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EXHIBIT 4.4




POLYONE CORPORATION

2010 EQUITY AND PERFORMANCE INCENTIVE PLAN




     1. Purpose. The purpose of the PolyOne Corporation 2010 Equity and Performance Incentive Plan
is to attract and retain directors, officers and other employees of the Company and its
Subsidiaries and to provide to such persons incentives and rewards for superior performance.



     2. Definitions. As used in this Plan,



          (a) “Appreciation Right” means a right granted pursuant to Section 5 or Section 9 of this
Plan, and will include both Tandem Appreciation Rights and Free-Standing Appreciation Rights.




          (b) “Base Price” means the price to be used as the basis for determining the Spread upon the
exercise of a Free-Standing Appreciation Right or a Tandem Appreciation Right.




          (c) “Board” means the Board of Directors of the Company and, to the extent of any delegation
by the Board to a committee (or subcommittee thereof) pursuant to Section 13 of this Plan, such
committee (or subcommittee).




          (d) “Change of Control” means, except as otherwise provided for in an Evidence of Award, the
occurrence of any of the following events:




               (i) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3)
or 14(d)(2) of the Exchange Act) (a “Person”) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of voting securities of the Company where such
acquisition causes such Person to own 25% or more of the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the election of
directors (the “Outstanding Company Voting Securities”); provided, however, that
for purposes of this subsection (i), the following acquisitions shall not be deemed to result in a
Change of Control: (A) any acquisition directly from the Company that is approved by the Incumbent
Board (as defined in subsection (ii) below), (B) any acquisition by the Company, (C) any
acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company
or any corporation controlled by the Company or (D) any acquisition by any corporation pursuant to
a transaction that complies with clauses (A), (B) and (C) of subsection (iii) below;
provided, further, that if any Person’s beneficial ownership of the Outstanding
Company Voting Securities reaches or exceeds 25% as a result of a transaction described in clause
(A) or (B) above, and such Person subsequently acquires beneficial ownership of additional voting
securities of the Company, such subsequent acquisition shall be treated as an acquisition that
causes such Person to own 25% or more of the Outstanding Company Voting Securities; and
provided, further, that if at least a majority of the members of the Incumbent
Board determines in good faith that a Person has acquired beneficial ownership (within the meaning
of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the Outstanding Company Voting
Securities inadvertently, and such Person divests as promptly as practicable a sufficient number of
shares so that such Person beneficially owns (within the



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meaning of Rule 13d-3 promulgated under the Exchange Act) less than 25% of the Outstanding
Company Voting Securities, then no Change of Control shall have occurred as a result of such
Person’s acquisition;




               (ii) individuals who, as of May 12, 2010, constitute the Board (the “Incumbent Board” as
modified by this subsection (ii)) cease for any reason to constitute at least a majority of the
Board; provided, however, that any individual becoming a director subsequent to May
12, 2010 whose election, or nomination for election by the Company’s shareholders, was approved by
a vote of at least a majority of the directors then comprising the Incumbent Board (either by
specific vote or by approval of the proxy statement of the Company in which such person is named as
a nominee for director, without objection to such nomination) shall be considered as though such
individual were a member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board;



               (iii) the consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company or the acquisition of assets
of another corporation or other transaction (“Business Combination”) excluding, however, such a
Business Combination pursuant to which (A) the individuals and entities who were the beneficial
owners of the Outstanding Company Voting Securities immediately prior to such Business Combination
beneficially own, directly or indirectly, more than 60% of, respectively, the then outstanding
shares of common stock and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of the entity
resulting from such Business Combination (including, without limitation, an entity that as a result
of such transaction owns the Company or all or substantially all of the Company’s assets either
directly or through one or more subsidiaries), (B) no Person (excluding any employee benefit plan
(or related trust) of the Company, the Company or such entity resulting from such Business
Combination) beneficially owns, directly or indirectly, 25% or more of the combined voting power of
the then outstanding securities entitled to vote generally in the election of directors of the
entity resulting from such Business Combination and (C) at least a majority of the members of the
board of directors of the corporation resulting from such Business Combination were members of the
Incumbent Board at the time of the execution of the initial agreement, or of the action of the
Board, providing for such Business Combination; or



               (iv) approval by the shareholders of the Company of a complete liquidation or dissolution of
the Company except pursuant to a Business Combination that complies with clauses (A), (B) and (C)
of subsection (iii) above.



          (e) “Code” means the Internal Revenue Code of 1986, as amended from time to time.




          (f) “Common Shares” means the shares of common stock, par value $0.01 per share, of the
Company or any security into which such Common Shares may be changed by reason of any transaction
or event of the type referred to in Section 12 of this Plan.







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          (g) “Company” means PolyOne Corporation, an Ohio corporation.




          (h) “Compensation Committee” means the Compensation Committee (or any successor committee)
appointed by the Board in accordance with the regulations of the Company consisting of at least
three Directors who qualify as Non-Employee Directors and “outside directors” within the meaning of
Section 162(m) of the Code, and who satisfy any applicable standards of independence under the
federal securities and tax laws and the listing standards of the New York Stock Exchange (“NYSE”)
or any other national securities exchange on which the Common Shares are listed as in effect from
time to time.




          (i) “Covered Employee” means a Participant who is, or is determined by the Compensation
Committee to be likely to become, a “covered employee” within the meaning of Section 162(m) of the
Code (or any successor provision).




          (j) “Date of Grant” means the date specified by the Compensation Committee on which a grant of
Option Rights, Appreciation Rights, Performance Shares, Performance Units or other awards
contemplated by Section 10 of this Plan, or a grant or sale of Restricted Stock, Restricted Stock
Units, or other awards contemplated by Section 10 of this Plan, will become effective (which date
will not be earlier than the date on which the Compensation Committee takes action with respect
thereto).




          (k) “Detrimental Activity” means:




               (i) Engaging in any activity, as an employee, principal, agent, or consultant for another
entity that competes with the Company in any actual, researched, or prospective product, service,
system, or business activity for which the Participant has had any direct responsibility during the
last two years of his or her employment with the Company or a Subsidiary, in any territory in which
the Company or a Subsidiary manufactures, sells, markets, services, or installs such product,
service, or system, or engages in such business activity;



               (ii) Soliciting any employee of the Company or a Subsidiary to terminate his or her employment
with the Company or a Subsidiary;



               (iii) The disclosure to anyone outside the Company or a Subsidiary, or the use in other than
the Company’s or a Subsidiary’s business, without prior written authorization from the Company, of
any confidential, proprietary or trade secret information or material relating to the business of
the Company and its Subsidiaries, acquired by the Participant during his or her employment with the
Company or its Subsidiaries or while acting as a director of or consultant for the Company or its
Subsidiaries thereafter;



               (iv) The failure or refusal to disclose promptly and to assign to the Company upon request all
right, title and interest in any invention or idea, patentable or not, made or conceived by the
Participant during employment by the Company and any Subsidiary, relating in any manner to the
actual or anticipated business, research or development work of the Company or any Subsidiary or
the failure or refusal to do anything reasonably necessary to enable the Company or any Subsidiary
to secure a patent where appropriate in the United States and in other countries;



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              (v) Activity that results in Termination for Cause. For the purposes of this Section,
“Termination for Cause” shall mean a termination:




	 	(A)	 	due to the Participant’s willful and continuous
gross neglect of his or her duties for which he or she is employed; or
	 
	 	(B)	 	due to an act of dishonesty on the part of the
Participant constituting a felony resulting or intended to result,
directly or indirectly, in his or her gain for personal enrichment at
the expense of the Company or a Subsidiary; or





              (vi) Any other conduct or act determined to be injurious, detrimental or prejudicial to any
significant interest of the Company or any Subsidiary unless the Participant acted in good faith
and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
Company.



          (l) “Director” means a member of the Board of Directors of the Company.




          (m) “Effective Date” means the date that this Plan is approved by the shareholders of the
Company.




          (n) “Evidence of Award” means an agreement, certificate, resolution or other type or form of
writing or other evidence approved by the Compensation Committee that sets forth the terms and
conditions of one or more awards granted under the Plan. An Evidence of Award may be in an
electronic medium, may be limited to notation on the books and records of the Company and, unless
otherwise determined by the Compensation Committee, need not be signed by a representative of the
Company or a Participant.




          (o) “Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and
regulations thereunder, as such law, rules and regulations may be amended from time to time.




          (p) “Existing Plan” means the 2008 Equity and Performance Incentive Plan, as amended.




          (q) “Free-Standing Appreciation Right” means an Appreciation Right granted pursuant to
Section 5 or Section 9 of this Plan that is not granted in tandem with an Option Right.




          (r) “Incentive Stock Options” means Option Rights that are intended to qualify as “incentive
stock options” under Section 422 of the Code or any successor provision.




          (s) “Management Objectives” means the measurable performance objective or objectives
established pursuant to this Plan for Participants who have received grants of Performance Shares
or Performance Units or, when so determined by the Compensation Committee, Option Rights,
Appreciation Rights, Restricted Stock, Restricted Stock Units, dividend credits or other awards
pursuant to this Plan. Management Objectives may be described in terms of Company-wide objectives
or objectives that are related to the






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performance of the individual Participant or of the Subsidiary, division, department, region
or function within the Company or Subsidiary in which the Participant is employed. The Management
Objectives may be made relative to the performance of other companies or subsidiaries, divisions,
departments, regions or functions within such other companies, and may be made relative to an index
or one or more of the performance criteria themselves. The Compensation Committee may grant awards
subject to Management Objectives that are either Qualified Performance-Based Awards or are not
Qualified Performance-Based Awards. The Management Objectives applicable to any Qualified
Performance-Based Award to a Covered Employee will be based on one or more, or a combination, of
the following criteria:




               (i) Profits (e.g., operating income, EBIT, EBT, net income, earnings per share, residual or
economic earnings, economic profit — these profitability metrics could be measured before certain
specified special items and/or subject to GAAP definition);



               (ii) Cash Flow (e.g., EBITDA, free cash flow, free cash flow with or without specific capital
expenditure target or range, including or excluding divestments and/or acquisitions, total cash
flow, cash flow in excess of cost of capital or residual cash flow or cash flow return on
investment);



               (iii) Returns (e.g., Profits or Cash Flow returns on: assets, invested capital, net capital
employed, and equity);



               (iv) Working Capital (e.g., working capital divided by sales, days’ sales outstanding, days’
sales inventory, and days’ sales in payables);



               (v) Profit Margins (e.g., Profits divided by revenues, gross margins and material margins
divided by revenues, and material margin divided by sales pounds);



               (vi) Liquidity Measures (e.g., debt-to-capital, debt-to-EBITDA, total debt ratio);



               (vii) Sales Growth, Gross Margin Growth, Cost Initiative and Stock Price Metrics (e.g.,
revenues, revenue growth, revenue growth outside the United States, gross margin and gross margin
growth, material margin and material margin growth, stock price appreciation, total return to
shareholders, sales and administrative costs divided by sales, and sales and administrative costs
divided by profits); and



               (viii) Strategic Initiative Key Deliverable Metrics consisting of one or more of the
following: product development, strategic partnering, research and development, vitality index,
market penetration, geographic business expansion goals, cost targets, customer satisfaction,
employee satisfaction, management of employment practices and employee benefits, supervision of
litigation and information technology, and goals relating to acquisitions or divestitures of
subsidiaries, affiliates and joint ventures.



               If the Compensation Committee determines that a change in the business, operations, corporate
structure or capital structure of the Company, or the manner in which it conducts its business, or
other events or circumstances render the Management Objectives unsuitable, the Compensation
Committee may in its discretion modify such Management



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Objectives or the related minimum acceptable level of achievement, in whole or in part, as the
Compensation Committee deems appropriate and equitable, except in the case of a Qualified
Performance-Based Award (other than in connection with a Change of Control) where such action would
result in the loss of the otherwise available exemption of the award under Section 162(m) of the
Code. In such case, the Compensation Committee will not make any modification of the Management
Objectives or minimum acceptable level of achievement with respect to such Covered Employee.




          (t) “Market Value per Share” means as of any particular date the closing sale price of the
Common Shares as reported on The New York Stock Exchange or, if not listed on such exchange, on any
other national securities exchange on which the Common Shares are listed. If the Common Shares are
not traded as of any given date, the Market Value per Share means the closing price for the Common
Shares on the principal exchange on which the Common Shares are traded for the immediately
preceding date on which the Common Shares were traded. If there is no regular public trading market
for the Common Shares, the Market Value per Share of the Common Shares shall be the fair market
value of the Common Shares as determined in good faith by the Compensation Committee. The
Compensation Committee is authorized to adopt another fair market value pricing method, provided
such method is stated in the Evidence of Award, and is in compliance with the fair market value
pricing rules set forth in Section 409A of the Code.




          (u) “Non-Employee Director” means a person who is a “Non-Employee Director” of the Company
within the meaning of Rule 16b-3 of the Securities and Exchange Commission promulgated under the
Exchange Act.




          (v) “Optionee” means the optionee named in an Evidence of Award evidencing an outstanding
Option Right.




          (w) “Option Price” means the purchase price payable on exercise of an Option Right.




          (x) “Option Right” means the right to purchase Common Shares upon exercise of an option
granted pursuant to Section 4 or Section 9 of this Plan.




          (y) “Participant” means a person who is selected by the Compensation Committee to receive
benefits under this Plan and who is at the time an officer or other key employee of the Company or
any one or more of its Subsidiaries, or who has agreed to commence serving in any of such
capacities within 90 days of the Date of Grant, and will also include each Non-Employee Director
who receives Common Shares or an award of Option Rights, Appreciation Rights, Restricted Stock,
Restricted Stock Units or other awards under this Plan. The term “Participant” shall also include
any person who provides services to the Company or a Subsidiary that are equivalent to those
typically provided by an employee.




          (z) “Performance Period” means, in respect of a Performance Share or Performance Unit, a
period of time established pursuant to Section 8 of this Plan within which the Management
Objectives relating to such Performance Share or Performance Unit are to be achieved.







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          (aa) “Performance Share” means a bookkeeping entry that records the equivalent of one Common
Share awarded pursuant to Section 8 of this Plan.




          (bb) “Performance Unit” means a bookkeeping entry awarded pursuant to Section 8 of this Plan
that records a unit equivalent to $1.00 or such other value as is determined by the Compensation
Committee.




          (cc) “Plan” means this PolyOne Corporation 2010 Equity and Performance Incentive Plan.




          (dd) “Qualified Performance-Based Award” means any award of Performance Shares, Performance
Units, Restricted Stock, Restricted Stock Units, or other awards contemplated under Section 10 of
this Plan, or portion of such award, to a Covered Employee that is intended to satisfy the
requirements for “qualified performance-based compensation” under Section 162(m) of the Code.




          (ee) “Restricted Stock” means Common Shares granted or sold pursuant to Section 6 or Section 9
of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on
transfers has expired.




          (ff) “Restriction Period” means the period of time during which Restricted Stock Units are
subject to restrictions, as provided in Section 7 or Section 9 of this Plan.




          (gg) “Restricted Stock Unit” means an award made pursuant to Section 7 or Section 9 of this
Plan of the right to receive Common Shares or cash at the end of a specified period.




          (hh) “Spread” means the excess of the Market Value per Share on the date when an Appreciation
Right is exercised, or on the date when Option Rights are surrendered in payment of the Option
Price of other Option Rights, over the Option Price or Base Price provided for in the related
Option Right or Free-Standing Appreciation Right, respectively.




          (ii) “Subsidiary” means a corporation, company or other entity (i) more than 50 percent of
whose outstanding shares or securities (representing the right to vote for the election of
directors or other managing authority) are, or (ii) which does not have outstanding shares or
securities (as may be the case in a partnership, joint venture or unincorporated association), but
more than 50 percent of whose ownership interest representing the right generally to make decisions
for such other entity is, now or hereafter, owned or controlled, directly or indirectly, by the
Company except that for purposes of determining whether any person may be a Participant for
purposes of any grant of Incentive Stock Options, “Subsidiary” means any corporation in which at
the time the Company owns or controls, directly or indirectly, more than 50 percent of the total
combined voting power represented by all classes of stock issued by such corporation.




          (jj) “Tandem Appreciation Right” means an Appreciation Right granted pursuant to Section 5 or
Section 9 of this Plan that is granted in tandem with an Option Right.







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     3. Shares Available Under the Plan.



          (a) Maximum Shares Available Under Plan.




               (i) Subject to adjustment as provided in Section 12 of this Plan, the number of Common Shares
that may be issued or transferred (A) upon the exercise of Option Rights or Appreciation Rights,
(B) as Restricted Stock and released from substantial risks of forfeiture thereof, (C) in payment
of Restricted Stock Units, (D) in payment of Performance Shares or Performance Units that have been
earned, (E) as awards to Non-Employee Directors, (F) as other awards contemplated by Section 10 of
this Plan, or (G) in payment of dividend equivalents paid with respect to awards made under the
Plan, will not exceed in the aggregate 3,000,000 Common Shares, plus any Common Shares relating to
awards that expire or are forfeited or cancelled under this Plan. Such shares may be shares of
original issuance or treasury shares or a combination of the foregoing.



               (ii) Common Shares covered by an award granted under the Plan shall not be counted as used
unless and until they are actually issued and delivered to a Participant and, therefore, the total
number of shares available under the Plan as of a given date shall not be reduced by any shares
relating to prior awards that have expired or have been forfeited or cancelled. Upon payment in
cash of the benefit provided by any award granted under the Plan, any Common Shares that were
covered by that award will be available for issue or transfer hereunder. Notwithstanding anything
to the contrary contained herein: (A) if Common Shares are tendered or otherwise used in payment of
the Option Price of an Option Right, the total number of shares covered by the Option Right being
exercised shall count against the aggregate plan limit described above; (B) Common Shares withheld
by the Company to satisfy the tax withholding obligation shall count against the aggregate plan
limit described above; and (C) the number of Common Shares covered by an Appreciation Right, to the
extent that it is exercised and settled in Common Shares, and whether or not shares are actually
issued to the Participant upon exercise of the Appreciation Right, shall be considered issued or
transferred pursuant to the Plan. In the event that the Company repurchases shares with Option
Right proceeds, those shares will not be added to the aggregate plan limit described above. If,
under this Plan, a Participant has elected to give up the right to receive compensation in exchange
for Common Shares based on fair market value, such Common Shares will not count against the
aggregate plan limit described above.



          (b) Life of Plan Limits. Notwithstanding anything in this Section 3, or elsewhere in this
Plan, to the contrary, and subject to adjustment as provided in Section 12 of this Plan:




               (i) The aggregate number of Common Shares actually issued or transferred by the Company upon
the exercise of Incentive Stock Options will not exceed 3,000,000 Common Shares; and



               (ii) The number of shares issued as Restricted Stock, Restricted Stock Units, Performance
Shares and Performance Units and other awards under Section 10 of this Plan (after taking into
account any forfeitures and cancellations) will not during the life of the Plan in the aggregate
exceed 1,200,000 Common Shares.



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          (c) Individual Participant Limits. Notwithstanding anything in this Section 3, or elsewhere
in this Plan, to the contrary, and subject to adjustment as provided in Section 12 of this Plan:




               (i) No Participant will be granted Option Rights or Appreciation Rights, in the aggregate, for
more than 500,000 Common Shares during any calendar year;



               (ii) No Participant will be granted Qualified Performance Based Awards of Restricted Stock,
Restricted Stock Units, Performance Shares or other awards under Section 10 of this Plan, in the
aggregate, for more than 400,000 Common Shares during any calendar year; and



               (iii) In no event will any Participant in any calendar year receive a Qualified
Performance-Based Award of Performance Units or other awards payable in cash under Section 10 of
this Plan having an aggregate maximum value as of their respective Dates of Grant in excess of
$3,000,000.



     4. Option Rights. The Compensation Committee may, from time to time and upon such terms and
conditions as it may determine, authorize the granting to Participants of options to purchase
Common Shares. Each such grant may utilize any or all of the authorizations, and will be subject to
all of the requirements contained in the following provisions:



          (a) Each grant will specify the number of Common Shares to which it pertains subject to the
limitations set forth in Section 3 of this Plan.




          (b) Each grant will specify an Option Price per share, which may not be less than the Market
Value per Share on the Date of Grant.




          (c) Each grant will specify whether the Option Price will be payable (i) in cash or by check
acceptable to the Company or by wire transfer of immediately available funds, (ii) by the actual or
constructive transfer to the Company of Common Shares owned by the Optionee (or other consideration
authorized pursuant to Section 4(d)) having a value at the time of exercise equal to the total
Option Price, (iii) by a combination of such methods of payment, or (iv) by such other methods as
may be approved by the Compensation Committee.




          (d) To the extent permitted by law, any grant may provide for deferred payment of the Option
Price from the proceeds of sale through a bank or broker on a date satisfactory to the Company of
some or all of the shares to which such exercise relates.




          (e) Successive grants may be made to the same Participant whether or not any Option Rights
previously granted to such Participant remain unexercised.




          (f) Each grant will specify the period or periods of continuous service by the Optionee with
the Company or any Subsidiary that is necessary before the Option Rights or installments thereof
will become exercisable; provided, however, that Option Rights may not become exercisable by the
passage of time sooner than one-third per year over three years. A






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grant of Option Rights may provide for the earlier exercise of such Option Rights in the event
of the retirement, death or disability of a Participant, or a Change of Control.




          (g) Any grant of Option Rights may specify Management Objectives that must be achieved as a
condition to the exercise of such rights; provided, however, that Option Rights that become
exercisable upon the achievement of Management Objectives may not become exercisable sooner than
one year from the Date of Grant.




          (h) Option Rights granted under this Plan may be (i) options, including, without limitation,
Incentive Stock Options, that are intended to qualify under particular provisions of the Code,
(ii) options that are not intended so to qualify, or (iii) combinations of the foregoing. Incentive
Stock Options may only be granted to Participants who meet the definition of “employees” under
Section 3401(c) of the Code.




          (i) The exercise of an Option Right will result in the cancellation on a share- for-share
basis of any Tandem Appreciation Right authorized under Section 5 of this Plan.




          (j) No Option Right will be exercisable more than 10 years from the Date of Grant.




          (k) The Compensation Committee reserves the discretion at or after the Date of Grant to
provide for the right to tender in satisfaction of the Option Price nonforfeitable, unrestricted
Common Shares, which are already owned by the Optionee and have a value at the time of exercise
that is equal to the Option Price.




          (l) The Compensation Committee may substitute, without receiving Participant permission,
Appreciation Rights payable only in Common Shares (or Appreciation Rights payable in Common Shares
or cash, or a combination of both, at the Compensation Committee’s discretion) for outstanding
Options; provided, however, that the terms of the substituted Appreciation Rights are substantially
the same as the terms for the Options and the difference between the Market Value Per Share of the
underlying Common Shares and the Base Price of the Appreciation Rights is equivalent to the
difference between the Market Value Per Share of the underlying Common Shares and the Option Price
of the Options. If, in the opinion of the Company’s auditors, this provision creates adverse
accounting consequences for the Company, it shall be considered null and void.




          (m) Each grant of Option Rights will be evidenced by an Evidence of Award. Each Evidence of
Award shall be subject to the Plan and shall contain such terms and provisions as the Compensation
Committee may approve.




     5. Appreciation Rights.



          (a) The Compensation Committee may, from time to time and upon such terms and conditions as it
may determine, authorize the granting (i) to any Optionee, of Tandem Appreciation Rights in respect
of Option Rights granted hereunder, and (ii) to any Participant, of Free-Standing Appreciation
Rights. A Tandem Appreciation Right will be a right of the Optionee, exercisable by surrender of
the related Option Right, to receive from the Company an amount determined by the Compensation
Committee, which will be expressed as






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a percentage of the Spread (not exceeding 100 percent) at the time of exercise. Tandem
Appreciation Rights may be granted at any time prior to the exercise or termination of the related
Option Rights; provided, however, that a Tandem Appreciation Right awarded in relation to an
Incentive Stock Option must be granted concurrently with such Incentive Stock Option. A
Free-Standing Appreciation Right will be a right of the Participant to receive from the Company an
amount determined by the Compensation Committee, which will be expressed as a percentage of the
Spread (not exceeding 100 percent) at the time of exercise.




          (b) Each grant of Appreciation Rights may utilize any or all of the authorizations, and will
be subject to all of the requirements, contained in the following provisions:




               (i) Any grant may specify that the amount payable on exercise of an Appreciation Right may be
paid by the Company in cash, in Common Shares or in any combination thereof and may either grant to
the Participant or retain in the Compensation Committee the right to elect among those
alternatives.



               (ii) Any grant may specify that the amount payable on exercise of an Appreciation Right may
not exceed a maximum specified by the Compensation Committee at the Date of Grant.



               (iii) Any grant may specify waiting periods before exercise and permissible exercise dates or
periods; provided, however, that Appreciation Rights may not become exercisable by the passage of
time sooner than one-third per year over three years.



               (iv) Any grant may specify that such Appreciation Right may be exercised only in the event of,
or earlier in the event of, the retirement, death or disability of a Participant, or a Change of
Control.



               (v) Any grant of Appreciation Rights may specify Management Objectives that must be achieved
as a condition of the exercise of such Appreciation Rights; provided, however, that Option Rights
that become exercisable upon the achievement of Management Objectives may not become exercisable
sooner than one year from the Date of Grant.



               (vi) Each grant of Appreciation Rights will be evidenced by an Evidence of Award, which
Evidence of Award will describe such Appreciation Rights, identify the related Option Rights (if
applicable), and contain such other terms and provisions, consistent with this Plan, as the
Compensation Committee may approve.



          (c) Any grant of Tandem Appreciation Rights will provide that such Tandem Appreciation Rights
may be exercised only at a time when the related Option Right is also exercisable and at a time
when the Spread is positive, and by surrender of the related Option Right for cancellation.
Successive grants of a Tandem Appreciation Right may be made to the same Participant regardless of
whether any Tandem Appreciation Rights previously granted to the Participant remain unexercised.




          (d) Regarding Free-Standing Appreciation Rights only:







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               (i) Each grant will specify in respect of each Free-Standing Appreciation Right a Base Price,
which will be equal to or greater than the Market Value per Share on the Date of Grant;



               (ii) Successive grants may be made to the same Participant regardless of whether any
Free-Standing Appreciation Rights previously granted to the Participant remain unexercised; and



               (iii) No Free-Standing Appreciation Right granted under this Plan may be exercised more than
10 years from the Date of Grant.



     6. Restricted Stock. The Compensation Committee may, from time to time and upon such terms
and conditions as it may determine, also authorize the grant or sale of Restricted Stock to
Participants. Each such grant or sale may utilize any or all of the authorizations, and will be
subject to all of the requirements, contained in the following provisions:



          (a) Each such grant or sale will constitute an immediate transfer of the ownership of Common
Shares to the Participant in consideration of the performance of services, entitling such
Participant to voting, dividend and other ownership rights, but subject to the substantial risk of
forfeiture and restrictions on transfer hereinafter referred to.




          (b) Each such grant or sale may be made without additional consideration or in consideration
of a payment by such Participant that is less than the Market Value per Share at the Date of Grant.




          (c) Each such grant or sale will provide that the Restricted Stock covered by such grant or
sale that vests upon the passage of time will be subject to a “substantial risk of forfeiture”
within the meaning of Section 83 of the Code for a period to be determined by the Compensation
Committee at the Date of Grant or upon achievement of Management Objectives referred to in
subparagraph (e) below. If the elimination of restrictions is based only on the passage of time
rather than the achievement of Management Objectives, the period of time will be no shorter than
three years, except that the restrictions may be removed ratably during the three-year period, on
an annual basis, as determined by the Compensation Committee at the Date of Grant.




          (d) Each such grant or sale will provide that during or after the period for which such
substantial risk of forfeiture is to continue, the transferability of the Restricted Stock will be
prohibited or restricted in the manner and to the extent prescribed by the Compensation Committee
at the Date of Grant (which restrictions may include, without limitation, rights of repurchase or
first refusal in the Company or provisions subjecting the Restricted Stock to a continuing
substantial risk of forfeiture in the hands of any transferee).




          (e) Any grant of Restricted Stock may specify Management Objectives that, if achieved, will
result in termination or early termination of the restrictions applicable to such Restricted Stock;
provided, however, that, notwithstanding subparagraph (c) above, restrictions
relating to Restricted Stock that vests upon the achievement of Management Objectives may not
terminate sooner than one year from the Date of Grant. Each grant may specify in respect of






12









 







such Management Objectives a minimum acceptable level of achievement and may set forth a
formula for determining the number of shares of Restricted Stock on which restrictions will
terminate if performance is at or above the minimum or threshold level or levels, or is at or above
the target level or levels, but falls short of maximum achievement of the specified Management
Objectives.




          (f) Notwithstanding anything to the contrary contained in this Plan, any grant or sale of
Restricted Stock may provide for the earlier termination of restrictions on such Restricted Stock
in the event of the retirement, death or disability of a Participant, or a Change of Control.




          (g) Any such grant or sale of Restricted Stock may require that any or all dividends or other
distributions paid thereon during the period of such restrictions be automatically deferred and
reinvested in additional shares of Restricted Stock, which may be subject to the same restrictions
as the underlying award; provided, however, that dividends or other distributions
on Restricted Stock with restrictions that lapse as a result of the achievement of Management
Objectives shall be deferred until and paid contingent upon the achievement of the applicable
Management Objectives.




          (h) Each grant or sale of Restricted Stock will be evidenced by an Evidence of Award and will
contain such terms and provisions, consistent with this Plan, as the Compensation Committee may
approve. Unless otherwise directed by the Compensation Committee, (i) all certificates representing
shares of Restricted Stock will be held in custody by the Company until all restrictions thereon
will have lapsed, together with a stock power or powers executed by the Participant in whose name
such certificates are registered, endorsed in blank and covering such Shares, or (ii) all shares of
Restricted Stock will be held at the Company’s transfer agent in book entry form with appropriate
restrictions relating to the transfer of such shares of Restricted Stock.




     7. Restricted Stock Units. The Compensation Committee may, from time to time and upon such
terms and conditions as it may determine, also authorize the granting or sale of Restricted Stock
Units to Participants. Each such grant or sale may utilize any or all of the authorizations, and
will be subject to all of the requirements contained in the following provisions:



          (a) Each such grant or sale will constitute the agreement by the Company to deliver Common
Shares or cash to the Participant in the future in consideration of the performance of services,
but subject to the fulfillment of such conditions (which may include the achievement of Management
Objectives) during the Restriction Period as the Compensation Committee may specify. If a grant of
Restricted Stock Units specifies that the Restriction Period will terminate only upon the
achievement of Management Objectives then, notwithstanding anything to the contrary contained in
subparagraph (c) below, such Restriction Period may not terminate sooner than one year from the
Date of Grant. Each grant may specify in respect of such Management Objectives a minimum acceptable
level of achievement and may set forth a formula for determining the number of Restricted Stock
Units on which restrictions will terminate if performance is at or above the minimum or threshold
level or






13









 







levels, or is at or above the target level or levels, but falls short of maximum achievement
of the specified Management Objectives.




          (b) Each such grant or sale may be made without additional consideration or in consideration
of a payment by such Participant that is less than the Market Value per Share at the Date of Grant.




          (c) If the Restriction Period lapses only by the passage of time rather than the achievement
of Management Objectives as provided in subparagraph (a) above, each such grant or sale will be
subject to a Restriction Period of not less than three years, except that a grant or sale may
provide that the Restriction Period will expire ratably during the three-year period, on an annual
basis, as determined by the Compensation Committee at the Date of Grant.




          (d) Notwithstanding anything to the contrary contained in this Plan, any grant or sale of
Restricted Stock Units may provide for the earlier lapse or modification of the Restriction Period
in the event of the retirement, death or disability of a Participant, or a Change of Control.




          (e) During the Restriction Period, the Participant will have no rights of ownership in the
Common Shares deliverable upon payment of the Restricted Stock Units and shall have no right to
vote them, but the Compensation Committee may at the Date of Grant, authorize the payment of
dividend equivalents on such Restricted Stock Units on either a current, deferred or contingent
basis, either in cash or in additional Common Shares; provided, however, that
dividends or other distributions on Common Shares underlying Restricted Stock Units with
restrictions that lapse as a result of the achievement of Management Objectives shall be deferred
until and paid contingent upon the achievement of the applicable Management Objectives.




          (f) Each grant or sale of Restricted Stock Units will specify the time and manner of payment
of the Restricted Stock Units that have been earned.




          (g) Each grant or sale of Restricted Stock Units will be evidenced by an Evidence of Award and
will contain such terms and provisions, consistent with this Plan, as the Compensation Committee
may approve.




     8. Performance Shares and Performance Units. The Compensation Committee may, from time to
time and upon such terms and conditions as it may determine, also authorize the granting of
Performance Shares and Performance Units that will become payable to a Participant upon achievement
of specified Management Objectives during the Performance Period. Each such grant may utilize any
or all of the authorizations, and will be subject to all of the requirements, contained in the
following provisions:



          (a) Each grant will specify the number of Performance Shares or Performance Units to which it
pertains, which number may be subject to adjustment to reflect changes in compensation or other
factors; provided, however, that no such adjustment will be made in the case of a
Qualified Performance-Based Award (other than in connection with the death or disability of the
Participant or a Change of Control) where such action would result in the loss of the otherwise
available exemption of the award under Section 162(m) of the Code.







14









 








          (b) The Performance Period with respect to each Performance Share or Performance Unit will be
such period of time (not less than one year), commencing with the Date of Grant as will be
determined by the Compensation Committee at the time of grant which may be subject to earlier lapse
or other modification in the event of the retirement, death or disability of a Participant, or a
Change of Control.




          (c) Any grant of Performance Shares or Performance Units will specify Management Objectives
which, if achieved, will result in payment or early payment of the award, and each grant may
specify in respect of such Management Objectives a minimum acceptable level of achievement and may
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 or threshold level or levels, or is at or above
the target level or levels, but falls short of maximum achievement of the specified Management
Objectives. The grant of Performance Shares or Performance Units will specify that, before the
Performance Shares or Performance Units will be earned and paid, the Compensation Committee must
certify that the Management Objectives have been satisfied.




          (d) Each grant will 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 Company in cash, in Common Shares or in any combination thereof and may
either grant to the Participant or retain in the Compensation Committee the right to elect among
those alternatives.




          (e) Any grant of Performance Shares or Performance Units may specify that the amount payable
or the number of Common Shares issued with respect thereto may not exceed maximums specified by the
Compensation Committee at the Date of Grant.




          (f) The Compensation Committee may, at the Date of Grant of Performance Shares, provide for
the payment of dividend equivalents to the holder thereof either in cash or in additional Common
Shares, subject in all cases to deferral and payment on a contingent basis based on the
Participant’s earning of the Performance Shares with respect to which such dividend equivalents are
paid.




          (g) Each grant of Performance Shares or Performance Units will be evidenced by an Evidence of
Award and will contain such other terms and provisions, consistent with this Plan, as the
Compensation Committee may approve.




     9. Awards to Non-Employee Directors. The Compensation Committee may, from time to time and
upon such terms and conditions as it may determine, authorize the granting to non-employee
Directors of Option Rights, Appreciation Rights or other awards contemplated by Section 10 of this
Plan and may also authorize the grant or sale of Common Shares, Restricted Stock or Restricted
Stock Units to non-employee Directors. Each grant of an award to a non-employee Director will be
upon such terms and conditions as approved by the Compensation Committee, will not be required to
be subject to any minimum vesting period, and will be evidenced by an Evidence of Award in such
form as will be approved by the Compensation Committee. Each grant will specify in the case of an
Option Right, an Option Price per share, and in the case of a Free-Standing Appreciation Right, a
Base Price per share,




15











 




which will not be less than the Market Value per Share on the Date of Grant. Each Option Right
and Free-Standing Appreciation Right granted under the Plan to a non-employee Director will expire
not more than 10 years from the Date of Grant and will be subject to earlier termination as
hereinafter provided. If a non-employee Director subsequently becomes an employee of the Company or
a Subsidiary while remaining a member of the Board, any award held under this Plan by such
individual at the time of such commencement of employment will not be affected thereby.
Non-employee Directors, pursuant to this Section 9, may be awarded, or may be permitted to elect to
receive, pursuant to procedures established by the Compensation Committee, all or any portion of
their annual retainer, meeting fees or other fees in Common Shares, Restricted Stock, Restricted
Stock Units or other awards under the Plan in lieu of cash.




     10. Other Awards.



          (a) The Compensation Committee may, subject to limitations under applicable law, grant to any
Participant such other awards that may be denominated or payable in, valued in whole or in part by
reference to, or otherwise based on, or related to, Common Shares or factors that may influence the
value of such shares, including, without limitation, convertible or exchangeable debt securities,
other rights convertible or exchangeable into Common Shares, purchase rights for Common Shares,
awards with value and payment contingent upon performance of the Company or specified Subsidiaries,
affiliates or other business units thereof or any other factors designated by the Compensation
Committee, and awards valued by reference to the book value of Common Shares or the value of
securities of, or the performance of specified Subsidiaries or affiliates or other business units
of the Company. The Compensation Committee shall determine the terms and conditions of such awards.
Common Shares delivered pursuant to an award in the nature of a purchase right granted under this
Section 10 shall be purchased for such consideration, paid for at such time, by such methods, and
in such forms, including, without limitation, cash, Common Shares, other awards, notes or other
property, as the Compensation Committee shall determine.




          (b) Cash awards, as an element of or supplement to any other award granted under this Plan,
may also be granted pursuant to this Section 10 of this Plan.




          (c) The Compensation Committee may grant Common Shares as a bonus, or may grant other awards
in lieu of obligations of the Company or a Subsidiary to pay cash or deliver other property under
this Plan or under other plans or compensatory arrangements, subject to such terms as shall be
determined by the Compensation Committee in a manner that complies with Section 409A of the Code.




          (d) If the earning or vesting of, or elimination of restrictions applicable to, an award
granted under this Section 10 is based only on the passage of time rather than the achievement of
Management Objectives, the period of time shall be no shorter than three years, except that the
restrictions may be removed no sooner than ratably on an annual basis during the three-year period
as determined by the Compensation Committee at the Date of Grant. If the earning or vesting of, or
elimination of restrictions applicable to, awards granted under this Section 10 is based on the
achievement of Management Objectives, the earning, vesting or restriction period may not terminate
sooner than one year from the Date of Grant.







16









 








          (e) Notwithstanding anything to the contrary contained in this Plan, any grant of an award
under this Section 10 may provide for the earning or vesting of, or earlier elimination of
restrictions applicable to, such award in the event of the retirement, death or disability of the
Participant, or a Change of Control.




     11. Transferability.



          (a) Except as otherwise determined by the Compensation Committee, no Option Right,
Appreciation Right or other derivative security granted under the Plan shall be transferable by the
Participant except by will or the laws of descent and distribution, and in no event shall any such
award granted under this Plan be transferred for value. Except as otherwise determined by the
Compensation Committee, Option Rights and Appreciation Rights will be exercisable during the
Participant’s lifetime only by him or her or, in the event of the Participant’s legal incapacity to
do so, by his or her guardian or legal representative acting on behalf of the Participant in a
fiduciary capacity under state law and/or court supervision.




          (b) The Compensation Committee may specify at the Date of Grant that part or all of the Common
Shares that are (i) to be issued or transferred by the Company upon the exercise of Option Rights
or Appreciation Rights, upon the termination of the Restriction Period applicable to Restricted
Stock Units or upon payment under any grant of Performance Shares or Performance Units or other
awards under the Plan or (ii) no longer subject to the substantial risk of forfeiture and
restrictions on transfer referred to in Section 6 of this Plan, will be subject to further
restrictions on transfer.




     12. Adjustments. The Compensation Committee shall make or provide for such adjustments in the
numbers of Common Shares covered by outstanding Option Rights, Appreciation Rights, Restricted
Stock Units, Performance Shares and Performance Units granted hereunder and, if applicable, in the
number of Common Shares covered by other awards granted pursuant to Section 10 hereof, in the
Option Price and Base Price provided in outstanding Option Rights and Appreciation Rights, and in
the kind of shares covered thereby, as the Compensation Committee, in its sole discretion,
exercised in good faith, may determine is equitably required to prevent dilution or enlargement of
the rights of Participants or Optionees that otherwise would result from (a) any stock dividend,
stock split, combination of shares, recapitalization or other change in the capital structure of
the Company, (b) any merger, consolidation, spin-off, split- off, spin-out, split-up,
reorganization, partial or complete liquidation or other distribution of assets, issuance of rights
or warrants to purchase securities, or (c) any other corporate transaction or event having an
effect similar to any of the foregoing. Moreover, in the event of any such transaction or event or
in the event of a Change of Control, the Compensation Committee, in its discretion, may provide in
substitution for any or all outstanding awards under this Plan such alternative consideration
(including cash), if any, as it, in good faith, may determine to be equitable in the circumstances
and may require in connection therewith the surrender of all awards so replaced in a manner that
complies with Section 409A of the Code. In addition, for each Option Right or Appreciation Right
with an Option Price or Base Price greater than the consideration offered in connection with any
such termination or event or Change of Control, the Compensation Committee may in its sole



17









 




discretion elect to cancel such Option Right or Appreciation Right without any payment to the
person holding such Option Right or Appreciation Right. The Compensation Committee shall also make
or provide for such adjustments in the numbers of shares specified in Section 3 of this Plan as the
Compensation Committee in its sole discretion, exercised in good faith, may determine is
appropriate to reflect any transaction or event described in this Section 12; provided,
however, that any such adjustment to the number specified in Section 3(c)(i) will be made
only if and to the extent that such adjustment would not cause any option intended to qualify as an
Incentive Stock Option to fail to so qualify.




     13. Administration of the Plan.



          (a) This Plan will be administered by the Compensation Committee. The Compensation Committee
may from time to time delegate all or any part of its authority under this Plan to any subcommittee
thereof. To the extent of any such delegation, references in this Plan to the Compensation
Committee will be deemed to be references to such subcommittee. A majority of the Compensation
Committee (or subcommittee) will constitute a quorum, and the action of the members of the
Compensation Committee (or subcommittee) present at any meeting at which a quorum is present, or
acts unanimously approved in writing, will be the acts of the Compensation Committee (or
subcommittee).




          (b) The interpretation and construction by the Compensation Committee of any provision of this
Plan or of any agreement, notification or document evidencing the grant of Option Rights,
Appreciation Rights, Restricted Stock, Restricted Stock Units, Performance Shares, Performance
Units or other awards pursuant to Section 10 of this Plan and any determination by the Compensation
Committee pursuant to any provision of this Plan or of any such agreement, notification or document
will be final and conclusive. No member of the Compensation Committee will be liable for any such
action or determination made in good faith.




          (c) The Compensation Committee or, to the extent of any delegation as provided in
Section 13(a), the subcommittee, may delegate to one or more of its members or to one or more
officers of the Company, or to one or more agents or advisors, such administrative duties or powers
as it may deem advisable, and the Compensation Committee, the subcommittee, or any person to whom
duties or powers have been delegated as aforesaid, may employ one or more persons to render advice
with respect to any responsibility the Compensation Committee, the subcommittee or such person may
have under the Plan. The Compensation Committee or the subcommittee may, by resolution, authorize
one or more officers of the Company to do one or both of the following on the same basis as the
Compensation Committee or the subcommittee: (i) designate employees to be recipients of awards
under this Plan; and (ii) determine the size of any such awards; provided, however,
that (A) the Compensation Committee or the subcommittee shall not delegate such responsibilities to
any such officer for awards granted to an employee who is an officer, Director, or more than 10%
beneficial owner of any class of the Company’s equity securities that is registered pursuant to
Section 12 of the Exchange Act, as determined by the Compensation Committee in accordance with
Section 16 of the Exchange Act; (B) the resolution providing for such authorization sets forth the
total number of Common Shares such officer(s) may grant; and (C) the officer(s) shall report
periodically to the Compensation Committee or the






18









 







subcommittee, as the case may be, regarding the nature and scope of the awards granted
pursuant to the authority delegated.




     14. Detrimental Activity. Any Evidence of Award may provide that if a Participant, either
during employment by the Company or a Subsidiary or within a specified period after termination of
such employment, shall engage in any Detrimental Activity, and the Compensation Committee shall so
find, forthwith upon notice of such finding, the Participant shall:



          (a) Forfeit any award granted under the Plan then held by the Participant;




          (b) Return to the Company, in exchange for payment by the Company of any amount actually paid
therefor by the Participant, all Common Shares that the Participant has not disposed of that were
offered pursuant to this Plan within a specified period prior to the date of the commencement of
such Detrimental Activity, and




          (c) With respect to any Common Shares so acquired that the Participant has disposed of, pay to
the Company in cash the difference between:




               (i) Any amount actually paid therefor by the Participant pursuant to this Plan, and



               (ii) The Market Value per Share of the Common Shares on the date of such disposition.


To the extent that such amounts are not paid to the Company, the Company may set off the amounts so
payable to it against any amounts that may be owing from time to time by the Company or a
Subsidiary to the Participant, whether as wages, deferred compensation or vacation pay or in the
form of any other benefit or for any other reason.



In addition, notwithstanding anything in the Plan to the contrary, any Evidence of Award may
provide for the cancellation or forfeiture of an award or the forfeiture and repayment to the
Company of any gain related to an award, or other provisions intended to have a similar effect,
upon such terms and conditions as may be determined by the Compensation Committee from time to
time.




     15. Non U.S. Participants. In order to facilitate the making of any grant or combination of
grants under this Plan, the Compensation Committee may provide for such special terms for awards to
Participants who are foreign nationals or who are employed by the Company or any Subsidiary outside
of the United States of America or who provide services to the Company under an agreement with a
foreign nation or agency, as the Compensation Committee may consider necessary or appropriate to
accommodate differences in local law, tax policy or custom. Moreover, the Compensation Committee
may approve such supplements to or amendments, restatements or alternative versions of this Plan
(including without limitation, sub-plans) as it may consider necessary or appropriate for such
purposes, without thereby affecting the terms of this Plan as in effect for any other purpose, and
the Secretary or other appropriate officer of the Company may certify any such document as having
been approved



19









 




and adopted in the same manner as this Plan. No such special terms, supplements, amendments or
restatements, however, will include any provisions that are inconsistent with the terms of this
Plan as then in effect unless this Plan could have been amended to eliminate such inconsistency
without further approval by the shareholders of the Company.




     16. Withholding Taxes. To the extent that the Company is required to withhold federal, state,
local or foreign taxes in connection with any payment made or benefit realized by a Participant or
other person under this Plan, and the amounts available to the Company for such withholding are
insufficient, it will be a condition to the receipt of such payment or the realization of such
benefit that the Participant or such other person make arrangements satisfactory to the Company for
payment of the balance of such taxes required to be withheld, which arrangements (in the discretion
of the Compensation Committee) may include relinquishment of a portion of such benefit. If a
Participant’s benefit is to be received in the form of Common Shares, and such Participant fails to
make arrangements for the payment of tax, the Company shall withhold such Common Shares having a
value equal to the amount required to be withheld. Notwithstanding the foregoing, when a
Participant is required to pay the Company an amount required to be withheld under applicable
income and employment tax laws, the Participant may elect to satisfy the obligation, in whole or in
part, by electing to have withheld, from the shares required to be delivered to the Participant,
Common Shares having a value equal to the amount required to be withheld, or by delivering to the
Company other Common Shares held by such Participant. The shares used for tax withholding will be
valued at an amount equal to the Market Value per Share of such Common Shares on the date the
benefit is to be included in Participant’s income. In no event shall the Market Value per Share of
the Common Shares to be withheld and delivered pursuant to this Section to satisfy applicable
withholding taxes in connection with the benefit exceed the minimum amount of taxes required to be
withheld. Participants shall also make such arrangements as the Company may require for the payment
of any withholding tax obligation that may arise in connection with the disposition of Common
Shares acquired upon the exercise of Option Rights.



     17. Amendments, Etc.



          (a) The Board may at any time and from time to time amend the Plan in whole or in part;
provided, however, that if an amendment to the Plan (i) would materially increase
the benefits accruing to participants under the Plan, (ii) would materially increase the number of
securities which may be issued under the Plan, (iii) would materially modify the requirements for
participation in the Plan or (iv) must otherwise be approved by the shareholders of the Company in
order to comply with applicable law or the rules of the New York Stock Exchange or, if the Common
Shares are not traded on the New York Stock Exchange, the principal national securities exchange
upon which the Common Shares are traded or quoted, then, such amendment will be subject to
shareholder approval and will not be effective unless and until such approval has been obtained.




          (b) Except in connection with a corporate transaction or event described in Section 12 of this
Plan, the terms of outstanding awards may not be amended to reduce the Option Price of outstanding
Option Rights or the Base Price of outstanding Appreciation Rights, or cancel outstanding Option
Rights or Appreciation Rights in exchange for cash, other awards or Option Rights or Appreciation
Rights with an Option Price or Base Price, as






20









 







applicable, that is less than the Option Price of the original Option Rights or Base Price of
the original Appreciation Rights, as applicable, without shareholder approval. This Section 17(b)
is intended to prohibit the repricing of “underwater” Option Rights and Appreciation Rights and
will not be construed to prohibit the adjustments provided for in Section 12 of the Plan.
Notwithstanding any provision of the Plan to the contrary, this Section 17(b) may not be amended
without approval by the Company’s shareholders.




          (c) If permitted by Section 409A of the Code and Section 162(m), but subject to the paragraph
that follows, in case of termination of employment by reason of death, disability or normal or
early retirement, or in the case of unforeseeable emergency or other special circumstances, of a
Participant who holds an Option Right or Appreciation Right not immediately exercisable in full, or
any shares of Restricted Stock as to which the substantial risk of forfeiture or the prohibition or
restriction on transfer has not lapsed, or any Restricted Stock Units as to which the Restriction
Period has not been completed, or any Performance Shares or Performance Units which have not been
fully earned, or any other awards made pursuant to Section 10 subject to any vesting schedule or
transfer restriction, or who holds Common Shares subject to any transfer restriction imposed
pursuant to Section 11(b) of this Plan, the Compensation Committee may, in its sole discretion,
accelerate the time at which such Option Right, Appreciation Right or other award may be exercised
or the time at which such substantial risk of forfeiture or prohibition or restriction on transfer
will lapse or the time when such Restriction Period will end or the time at which such Performance
Shares or Performance Units will be deemed to have been fully earned or the time when such transfer
restriction will terminate or may waive any other limitation or requirement under any such award.



Subject to Section 17(b) hereof, the Compensation Committee may amend the terms of any award
theretofore granted under this Plan prospectively or retroactively, except in the case of a
Qualified Performance-Based Award (other than in connection with the Participant’s death or
disability, or a Change of Control) where such action would result in the loss of the otherwise
available exemption of the award under Section 162(m) of the Code. In such case, the Compensation
Committee will not make any modification of the Management Objectives or the level or levels of
achievement with respect to such Qualified Performance-Based Award. Subject to Section 12 above,
no such amendment shall impair the rights of any Participant without his or her consent. The Board
may, in its discretion, terminate this Plan at any time. Termination of this Plan will not affect
the rights of Participants or their successors under any awards outstanding hereunder and not
exercised in full on the date of termination.




     18. Compliance with Section 409A of the Code.



          (a) To the extent applicable, it is intended that this Plan and any grants made hereunder
comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of
Section 409A(a)(1) of the Code do not apply to the Participants. This Plan and any grants made
hereunder shall be administered in a manner consistent with this intent. Any reference in this Plan
to Section 409A of the Code will also include any regulations or any other formal guidance
promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal
Revenue Service.







21









 








          (b) Neither a Participant nor any of a Participant’s creditors or beneficiaries shall have the
right to subject any deferred compensation (within the meaning of Section 409A of the Code) payable
under this Plan and grants hereunder to any anticipation, alienation, sale, transfer, assignment,
pledge, encumbrance, attachment or garnishment. Except as permitted under Section 409A of the Code,
any deferred compensation (within the meaning of Section 409A of the Code) payable to a Participant
or for a Participant’s benefit under this Plan and grants hereunder may not be reduced by, or
offset against, any amount owing by a Participant to the Company or any of its affiliates.




          (c) If, at the time of a Participant’s separation from service (within the meaning of
Section 409A of the Code), (i) the Participant shall be a specified employee (within the meaning of
Section 409A of the Code and using the identification methodology selected by the Company from time
to time) and (ii) the Company shall make a good faith determination that an amount payable
hereunder constitutes deferred compensation (within the meaning of Section 409A of the Code) the
payment of which is required to be delayed pursuant to the six-month delay rule set forth in
Section 409A of the Code in order to avoid taxes or penalties under Section 409A of the Code, then
the Company shall not pay such amount on the otherwise scheduled payment date but shall instead pay
it, without interest, on the tenth business day of the seventh month after such separation from
service.




          (d) Notwithstanding any provision of this Plan and grants hereunder to the contrary, in light
of the uncertainty with respect to the proper application of Section 409A of the Code, the Company
reserves the right to make amendments to this Plan and grants hereunder as the Company deems
necessary or desirable to avoid the imposition of taxes or penalties under Section 409A of the
Code. In any case, a Participant shall be solely responsible and liable for the satisfaction of all
taxes and penalties that may be imposed on a Participant or for a Participant’s account in
connection with this Plan and grants hereunder (including any taxes and penalties under
Section 409A of the Code), and neither the Company nor any of its affiliates shall have any
obligation to indemnify or otherwise hold a Participant harmless from any or all of such taxes or
penalties.







22









 








     19. Governing Law. The Plan and all grants and awards and actions taken thereunder shall be
governed by and construed in accordance with the internal substantive laws of the State of Ohio.



     20. Effective Date/Termination. This Plan will be effective as of the Effective Date. No
grants will be made on or after the Effective Date under the Existing Plan, except that outstanding
awards granted under the Existing Plan will continue unaffected following the Effective Date. No
grant will be made under this Plan after May 12, 2020 (more than 10 years after the date on which
this Plan is first approved by the shareholders of the Company), but all grants made on or prior to
such date will continue in effect thereafter subject to the terms thereof and of this Plan.



     21. Miscellaneous.



          (a) The Company will not be required to issue any fractional Common Shares pursuant to this
Plan. The Compensation Committee may provide for the elimination of fractions or for the settlement
of fractions in cash.




          (b) This Plan will not confer upon any Participant any right with respect to continuance of
employment or other service with the Company or any Subsidiary, nor will it interfere in any way
with any right the Company or any Subsidiary would otherwise have to terminate such Participant’s
employment or other service at any time.




          (c) To the extent that any provision of this Plan would prevent any Option Right that was
intended to qualify as an Incentive Stock Option from qualifying as such, that provision will be
null and void with respect to such Option Right. Such provision, however, will remain in effect for
other Option Rights and there will be no further effect on any provision of this Plan.




          (d) No award under this Plan may be exercised by the holder thereof if such exercise, and the
receipt of cash or stock thereunder, would be, in the opinion of counsel selected by the
Compensation Committee, contrary to law or the regulations of any duly constituted authority having
jurisdiction over this Plan.




          (e) Absence or leave approved by a duly constituted officer of the Company or any of its
Subsidiaries shall not be considered interruption or termination of service of any employee for any
purposes of this Plan or awards granted hereunder.




          (f) No Participant shall have any rights as a stockholder with respect to any shares subject
to awards granted to him or her under this Plan prior to the date as of which he or she is actually
recorded as the holder of such shares upon the stock records of the Company.




          (g) The Compensation Committee may condition the grant of any award or combination of awards
authorized under this Plan on the surrender or deferral by the Participant of his or her right to
receive a cash bonus or other compensation otherwise payable by the Company or a Subsidiary to the
Participant.







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          (h) If any provision of the Plan is or becomes invalid, illegal or unenforceable in any
jurisdiction, or would disqualify the Plan or any award under any law deemed applicable by the
Compensation Committee, such provision shall be construed or deemed amended or limited in scope to
conform to applicable laws or, in the discretion of the Compensation Committee, it shall be
stricken and the remainder of the Plan shall remain in full force and effect.




          (i) Notwithstanding anything in this Plan to the contrary, up to 10% of the maximum number of
Common Shares that may be issued or transferred under this Plan as provided for in Section 3(a)(i)
of this Plan, as may be adjusted under Section 12 of this Plan, may be used for awards granted
under Sections 4 through 8 and Section 10 of this Plan that do not comply with the three-year
vesting requirements set forth in Sections 4(f), 5(b)(iii), 6(c), 7(c) and 10(d) of this Plan or
the one-year vesting requirements set forth in Sections 4(g), 5(b)(v), 6(e), 7(a), 8(b) and 10(d)
of this Plan; provided, however, that in no event will more than 10% of the maximum
number of Common Shares that may be issued or transferred under this Plan as provided for in
Section 3(a)(i) of this Plan, as may be adjusted under Section 12 of this Plan, be used for (A)
awards granted under Sections 4 through 8 and Section 10 of this Plan that do not comply with the
three-year vesting requirements set forth in Sections 4(f), 5(b)(iii), 6(c), 7(c) and 10(d) of this
Plan or the one-year vesting requirements set forth in Sections 4(g), 5(b)(v), 6(e), 7(a), 8(b) and
10(d) of this Plan, (B) awards granted under Section 9 of the Plan or (C) a combination of the
awards described in subsections (A) and (B).





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