
    delivery of a written (or electronic) notice of exercise to the
    Corporation, setting forth the number of Shares with respect to
    which the Option is to be exercised, accompanied by full payment
    for the Shares and all applicable tax withholding. The Option
    Price and applicable tax withholding upon exercise of any Option
    shall be payable to the Corporation in full either:



 



    (a) in cash or its equivalent,



 



    (b) by tendering previously acquired Shares (held for any
    minimum period needed to avoid adverse impacts to the
    Corporation’s earnings for financial reporting purpose),
    valued at their Fair Market Value at the time of exercise, with
    such documentation as the Committee may require, or



 



    (c) a combination of (a) and (b).





    

    A-8








 







    In addition, payment of the Option Price and applicable tax
    withholding may be payable by one or more of the following
    methods either upon written consent from the Committee or if one
    or more of the following methods will not result in a charge to
    the Corporation’s earnings for financial reporting purposes:



 



    (a) by withholding Shares that otherwise would be acquired
    on exercise (valued at their Fair Market Value at the time of
    exercise),



 



    (b) by tendering other Awards payable under the
    Plan, or



 



    (c) by cashless exercise through delivery of irrevocable
    instructions to a broker to promptly deliver to the Corporation
    the amount of proceeds from a sale of all or a portion of the
    Shares being exercised.



 



    As soon as practicable after receipt of a written (or
    electronic) notification of exercise and full payment, the
    Corporation shall deliver, electronically or in paper form, the
    Shares to the Participant. No Participant shall have any rights
    of a shareholder with respect to Shares subject to an Option,
    including any right to receive dividends, to vote, or to
    participate in the equity of the Company, until such Option has
    been exercised and payment made in full as provided herein.



 




    SECTION 7.

    



 




    STOCK
    APPRECIATION RIGHTS
    



 



    7.1  GRANT OF SARS AND AWARD AGREEMENT.



 



    (a) SAR Grant.  Subject to the terms and
    conditions of the Plan, SARs may be granted to Participants and
    at any time and from time to time, as determined by the
    Committee, in its sole discretion. The Committee shall have
    complete discretion in determining the number of SARs granted to
    each Participant (subject to Section 4) and,
    consistent with the provisions of the Plan, in determining the
    terms and conditions pertaining to such SARs. The Committee
    shall designate, at the time of grant, the base price of the
    SAR, which base price shall be at least equal to the Fair Market
    Value of a Share on the grant date of the SAR. Base prices of
    SARs shall not subsequently be decreased by the Committee,
    except pursuant to Section 4.3. The Committee, in its sole
    discretion, may provide a maximum dollar limit on the total
    aggregate payment due under a SAR.



 



    (b) Award Agreement.  Each Award shall be
    evidenced by an Award Agreement that shall specify the base
    price, the term of the SAR, and such other provisions as the
    Committee shall determine, and which are not inconsistent with
    the terms and provisions of the Plan.



 



    7.2  TERM OF SARS.  The term of a SAR
    granted under the Plan shall be determined by the Committee, in
    its sole discretion; provided, however, that unless
    otherwise designated by the Committee, such term shall not
    exceed ten years from the grant date.



 



    7.3  EXERCISE OF SARS.  SARs shall be
    exercisable at such times and be subject to such restrictions
    and conditions as the Committee shall in each instance approve,
    which need not be the same for each Award or for each
    Participant, and shall be set forth in the applicable Award
    Agreement, subject to Section 11. The Committee, in its
    sole discretion and at any time, may establish procedures
    setting a minimum number of Shares with respect to which the SAR
    must be exercised at any one time.



 



    7.4  EXERCISE AND PAYMENT.  SARs
    granted under this Section 7 shall be exercised by the
    delivery of a written (or electronic) notice of exercise to the
    Corporation, setting forth the number of Shares with respect to
    which the SAR is to be exercised, accompanied by full payment
    for all applicable tax withholding. The applicable tax
    withholding upon exercise of any SAR shall be payable to the
    Corporation in full in the same manner as set forth in
    Section 6.5 above. As soon as administratively practicable
    following exercise of a SAR, a Participant shall be entitled to
    receive payment from the Corporation in an amount determined by
    multiplying:



 



    (a) The excess of the Fair Market Value of a Share on the
    date of exercise over the base price per Share; by



 



    (b) The number of Shares with respect to which the SAR is
    exercised.





    

    A-9








 







    At the sole discretion of the Committee, exercisable at any
    time, the payment upon SAR exercise may be in cash, in Shares of
    equivalent value, or in some combination thereof.



 




    SECTION 8.

    



 




    RESTRICTED
    STOCK AND RESTRICTED STOCK UNITS
    



 



    8.1  GRANT OF RESTRICTED STOCK OR RSUS AND AWARD
    AGREEMENT.



 



    (a) Grant of Restricted Stock/Restricted Stock
    Units.  Subject to the terms and provisions of the
    Plan, the Committee, at any time and from time to time, may
    grant Shares of Restricted Stock or RSUs to Participants in such
    amounts as the Committee shall determine in its sole discretion.
    The Committee shall have complete discretion in determining the
    number of Shares underlying each Award (subject to
    Section 4) and, consistent with the provisions of the
    Plan, in determining the terms and conditions, including the
    Period of Restriction or vesting, pertaining to such Restricted
    Stock or RSU. The Committee may designate an RSU as payable in
    cash, Stock, or a combination thereof.



 



    (b) Award Agreement.  Each Award shall be
    evidenced by an Award Agreement that shall specify the Period of
    Restriction or vesting, the number of Shares granted, and such
    other provisions as the Committee shall determine pursuant to
    Section 8.3 or otherwise, and which shall not be
    inconsistent with the terms and provisions of the Plan.



 



    8.2  TRANSFERABILITY OF RESTRICTED
    STOCK.  Except as provided in this Section 8,
    the Shares of Restricted Stock granted herein may not be sold,
    transferred, pledged, assigned, or otherwise alienated or
    hypothecated, voluntarily or involuntarily, until the end of the
    applicable Period of Restriction established by the Committee
    (subject to Section 11) and specified in the Award
    Agreement, or upon earlier satisfaction of any other conditions,
    as specified by the Committee in its sole discretion (subject to
    Section 11) and set forth in the Award Agreement.



 



    8.3  SETTLEMENT OF AWARD.  Except as
    otherwise provided in Section 18.7 or in any Award
    Agreement, and subject to any deferral elected pursuant to
    Section 13.2, the Corporation shall retain the certificates
    representing Shares of Restricted Stock in the
    Corporation’s possession, or may deposit or transfer such
    Shares electronically to a custodian designated by the
    Committee, until such time as all conditions
    and/or
    restrictions applicable to such Shares have been satisfied as
    soon as administratively practicable after the last day of the
    applicable Period of Restriction on a Restricted Stock Award or
    following vesting of an RSU Award, Shares covered by such
    Restricted Stock Award or, in the case of RSUs, cash, Shares, or
    a combination thereof, shall be delivered (in the case of
    Shares, electronically or in paper form) to the Participant.



 



    8.4  SHAREHOLDER RIGHTS.  Unless
    otherwise designated by the Committee in the Award Agreement,
    the Participant shall have no shareholder rights with respect to
    the Shares subject to the Restricted Stock or RSU Award,
    including voting and cash dividend rights, until after the last
    day of the Period of Restriction on the Restricted Stock or
    vesting of the RSU and the Participant has received and become a
    holder of record of the Shares; provided, however, that
    in the event that any dividend constitutes a derivative security
    or an equity security pursuant to the rules under
    Section 16 of the Exchange Act, such dividend shall be
    added to the Restricted Stock Award and subject to a Period of
    Restriction equal to the remaining Period of Restriction
    applicable to the Shares of Restricted Stock with respect to
    which the dividend is paid. As a condition to receipt of Shares
    of Restricted Stock, the Participant shall execute any voting
    proxies or other similar documents requested by the Committee.



 




    SECTION 9.

    



 




    PERFORMANCE
    UNITS AND PERFORMANCE SHARES
    



 



    9.1  GRANT OF PERFORMANCE UNITS/SHARES AND
    AWARD AGREEMENT.



 



    (a) Grant of Performance
    Unit/Shares.  Subject to the terms of the Plan,
    Performance Units
    and/or
    Performance Shares may be granted to Participants in such
    amounts and upon such terms, and at any time and






    

    A-10








 







    from time to time, as shall be determined by the Committee in
    its sole discretion, which shall not be inconsistent with the
    terms and provisions of the Plan and shall be set forth in an
    Award Agreement.



 



    (b) Award Agreement.  Each Award shall be
    evidenced by an Award Agreement that shall specify the initial
    value of the Award, the performance goals and the Performance
    Period, as the Committee shall determine, and which are not
    inconsistent with the terms and provisions of the Plan.



 



    9.2  VALUE OF PERFORMANCE
    UNITS/SHARES.  Each Performance Share shall
    represent the Participant’s right to receive a Share
    (subject to Section 9.4), upon satisfaction of performance
    goals established by the Committee. Each Performance Unit shall
    represent the Participant’s right to receive a cash payment
    equal to the value of the Performance Unit (as determined by the
    Committee on the grant date, and subject to Section 9.4),
    upon satisfaction of the performance goals established by the
    Committee. The Committee shall set performance goals in its sole
    discretion which, depending on the extent to which they are met,
    will determine the number
    and/or value
    of Performance Shares
    and/or
    Performance Units that will be paid out to the Participant. For
    purposes of this Section 9, the time period during which
    the performance goals must be met shall be called a Performance
    Period.



 



    9.3  EARNING OF PERFORMANCE
    UNITS/SHARES.  Subject to the terms of the Plan,
    after the applicable Performance Period has ended, the holder of
    Performance Units
    and/or
    Performance Shares shall be entitled to receive payment on his
    or her Performance Units
    and/or
    Performance Shares earned by the Participant over the
    Performance Period, based on the extent to which the
    corresponding performance goals have been achieved, as
    determined by the Committee.



 



    9.4  FORM AND TIMING OF PAYMENT OF PERFORMANCE
    UNITS/SHARES.  Except as provided below, and
    subject to any deferral elected pursuant to Section 13.2,
    payment of earned Performance Units
    and/or
    Performance Shares shall be made in a single lump sum as soon as
    reasonably practicable following the close of the applicable
    Performance Period. Any Shares paid to a Participant may be
    subject to any restrictions deemed appropriate by the Committee.



 



    9.5  SHAREHOLDER RIGHTS.  Unless
    otherwise designated by the Committee in the Award Agreement,
    the Participant shall have no shareholder rights with respect to
    the Shares subject to the Performance Share Award, including
    voting and cash dividend rights, until after the Award has
    vested and the Participant has received and become a holder of
    record of the Shares; provided, however, that in the
    event that any dividend constitutes a derivative security or an
    equity security pursuant to the rules under Section 16 of
    the Exchange Act, such dividend shall be added to the Award and
    subject to the same accrual, forfeiture, and payout restrictions
    as apply to the underlying Award with respect to which the
    dividend is paid.



 




    SECTION 10.

    



 




    PERFORMANCE
    MEASURES
    



 



    Unless and until the Committee proposes for stockholder vote and
    stockholders approve a change in the general performance
    measures set forth in this Section 10, the attainment of
    which may determine the degree of payout
    and/or
    vesting with respect to Awards to Named Executive Officers that
    are designed to qualify for the Performance-Based Exception, the
    performance goals to be used for purposes of such grants shall
    be established by the Committee in writing and stated in terms
    of the attainment of specified levels of or percentage changes
    in any one or more of the following measurements: revenue;
    primary or fully-diluted earnings per Share; earnings before
    interest, taxes, depreciation,
    and/or
    amortization; pretax income; operating income; cash flow from
    operations; total cash flow; return on equity; return on
    capital; return on assets; net operating profits after taxes;
    economic value added; capital expenditures; expense levels;
    stock price; debt levels; market share; total stockholder return
    or return on sales; or any individual performance objective
    which is measured solely in terms of quantitative targets
    related to the Corporation or the Corporation’s business;
    or any combination thereof. In addition, such performance goals
    may be based in whole or in part upon the performance of the
    Corporation, a Subsidiary, division
    and/or other
    operational unit under one or more of such measures.





    

    A-11








 







    The degree of payout
    and/or
    vesting of such Awards designed to qualify for the
    Performance-Based Exception shall be determined based upon the
    written certification of the Committee as to the extent to which
    the performance goals and any other material terms and
    conditions precedent to such payment
    and/or
    vesting have been satisfied. The Committee shall have the sole
    discretion to adjust the determinations of the degree of
    attainment of the preestablished performance goals; provided,
    however, that the performance goals applicable to Awards which
    are designed to qualify for the Performance-Based Exception, and
    which are held by Named Executive Officers, may not be adjusted
    so as to increase the payment under the Award (the Committee
    shall retain the sole discretion to adjust such performance
    goals upward, or to otherwise reduce the amount of the payment
    and/or
    vesting of the Award relative to the preestablished performance
    goals).



 



    In the event that applicable tax
    and/or
    securities laws change to permit Committee sole discretion to
    alter the governing performance measures without obtaining
    stockholder approval of such changes, the Committee shall have
    sole discretion to make such changes without obtaining
    stockholder approval. In addition, in the event that the
    Committee determines that it is advisable to grant Awards which
    shall not qualify for the Performance-Based Exception, the
    Committee may make such grants without satisfying the
    requirements of the Performance-Based Exception or Code
    Section 162(m) and, thus, using performance measures other
    than those specified above.



 




    SECTION 11.

    



 




    VESTING AND
    FORFEITURES
    



 



    11.1  VESTING.  As part of making any
    Award, the Committee may determine the time and conditions under
    which the Award will vest or the Period of Restriction will
    lapse. Vesting or the lapse of the Period of Restriction may, in
    the Committee’s discretion, be based solely upon continued
    employment or Service for a specified period of time, or may be
    based upon the achievement of specific performance goals
    (Corporation-wide, Subsidiary-wide, divisional,
    and/or
    individual) which are established by the Committee in its
    discretion, subject to Section 10. For all purposes of this
    Plan, “vesting” of an Award shall mean:



 



    (a) In the case of an Option or SAR, the time at which the
    Participant has the right to exercise the Award.



 



    (b) In the case of Restricted Stock, the end of the Period
    of Restriction.



 



    (c) In the case of Restricted Stock Units, the end of the
    Period of Restriction.



 



    (d) In the case of Performance Shares or Performance Units,
    the time at which the Participant has satisfied the requirements
    to receive payment on such Performance Shares or Performance
    Units, which shall not be less than one year from the grant
    date, except as otherwise provided in Section 11.2.



 



    Vesting or lapse provisions need not be uniform among Awards
    granted at the same time or to persons similarly-situated.
    Vesting and lapse requirements shall be set forth in the
    applicable Award Agreement.



 



    11.2  VESTING ON TERMINATION OF
    EMPLOYMENT.  Unless otherwise approved by the
    Committee either at the time of grant or at some later date in
    accordance with Code Sections 409A and 422, upon the
    termination of the Participant’s employment or Service with
    the Corporation and its Subsidiaries, all outstanding Awards
    shall be cancelled and no longer exercisable on the date of the
    termination. To the extent that the Committee approves extended
    vesting or exercise provisions, such provisions need not be
    uniform among all Awards issued pursuant to the Plan, and may
    reflect distinctions based on the reasons for such termination.



 



    11.3  ACCELERATION OF VESTING.  The
    Committee may, in its sole discretion, accelerate the vesting or
    lapse of the Period of Restriction, in whole or in part, with
    respect to any Award, but no such acceleration shall be
    effective unless evidenced by a writing signed by a duly
    authorized officer of the Corporation. In addition, the
    Committee may impose additional conditions on Awards, by
    inclusion of appropriate provisions in the document evidencing
    or governing any such Award.





    

    A-12








 







    11.4  EXTENSION OF EXERCISE PERIOD. The
    Committee may, in its sole discretion, subject to the terms of
    the Plan, exercisable either at the time an Award is granted or
    at any time while the Award remains outstanding, to extend the
    period of time for which the Option or SAR is to remain
    exercisable following the Participant’s termination of
    Service from the limited exercise period otherwise in effect for
    that Option or SAR to such greater period of time as the
    Committee shall deem appropriate, but in no event beyond the
    expiration of the Option or SAR term,
    and/or to
    permit the Option or SAR to be exercised, during the applicable
    post-termination exercise period, not only with respect to the
    number of vested Shares for which such Option or SAR is
    exercisable at the time of the Participant’s termination of
    Service but also with respect to one or more additional
    installments in which the Participant would have vested had the
    Participant continued in Service. Such an extension may result
    in recharacterization of an ISO as a NSO.



 




    SECTION 12.

    



 




    TRANSFERABILITY
    OF AWARDS; BENEFICIARY DESIGNATION
    



 



    12.1  LIMITS ON TRANSFERABILITY OF AWARDS.



 



    (a) Except as otherwise provided below, Awards may be
    exercisable only by the Participant during the
    Participant’s lifetime, and Awards shall not be
    transferable other than by will or the laws of descent and
    distribution. Any purported transfer of any Award or any
    interest therein that does not comply with the terms of this
    Plan shall be null and void and confer no rights of any kind
    upon the purported transferee.



 



    (b) The Committee may, in its discretion, permit a
    Participant to transfer any Award other than an ISO to any
    family member of such Participant, subject to such restrictions
    and limitations as the Committee may provide; provided,
    however, that any such Award shall remain subject to all
    vesting, forfeiture, and other restrictions provided herein and
    in the Award Agreement to the same extent as if it had not been
    transferred; and provided further that in no event shall any
    transfer for value be permitted. For purposes of this
    Section 12.1(b), the terms “family member” and
    “transfer for value” have the same meaning as in the
    General Instructions to SEC
    Form S-8,
    or such other form as the SEC may promulgate in replacement
    thereof.



 



    (c) To the maximum extent permitted by law, no Award shall
    be subject, in whole or in part, to attachment, execution or
    levy of any kind; provided, however, that nothing contained
    herein shall affect the right of setoff set forth in
    Section 14.3.



 



    (d) Nothing contained in this Section 12.1 shall
    preclude a Participant from transferring Restricted Shares that
    have vested, or Shares that are issued in settlement of an
    Option, SAR, RSU, or Award of Performance Shares or Performance
    Units, subject to the remaining provisions of this Plan and
    applicable law.



 



    12.2  DESIGNATION OF
    BENEFICIARY.  Each Participant under the Plan may,
    from time to time, name any beneficiary or beneficiaries (who
    may be named contingently or successively) to whom any benefit
    under the Plan is to be paid in case of his or her death before
    he or she receives any or all of such benefit. Each such
    designation shall revoke all prior designations by the same
    Participant, shall be in a form prescribed by the Corporation,
    and will be effective only when filed by the Participant in
    writing (or electronically, if permitted by the Committee) with
    the Secretary of the Corporation (or its designee) during the
    Participant’s lifetime. In the absence of any such
    designation, benefits remaining unpaid at the Participant’s
    death shall be paid to the Participant’s estate.



 




    SECTION 13.

    



 




    DEFERRALS;
    COMPLIANCE WITH SECTION 409A
    



 



    13.1  PROHIBITION ON DEFERRALS OF OPTIONS, SARS,
    AND RESTRICTED STOCK.  No Participant shall have
    the right to defer the amount of Shares or cash payable upon the
    exercise or settlement of any Option or SAR, or the transfer of
    any Restricted Stock upon the vesting thereof.



 



    13.2  DEFERRALS OF RESTRICTED STOCK UNITS,
    PERFORMANCE UNITS AND PERFORMANCE SHARES.  The
    Committee may permit a Participant to defer such
    Participant’s receipt of the payment of cash






    

    A-13








 







    or the delivery of Shares that would otherwise be due to such
    Participant upon the satisfaction of any requirements or goals
    with respect to Restricted Stock Units, Performance Units or
    Performance Shares. If any such deferral election is required or
    permitted, the Committee shall, in its sole discretion,
    establish rules and procedures for such payment deferrals,
    subject to the following:



 



    (a) A deferral election may be made only at one of the
    following two times:



 



    (i) In the case of an Award that cannot vest (other than by
    reason of death, Disability, or a Change in Control) earlier
    than the first anniversary of the date of grant, not later than
    the earlier of thirty days after the date of grant or one year
    prior to the earliest date on which the Award may vest.



 



    (ii) In the case of an Award that is subject to a
    Performance Period of not less than one year, and the vesting of
    which is subject to the attainment of Performance Criteria that
    are established within the first 90 days of the Performance
    Period and that are not substantially certain of being achieved
    at the time of grant, not later than six months prior to the end
    of the Performance Period.



 



    (b) A deferral election shall state the time and manner of
    payment. Payment must either be on a specified date, at the time
    of the Participant’s separation from Service with the
    Corporation and its Subsidiaries as defined in Code
    Section 409A, death, or Disability, or upon the occurrence
    of a Change in Control. Notwithstanding the foregoing:



 



    (i) An amount payable by reason of a separation from
    Service to an Employee who is a “key employee” of the
    Corporation, as defined in Code Section 409A, shall not be
    paid until six months after the separation from service, and any
    portion of such amount that would otherwise be payable during
    such six month period shall be paid instead at the end of such
    period.



 



    (ii) Payment of any amount that the Corporation reasonably
    determines would not be deductible by reason of Code
    Section 162(m) shall be deferred until the earlier of the
    earliest date on which the Corporation reasonably determines
    that the deductibility of the payment will not be so limited, or
    the year following the termination of employment.



 



    (iii) Any payment that the Corporation reasonably
    determines will violate a term of a loan agreement to which the
    Corporation is a party, or other similar contract to which the
    Corporation is a party, and such violation will cause material
    harm to the Corporation shall be deferred until the earliest
    date at which the Corporation reasonably anticipates that the
    making of the payment will not cause such violation, or such
    violation will not cause material harm to the Corporation.



 



    (iv) Any payment that the Corporation reasonably
    anticipates that will violate Federal securities laws or other
    applicable law will be deferred until the earliest date at which
    the Corporation reasonably anticipates that the making of the
    payment will not cause such violation.



 



    (v) The Committee may permit Participants to elect to
    further defer payments, provided that any such election is made
    not less than one year prior to the date on which the payment
    would otherwise be made, and that the deferral is for a period
    of at least five years.



 



    (c) No payment that a Participant has elected to defer
    pursuant to this Section 13.2 may be paid at any earlier
    date, except in accordance with procedures adopted by the
    Committee in compliance with Code Section 409A.



 



    13.3  COMPLIANCE WITH
    SECTION 409A.  The provisions of this Plan,
    including but not limited to this Section 13, are intended
    to comply with the restrictions of Code Section 409A, and,
    notwithstanding the Participant consent requirements of
    Section 15.1, the Committee reserves the right to amend any
    provision of this Plan, or any outstanding Award, to the extent
    necessary to comply with Section 409A.





    

    A-14








 








    SECTION 14.

    



 




    RIGHTS AND
    OBLIGATIONS OF PARTIES
    



 



    14.1  NO GUARANTEE OF EMPLOYMENT OR SERVICE
    RIGHTS.  Nothing in the Plan shall interfere with
    or limit in any way the right of the Corporation to terminate
    any Participant’s employment or service at any time, nor
    confer upon any Participant any right to continue in the employ
    or service of the Corporation or any Subsidiary.



 



    For purposes of the Plan, temporary absence from employment or
    Service because of illness, vacation, approved leaves of
    absence, and transfers of employment or Service among the
    Corporation and its Subsidiaries, shall not be considered to
    terminate employment or Service or to interrupt continuous
    employment or Service. Conversion of a Participant’s
    employment relationship to a Service arrangement, and vice
    versa, shall not result in termination of previously granted
    Awards.



 



    14.2  PARTICIPATION.  No Employee or
    Director shall have the right to be selected to receive an Award
    under the Plan, or, having been so selected, to be selected to
    receive a future Award.



 



    14.3  RIGHT OF SETOFF.  The
    Corporation or any Subsidiary may, to the extent permitted by
    applicable law, deduct from and set off against any amounts the
    Corporation or Subsidiary may owe to the Participant from time
    to time, including amounts payable in connection with any Award,
    owed as wages, fringe benefits, or other compensation owed to
    the Participant, such amounts as may be owed by the Participant
    to the Corporation, although the Participant shall remain liable
    for any part of the Participant’s payment obligation not
    satisfied through such deduction and setoff. By accepting any
    Award granted hereunder, the Participant agrees to any deduction
    or setoff under this Section 14.



 



    14.4  SECTION 83(B)
    ELECTION.  No election under Section 83(b) of
    the Code (to include in gross income in the year of transfer the
    amounts specified in Code Section 83(b)) or under a similar
    provision of the laws of a jurisdiction outside the
    U.S. may be made, unless expressly permitted by the terms
    of the Award Agreement or by action of the Committee in writing
    before the making of such election. In any case in which a
    Participant is permitted to make such an election in connection
    with an Award, the Participant shall notify the Corporation of
    such election within ten days of filing notice of the election
    with the Internal Revenue Service or other governmental
    authority, in addition to any filing and notification required
    pursuant to regulations issued under Code Section 83(b) or
    other applicable provision.



 



    14.5  DISQUALIFYING DISPOSITION
    NOTIFICATION.  If any Participant shall make any
    disposition of Shares delivered pursuant to the exercise of an
    Incentive Stock Option under the circumstances described in Code
    Section 421(b) (relating to certain disqualifying
    dispositions), such Participant shall notify the Corporation of
    such disposition within ten days thereof.



 




    SECTION 15.

    



 




    AMENDMENT,
    MODIFICATION, AND TERMINATION
    



 



    15.1  AMENDMENT, MODIFICATION, AND
    TERMINATION.  The Board may amend, suspend or
    terminate the Plan or the Committee’s authority to grant
    Awards under the Plan without the consent of stockholders or
    Participants; provided, however, that any amendment to
    the Plan shall be submitted to the Corporation’s
    stockholders for approval not later than the earliest annual
    meeting for which the record date is after the date of such
    Board action if such stockholder approval is required by any
    federal or state law or regulation or the rules of any stock
    exchange or automated quotation system on which the Shares may
    then be listed or quoted and the Board may otherwise, in its
    sole discretion, determine to submit other amendments to the
    Plan to stockholders for approval; and provided further,
    that, without the consent of an affected Participant, no Board
    action, other than to the extent necessary to comply with
    applicable U.S. or foreign laws, may materially and
    adversely affect the rights of such Participant under any
    outstanding Award. The Committee shall have no authority to
    waive or modify any other Award term after the Award has been
    granted to the extent that the waived or modified term was
    mandatory under the Plan.





    

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    15.2  AWARDS PREVIOUSLY GRANTED.  No
    termination, amendment, or modification of the Plan, other than
    to the extent necessary to comply with applicable U.S. or
    foreign laws, shall adversely affect in any material way any
    Award previously granted under the Plan, without the written (or
    electronic) consent of the Participant holding such Award.



 




    SECTION 16.

    



 




    WITHHOLDING
    



 



    The Corporation shall have the power and the right to deduct or
    withhold from amounts due to the Participant by the Corporation,
    or require a Participant to remit to the Corporation as a
    condition of any Award, an amount (in cash or in kind, subject
    to the approval of the Corporation) sufficient to satisfy the
    minimum Federal, state and local taxes, domestic or foreign,
    required by law or regulation to be withheld with respect to any
    taxable event arising as a result of the Plan. Notwithstanding
    the above, in the case of Options or SARs, such tax withholding
    shall be accomplished as set forth in Sections 6.5 and 7.4.



 




    SECTION 17.

    



 




    SUCCESSORS
    



 



    All obligations of the Corporation under the Plan with respect
    to Awards granted hereunder shall be binding on any successor to
    the Corporation, whether the existence of such successor is the
    result of a direct or indirect merger, consolidation, purchase
    of all or substantially all of the business
    and/or
    assets of the Corporation or otherwise.



 




    SECTION 18.

    



 




    MISCELLANEOUS
    



 



    18.1  UNFUNDED PLAN.  The Plan is
    intended to constitute an “unfunded” plan for
    incentive and deferred compensation. With respect to any
    payments not yet made to a Participant or the obligation to
    deliver Shares pursuant to an Award, nothing contained in the
    Plan or any Award shall give any such Participant any rights
    that are greater than those of a general creditor of the
    Corporation; provided that the Committee may authorize the
    creation of trusts and deposit therein cash, Shares, other
    Awards or other property, or make other arrangements to meet the
    Corporation’s obligations under the Plan. Such trusts or
    other arrangements shall be consistent with the
    “unfunded” status of the Plan unless the Committee
    otherwise determines with the consent of each affected
    Participant.



 



    18.2  COMPLIANCE WITH CODE
    SECTION 162(M).  The Corporation intends that
    Awards designated as Awards to Named Executive Officers shall
    constitute qualified “performance-based compensation”
    within the meaning of Code Section 162(m), unless otherwise
    determined by the Committee at the time of allocation of an
    Award. Accordingly, the terms of Sections 4.2, 6, 7, 8.5,
    8.6, 9 and 10, including the definitions of Named Executive
    Officer and other terms used therein, shall be interpreted in a
    manner consistent with Code Section 162(m). The foregoing
    notwithstanding, because the Committee cannot determine with
    certainty whether a given Participant will be a Named Executive
    Officer with respect to a fiscal year that has not yet been
    completed, the term Named Executive Officer as used herein shall
    mean only a person designated by the Committee as likely to be a
    Named Executive Officer with respect to a specified fiscal year.
    If any provision of the Plan or any Award Agreement relating to
    a Performance Award that is designated as intended to comply
    with Code Section 162(m) does not comply or is inconsistent
    with the requirements of Code Section 162(m), such
    provision shall be construed or deemed amended to the extent
    necessary to conform to such requirements, and no provision
    shall be deemed to confer upon the Committee or any other person
    sole discretion to increase the amount of compensation otherwise
    payable in connection with any such Award upon attainment of the
    applicable performance objectives.





    

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    18.3  AWARDS TO PARTICIPANTS OUTSIDE THE UNITED
    STATES.  The Committee may modify the terms of any
    Award under the Plan made to or held by a Participant who is
    then resident or primarily employed outside the U.S. in any
    manner deemed by the Committee to be necessary or appropriate in
    order that the Award shall conform to laws, regulations, and
    customs of the country in which the Participant is then resident
    or primarily employed, or so that the value and other benefits
    of the Award to the Participant, as affected by foreign tax laws
    and other restrictions applicable as a result of the
    Participant’s residence or employment abroad, shall be
    comparable to the value of such an Award to a Participant who is
    resident or primarily employed in the U.S.. Such authorization
    shall extend to and include establishing one or more separate
    sub-plans
    which include provisions not inconsistent with the Plan that
    comply with statutory or regulatory requirements imposed by the
    foreign country or countries in which the Participant resides.
    If determined advisable by the Committee, an Award may be
    modified under this Section in a manner that is inconsistent
    with the express terms of the Plan, so long as such
    modifications will not contravene any applicable law or result
    in actual liability under Section 16(b) of the Exchange Act
    for the Participant whose Award is modified.



 



    18.4  GENDER AND NUMBER;
    HEADINGS.  Except where otherwise indicated by the
    context, any masculine term used herein also shall include the
    feminine; the plural shall include the singular and the singular
    shall include the plural. Headings are included for the
    convenience of reference only and shall not be used in the
    interpretation or construction of any such provision contained
    in the Plan.



 



    18.5  SEVERABILITY.  In the event any
    provision of the Plan shall be held illegal or invalid for any
    reason, the illegality or invalidity shall not affect the
    remaining parts of the Plan, and the Plan shall be construed and
    enforced as if the illegal or invalid provision had not been
    included.



 



    18.6  REQUIREMENTS OF LAW.  The
    granting of Awards and the issuance of Shares under the Plan
    shall be subject to all applicable laws, rules, and regulations,
    and to such approvals by any governmental agencies or national
    securities exchanges as may be required. If at any time on or
    after the Effective Date, the Committee, in its discretion,
    shall determine that the requirements of any applicable federal
    or state securities laws should fail to be met, no Shares
    issuable under Awards and no Options or SARs shall be
    exercisable until the Committee has determined that these
    requirements have again been met. The Committee may suspend the
    right to exercise an Options or SAR at any time when it
    determines that allowing the exercise and issuance of Shares
    would violate any federal or state securities or other laws, and
    may provide that any time periods to exercise the Option or SAR
    are extended during a period of suspension. With respect to
    “Insiders,” transactions under this Plan are intended
    to comply with all applicable conditions of
    Rule 16b-3
    under the Securities Exchange Act of 1934. To the extent any
    provision of the Plan or action by the Committee fails to so
    comply, it shall be deemed null and void, to the extent
    permitted by law and deemed advisable by the Committee. Each
    Award Agreement and each certificate representing securities
    granted pursuant to the Plan (including securities issuable
    pursuant to the terms of derivative securities) may bear such
    restrictive legend(s) as the Corporation deems necessary or
    advisable under applicable law, including Federal and state
    securities laws. If the date of the vesting or lapse of the
    Period of Restriction with respect to any Award, other than an
    Option or SAR, held by Participant who is subject to the
    Corporation’s policy regarding trading of its Stock by its
    officers and directors and Shares (the “original vesting
    date”) is not within a “window period” applicable
    to the Participant, as determined by the Corporation in
    accordance with such policy, then the vesting or lapse of the
    Period of Restriction with respect to such Award shall not occur
    on such original vesting date and shall instead occur on the
    first day of the next “window period” applicable to
    the Participant pursuant to such policy.



 



    18.7  ADDITIONAL RESTRICTIONS ON
    TRANSFERS.  The Committee may impose such
    restrictions on any Shares acquired pursuant to an Award,
    including Restricted Shares, Performance Shares, or Shares
    received upon exercise of an Option or SAR or under an RSU, as
    it may deem advisable.



 



    18.8  GOVERNING LAW.  To the extent
    not preempted by Federal law, the Plan, and all agreements
    hereunder, shall be construed in accordance with and governed by
    the laws of the State of Delaware.





    

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