Exhibit 10.1





Exhibit 10.1




Westwood One, Inc. 2010 Equity Compensation Plan

(Amended and Restated Effective February 12, 2010)




SECTION 1. PURPOSE The purpose of the Westwood One, Inc. 2010 Equity Compensation Plan (the “Plan”)
is to furnish a material incentive to Employees, officers of the Company or Affiliates, Consultants
and Directors of the Company by making available to them the benefits of common stock ownership in
the Company through stock options and other awards. It is believed that these increased incentives
stimulate the efforts and continued success of the Company and its Affiliates, as well as assist in
the recruitment of Employees, officers of the Company or an Affiliate, Consultants and Directors.



The Plan, in the form set forth herein, is effective as of the Restatement Date and is an amendment
and restatement of the Westwood One, Inc. 2005 Equity Compensation Plan (the “Initial Plan”), which
was initially effective on March 15, 2005, the date the Initial Plan was adopted by the Board,
which adoption was thereafter approved by the Company’s stockholders on May 19, 2005.



SECTION 2. DEFINITIONS As used in the Plan, the following terms shall have the meanings set forth
below:




	(a)	 	“Affiliate” shall mean each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or
business (including, without limitation, a partnership or limited liability company) which is directly or
indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or
voting interest) by the Company or one of its Affiliates; (d) any corporation, trade or business (including,
without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more
(whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and
(e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is
designated as an “Affiliate” by resolution of the Committee. If a Participant performs services for an Affiliate
that causes the Shares underlying an Option or Stock Appreciation Right to not constitute “service recipient
stock” under Section 409A of the Code, such Option or Stock Appreciation Right shall be structured in a manner
intended to comply with Section 409A of the Code.

	 
	(b)	 	“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock Award, Performance Award, Restricted
Stock Unit, or any other right, interest or option relating to Shares (including, without limitation, deferred
stock units and dividend equivalent rights), as determined by the Committee. The Committee may, in its
discretion, permit a Participant to defer the payment or vesting of any Award solely to the extent permitted by,
and in a manner that is intended to comply with, Section 409A of the Code.

	 
	(c)	 	“Award Agreement” shall mean any written agreement, contract or other instrument or document evidencing any Award
granted by the Committee hereunder, which in the sole and absolute discretion of the Committee may, but need not,
be signed or acknowledged by the Company and the Participant.

	 
	(d)	 	“Board” shall mean the Board of Directors of the Company.

	 
	(e)	 	“Cause” shall mean with respect to a Participant’s Termination of Employment or Termination of Consultancy, the
following: (a) in the case where there is no employment agreement, consulting agreement, change in control
agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of
the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like
import)), termination due to a Participant’s dishonesty, fraud, moral turpitude or willful misconduct, as
determined by the Committee in its sole discretion; or (b) in the case where there is an employment agreement,
consulting agreement, change in control agreement or similar agreement in effect between the Company or an
Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like
import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which
the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not
apply until a change in control actually takes place and then only with regard to a termination thereafter. With
respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes
cause for removal of a director under applicable Delaware law.

	 
	(f)	 	“Change in Control” shall mean the occurrence of any of the following events:

	 
		 	(a) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, but excluding
any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as
trustee, agent or other fiduciary or administrator of any such plan) other than Gores Group becomes the
“beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act,), directly or indirectly, of a
majority of the Equity Interests of the Company entitled to vote for members of the Board or equivalent governing
body of the Company on a fully-diluted basis;





 


 









 





		 	(b) during any period of 12 consecutive months, a majority of the members of the Board or other equivalent
governing body of the Company cease to be composed of individuals (i) who were members of that Board or equivalent
governing body on the first day of such period, (ii) whose election or nomination to that Board or equivalent
governing body was approved by Gores Group (so long as Gores Group holds a majority of the outstanding Equity
Interests of the Company) or by individuals referred to in clause (i) above constituting at the time of such
election or nomination at least a majority of that Board or equivalent governing body or (iii) whose election or
nomination to that Board or other equivalent governing body was approved by individuals referred to in clauses (i)
and (ii) above constituting at the time of such election or nomination at least a majority of that Board or
equivalent governing body (excluding, in the case of both clause (ii) and clause (iii), any individual whose
initial nomination for, or assumption of office as, a member of that Board or equivalent governing body occurs as
a result of an actual or threatened solicitation of proxies or consents for the election or removal of one or more
directors by any person or group other than a solicitation for the election of one or more directors by or on
behalf of the Board); or

	 
		 	 (c) the consummation of any other transaction involving a significant issuance of the Company’s securities, a
change in the composition of the Board or equivalent governing body of the Company or other material event that
the Board determines to be a Change in Control for purposes of this Section.




Notwithstanding the foregoing provisions of this definition, unless otherwise determined by the Board, no Change
in Control shall be deemed to have occurred if (1) a Participant is a member of a group that first announces a
proposal which, if successful, would result in a Change in Control and which proposal (including any modifications
thereof) is ultimately successful, (2) the Participant acquires a two percent (2%) or more equity interest in the
entity which ultimately acquires the Company pursuant to the transaction described in clause (1) above; or (3) to
the extent that an Award is subject to Section 409A of the Code, such event is not considered to be a “Change in
Control Event” for purposes of Section 409A of the Code.

	 
	(g)	 	“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto.

	 
	(h)	 	“Committee” shall mean the Compensation Committee of the Board or such other persons or committee (or
subcommittee) to which it has delegated any authority under this Plan, as may be appropriate. The Committee shall
consist solely of directors serving on the Board. Notwithstanding the foregoing, with respect to Awards intended
to satisfy the exemption for performance-based compensation under Section 162(m) of the Code or the exemption from
the short-swing profit recovery rules under Rule 16b-3 promulgated under the Exchange Act, the Committee or
subcommittee shall consist of two or more directors each of whom shall qualify as: (i) a “non-employee director”
for purposes of Rule 16b-3 under the Exchange Act; (ii) an “outside director” for purposes of Section 162(m) of
the Code; and (iii) if the Company is listed on a national securities exchange, an “independent director” as
defined under the rules of the applicable national securities exchange. Notwithstanding anything herein to the
contrary, the Board may, in its discretion, act as the Committee under this Plan with respect to any grants of
Awards to Directors. To the extent that no Committee exists that has the authority to administer the Plan, the
functions of the Committee shall be exercised by the Board. If for any reason the appointed Committee does not
meet the requirements of Rule 16b-3 promulgated under the Exchange Act or Section 162(m) of the Code, such
noncompliance shall not affect the validity of Awards, grants, interpretations or other actions of the Committee.

	 
	(i)	 	“Consultant” means any natural person who provides bona fide consulting or advisory services to the Company or an
Affiliate, which are not in connection with the offer and sale of securities in a capital-raising transaction.

	 
	(j)	 	“Company” shall mean Westwood One, Inc., a Delaware corporation.

	 
	(k)	 	“Covered Employee” shall mean a “covered employee” within the meaning of Section 162(m)(3) of the Code, or any
successor provision thereto.

	 
	(l)	 	“Director” shall mean a member of the Board of the Company or any of its Affiliates who is not an employee of the
Company or any Affiliate.

	 
	(m)	 	“Employee” shall mean any employee of the Company or any Affiliate. For any and all purposes under this Plan, the
term “Employee” shall not include a person hired as an independent contractor, leased employee, consultant or a
person otherwise designated by the Committee, at the time of hire as not eligible to participate in or receive
benefits under the Plan or not on the payroll, even if such ineligible person is subsequently determined to be a
common law employee of the Company.





 


2









 





	(n)	 	“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or
profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition
from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the
securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests
in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or
such other interests), and all of the other ownership or profit interests in such Person (including partnership,
member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants,
options, rights or other interests are outstanding on any date of determination.

	 
	(o)	 	“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

	 
	(p)	 	“Fair Market Value” shall mean, with respect to Shares, as of any date, the last sales price reported for the
Shares on the applicable date as reported on the applicable national securities exchange for that date or, if no
prices are reported for that date, the last sales price reported on the next date for which such prices were
reported, unless otherwise determined by the Committee. For purposes of the exercise of any Stock Appreciation
Right the applicable date shall be the date a notice of exercise is received by the Committee or, if not a day on
which the applicable national securities exchange is open, the last sales price reported on the next date for
which such prices were reported. Notwithstanding anything herein to the contrary, if at the time of grant or
other applicable event, the Shares are not then listed on a national securities exchange that is an established
securities market for purposes of Section 409A of the Code, “Fair Market Value” shall mean, such value as
determined by the Committee in good faith in whatever manner it considers appropriate taking into account the
requirements of Section 422 of the Code or Section 409A of the Code, as applicable.

	 
	(q)	 	“Gores Group” shall mean Gores Radio and any other Person that at such time directly or indirectly through one or
more intermediaries Controls, or is Controlled by, or is under common Control with, Gores Radio. As used in this
definition, “Control” means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of a Person, whether through the ownership of voting securities, by contract or
otherwise.

	 
	(r)	 	“Gores Radio” shall mean Gores Radio Holdings, LLC, a limited liability corporation organized under the laws of
Delaware.

	 
	(s)	 	“Incentive Stock Option” shall mean an Option granted under Section 6 that is intended to meet the requirements of
Section 422 of the Code or any successor provision thereto.

	 
	(t)	 	“Nonqualified Stock Option” shall mean either an Option granted under Section 6 that is not intended to be an
Incentive Stock Option or an Incentive Stock Option that has been disqualified.

	 
	(u)	 	“Option” shall mean any right granted to a Participant under the Plan allowing such Participant to purchase Shares
at such price or prices and during such period or periods as the Committee shall determine.

	 
	(v)	 	“Parent” shall mean any parent corporation of the Company within the meaning of Section 424(e) of the Code.

	 
	(w)	 	“Participant” shall mean an Employee, an officer of the Company or an Affiliate, Consultant or Director who is
selected by the Committee from time to time in their sole discretion to receive an Award under the Plan.

	 
	(x)	 	“Performance Award” shall mean any Award of Performance Shares granted under the Plan which has performance
criteria.

	 
	(y)	 	“Performance Goal” shall have the meaning set forth in Section 11.

	 
	(z)	 	“Performance Period” shall mean that period established by the Committee at the time any Performance Award is
granted or at any time thereafter during which any Performance Goals specified by the Committee with respect to
such Award are to be measured.

	 
	(aa)	 	“Performance Share” shall mean any grant pursuant to Section 11 of a unit valued by reference to a designated
number of Shares, which value may be paid to the Participant by delivery of such property as the Committee shall
determine, including, without limitation, cash, Shares, other property, or any combination thereof, upon
achievement of such Performance Goals during the Performance Period as the Committee shall establish at the time
of such grant or thereafter.





 


3









 





	(bb)	 	“Person” shall mean any individual, corporation, partnership, association, limited liability company, joint-stock
company, trust, unincorporated organization or government or political subdivision thereof.

	 
	(cc)	 	“Restatement Date” shall mean the date the Board approves the amendment and restatement of the Initial Plan as set
forth herein, subject to stockholder approval.

	 
	(dd)	 	“Retirement” shall mean: (i) with respect to an Employee or an officer of the Company or an Affiliate, a voluntary
Termination after the attainment of any combination of an Employee’s or officer’s age and years of continuous
service with the Company or an Affiliate that is greater than 70 or such other date as approved by the Committee;
or (ii) with respect to a Director, the failure to stand for reelection or the failure to be reelected after a
Director has attained age 75 or five years of continuous service or such other date as approved by the Committee.

	 
	(ee)	 	“Restricted Stock” shall mean any Share issued with the restriction that the holder may not sell, transfer,
hypothecate, pledge or assign such Share and with such other restrictions as the Committee, in its sole
discretion, may impose (including, without limitation, any restriction on the right to vote such Share, and the
right to receive any cash dividends or performance restriction), which restrictions may lapse separately or in
combination at such time or times, in installments or otherwise, as the Committee may deem appropriate.

	 
	(ff)	 	“Restricted Stock Award” shall mean an award of Restricted Stock under Section 7.

	 
	(gg)	 	“Restricted Stock Unit” shall mean an award under Section 9.

	 
	(hh)	 	“Section 162(m) Performance Goals” shall have the meaning set forth in Section 11.

	 
	(ii)	 	“Shares” shall mean the shares of common stock of the Company.

	 
	(jj)	 	“Stock Appreciation Right” shall mean any right granted to a Participant pursuant to Section 8 to receive, upon
exercise by the Participant, the excess of (i) the Fair Market Value of one Share on the date of exercise or, if
the Committee shall so determine in the case of any such right other than one related to any Incentive Stock
Option, at any time during a specified period before the date of exercise over (ii) the grant price of the right
on the date of grant, or if granted in connection with an outstanding Option on the date of grant of the related
Option, as specified by the Committee in its sole discretion, which, except in connection with an adjustment
provided in Section 4, shall not be less than the Fair Market Value of one Share on such date of grant of the
right or the related Option, as the case may be. Any payment by the Company in respect of such right may be made
in cash, Shares, other property, or any combination thereof, as the Committee, in its sole discretion, shall
determine.

	 
	(kk)	 	“Subsidiary” shall mean any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

	 
	(ll)	 	“Ten Percent Stockholder” shall mean a person owning stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or its Subsidiaries or its Parent.

	 
	(mm)	 	“Termination” shall mean a Termination of Consultancy, Termination of Directorship or Termination of Employment,
as applicable. Notwithstanding the foregoing, the Committee may otherwise define Termination in the Award
Agreement or, if no rights of a Participant are reduced, may otherwise define Termination thereafter.

	 
	(nn)	 	“Termination of Consultancy” shall mean that the Consultant is no longer acting as a consultant to the Company or
an Affiliate, except that if the Consultant becomes an Employee, officer of the Company or an Affiliate, or a
Director upon the termination of his or her consultancy, unless otherwise determined by the Committee, no
Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant,
an Employee, officer of the Company or an Affiliate, or a Director.

	 
	(oo)	 	“Termination of Directorship” shall mean that the Director is no longer acting as a director of the Company or an
Affiliate; except that if the Director becomes an Employee, officer of the Company or an Affiliate, or a
Consultant upon the termination of his or her directorship, unless otherwise determined by the Committee, no
Termination of Directorship shall be deemed to occur until such time as such Consultant is no longer a Consultant,
an Employee, officer of the Company or an Affiliate, or a Director.





 


4









 





	(pp)	 	“Termination of Employment” shall mean a termination of employment (for reasons other than a military or personal
leave of absence granted by the Company) of a Participant from the Company and its Affiliates, except that if the
Employee becomes an officer of the Company or an Affiliate, a Consultant or a Director upon the termination of his
or her employment, unless otherwise determined by the Committee, no Termination of Employment shall be deemed to
occur until such time as Eligible Employee is no longer an officer of the Company or an Affiliate, an Employee, a
Consultant or a Director.






SECTION 3. ADMINISTRATION




The Committee shall administer the Plan. The Committee shall have full power and authority,
subject to such orders or resolutions not inconsistent with the provisions of the Plan as may from
time to time be adopted by the Board, to (a) select the Employees, officers of the Company or an
Affiliate, Consultants and Directors to whom Awards may from time to time be granted hereunder; (b)
determine the type or types of Award to be granted to each Participant hereunder; (c) determine the
number of Shares to be covered by or relating to each Award granted hereunder; (d) determine the
terms and conditions, not inconsistent with the provisions of the Plan, of any Award granted
hereunder; (e) determine whether, to what extent and under what circumstances Awards may be settled
in cash, Shares or other property or canceled or suspended; (f) determine whether, to what extent,
and under what circumstances payment of cash, Shares, other property and other amounts payable with
respect to an Award made under the Plan shall be deferred either automatically or at the election
of the Participant in a manner intended to comply with Code Section 409A; (g) interpret and
administer the Plan and any instrument or agreement entered into under the Plan; (h) establish such
rules and regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (i) make any other determination and take any other action that the
Committee deems necessary or desirable for administration of the Plan. To the extent permitted by
law, the Committee may, in its sole and absolute discretion, and subject to the provisions of the
Plan, from time to time delegate any or all of its authority to administer the Plan to any other
persons or committee as it deems necessary or appropriate for the proper administration of the
Plan, except that no such delegation shall be made in the case of Awards intended to be qualified
under Section 162(m) of the Code or Awards granted to Participants who are subject to Section 16 of
the Exchange Act. The decisions of the Committee shall be final, conclusive and binding with
respect to the interpretation and administration of the Plan and any grant made under it. The
Committee shall make, in its sole discretion, all determinations arising in the administration,
construction or interpretation of the Plan and Awards under the Plan, including the right to
construe disputed or doubtful Plan or Award terms and provisions, and any such determination shall
be conclusive and binding on all persons, except as otherwise provided by law. A majority of the
members of the Committee may determine its actions and fix the time and place of its meetings.



The Committee shall be authorized to make adjustments in Awards in recognition of unusual or
nonrecurring events affecting the Company or its financial statements or changes in applicable
laws, regulations or accounting principles. Except as provided in Section 11, the Committee shall
be authorized to make adjustments in Performance Award criteria or in the terms and conditions of
other Awards in recognition of unusual or nonrecurring events affecting the Company or its
financial statements or changes in applicable laws, regulations or accounting principles. The
Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or
any Award in the manner and to the extent it shall deem desirable to carry it into effect. In the
event that the Company shall assume outstanding employee benefit awards or the right or obligation
to make future such awards in connection with the acquisition of or combination with another
corporation or business entity, the Committee may, in its discretion, make such adjustments in the
terms of Awards under the Plan as it shall deem appropriate.



To the extent applicable, this Plan is intended to comply with the applicable requirements of Rule
16b-3 of the Exchange Act and Sections 162(m) and, and this Plan shall be limited, construed and
interpreted in a manner so as to comply therewith.



The Committee may include in any Award Agreement restrictions and conditions that provide for the
forfeiture of any Award or permits the Company to recover amounts from Participants who engage in
detrimental activity (as defined in the Award Agreement).



SECTION 4. SHARES SUBJECT TO THE PLAN




Subject to adjustment, 2,650,000 Shares shall be authorized for issuance of
Awards granted under the Plan (which includes, without limitation, Shares that
were authorized for issuance under the Plan prior to the amendment and
restatement of the Initial Plan). For purposes of determining the Share
reserve under this Section 4, each Share issued pursuant to an Award of
Restricted Stock, Performance Awards, Restricted Stock Units or deferred stock
units shall count as three Shares.


 


5









 





Any Shares issued hereunder may consist, in whole or in part, of authorized and
unissued Shares, treasury Shares or Shares purchased in the open market or
otherwise.



The maximum number of Shares subject to any Option, Stock Appreciation Right or
any equity-based Award that is intended to be “performance-based compensation”
within the meaning of Section 162(m)(4)(C) of the Code that may be granted to
each Participant shall not exceed 1,000,000 Shares (subject to adjustment as
provided below) during any one year period, of which up to 350,000 (subject to
adjustment as provided below) may be used for Restricted Stock, Restricted
Stock Units, deferred stock units and equity-based Performance Awards that are
intended to be “performance-based compensation” within the meaning of Section
162(m)(4)(C) of the Code. With respect to non-equity based Performance Awards
settled in cash that are intended to be “performance-based compensation” within
the meaning of Section 162(m)(4)(C) of the Code, the maximum amount that may be
paid to each Participant during each fiscal year of the Company with respect to
such Awards is $5,000,000.



In the event of any merger, reorganization, consolidation, recapitalization,
stock dividend, stock split, reverse stock split, spin-off or similar
transaction or other change in corporate structure affecting the Shares, such
adjustments and other substitutions shall be made to the Plan and to Awards as
the Committee deems equitable or appropriate in good faith, including, without
limitation, such adjustments in the aggregate number, class and kind of
securities that may be delivered under the Plan, in the aggregate or to any one
Participant, in the number, class, kind and option or exercise price of
securities subject to outstanding Awards granted under the Plan (including, if
the Committee deems appropriate, the substitution of similar options to
purchase the shares of, or other awards denominated in the shares of, another
company) as the Committee may determine to be appropriate in its sole
discretion; provided, however, that the number of Shares subject to any Award
shall always be a whole number and further provided that in no event may any
change be made to an Incentive Stock Option that would constitute a
modification within the meaning of Section 424(h)(3) of the Code or to an
Option that would constitute a modification within the meaning of Section 409A
of the Code.



If an Award should expire, become forfeited or become unexercisable for any
reason without having been exercised or nonforfeitable in full, the unpurchased
shares that are subject thereto shall, unless the Plan shall have been
terminated, become available for future grant under the Plan.



The number of Shares available for the purpose of Awards under the Plan shall
be reduced by (i) the total number of Options or Stock Appreciation Rights
exercised, regardless of whether any of the Shares underlying such Awards are
not actually issued to the Participant as the result of a net settlement, and
(ii) any Shares used to pay any exercise price or tax withholding obligation
with respect to any Award. In addition, the Company may not use the cash
proceeds it receives from Option exercises to repurchase Shares on the open
market for reuse under the Plan.



SECTION 5. ELIGIBILITY




Awards may be granted to eligible Employees, officers of the Company or an Affiliate, Consultants
and Directors, as determined by the Committee in its sole discretion. Incentive Stock Options may
be granted only to Employees or officers of the Company, the Parent or a Subsidiary.



Each Option shall be designated in the Award Agreement either an Incentive Stock Option or a
Nonqualified Stock Option. However, notwithstanding such designations, to the extent that the
aggregate Fair Market Value (determined as of the time of grant) of Shares with respect to which
Options designated as Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year (under all plans of the Company) exceeds $100,000, such excess shall be
treated as a separate Nonqualified Stock Option.



The Plan shall not confer upon any Participant any right with respect to continuation of
employment, consulting or directorship relationship with the Company, nor shall it interfere in any
way with such Participant’s right or the Company’s right to terminate his or her employment,
consulting or director relationship at any time, with or without cause.



 


6









 





SECTION 6. STOCK OPTIONS




Options may be granted hereunder to any Participant, either alone or in addition to other Awards
granted under the Plan and shall be subject to the following terms and conditions:



The Option price per Share shall be determined by the Committee on the date of
grant, but shall not be not less than the Fair Market Value of the Shares on
the date the Option is granted; provided, however, if an Incentive Stock Option
is granted to a Ten Percent Stockholder, the Option price per Share shall be no
less than 110% of the Fair Market Value of the Shares on the date the Option is
granted. The Award Agreement shall state the number of Shares subject to the
Option and the vesting term, as determined by the Committee. The
exercisability period for Incentive Stock Options shall not exceed ten years
from the grant date, provided, however, the term of an Incentive Stock Option
granted to a Ten Percent Stockholder may not exceed five years. A Nonqualified
Stock Option may be exercisable for a period of up to ten years. Subject to
Section 11, the Committee may in its discretion make any Options exercisable.



All Options shall terminate upon their expiration, their surrender, upon breach
by the Participant of any provisions of the Option, or in accordance with any
other rules and procedures incorporated into the terms and conditions governing
the Options as the Committee shall deem advisable or appropriate.



Options shall be exercisable only to the extent the Participant is vested
therein, subject to any restriction that the Committee shall determine and be
specified in the Award Agreement. Unless otherwise determined by the
Committee, an Option will be deemed exercised by the Participant, or in the
event of death, an option shall be deemed exercised by the estate of the
Participant, or by a person who acquired the right to exercise such option by
bequest or inheritance, upon delivery of (i) a written notice of exercise to
the Company or its representative, or by using other methods of notice as the
Committee shall adopt, and (ii) accompanying payment of the Option price as
follows: (1) in cash or by check, bank draft or money order payable to the
order of the Company; (2) solely to the extent permitted by applicable law, if
the Common Stock is traded on any national securities exchange, and the
Committee authorizes, through a procedure whereby the Participant delivers
irrevocable instructions to a broker reasonably acceptable to the Committee to
deliver promptly to the Company an amount equal to the purchase price; or (3)
on such other terms and conditions as may be acceptable to the Committee
(including, without limitation, the relinquishment of Options or by payment in
full or in part in the form of Shares for which the Participant has good title
free and clear of any liens and encumbrances) based on the Fair Market Value of
the Shares on the payment date as determined by the Committee). No Shares
shall be issued until payment therefor, as provided herein, has been made or
provided for in accordance with any restrictions as the Committee shall adopt.
The notice of exercise, once delivered, shall be irrevocable.



Except as otherwise provided herein or unless otherwise determined by the
Committee at grant, Options that are not vested as of the date of a
Participant’s Termination for any reason shall terminate and expire as of the
date of such Termination. The Option shall also be subject to such other terms
and conditions, as the Committee shall deem advisable or appropriate,
consistent with the provisions of the Plan as herein set forth. In addition,
Incentive Stock Options shall contain such other provisions as may be necessary
to meet the requirements of the Code and the Treasury Department rulings and
regulations issued hereunder with respect to Incentive Stock Options.



Unless otherwise determined by the Committee at grant, all Options granted to a
Participant (other than a Director) will vest in accordance with the vesting
schedule provided in the Award Agreement, and upon such Participant’s
Termination, all then vested Options will remain exercisable as follows,
subject to the original stated term of the Option: (i) three years in the event
of Retirement; (ii) one year in the event of the Participant’s death (in which
case the Participant’s estate or legal representative may exercise such
Option); or (iii) three months for any other Termination (other than for
Cause).



Unless otherwise determined by the Committee at grant, all Options granted to a
Director shall vest as follows: (i) one-third on each anniversary of the grant
date, provided that the Participant remains a Director on each applicable
vesting date; and (ii) all outstanding Options shall immediately vest upon
Retirement, failure to be re-elected or death.



Unless otherwise determined by the Committee at grant, upon a Director’s
Termination all then vested Options shall remain exercisable as follows,
subject to the original stated term of the Option: (i) five years in the event
of the Retirement of a Director; or (ii) one year in the event of the
Participant’s death (in which case the Participant’s estate or legal
representative may exercise such Option), voluntary resignation that is not
considered Retirement or failure to be re-elected.



To the extent that the Participant was not entitled to exercise the Option at
the date of such Termination, or if Participant does not exercise such Option
to the extent so entitled within the time specified herein, the Option shall
terminate.



Unless otherwise determined by the Committee at grant, in the event of a
Termination for Cause, all outstanding Options (whether vested or unvested)
shall immediately terminate upon such Termination.


 


7









 





Subject to the terms and conditions and within the limitations of the Plan, the
Committee may, in its sole discretion (i) modify, extend or renew outstanding
Options (provided that the rights of a Participant are not reduced without his
or her consent and provided that such action does not extend the Option beyond
its stated term), and (ii) accept the surrender of outstanding Options (up to
the extent not theretofore exercised) and authorize the granting of new Options
in substitution therefor (to the extent not theretofore exercised).
Notwithstanding anything herein to the contrary, an outstanding Option may not
be modified to reduce the exercise price thereof nor may a new Option at a
lower price be substituted for a surrendered Option (other than adjustments or
substitutions in accordance with the fourth paragraph of Section 4), unless
such action is approved by the stockholders of the Company.



SECTION 7. RESTRICTED STOCK




A Restricted Stock Award shall be subject to restrictions (if any) imposed by
the Committee at the time of grant for a period of time specified by the
Committee (the “Restriction Period”). Restricted Stock Awards may be issued
hereunder to Participants for no cash consideration or for such minimum
consideration as may be required by applicable law, either alone or in addition
to other Awards granted under the Plan. Any Restricted Stock grant shall also
be subject to such other terms and conditions, as the Committee shall deem
advisable or appropriate, consistent with the provisions of the Plan as herein
set forth.



Any Restricted Stock issued hereunder may be evidenced in such manner, as the
Committee, in its sole discretion, shall deem appropriate, including, without
limitation, book entry registration or issuance of a stock certificate or
certificates. In the event any stock certificates are issued in respect of
Shares of Restricted Stock awarded under the Plan, such certificates shall be
registered in the name of the Participant and shall bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such Award.



Except as otherwise provided in an Award Agreement, the Participant shall
possess all incidents of ownership with respect to Shares of Restricted Stock
during the Restriction Period, including the right to receive or reinvest
dividends with respect to such Shares (which may be subject to the same
restrictions as the Restricted Stock) and to vote such Shares. Certificates
for unrestricted Shares shall be delivered to the Participant promptly after,
and only after, the Restriction Period shall expire without forfeiture in
respect of such Awards of Restricted Stock except as the Committee, in its sole
discretion, shall otherwise determine to use another system, such as book
entries by the transfer agent, as evidencing ownership of shares of Restricted
Stock.



During the Restriction Period, the recipient of such Award shall not be
permitted to sell, transfer, pledge, hypothecate or assign shares of Restricted
Stock awarded under the Plan except by will or the laws of descent and
distribution. Any attempt to dispose of any Restricted Stock in contravention
of any such restrictions shall be null and void and without effect.



The Restricted Stock Award Agreement shall contain such other terms, provisions
and conditions, not inconsistent with the Plan as may be determined by the
Committee in its sole discretion. In addition, the provisions of Restricted
Stock Award Agreement need not be the same with respect to each Participant.



The Committee shall establish the vesting schedule (if any) applicable to
Restricted Stock granted hereunder, which vesting schedule shall specify the
period of time, the increments in which a Participant shall vest in the
Restricted Stock and/or any applicable Performance Goal (as defined in Section
11) requirements, subject to any restrictions that the Committee shall
determine and specify in the applicable Award Agreement. The Committee may
also condition the grant of Restricted Stock upon the attainment of Performance
Goals. Any Restricted Stock Award that is intended to comply with the
“performance-based compensation” within the meaning of Section 162(m)(4)(C) of
the Code shall vest, or be granted, subject to the attainment of Section 162(m)
Performance Goals and Sections 11 and 13 hereof.



Unless otherwise determined by the Committee at grant, upon a Participant’s Termination for any
reason during the Restriction Period, all unvested Restricted Stock shall be forfeited.





 


8









 





SECTION 8. STOCK APPRECIATION RIGHTS




Stock Appreciation Rights may be granted hereunder to any Participant, either alone
(“freestanding”) or in addition to other Awards granted under the Plan and may, but need not,
relate to a specific Option granted under Section 6. The provisions of Stock Appreciation Rights
need not be the same with respect to each Participant. Any Stock Appreciation Right related to a
Nonqualified Stock Option may be granted at the same time such Option is granted or at any time
thereafter before exercise or expiration of such Option. Any Stock Appreciation Right related to an
Incentive Stock Option must be granted at the same time such Option is granted. In the case of any
Stock Appreciation Right related to any Option, the Stock Appreciation Right or applicable portion
thereof shall be
exercisable only at such time and to the extent of the related Option and shall terminate and no
longer be exercisable upon the Termination or exercise of the related Option, except that a Stock
Appreciation Right granted with respect to less than the full number of Shares covered by a related
Option shall not be reduced until and then only to the extent the exercise or termination of the
related Option exceeds the number of Shares not covered by the Stock Appreciation Right. The
Committee may impose such terms and conditions or restrictions on the grant of any Stock
Appreciation Right, as it shall deem advisable or appropriate; provided that a freestanding Stock
Appreciation Right shall not have an exercise price less than Fair Market Value of a Share on the
date of grant or a term of greater than ten years.



SECTION 9. RESTRICTED STOCK UNITS




Restricted Stock Units may be issued either alone, in addition to, or in tandem
with other Awards granted under the Plan and/or cash awards made outside of the
Plan. After the Committee determines that it will grant Restricted Stock Units
under the Plan, it shall determine the conditions and restrictions related to
the Award, including the Restricted Unit Period (as defined below) applicable
to the Award, the imposition, if any, of any performance—based condition
(including attainment of Performance Goals) or other restriction on the Award,
the number of Restricted Stock Units, which shall be set forth in an Award
Agreement.



With respect to an Award of Restricted Stock Units, which becomes
nonforfeitable due to the lapse of time, the Committee shall prescribe in the
Award Agreement, the period in which such Restricted Stock Unit becomes
nonforfeitable (the “Restricted Unit Period”). Notwithstanding any provision
to the contrary, the Restricted Stock Unit, which becomes nonforfeitable due to
the satisfaction of certain pre-established performance-based objectives or any
other conditions imposed by the Committee, the measurement date of whether such
performance-based objectives or other conditions have been satisfied shall be a
date no earlier than the first anniversary of the date of the award.



The Committee may also condition the grant of Restricted Stock Units upon the
attainment of Performance Goals. Any Restricted Stock Unit Award that is
intended to comply with the “performance-based compensation” within the meaning
of Section 162(m)(4)(C) of the Code shall vest, or be granted, subject to the
attainment of Section 162(m) Performance Goals and Sections 11 and 13 hereof.



A Participant who is awarded Restricted Stock Units shall possess no incidents
of ownership with respect to such Awards provided that the Award Agreement may
provide for payments in lieu of dividends to such Participant.



Awards that are valued by reference to, or are otherwise based on, Shares may
be granted hereunder to Participants, either alone or in addition to other
Awards granted under the Plan, and Restricted Stock Units shall also be
available as a form of payment in the settlement of other Awards granted under
the Plan. Restricted Stock Units may be paid in Shares, cash or any other form
of property, as the Committee shall determine. Subject to the provisions of
the Plan, the Committee shall have sole and complete authority to determine the
Employees, officers of the Company or an Affiliate, Directors or Consultants to
whom and the time or times at which such Awards shall be made, the number of
Shares to be granted pursuant to such Awards, and all other conditions of the
Awards. Any Restricted Stock Unit Awards shall be subject to such other terms
and conditions as the Committee shall deem advisable or appropriate, consistent
with the provisions of the Plan as herein set forth. Unless the Committee
determines otherwise to address specific considerations, Restricted Stock Unit
Awards granted under the Plan shall have a vesting period of not less than one
year.



Solely to the extent permitted by the Committee and pursuant to Section 409A of
the Code, a Participant may elect to defer the payment of Restricted Stock
Units in a manner that is intended to comply with Section 409A of the Code, as
determined by the Committee in its sole discretion. Any Restricted Stock Unit
Award deferred by a Participant in accordance with the terms and conditions
established by the Committee shall not increase (between the date on which the
Restricted Stock Unit Award is credited to any deferred compensation program
applicable to such Participant and the payment date) by an amount that would
result in such deferral being deemed as an “increase in the amount of
compensation” under Section 162(m) of the Code.



Shares subject to Awards granted under this Section 9 may be issued for no cash
consideration or for such minimum consideration as may be required by
applicable law.





 


9









 





SECTION 10. FURTHER ELECTIONS




Each Director may elect to have all or any portion of their director compensation (as determined by
the Committee) to be received in the form of deferred Shares at the discretion of the Committee.
Such election must be made in writing subject to the rules prescribed by the Committee, which shall
be designed in a manner intended to comply with Section 409A of the Code. If a Participant elects
to
receive deferred Shares, the Company on account will hold such Shares for the Participant and the
deferred Shares will be maintained on behalf of the Director until the period the Participant has
elected in accordance with Section 409A of the Code. The period of deferral will be for a minimum
of one year. During the deferral period, the Participant will have no right to sell, transfer,
pledge, hypothecate or assign any rights under his or her deferred Shares and will have no other
rights of ownership therein.



SECTION 11. PERFORMANCE AWARDS




Performance Awards may be paid in cash, Shares, other property, or any combination thereof, and may
be subject to such other terms and conditions as the Committee shall deem advisable or appropriate,
consistent with the provisions of the Plan as set forth, in the sole discretion of the Committee at
the time of payment. The performance levels to be achieved for each Performance Period and the
amount of the Award to be distributed shall be conclusively determined by the Committee.
Performance Awards may be paid in a lump sum or in installments following the close of the
Performance Period or, in accordance with procedures established by the Committee, on a deferred
basis in a manner intended to comply with Section 409A of the Code. Any Performance Award deferred
by a Participant in accordance with the terms and conditions established by the Committee shall not
increase (between the date on which the Performance Award is credited to any deferred compensation
program applicable to such Participant and the payment date) by an amount that would result in such
referral being deemed as an “increase in the amount of compensation” under Section 162(m) of the
Code. The Committee may designate whether any Performance Award, either alone or in addition to
other Awards granted under the Plan, being granted to any Employee or officer of the Company or an
Affiliate is intended to be “performance-based compensation” as that term is used in Section 162(m)
of the Code. Any such awards designated to be “performance-based compensation” shall be conditioned
on the achievement of one or more performance measures, to the extent required by Code Section
162(m), and shall be issued in accordance with Section 13.



Unless otherwise determined by the Committee, the grant, vesting and/or exercisability of
Performance Awards shall be conditioned, in whole or in part, on the attainment of performance
targets, in whole or in part, related to one or more performance goals over a Performance Period.
For any such Performance Awards that are intended to qualify as “performance-based compensation”
within the meaning of Section 162(m)(4)(C) of the Code, the performance targets on which the grant,
vesting and/or exercisability are conditioned shall be selected by the Committee from among the
following goals (the “Section 162(m) Performance Goals”): enterprise value or value creation
targets of the Company, Operating Income before Depreciation and Amortization, Operating Income,
Free Cash Flow, Net Income, Net Income Per Share, Revenues, earnings per share, total shareholder
return, return on equity, share price, return in excess of cost of capital, profit in excess of
cost of capital, return on assets, return on invested capital, operating margin, or any combination
thereof, or in reference to other companies or indices. In addition, for any Awards not intended
to qualify as “performance-based compensation” within the meaning of Section 162(m)(4)(C) of the
Code, the Committee may establish performance targets based on other performance goals as it deems
appropriate (together with the Section 162(m) Performance Goals, the “Performance Goals”). The
Performance Goals may be described in terms of objectives that are related to the individual
Participant or objectives that are Company-wide measured on an absolute or cumulative basis or on
the basis of percentage of improvement over time, or measured relative to selected peer companies
or a market index.



The Committee retains the right to reduce any Award below the maximum amount that could be paid
based on the degree to which the Performance Goals related to such Award were attained. The
Committee may not increase any Award intended to qualify as “performance-based compensation” within
the meaning of Section 162(m)(4)(C) of the Code in any manner that would adversely affect the
treatment of such Award.



In the event that, during any Performance Period, any recapitalization, reorganization, merger,
acquisition, divestiture, consolidation, spin-off, combination, liquidation, dissolution, sale of
assets or other similar corporate transaction or event, or any other extraordinary event or
circumstance occurs which has the effect, as determined by the Committee, in its sole and absolute
discretion, of distorting the applicable performance criteria involving the Company, including,
without limitation, changes in accounting standards, the Committee may adjust or modify, as
determined by the Committee, in its sole and absolute discretion, the calculation of the
Performance Goals, to the extent necessary to prevent reduction or enlargement of the Participant’s
Awards under the Plan for such Performance Period attributable to such transaction, circumstance or
event. With regard to an Award that is intended to comply with Section 162(m) of the Code, to the
extent any such provision set forth in the prior sentence would create impermissible discretion
under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision
shall be of no force or effect. All determinations that the Committee makes pursuant to this
Section shall be conclusive and binding on all persons for all purposes.


 


10









 





SECTION 12. CHANGE IN CONTROL PROVISIONS




Unless the Committee shall determine otherwise at the time of grant with
respect to a particular Award, upon a Change in Control, a Participant’s
unvested Award shall not vest and a Participant’s Award shall be treated in
accordance with one of the following methods as determined by the Committee in
its sole discretion:




	(i)	 	Awards, whether or not then vested, shall be continued,
assumed, or have new rights substituted therefor, as determined
by the Committee in its sole discretion, and restrictions to
which any Award granted prior to the Change in Control are
subject shall not lapse upon a Change in Control and the Award
shall, where appropriate in the sole discretion of the
Committee, receive the same distribution as other Shares on
such terms as determined by the Committee; provided that, the
Committee may, in its sole discretion, decide to award
additional Restricted Stock or other Award in lieu of any cash
distribution; provided further, that any such award shall be
done in a manner intended to comply with, or be exempt from,
Code Section 409A. Notwithstanding anything to the contrary
herein, for purposes of Incentive Stock Options and
Non-Qualified Stock Options, any assumed or substituted
Incentive Stock Option and Non-Qualified Stock Option shall
comply with the requirements of Treasury Regulation § 1.424-1
and Treasury Regulation § 1.409A-1(b)(5)(v) and any amendments
thereto, respectively.

	 
	(ii)	 	The Committee, in its sole discretion, may provide for the
purchase or cancellation of any Awards by the Company or an
Affiliate for an amount of cash equal to the excess of the
Change in Control Price (as defined below) of the Shares
covered by such Awards, over the aggregate exercise price of
such Awards. For purposes of this Section 12, Change in
Control Price shall mean the price per Share paid in any
transaction related to a Change in Control of the Company.

	 
	(iii)	 	The Committee may, in its sole discretion, provide for the
cancellation of any Awards without payment, if the Change in
Control Price is less than the exercise price of such Award;
and

	 
	(iv)	 	Notwithstanding anything else herein, the Committee may, in its
sole discretion, provide for accelerated vesting or lapse of
restrictions, of an Award at any time.






Notwithstanding any other provision of the Plan, in the event of a merger or
consolidation in which the Company is not the surviving entity or in the event
of any transaction that results in the acquisition of substantially all of the
Company’s outstanding Shares by any “person” or “group” (as such terms are used
in Sections 13(d) and 14(d) of the Exchange Act), or in the event of the sale
or transfer of all or substantially all of the Company’s assets (all of the
foregoing being referred to as an “Acquisition Event”), then the Committee may,
in its sole discretion, terminate all outstanding and unexercised Awards
effective as of the date of the Acquisition Event, by delivering notice of
termination to each Participant at least 20 days prior to the date of
consummation of the Acquisition Event, in which case during the period from the
date on which such notice of termination is delivered to the consummation of
the Acquisition Event, each such Participant shall have the right to exercise
in full all of his or her Awards that are then outstanding (without regard to
any limitations on exercisability otherwise contained in the Award Agreements),
but any such exercise shall be contingent on the occurrence of the Acquisition
Event, and, provided that, if the Acquisition Event does not take place within
a specified period after giving such notice for any reason whatsoever, the
notice and exercise pursuant thereto shall be null and void. If an Acquisition
Event occurs but the Committee does not terminate the outstanding Awards
pursuant to this paragraph, then the other provisions of this Section 12 shall
apply, as determined by the Committee.



SECTION 13. CODE SECTION 162(m) PROVISIONS




Notwithstanding any other provision of the Plan, if the Committee determines at
the time, a Performance Award is granted to a Participant who is then an
officer that such Participant is, or is likely to be as of the end of the tax
year in which the Company would ordinarily claim a tax deduction in connection
with such Award, a Covered Employee, then the Committee may provide that this
Section 13 is applicable to such Award.



If a Performance Award is subject to this Section 13, then the lapsing of
restrictions thereon and the distribution of cash, Shares or other property
pursuant thereto, as applicable, shall be subject to the achievement of one or
more Section 162(m) Performance Goals.



The Committee shall have the power to impose such other restrictions on Awards
subject to this Section 13, as it may deem necessary or appropriate to ensure
that such Awards qualify as “performance-based compensation” within the meaning
of Section 162(m)(4)(C) of the Code.


 


11









 





Notwithstanding the foregoing, if any Award is intended to comply with the
“performance based” compensation exception under Section 162(m)(4)(C) of the
Code and if the grant of such Award or the lapse of restrictions is based on
the attainment of Section 162(m) Performance Goals, the Committee shall
establish such goals and the applicable number of Awards to be granted or the
applicable vesting percentage of the Award applicable to each Participant or
class of Participants in writing prior to the beginning of the applicable
fiscal year or at such later date as otherwise determined by the Committee and
while the outcome of the Section 162(m) Performance Goals are substantially
uncertain in accordance with Section 162(m) of the Code.



SECTION 14. AMENDMENTS AND TERMINATION




The Board or the Committee may amend, alter, suspend, discontinue or terminate the Plan or any
portion thereof at any time; provided, however, that no such amendment, alteration, suspension,
discontinuation or termination shall be made without (a) stockholder approval if such approval is
necessary to qualify for or comply with applicable law or stock exchange rules (including without
limitation, Section 162(m) of the Code and with respect to Incentive Stock Options, Section 422 of
the Code), or (b) the consent of the affected Participant, if such action would materially impair
the rights of such Participant under any outstanding Award. Notwithstanding the foregoing, the
Committee may amend this Plan and any Award Agreement to comply with applicable law, including,
without limitation, Section 409A of the Code and may amend any Award Agreement at any time without
a Participant’s consent.



The Committee may delegate to another committee (or subcommittee), as it may appoint, the authority
to take any action consistent with the terms of the Plan, either before or after an Award has been
granted, which such other committee (or subcommittee) deems necessary or advisable to comply with
any government laws or regulatory requirements of a foreign country, including but not limited to,
granting Awards, modifying or amending the terms and conditions governing any Awards, or
establishing any local country plans as sub-plans to this Plan. In addition, under all
circumstances, the Committee may make non-substantive administrative changes to the Plan as to
conform with or take advantage of governmental requirements, statutes or regulations.



SECTION 15. DIVIDENDS




Subject to the provisions of the Plan and any Award Agreement, the recipient of an Award
(including, without limitation, any deferred Award) may, if so determined by the Committee, be
entitled to receive, currently or on a deferred basis, cash or stock dividends, or cash payments in
amounts equivalent to cash or stock dividends on Shares (“dividend equivalents”) with respect to
the number of Shares covered by the Award, as determined by the Committee, in its sole discretion,
and the Committee may provide that such amounts (if any) shall be deemed to have been reinvested in
additional Shares or otherwise reinvested; provided, however, that the dividend equivalents are
structured in a manner intended to comply with, or be exempt from, Section 409A of the Code.



SECTION 16. GENERAL PROVISIONS





	(a)	 	The Committee shall determine and set
forth in an Award Agreement the terms and
conditions of each Award. Each Agreement
(i) shall state the date of grant and the
name of the Participant, (ii) shall
specify the terms of the Award, (iii)
shall be signed by a person designated by
the Committee and, if so required by the
Committee, by the Participant, (iv) shall
incorporate the Plan by reference and (v)
shall be delivered or otherwise made
available to the Participant. The
Agreement shall contain such other terms
and conditions as are required by the
Plan and, in addition, such other terms
not inconsistent with the Plan as the
Committee may deem advisable. The
Committee shall have the authority to
adjust the terms of the Award Agreements
relating to an Award in a jurisdiction
outside of the United States (i) to
comply with the laws or such jurisdiction
or (ii) to obtain more favorable tax
treatment for the Company and/or any
Subsidiary, as applicable, and/or for the
Participants in such jurisdiction. Such
authority shall be notwithstanding the
fact that the requirements of the local
jurisdiction may be more restrictive than
the terms set forth in the Plan.

	 
	(b)	 	An Award may not be sold, pledged,
assigned, hypothecated, transferred, or
disposed of in any manner other than by
will or by the laws of descent or
distribution and may be exercised, during
the lifetime of the Participant, only by
the Participant; provided that the
Committee, in its sole discretion, may
permit additional transferability, on a
general or specific basis, and may impose
conditions and limitations on any
permitted transferability.

	 
	(c)	 	No Participant shall have the right to be
selected to receive an Option or other
Award under this Plan or, having been so
selected, to be selected to receive a
future Award grant or Option. The Awards
under this Plan are not intended to be
treated as compensation for any purpose
under any other Company plan.

	 
	(d)	 	No Participant shall have any claim to be
granted any Award under the Plan, and
there is no obligation for uniformity of
treatment of Participants under the Plan.





 


12









 





	(e)	 	The prospective recipient of any Award
under the Plan shall not, with respect to
such Award, be deemed to have become a
Participant, or to have any rights with
respect to such Award, until and unless
the Committee shall have acted to grant
such Award and, to the extent required by
the Committee, such recipient shall have
accepted any Award Agreement or other
instrument evidencing the Award.

	 
	(f)	 	Nothing in the Plan or any Award granted
under the Plan shall be deemed to
constitute an employment or service
contract or confer or be deemed to confer
on any Participant any right to continue
in the employ or service of, or to
continue any other relationship with, the
Company or any Affiliate or limit in any
way the right of the Company or any
Affiliate to terminate a Participant’s
service at any time, with or without
cause.

	 
	(g)	 	All certificates for Shares delivered
under the Plan pursuant to any Award
shall be subject to such stock-transfer
orders and other restrictions as the
Committee may deem advisable under the
rules, regulations and other requirements
of the Securities and Exchange
Commission, any stock exchange upon which
the Shares are then listed, and any
applicable federal or state securities
law, and the Committee may cause a legend
or legends to be put on any such
certificates to make appropriate
reference to such restrictions.

	 
	(h)	 	No Award granted hereunder shall be
construed as an offer to sell securities
of the Company, and no such offer shall
be outstanding, unless and until the
Committee in its sole discretion has
determined that any such offer, if made,
would comply with all applicable
requirements of the U.S. federal
securities laws and any other laws to
which such offer, if made, would be
subject.

	 
	(i)	 	This Plan is intended to constitute an “unfunded” plan
and nothing contained herein shall give any such
Participant any rights that are greater than those of a
general unsecured creditor of the Company.

	 
	(j)	 	The Company shall be authorized to withhold from any
Award granted or payment due under the Plan the amount of
withholding taxes due in respect of an Award or payment
hereunder and to take such other action as may be
necessary in the opinion of the Company or Affiliate to
satisfy all obligations for the payment of such taxes.
The Committee shall be authorized to establish procedures
for election by Participants to satisfy such obligation
for the payment of such taxes by delivery of or transfer
of Shares to the Company (to the extent the Participant
has owned the surrendered shares for more than six months
if such a limitation is necessary to avoid a charge to
the Company for financial reporting purposes), or by
directing the Company to retain Shares (up to the
employee’s minimum required tax withholding rate)
otherwise deliverable in connection with the Award. At
the discretion of the Committee, any statutorily required
withholding obligation with regard to any Participant may
be satisfied by reducing the number of Shares otherwise
deliverable pursuant to an Award. Any fraction of a
Share required to satisfy such tax obligations shall be
disregarded and the amount due shall be paid instead in
cash by the Participant.

	 
	(k)	 	Nothing contained in the Plan shall prevent the Committee
or the Board from adopting other or additional
compensation arrangements, subject to stockholder
approval if such approval is required; and such
arrangements may be either generally applicable or
applicable only in specific cases.

	 
	(l)	 	Any Award may not be exercised at a time when the
exercise thereof or the issuance of shares thereunder
would constitute a violation of any federal or state law
or listing requirements of any applicable national
securities exchange for such shares or a violation of any
foreign jurisdiction where Awards are or will be granted
under the Plan. The provisions of the Plan shall be
construed, regulated and administered according to the
laws of the State of New York without giving effect to
principles of conflicts of law, except to the extent
superseded by any controlling Federal statute.

	 
	(m)	 	If any provision of the Plan is or becomes or is deemed invalid,
illegal or unenforceable in any jurisdiction, or would disqualify the
Plan or any Award under any law deemed applicable by the Committee,
such provision shall be construed or deemed amended to conform to
applicable laws or if it cannot be construed or deemed amended
without, in the determination of the Committee, materially altering
the intent of the Plan, it shall be stricken and the remainder of the
Plan shall remain in full force and effect.

	 
	(n)	 	Awards may be granted to Participants who are foreign nationals or
employed outside the United States, or both, on such terms and
conditions different from those applicable to Awards to Employees or
officers of the Company or an Affiliate employed in the United States
as may, in the judgment of the Committee, be necessary or desirable in
order to recognize differences in local law or tax policy. The
Committee also may impose conditions on the exercise or vesting of
Awards in order to minimize the Company’s obligation with respect to
tax equalization for Employees or officers of the Company or an
Affiliate on assignments outside their home country.

	 
	(o)	 	If approved by the Committee in its sole discretion, an absence or
leave of an Employee (or officer of the Company or an Affiliate)
because of military or governmental service, disability or other
reason shall not be considered an interruption of service for any
purpose under the Plan.






SECTION 17. TERM OF PLAN




The Plan shall terminate on the tenth anniversary of the Restatement Date, unless sooner terminated
by the Board pursuant to Section 14, provided that Awards granted prior to such anniversary may
extend beyond such date; provided that no Award (other than Options or Stock Appreciation Rights)
that is intended to be “performance-based” under Section 162(m) of the Code shall be granted on or
after the first stockholder meeting that occurs in the fifth year following the year of
stockholder approval of the Plan, as amended and restated herein, unless and until the Performance
Goals are reapproved (or other designated performance criteria are approved) by the
Company’s stockholders. In the event that any such Award is granted, the Award shall be a valid
Award but it shall not qualify for the “performance-based compensation” exception under Section
162(m) of the Code unless it is granted subject to the approval of, and is approved by, the
stockholders at the first stockholder meeting following such grant.


 


13









 





SECTION 18. COMPLIANCE WITH SECTION 16




With respect to Participants subject to Section 16 of the Exchange Act (“Members”), transactions
under the Plan are intended to comply with all applicable conditions of Rule 16b-3 or its
successors under the Exchange Act. To the extent that compliance with any Plan provision applicable
solely to such Members that is included solely for purposes of complying with Rule 16b-3 is not
required in order to bring a transaction by such Member in compliance with Rule 16b-3, it shall be
deemed null and void as to such transaction, to the extent permitted by law and deemed advisable by
the Committee. To the extent any provision in the Plan or action by the Committee involving such
Members is deemed not to comply with an applicable condition of Rule 16b-3, it shall be deemed null
and void as to such Members, to the extent permitted by law and deemed advisable by the Committee.



SECTION 19. SECTION 409A OF THE CODE




Although the Company does not guarantee the particular tax treatment of an Award granted under the
Plan, Awards made under the Plan are intended to comply with, or be exempt from, the applicable
requirements of Section 409A of the Code and the Plan and any Award agreement hereunder shall be
limited, construed and interpreted in accordance with such intent. In no event whatsoever shall
the Company or any of its Affiliates be liable for any additional tax, interest or penalties that
may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply
with Section 409A of the Code.


 


14