ex10-2.htm


    Exhibit 10.2

     

    NEW
YORK MORTGAGE TRUST, INC.

    


    2010
STOCK INCENTIVE PLAN

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    TABLE OF
CONTENTS

    SectionPage

    


    
      
        	

                Article
      I DEFINITIONS

              	1
	
                 
      1.01.

              	
                Acquiring
      Person

              	
                1

              
	
                 
      1.02.

              	
                Affiliate

              	
                1

              
	
                 
      1.03.

              	
                Agreement

              	
                1

              
	
                 
      1.04.

              	
                Associate

              	
                1

              
	
                 
      1.05.

              	
                Board

              	
                1

              
	
                 
      1.06.

              	
                Change
      in Control

              	
                1

              
	
                 
      1.07.

              	
                Code

              	
                2

              
	
                 
      1.08.

              	
                Committee

              	
                2

              
	
                 
      1.09.

              	
                Common
      Stock

              	
                2

              
	
                 
      1.10.

              	
                Company

              	
                2

              
	
                 
      1.11.

              	
                Continuing
      Director

              	
                2

              
	
                 
      1.12.

              	
                Control
      Change Date

              	
                2

              
	
                 
      1.13.

              	
                Corresponding
      SAR

              	
                3

              
	
                 
      1.14.

              	
                Exchange
      Act

              	
                3

              
	
                 
      1.15.

              	
                Fair
      Market Value

              	
                3

              
	
                 
      1.16.

              	
                Incentive
      Award

              	
                3

              
	
                 
      1.17.

              	
                Initial
      Value

              	
                3

              
	
                 
      1.18.

              	
                Option

              	
                3

              
	
                 
      1.19.

              	
                Participant

              	
                3

              
	
                 
      1.20.

              	
                Performance
      Shares

              	
                4

              
	
                 
      1.21.

              	
                Person

              	
                4

              
	
                 
      1.22.

              	
                Plan

              	
                4

              
	
                 
      1.23.

              	
                Related
      Entity

              	
                4

              
	
                 
      1.24.

              	
                SAR

              	
                4

              
	
                 
      1.25.

              	
                Stock
      Award

              	
                4

              
	
                Article
      II PURPOSES

              	5
	
                Article
      III ADMINISTRATION

              	6
	
                Article
      IV ELIGIBILITY

              	7
	
                Article
      V COMMON STOCK SUBJECT TO PLAN

              	8
	
                 
      5.01.

              	
                Common
      Stock Issued

              	
                8

              
	
                 
      5.02.

              	
                Aggregate
      Limit

              	
                8

              
	
                 
      5.03.

              	
                Individual
      Limit

              	
                8

              
	
                 
      5.04.

              	
                Reallocation
      of Shares

              	
                8

              
	
                Article
      VI OPTIONS

              	10
	
                 
      6.01.

              	
                Award

              	
                10

              
	
                 
      6.02.

              	
                Option
      Price

              	
                10

              
	
                 
      6.03.

              	
                Maximum
      Option Period

              	
                10

              


         

        
          
            
            

          

          
            -i-

            
              

            

          

          
            
            

          

        

         

        	
                 
      6.04.

              	
                Nontransferability

              	
                10

              
	
                 
      6.05.

              	
                Transferable
      Options

              	
                10

              
	
                 
      6.06.

              	
                Employee
      Status

              	
                11

              
	
                 
      6.07.

              	
                Exercise

              	
                11

              
	
                 
      6.08.

              	
                Payment

              	
                11

              
	
                 
      6.09.

              	
                Stockholder
      Rights

              	
                12

              
	
                 
      6.10.

              	
                Disposition
      of Shares

              	
                12

              
	
                Article
      VII SARS

              	13
	
                 
      7.01.

              	
                Award

              	
                13

              
	
                 
      7.02.

              	
                Maximum
      SAR Period

              	
                13

              
	
                 
      7.03.

              	
                Nontransferability

              	
                13

              
	
                 
      7.04.

              	
                Transferable
      SARs

              	
                13

              
	
                 
      7.05.

              	
                Exercise

              	
                14

              
	
                 
      7.06.

              	
                Employee
      Status

              	
                14

              
	
                 
      7.07.

              	
                Settlement

              	
                14

              
	
                 
      7.08.

              	
                Stockholder
      Rights

              	
                14

              
	
                Article
      VIII STOCK AWARDS

              	15
	
                 
      8.01.

              	
                Award

              	
                15

              
	
                 
      8.02.

              	
                Vesting

              	
                15

              
	
                 
      8.03.

              	
                Performance
      Objectives

              	
                15

              
	
                 
      8.04.

              	
                Employee
      Status

              	
                15

              
	
                 
      8.05.

              	
                Stockholder
      Rights

              	
                16

              
	
                Article
      IX PERFORMANCE SHARE AWARDS

              	17
	
                 
      9.01.

              	
                Award

              	
                17

              
	
                 
      9.02.

              	
                Earning
      the Award

              	
                17

              
	
                 
      9.03.

              	
                Payment

              	
                17

              
	
                 
      9.04.

              	
                Stockholder
      Rights

              	
                17

              
	
                 
      9.05.

              	
                Nontransferability

              	
                18

              
	
                 
      9.06.

              	
                Transferable
      Performance Shares

              	
                18

              
	
                 
      9.07.

              	
                Employee
      Status

              	
                18

              
	
                Article
      X INCENTIVE AWARDS

              	19
	
                 
      10.01.

              	
                Award

              	
                19

              
	
                 
      10.02.

              	
                Terms
      and Conditions

              	
                19

              
	
                 
      10.03.

              	
                Nontransferability

              	
                19

              
	
                 
      10.04.

              	
                Transferable
      Incentive Awards

              	
                19

              
	
                 
      10.05.

              	
                Employee
      Status

              	
                20

              
	
                 
      10.06.

              	
                Stockholder
      Rights

              	
                20

              


         

        
          
            
            

          

          
            -ii-

            
              

            

          

          
            
            

          

        

         

        	
                Article
      XI ADJUSTMENT UPON CHANGE IN COMMON STOCK

              	 
      21
	
                Article
      XII COMPLIANCE WITH LAW AND APPROVAL OF REGULATORY BODIES

              	 
      22
	
                Article
      XIII GENERAL PROVISIONS

              	 
      23
	
                 
      13.01.

              	
                Effect
      on Employment and Service

              	
                23

              
	
                 
      13.02.

              	
                Unfunded
      Plan

              	
                23

              
	
                 
      13.03.

              	
                Rules
      of Construction

              	
                23

              
	
                 
      13.04.

              	
                Code
      Section 409A

              	
                23

              
	
                Article
      XIV CHANGE IN CONTROL

              	 
      25
	
                 
      14.01.

              	
                Impact
      of Change in Control.

              	
                25

              
	
                 
      14.02.

              	
                Assumption
      Upon Change in Control.

              	
                25

              
	
                 
      14.03.

              	
                Cash-Out
      Upon Change in Control.

              	
                25

              
	
                 
      14.04.

              	
                Limitation
      of Benefits

              	
                25

              
	
                Article
      XV AMENDMENT

              	 
      28
	
                Article
      XVI DURATION OF PLAN

              	 
      29
	
                Article
      XVII EFFECTIVE DATE OF PLAN

              	 
      30


      

    

     

    
      
        
        

      

      
        -iii-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
I

    DEFINITIONS

     

    
      	
              1.01.

            	
              Acquiring
      Person

            


    

     

    Acquiring
Person means that a Person, considered alone or as part of a “group” within the
meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended,
is or becomes directly or indirectly the beneficial owner (as defined in Rule
13d-3 under the Exchange Act) of securities representing at least fifty percent
(50%) of the Company’s then outstanding securities entitled to vote generally in
the election of the Board.

     

    
      	
              1.02.

            	
              Affiliate

            


    

     

    Affiliate
means any “subsidiary” or “parent” corporation (as such terms are defined in
Section 424 of the Code) of the Company.

     

    
      	
              1.03.

            	
              Agreement

            


    

     

    Agreement
means a written agreement (including any amendment or supplement thereto)
between the Company and a Participant specifying the terms and conditions of a
Stock Award, an award of Performance Shares, an Incentive Award or an Option or
SAR granted to such Participant.

     

    
      	
              1.04.

            	
              Associate

            


    

     

    Associate,
with respect to any Person, is defined in Rule 12b-2 of the General Rules and
Regulations under the Exchange Act.  An Associate does not include the
Company or a majority-owned subsidiary of the Company.

     

    
      	
              1.05.

            	
              Board

            


    

     

    Board
means the Board of Directors of the Company.

     

    
      	
              1.06.

            	
              Change
      in Control

            


    

     

    “Change
in Control” means (i) a Person is or becomes an Acquiring Person; (ii) a
transfer of all or substantially all of the Company’s total assets on a
consolidated basis, as reported in the Company’s consolidated financial
statements filed with the Securities and Exchange Commission; (iii) a merger,
consolidation, or statutory share exchange with a Person, regardless of whether
the Company is intended to be the surviving or resulting entity after the
merger, consolidation, or statutory share exchange, other than a transaction that
results in the voting securities of the Company carrying the right to vote in
elections of persons to the Board outstanding immediately prior to the closing
of the transaction continuing to represent (either by remaining outstanding or
by being converted into voting securities of the surviving entity) at least 50%
(fifty percent) of the Company’s voting securities carrying the right to vote in
elections of persons to the Company’s Board, or such securities of such
surviving entity, outstanding immediately after the closing of such transaction;
(iv) the Continuing Directors cease for any reason to constitute a majority of
the Board; or (v) a complete liquidation of the Company or a sale or liquidation
by the Company of all or substantially all of the Company’s assets.

     

    
      
        
        

      

      
        -1-

        
          

        

      

      
        
        

      

    

     

    If a Change in Control constitutes a
payment event with respect to any Option, SAR, Stock Award, Performance Share
Award or Incentive Award that provides for the deferral of compensation and is
subject to Section 409A of the Code, no payment will be made under that award on
account of a Change in Control unless the event described in (1), (2), (3) or
(4) above, as applicable, constitutes a “change in control event” under Treasury
Regulation Section 1.409A-3(i)(5).

     

    
      	
              1.07.

            	
              Code

            


    

     

    Code
means the Internal Revenue Code of 1986, and any amendments
thereto.

     

    
      	
              1.08.

            	
              Committee

            


    

     

    Committee
means the Compensation Committee of the Board.

     

    
      	
              1.09.

            	
              Common
      Stock

            


    

     

    Common
Stock means the common stock, par value $0.01 per share, of the
Company.

     

    
      	
              1.10.

            	
              Company

            


    

     

    Company
means New York Mortgage Trust, Inc., a Maryland corporation.

     

    
      	
              1.11.

            	
              Continuing
      Director

            


    

     

    Continuing
Director means any member of the Board, while a member of the Board and (i) who
was a member of the Board on the closing date of the Company’s initial public
offering of the Common Stock or (ii) whose nomination for or election to the
Board was recommended or approved by a majority of the Continuing
Directors.

     

    
      	
              1.12.

            	
              Control
      Change Date

            


    

     

    Control
Change Date means the date on which a Change in Control occurs.  If a
Change in Control occurs on account of a series of transactions, the “Control
Change Date” is the date of the last of such transactions.

     

    
      
        
        

      

      
        -2-

        
          

        

      

      
        
        

      

    

     

    
      	
              1.13.

            	
              Corresponding
      SAR

            


    

     

    Corresponding
SAR means an SAR that is granted in relation to a particular Option and that can
be exercised only upon the surrender to the Company, unexercised, of that
portion of the Option to which the SAR relates.

     

    
      	
              1.14.

            	
              Exchange
      Act

            


    

     

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

     

    
      	
              1.15.

            	
              Fair
      Market Value

            


    

     

    Fair
Market Value means, on any given date, the reported “closing” price of a share
of Common Stock on the New York Stock Exchange.  If, on any given
date, no share of Common Stock is traded on the New York Stock Exchange, then
Fair Market Value shall be determined with reference to the next preceding day
that the Common Stock was so traded.

     

    
      	
              1.16.

            	
              Incentive
      Award

            


    

     

    Incentive
Award means an award which, subject to such terms and conditions as may be
prescribed by the Committee, entitles the Participant to receive shares of
Common Stock or a cash payment from the Company or an Affiliate.

     

    
      	
              1.17.

            	
              Initial
      Value

            


    

     

    Initial
Value means, with respect to a Corresponding SAR, the option price per share of
the related Option and, with respect to an SAR granted independently of an
Option, the Fair Market Value of one share of Common Stock on the date of
grant.  Except as provided in Article XI, the Initial Value of an
outstanding SAR may not be reduced (by amendment, cancellation and new grant or
otherwise ) without the approval of shareholders.

     

    
      	
              1.18.

            	
              Option

            


    

     

    Option
means a stock option that entitles the holder to purchase from the Company a
stated number of shares of Common Stock at the price set forth in an
Agreement.

     

    
      	
              1.19.

            	
              Participant

            


    

     

    Participant
means an employee of the Company or an Affiliate, a non-employee member of the
Board, or an individual who provides services to the Company or an Affiliate and
who satisfies the requirements of Article IV and is selected by the Committee to
receive an award of Performance Shares, a Stock Award, an Option, an SAR, an
Incentive Award or a combination thereof.

     

    
      
        
        

      

      
        -3-

        
          

        

      

      
        
        

      

    

     

    
      	
              1.20.

            	
              Performance
      Shares

            


    

     

    Performance
Shares means an award, in the amount determined by the Committee, stated with
reference to a specified number of shares of Common Stock, that in accordance
with the terms of an Agreement entitles the holder to receive a cash payment or
shares of Common Stock or a combination thereof.

     

    
      	
              1.21.

            	
              Person

            


    

     

    “Person”
means any human being, firm, corporation, partnership, or other
entity.  “Person” also includes any human being, firm, corporation,
partnership, or other entity as defined in sections 13(d)(3) and 14(d)(2) of the
Exchange Act.  The term “Person” does not include the Company or any
Related Entity, and the term Person does not include any employee-benefit plan
maintained by the Company or any Related Entity, or any person or entity
organized, appointed, or established by the Company or any Related Entity for or
pursuant to the terms of any such employee-benefit plan, unless the Board
determines that such an employee-benefit plan or such person or entity is a
“Person”.

     

    
      	
              1.22.

            	
              Plan

            


    

     

    Plan
means the New York Mortgage Trust, Inc. 2010 Stock Incentive Plan.

     

    
      	
              1.23.

            	
              Related
      Entity

            


    

     

    Related
Entity means any entity that is part of a controlled group of corporations or is
under common control with the Company within the meaning of Sections 1563(a),
414(b) or 414(c) of the Code.

     

    
      	
              1.24.

            	
              SAR

            


    

     

    SAR means
a stock appreciation right that in accordance with the terms of an Agreement
entitles the holder to receive a number of shares of Common Stock, or in the
discretion of the Committee, a cash award, or a combination of shares of Common
Stock and cash based on the increase in the Fair Market Value of the shares
underlying the stock appreciation right during a stated period specified by the
Committee.  References to “SARs” include both Corresponding SARs and
SARs granted independently of Options, unless the context requires
otherwise.

     

    
      	
              1.25.

            	
              Stock
      Award

            


    

     

    Stock
Award means shares of Common Stock awarded to a Participant under
Article VIII.

     

    
      
        
        

      

      
        -4-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
II

    PURPOSES

     

    The Plan
is intended to assist the Company and its Affiliates in recruiting and retaining
individuals and other service providers with ability and initiative by enabling
such persons to participate in the future success of the Company and its
Affiliates and to associate their interests with those of the Company and its
stockholders.  The Plan is intended to permit the grant of both
Options qualifying under Section 422 of the Code (“incentive stock
options”) and Options not so qualifying, and the grant of SARs, Stock Awards,
Performance Shares and Incentive Awards in accordance with the Plan and
procedures that may be established by the Committee.  No Option that
is intended to be an incentive stock option shall be invalid for failure to
qualify as an incentive stock option.  The proceeds received by the
Company from the sale of shares of Common Stock pursuant to this Plan shall be
used for general corporate purposes.

     

    
      
        
        

      

      
        -5-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
III

    ADMINISTRATION

     

    The Plan
shall be administered by the Committee.  The Committee shall have
authority to grant Stock Awards, Performance Shares, Incentive Awards, Options
and SARs upon such terms (not inconsistent with the provisions of this Plan), as
the Committee may consider appropriate.  Such terms may include
conditions (in addition to those contained in this Plan), on the exercisability
of all or any part of an Option or SAR or on the transferability or
forfeitability of a Stock Award, an award of Performance Shares or an Incentive
Award.  Notwithstanding any such conditions, the Committee may, in its
discretion, accelerate the time at which any Option or SAR may be exercised, or
the time at which a Stock Award may become transferable or nonforfeitable or the
time at which an Incentive Award or award of Performance Shares may be
settled.  In addition, the Committee shall have complete authority to
interpret all provisions of this Plan; to prescribe the form of Agreements; to
adopt, amend, and rescind rules and regulations pertaining to the administration
of the Plan; and to make all other determinations necessary or advisable for the
administration of this Plan.  The express grant in the Plan of any
specific power to the Committee shall not be construed as limiting any power or
authority of the Committee.  Any decision made, or action taken, by
the Committee in connection with the administration of this Plan shall be final
and conclusive.  The members of the Committee shall not be liable for
any act done in good faith with respect to this Plan or any Agreement, Option,
SAR, Stock Award, Incentive Award or award of Performance Shares.  All
expenses of administering this Plan shall be borne by the Company.

     

    The
Committee, in its discretion, may delegate to one or more officers of the
Company all or part of the Committee’s authority and duties with respect to
grants and awards to individuals who are not subject to the reporting and other
provisions of Section 16 of the Exchange Act.  The Committee may
revoke or amend the terms of a delegation at any time but such action shall not
invalidate any prior actions of the Committee’s delegate or delegates that were
consistent with the terms of the Plan and the Committee’s prior
delegation.

     

    
      
        
        

      

      
        -6-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
IV

    ELIGIBILITY

     

    Any
employee of the Company or an Affiliate (including a corporation that becomes an
Affiliate after the adoption of this Plan) and any non-employee member of the
Board is eligible to participate in this Plan.  In addition, any other
individual who provides services to the Company or an Affiliate is eligible to
participate in this Plan if the Board, in its sole discretion, determines that
it is in the best interest of the Company.

     

    
      
        
        

      

      
        -7-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
V

    COMMON STOCK SUBJECT TO
PLAN

     

    
      	
              5.01.

            	
              Common
      Stock Issued

            


    

     

    Upon the
award of shares of Common Stock pursuant to a Stock Award or in settlement of an
award of Performance Shares, the Company may deliver to the Participant shares
of Common Stock or treasury shares from its authorized but unissued Common
Stock.  Upon the exercise of any Option or SAR, the Company may
deliver to the Participant (or the Participant’s broker if the Participant so
directs), shares of Common Stock from its authorized but unissued Common
Stock.

     

    
      	
              5.02.

            	
              Aggregate
      Limit

            


    

     

    (a)           The
maximum aggregate number of shares of Common Stock that may be issued under this
Plan is 1,190,000 shares.

     

    (b)           The
maximum aggregate number of shares of Common Stock that may be issued under this
Plan (including the number of additional shares made available on account of the
forfeiture or termination of awards granted under the Prior Plan) shall be
subject to adjustment as provided in Article XI.

     

    (c)           For
purposes of applying the foregoing limits, if an SAR is exercised and settled
with shares of Common Stock, the foregoing limits shall be reduced by the number
of shares for which the SAR was exercised rather than the number of shares of
Common Stock issued in settlement of the SAR.

     

    
      	
              5.03.

            	
              Individual
      Limit

            


    

     

    The
maximum number of shares of Common Stock for which awards may be granted to any
Participant in any calendar year is 250,000 shares.

     

    
      	
              5.04.

            	
              Reallocation
      of Shares

            


    

     

    
      
        
        

      

      
        -8-

        
          

        

      

      
        
        

      

    

     

    If an
Option is terminated, in whole or in part, for any reason other than its
exercise or the exercise of a Corresponding SAR that is settled with shares of
Common Stock, the number of shares of Common Stock allocated to the Option or
portion thereof may be reallocated to other Options, SARs, Performance Shares,
and Stock Awards to be granted under this Plan.  If an SAR is
terminated, in whole or in part, for any reason other than its exercise that is
settled with shares of Common Stock or the exercise of a related Option, the
number of shares of Common Stock allocated to the SAR or portion thereof may be
reallocated to other Options, SARs, Performance Shares, and Stock Awards to be
granted under this Plan.  If an award of Performance Shares is
terminated, in whole or in part, for any reason other than its settlement with
shares of Common Stock, the number of shares allocated to the Performance Share
award or portion thereof may be reallocated to other Options, SARs, Performance
Shares and Stock Awards to be granted under this Plan.  If a Stock
Award is forfeited, in whole or in part, for any reason, the number of shares of
Common Stock allocated to the Stock Award or portion thereof may be reallocated
to other Options, SARs, Performance Shares and Stock Awards to be granted under
this Plan.

     

    
      
        
        

      

      
        -9-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VI

    OPTIONS

     

    
      	
              6.01.

            	
              Award

            


    

     

    In
accordance with the provisions of Article IV, the Committee will designate each
individual to whom an Option is to be granted and will specify the number of
shares of Common Stock covered by such awards.

     

    
      	
              6.02.

            	
              Option
      Price

            


    

     

    The price
per share of Common Stock purchased on the exercise of an Option shall be
determined by the Committee on the date of grant, but shall not be less than the
Fair Market Value on the date the Option is granted.  Except as
provided in Article XI, the price per share of an outstanding Option may not be
reduced (by amendment, cancellation and new grant or otherwise) without the
approval of shareholders.

     

    
      	
              6.03.

            	
              Maximum
      Option Period

            


    

     

    The
maximum period in which an Option may be exercised shall be determined by the
Committee on the date of grant, except that no Option that is an incentive stock
option shall be exercisable after the expiration of ten years from the date such
Option was granted. The terms of any Option that is an incentive stock option
may provide that it is exercisable for a period less than such maximum
period.

     

    
      	
              6.04.

            	
              Nontransferability

            


    

     

    Except as
provided in Section 6.05, each Option granted under this Plan shall be
nontransferable except by will or by the laws of descent and
distribution.  In the event of any transfer of an Option (by the
Participant or his transferee), the Option and any Corresponding SAR that
relates to such Option must be transferred to the same person or persons or
entity or entities.  Except as provided in Section 6.05, during the
lifetime of the Participant to whom the Option is granted, the Option may be
exercised only by the Participant.  No right or interest of a
Participant in any Option shall be liable for, or subject to, any lien,
obligation, or liability of such Participant.

     

    
      	
              6.05.

            	
              Transferable
      Options

            


    

     

    Section
6.04 to the contrary notwithstanding, if the Agreement provides, an Option that
is not an incentive stock option may be transferred by a Participant to the
Participant’s children, grandchildren, spouse, one or more trusts for the
benefit of such family members or a partnership in which such family members are
the only partners, on such terms and conditions as may be permitted under Rule
16b-3 under the Exchange Act as in effect from time to time.  The
holder of an Option transferred pursuant to this Section shall be bound by the
same terms and conditions that governed the Option during the period that it was
held by the Participant; provided, however, that such transferee may not
transfer the Option except by will or the laws of descent and
distribution.  In the event of any transfer of an Option (by the
Participant or his transferee), the Option and any Corresponding SAR that
relates to such Option must be transferred to the same person or persons or
entity or entities.  Notwithstanding the foregoing, an Option may not
be transferred for consideration absent shareholder approval.

     

    
      
        
        

      

      
        -10-

        
          

        

      

      
        
        

      

    

     

    
      	
              6.06.

            	
              Employee
      Status

            


    

     

    For
purposes of determining the applicability of Section 422 of the Code
(relating to incentive stock options), or in the event that the terms of any
Option provide that it may be exercised only during employment or continued
service or within a specified period of time after termination of employment or
continued service, the Committee may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability, or other
reasons shall not be deemed interruptions of continuous employment or
service.

     

    
      	
              6.07.

            	
              Exercise

            


    

     

    Subject
to the provisions of this Plan and the applicable Agreement, an Option may be
exercised in whole at any time or in part from time to time at such times and in
compliance with such requirements as the Committee shall determine; provided,
however, that incentive stock options (granted under the Plan and all plans of
the Company and its Affiliates) may not be first exercisable in a calendar year
for shares of Common Stock having a Fair Market Value (determined as of the date
an Option is granted) exceeding $100,000.  An Option granted under
this Plan may be exercised with respect to any number of whole shares less than
the full number for which the Option could be exercised.  A partial
exercise of an Option shall not affect the right to exercise the Option from
time to time in accordance with this Plan and the applicable Agreement with
respect to the remaining shares subject to the Option.  The exercise
of an Option shall result in the termination of any Corresponding SAR to the
extent of the number of shares with respect to which the Option is
exercised.

     

    
      	
              6.08.

            	
              Payment

            


    

     

    Subject
to rules established by the Committee and unless otherwise provided in an
Agreement, payment of all or part of the Option price may be made in cash,
certified check, by tendering shares of Common Stock (which, if acquired from
the Company, have been held by the Participant for at least six months) or by a
broker-assisted cashless exercise.  If shares of Common Stock are used
to pay all or part of the Option price, the sum of the cash and cash equivalent
and the Fair Market Value (determined as of the day preceding the date of
exercise) of the shares surrendered must not be less than the Option price of
the shares for which the Option is being exercised.

     

    
      
        
        

      

      
        -11-

        
          

        

      

      
        
        

      

    

     

    
      	
              6.09.

            	
              Stockholder
      Rights

            


    

     

    No
Participant shall have any rights as a stockholder with respect to shares
subject to his Option until the date of exercise of such Option.

     

    
      	
              6.10.

            	
              Disposition
      of Shares

            


    

     

    A
Participant shall notify the Company of any sale or other disposition of shares
of Common Stock acquired pursuant to an Option that was an incentive stock
option if such sale or disposition occurs (i) within two years of the grant
of an Option or (ii) within one year of the issuance of shares of Common
Stock to the Participant.  Such notice shall be in writing and
directed to the Secretary of the Company.

     

    
      
        
        

      

      
        -12-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VII

    SARS

     

    
      	
              7.01.

            	
              Award

            


    

     

    In
accordance with the provisions of Article IV, the Committee will designate each
individual to whom SARs are to be granted and will specify the number of shares
of Common Stock covered by such awards.  For purposes of the
individual limit prescribed by Section 5.03, an Option and Corresponding SAR
shall be treated as a single award.  In addition no Participant may be
granted Corresponding SARs (under all incentive stock option plans of the
Company and its Affiliates) that are related to incentive stock options which
are first exercisable in any calendar year for shares of Common Stock having an
aggregate Fair Market Value (determined as of the date the related Option is
granted) that exceeds $100,000.

     

    
      	
              7.02.

            	
              Maximum
      SAR Period

            


    

     

    The term
of each SAR shall be determined by the Committee on the date of grant, except
that no Corresponding SAR that is related to an incentive stock option shall
have a term of more than ten years from the date such related Option was
granted.  The terms of any Corresponding SAR that is related to an
incentive stock option may provide that it has a term that is less than such
maximum period.

     

    
      	
              7.03.

            	
              Nontransferability

            


    

     

    Except as
provided in Section 7.04, each SAR granted under this Plan shall be
nontransferable except by will or by the laws of descent and
distribution.  In the event of any such transfer, a Corresponding SAR
and the related Option must be transferred to the same person or persons or
entity or entities.  Except as provided in Section 7.04, during the
lifetime of the Participant to whom the SAR is granted, the SAR may be exercised
only by the Participant.  No right or interest of a Participant in any
SAR shall be liable for, or subject to, any lien, obligation, or liability of
such Participant.

     

    
      	
              7.04.

            	
              Transferable
      SARs

            


    

     

    Section
7.03 to the contrary notwithstanding, if the Agreement provides, an SAR, other
than a Corresponding SAR that is related to an incentive stock option, may be
transferred by a Participant to the Participant’s children, grandchildren,
spouse, one or more trusts for the benefit of such family members or a
partnership in which such family members are the only partners, on such terms
and conditions as may be permitted under Rule 16b-3 under the Exchange Act as in
effect from time to time.  The holder of an SAR transferred pursuant
to this Section shall be bound by the same terms and conditions that governed
the SAR during the period that it was held by the Participant; provided,
however, that such transferee may not transfer the SAR except by will or the
laws of descent and distribution.  In the event of any transfer of a
Corresponding SAR (by the Participant or his transferee), the Corresponding SAR
and the related Option must be transferred to the same person or person or
entity or entities.  Notwithstanding the foregoing, an SAR may not be
transferred for consideration absent shareholder approval.

     

    
      
        
        

      

      
        -13-

        
          

        

      

      
        
        

      

    

     

    
      	
              7.05.

            	
              Exercise

            


    

     

    Subject
to the provisions of this Plan and the applicable Agreement, an SAR may be
exercised in whole at any time or in part from time to time at such times and in
compliance with such requirements as the Committee shall determine; provided,
however, that a Corresponding SAR that is related to an incentive stock option
may be exercised only to the extent that the related Option is exercisable and
only when the Fair Market Value exceeds the option price of the related
Option.  An SAR granted under this Plan may be exercised with respect
to any number of whole shares less than the full number for which the SAR could
be exercised.  A partial exercise of an SAR shall not affect the right
to exercise the SAR from time to time in accordance with this Plan and the
applicable Agreement with respect to the remaining shares subject to the
SAR.  The exercise of a Corresponding SAR shall result in the
termination of the related Option to the extent of the number of shares with
respect to which the SAR is exercised.

     

    
      	
              7.06.

            	
              Employee
      Status

            


    

     

    If the
terms of any SAR provide that it may be exercised only during employment or
continued service or within a specified period of time after termination of
employment or continued service, the Committee may decide to what extent leaves
of absence for governmental or military service, illness, temporary disability
or other reasons shall not be deemed interruptions of continuous employment or
service.

     

    
      	
              7.07.

            	
              Settlement

            


    

     

    At the
Committee’s discretion, the amount payable as a result of the exercise of an SAR
may be settled in cash, shares of Common Stock, or a combination of cash and
Common Stock.  No fractional share will be deliverable upon the
exercise of an SAR but a cash payment will be made in lieu thereof.

     

    
      	
              7.08.

            	
              Stockholder
      Rights

            


    

     

    No
Participant shall, as a result of receiving an SAR, have any rights as a
stockholder of the Company or any Affiliate until the date that the SAR is
exercised and then only to the extent that the SAR is settled by the issuance of
Common Stock.

     

    
      
        
        

      

      
        -14-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
VIII

    STOCK
AWARDS

     

    
      	
              8.01.

            	
              Award

            


    

     

    In
accordance with the provisions of Article IV, the Committee will designate each
individual to whom a Stock Award is to be made and will specify the number of
shares of Common Stock covered by such awards.

     

    
      	
              8.02.

            	
              Vesting

            


    

     

    The
Committee, on the date of the award, may prescribe that a Participant’s rights
in a Stock Award shall be forfeitable or otherwise restricted for a period of
time or subject to such conditions as may be set forth in the
Agreement.  By way of example and not of limitation, the Committee may
prescribe that  Participant’s rights in a Stock Award shall be
forfeitable or otherwise restricted subject to the attainment of objectives
stated with reference to the Company’s, an Affiliate’s or a business unit’s
attainment of objectives stated with respect to performance criteria listed in
Section 8.03.  If the Committee prescribes
that a Stock Award shall become nonforfeitable and transferable only upon the
attainment of performance objectives stated with respect to one or more of the
criteria listed in Section 8.03, the shares of Common Stock subject to the Stock
Award shall become nonforfeitable and transferable only to the extent that the
Committee certifies that such objectives have been achieved.

     

    
      	
              8.03.

            	
              Performance
      Objectives

            


    

     

    In
accordance with Section 8.02, the Committee may prescribe that Stock Awards will
become vested or transferable or both based on objectives stated with respect to
the Company’s, an Affiliate’s or a business unit’s (a) total stockholder return,
(b) total stockholder return as compared to total return (on a comparable basis)
of a publicly available index, (c) net income, (d) pretax earnings, (e) funds
from operations, (f) earnings before interest expense, taxes, depreciation and
amortization, (g) operating margin, (h) earnings per share, (i) return on
equity, capital, assets or investment, (j) operating earnings, (k) working
capital, (l) ratio of debt to stockholders equity and (m) revenue.  If the Committee, on the
date of award, prescribes that a Stock Award shall become nonforfeitable and
transferable only upon the attainment of any of the above criteria, the shares
of Common Stock subject to such Stock Award shall become nonforfeitable and
transferable only to the extent that the Committee certifies that such
objectives have been achieved.

     

    
      	
              8.04.

            	
              Employee
      Status

            


    

     

    In the
event that the terms of any Stock Award provide that shares may become
transferable and nonforfeitable thereunder only after completion of a specified
period of employment or continuous service, the Committee may decide in each
case to what extent leaves of absence for governmental or military service,
illness, temporary disability, or other reasons shall not be deemed
interruptions of continuous employment or service.

     

    
      
        
        

      

      
        -15-

        
          

        

      

      
        
        

      

    

     

    
      	
              8.05.

            	
              Stockholder
      Rights

            


    

     

    Prior to
their forfeiture (in accordance with the applicable Agreement and while the
shares of Common Stock granted pursuant to the Stock Award may be forfeited or
are nontransferable), a Participant will have all rights of a stockholder with
respect to a Stock Award, including the right to receive dividends and vote the
shares; provided, however, that during such period (i) a Participant may not
sell, transfer, pledge, exchange, hypothecate, or otherwise dispose of shares
granted pursuant to a Stock Award, (ii) the Company shall retain custody of the
certificates evidencing shares granted pursuant to a Stock Award, and (iii) the
Participant will deliver to the Company a stock power, endorsed in blank, with
respect to each Stock Award.  The limitations set forth in the
preceding sentence shall not apply after the shares granted under the Stock
Award are transferable and are no longer forfeitable.

     

    
      
        
        

      

      
        -16-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
IX

    PERFORMANCE SHARE
AWARDS

     

    
      	
              9.01.

            	
              Award

            


    

     

    In
accordance with the provisions of Article IV, the Committee will designate
each individual to whom an award of Performance Shares is to be made and will
specify the number of shares covered by such awards.

     

    
      	
              9.02.

            	
              Earning
      the Award

            


    

     

    The
Committee, on the date of the grant of an award, shall prescribe that the
Performance Shares, or portion thereof, will be earned, and the Participant will
be entitled to receive payment pursuant to the award of Performance Shares, only
upon the satisfaction of performance objectives and such other criteria as may
be prescribed by the Committee during a performance measurement period of at
least three years from the date of the award; provided, however, that the
performance measurement period shall be at least one year from the date of the
award if the payment pursuant to the Performance Share award is contingent upon
the attainment of objectives stated with respect to performance criteria listed
in the following sentence.  The performance objectives may be stated
with respect to the Company’s, an Affiliate’s or a business unit’s (a) total
stockholder return, (b) total Stockholder return as compared to total return (on
a comparable basis) of a publicly available index, (c) net income, (d) pretax
earnings, (e) funds from operations, (f) earnings before interest expense,
taxes, depreciation and amortization, (g) operating margin, (h) earnings per
share, (i) return on equity, capital, assets or investment, (j) operating
earnings, (k) working capital, (l) ratio of debt to stockholders equity and (m)
revenue. No
payments will be made with respect to Performance Shares unless, and then only
to the extent that, the Committee certifies that such objectives have been
achieved.

     

    
      	
              9.03.

            	
              Payment

            


    

     

    In the
discretion of the Committee, the amount payable when an award of Performance
Shares is earned may be settled in cash, by the issuance of shares of Common
Stock, or a combination thereof.  A fractional share of Common Stock
shall not be deliverable when an award of Performance Shares is earned, but a
cash payment will be made in lieu thereof.

     

    
      	
              9.04.

            	
              Stockholder
      Rights

            


    

     

    No
Participant shall, as a result of receiving an award of Performance Shares, have
any rights as a stockholder until and to the extent that the award of
Performance Shares is earned and settled in shares of Common
Stock.  After an award of Performance Shares is earned and settled in
shares, a Participant will have all the rights of a stockholder as described in
Section 8.05.

     

    
      
        
        

      

      
        -17-

        
          

        

      

      
        
        

      

    

     

    
      	
              9.05.

            	
              Nontransferability

            


    

     

    Except as
provided in Section 9.06, Performance Shares granted under this Plan shall
be nontransferable except by will or by the laws of descent and
distribution.  No right or interest of a Participant in any
Performance Shares shall be liable for, or subject to, any lien, obligation, or
liability of such Participant.

     

    
      	
              9.06.

            	
              Transferable
      Performance Shares

            


    

     

    Section 9.05
to the contrary notwithstanding, if the Agreement provides, an award of
Performance Shares may be transferred by a Participant to the Participant’s
children, grandchildren, spouse, one or more trusts for the benefit of such
family members or a partnership in which such family members are the only
partners, on such terms and conditions as may be permitted under Rule 16b-3
under the Exchange Act as in effect from time to time.  The holder of
Performance Shares transferred pursuant to this Section shall be bound by the
same terms and conditions that governed the Performance Shares during the period
that they were held by the Participant; provided, however that such transferee
may not transfer Performance Shares except by will or the laws of descent and
distribution.  Notwithstanding the foregoing, Performance Shares may
not be transferred for consideration absent shareholder approval.

     

    
      	
              9.07.

            	
              Employee
      Status

            


    

     

    In the
event that the terms of any Performance Share award provide that no payment will
be made unless the Participant completes a stated period of employment or
continued service, the Committee may decide to what extent leaves of absence for
government or military service, illness, temporary disability, or other reasons
shall not be deemed interruptions of continuous employment or
service.

     

    
      
        
        

      

      
        -18-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
X

    INCENTIVE
AWARDS

     

    
      	
              10.01.

            	
              Award

            


    

     

    The
Committee shall designate Participants to whom Incentive Awards are
made.  All Incentive Awards shall be finally determined exclusively by
the Committee under the procedures established by the Committee; provided,
however, that no Participant may receive an Incentive Award payment in any
calendar year that exceeds $2,000,000.

     

    
      	
              10.02.

            	
              Terms
      and Conditions

            


    

     

    The
Committee, at the time an Incentive Award is made, shall specify the terms and
conditions which govern the award.  Such terms and conditions shall
prescribe that the Incentive Award shall be earned only upon, and to the extent
that, performance objectives are satisfied during a performance period of at
least one year after the grant of the Incentive Award.  The
performance objectives may be stated with respect to the Company’s, an
Affiliate’s or a business unit’s (a) total stockholder return, (b) total
Stockholder return as compared to total return (on a comparable basis) of a
publicly available index, (c) net income, (d) pretax earnings, (e) funds from
operations, (f) earnings before interest expense, taxes, depreciation and
amortization, (g) operating margin, (h) earnings per share, (i) return on
equity, capital, assets or investment, (j) operating earnings, (k) working
capital, (l) ratio of debt to stockholders equity and (m)
revenue.  Such terms and conditions also may include other limitations
on the payment of Incentive Awards including, by way of example and not of
limitation, requirements that the Participant complete a specified period of
employment or service with the Company or an Affiliate.  The
Committee, at the time an Incentive Award is made, shall also specify when
amounts shall be payable under the Incentive Award and whether amounts shall be
payable in the event of the Participant’s death, disability, or
retirement.

     

    
      	
              10.03.

            	
              Nontransferability

            


    

     

    Except as
provided in Section 10.04, Incentive Awards granted under this Plan shall be
nontransferable except by will or by the laws of descent and
distribution.  No right or interest of a Participant in an Incentive
Award shall be liable for, or subject to, any lien, obligation, or liability of
such Participant.

     

    
      	
              10.04.

            	
              Transferable
      Incentive Awards

            


    

     

    Section
10.03 to the contrary notwithstanding, if provided in an Agreement, an Incentive
Award may be transferred by a Participant to the Participant’s children,
grandchildren, spouse, one or more trusts for the benefit of such family members
or to a partnership in which such family members are the only partners, on such
terms and conditions as may be permitted by Rule 16b-3 under the Exchange Act as
in effect from time to time.  The holder of an Incentive Award
transferred pursuant to this Section shall be bound by the same terms and
conditions that governed the Incentive Award during the period that it was held
by the Participant; provided, however, that such transferee may not transfer the
Incentive Award except by will or the laws of descent and
distribution.  Notwithstanding the foregoing, an Incentive Award may
not be transferred for consideration absent shareholder approval.

     

    
      
        
        

      

      
        -19-

        
          

        

      

      
        
        

      

    

     

    
      	
              10.05.

            	
              Employee
      Status

            


    

     

    If the
terms of an Incentive Award provide that a payment will be made thereunder only
if the Participant completes a stated period of employment or continuous
service, the Committee may decide to what extent leaves of absence for
governmental or military service, illness, temporary disability or other reasons
shall not be deemed interruptions of continuous employment or
service.

     

    
      	
              10.06.

            	
              Stockholder
      Rights

            


    

     

    No
Participant shall, as a result of receiving an Incentive Award, have any rights
as a stockholder of the Company or any Affiliate on account of such
award.

     

    
      
        
        

      

      
        -20-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
XI

    ADJUSTMENT UPON CHANGE IN
COMMON STOCK

     

    The
maximum number of shares as to which Options, SARs, Performance Shares and Stock
Awards may be granted; the terms of outstanding Stock Awards, Options,
Performance Shares, Incentive Awards, and SARs; and the per individual
limitation on the number of shares of Common Stock for which Options, SARs,
Performance Shares, and Stock Awards may be granted shall be adjusted as the
Board shall determine to be equitably required in the event that (i) the Company
(a) effects one or more nonreciprocal transactions between the Company and its
shareholders such as a stock dividend, stock split-up, extraordinary cash
dividend, subdivisions or consolidations of shares that affect the number or
kind of Common Stock (or other securities of the Company) or the Fair Market
Value (or the value of other Company securities) and causes a change in the Fair
Market Value of the Common Stock subject to outstanding awards or (b) engages in
a transaction to which Section 424 of the Code applies or (ii) there occurs
any other event which, in the judgment of the Board necessitates such
action.  Any determination made under this Article XI by the
Board shall be nondiscretionary, final and conclusive.

     

    The
issuance by the Company of stock of any class, or securities convertible into
stock of any class, for cash or property, or for labor or services, either upon
direct sale or upon the exercise of rights or warrants to subscribe therefor, or
upon conversion of stock or obligations of the Company convertible into such
stock or other securities, shall not affect, and no adjustment by reason thereof
shall be made with respect to, the maximum number of shares as to which Options,
SARs, Performance Shares and Stock Awards may be granted (including the number
of additional shares made available on account of the forfeiture or termination
of Prior Plan awards); the per individual limitations on the number of shares
for which Options, SARs, Performance Shares and Stock Awards may be granted; or
the terms of outstanding Stock Awards, Options, Performance Shares, Incentive
Awards or SARs.

     

    The
Committee may make Stock Awards and may grant Options, SARs, Performance Shares,
and Incentive Awards in substitution for performance shares, phantom shares,
stock awards, stock options, stock appreciation rights, or similar awards held
by an individual who becomes an employee of the Company or an Affiliate in
connection with a transaction described in the first paragraph of this
Article XI.  Notwithstanding any provision of the Plan (other
than the limitation of Section 5.02), the terms of such substituted Stock Awards
or Option, SAR, Performance Shares or Incentive Award grants shall be as the
Committee, in its discretion, determines is appropriate.

     

    
      
        
        

      

      
        -21-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
XII

    COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES

     

    No Option
or SAR shall be exercisable, no shares of Common Stock shall be issued, no
certificates for shares of Common Stock shall be delivered, and no payment shall
be made under this Plan except in compliance with all applicable federal and
state laws and regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a party, and the
rules of all domestic stock exchanges on which the Company’s shares may be
listed.  The Company shall have the right to rely on an opinion of its
counsel as to such compliance.  Any stock certificate issued to
evidence shares of Common Stock when a Stock Award is granted, a Performance
Share is settled or for which an Option or SAR is exercised may bear such
legends and statements as the Committee may deem advisable to assure compliance
with federal and state laws and regulations.  No Option or SAR shall
be exercisable, no Stock Award or Performance Share shall be granted, no shares
of Common Stock shall be issued, no certificate for shares of Common Stock shall
be delivered, and no payment shall be made under this Plan until the Company has
obtained such consent or approval as the Committee may deem advisable from
regulatory bodies having jurisdiction over such matters.

     

    
      
        
        

      

      
        -22-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
XIII

    GENERAL
PROVISIONS

     

    
      	
              13.01.

            	
              Effect
      on Employment and Service

            


    

     

    Neither
the adoption of this Plan, its operation, nor any documents describing or
referring to this Plan (or any part thereof), shall confer upon any individual
or entity any right to continue in the employ or service of the Company or an
Affiliate or in any way affect any right and power of the Company or an
Affiliate to terminate the employment or service of any individual or entity at
any time with or without assigning a reason therefor.

     

    
      	
              13.02.

            	
              Unfunded
      Plan

            


    

     

    This
Plan, insofar as it provides for grants, shall be unfunded, and the Company
shall not be required to segregate any assets that may at any time be
represented by grants under this Plan.  Any liability of the Company
to any person with respect to any grant under this Plan shall be based solely
upon any contractual obligations that may be created pursuant to this
Plan.  No such obligation of the Company shall be deemed to be secured
by any pledge of, or other encumbrance on, any property of the
Company.

     

    
      	
              13.03.

            	
              Rules
      of Construction

            


    

     

    Headings
are given to the articles and sections of this Plan solely as a convenience to
facilitate reference.  The reference to any statute, regulation, or
other provision of law shall be construed to refer to any amendment to or
successor of such provision of law.

     

    
      	
              13.04.

            	
              Code
      Section 409A

            


    

     

    All awards made under this Plan are
intended to comply with, or otherwise be exempt from, Section 409A of the Code
(“Section 409A”), after giving effect to the exemptions in Treasury Regulation
section 1.409A-1(b)(3) through (b)(12).  This Plan and all Agreements
shall be administered, interpreted and construed in a manner consistent with
Section 409A.  If any provision of this Plan or any Agreement is found
not to comply with, or otherwise not be exempt from, the provisions of Section
409A, it shall be modified and given effect, in the sole discretion of the
Committee and without requiring the Participant’s consent, in such manner as the
Committee determines to be necessary or appropriate to comply with, or
effectuate an exemption from, Section 409A.  Each payment under an
award granted under this Plan shall be treated as a separate identified payment
for purposes of Section 409A.

     

    
      
        
        

      

      
        -23-

        
          

        

      

      
        
        

      

    

     

    If a payment obligation under an award
granted under this Plan or an Agreement arises on account of the Participant’s
termination of employment and such payment obligation constitutes “deferred
compensation” (as defined under Treasury Regulation section 1.409A-1(b)(1),
after giving effect to the exemptions in Treasury Regulation section
1.409A01(b)(3) through (b)(12)), it shall be payable only after the
Participant’s “separation from service” (as defined under Treasury Regulation
section 1.409A-1(h)); provided, however, that if the Participant is a “specified
employee” (as defined under Treasury Regulation section 1.409A-1(i)), any such
payment that is scheduled to be paid within six months after such separation
from service shall accrue without interest and shall be paid on the first day of
the seventh month beginning after the date of the Participant’s separation from
service or, if earlier, within fifteen days after the appointment of the
personal representative or executor of the Participant’s estate following the
Participant’s death.

    


    
      
        
        

      

      
        -24-

        
          

        

      

      
        
        

      

    

     

    ARTICLE
XIV

    CHANGE IN
CONTROL

     

    
      	
              14.01.

            	
              Impact
      of Change in Control.

            


    

     

    Upon a
Change in Control, the Committee is authorized to cause (i) outstanding Options
and SARs to become fully exercisable, (ii) outstanding Stock Awards to become
transferable and nonforfeitable and (iii) outstanding Performance Shares and
Incentive Awards to become earned and nonforfeitable in their
entirety.

     

    
      	
              14.02.

            	
              Assumption
      Upon Change in Control.

            


    

     

    In the
event of a Change in Control, the Committee, in its discretion and without the
need for a Participant’s consent, may provide that an outstanding Option, SAR,
Stock Award, Performance Share award or Incentive Award shall be assumed by, or
a substitute award granted by, the surviving entity in the Change in
Control.  Such assumed or substituted award shall be of the same type
of award as the original Option, SAR, Stock Award, Performance Share award or
Incentive Award being assumed or substituted.  The assumed or
substituted award shall have a value, as of the Control Change Date, that is
substantially equal to the value of the original award (or the difference
between the Fair Market Value and the option price or Initial Value in the case
of Options and SARs) as the Committee determines is equitably required and such
other terms and conditions as may be prescribed by the Committee.

     

    
      	
              14.03.

            	
              Cash-Out
      Upon Change in Control.

            


    

     

    In the
event of a Change in Control, the Committee, in its discretion and without the
need of a Participant’s consent, may provide that each Option, SAR, Stock Award
and Performance Share award and Incentive Award shall be cancelled in exchange
for a payment.  The payment may be  in cash, Common Shares
or other securities or consideration received by shareholders in the Change in
Control transaction.  The amount of the payment shall be an amount
that is substantially equal to (i) the amount by which the price per share
received by shareholders in the Change in Control exceeds the option price or
Initial Value in the case of an Option and SAR, or (ii) the price per share
received by shareholders for each share of Common Stock subject to a Stock
Award, Performance Share award or Incentive Award or (iii) the value of the
other securities or property in which the Performance Share award or Inventive
Award is denominated.  If the option price or Initial Value exceeds
the price per share received by shareholders in the Change in Control
transaction, the Option or SAR may be cancelled under this Section 14.03 without
any payment to the Participant.

     

    
      	
              14.04.

            	
              Limitation
      of Benefits

            


    

     

    The
benefits that a Participant may be entitled to receive under this Plan and other
benefits that a Participant is entitled to receive under other plans, agreements
and arrangements (which, together with the benefits provided under this Plan,
are referred to as “Payments”), may constitute Parachute Payments that are
subject to Code Sections 280G and 4999.  As provided in this Section
14.04, the Parachute Payments will be reduced pursuant to this Section 14.04 if,
and only to the extent that, a reduction will allow a Participant to receive a
greater Net After Tax Amount than a Participant would receive absent a
reduction.

     

    
      
        
        

      

      
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    The
Accounting Firm will first determine the amount of any Parachute Payments that
are payable to a Participant.  The Accounting Firm also will determine
the Net After Tax Amount attributable to the Participant’s total Parachute
Payments.

     

    The
Accounting Firm will next determine the largest amount of Payments that may be
made to the Participant without subjecting the Participant to tax under Code
Section 4999 (the “Capped Payments”).  Thereafter, the Accounting Firm
will determine the Net After Tax Amount attributable to the Capped
Payments.

     

    The
Participant will receive the total Parachute Payments or the Capped Payments,
whichever provides the Participant with the higher Net After Tax
Amount.  If the Participant will receive the Capped Payments, the
total Parachute Payments will be adjusted by first reducing the amount of any
benefits under this Plan or any other plan, agreement or arrangement that are
not subject to Section 409A of the Code (with the source of the reduction to be
directed by the Participant) and then by reducing the amount of any benefits
under this Plan or any other plan, agreement or arrangement that are subject to
Section 409A of the Code (with the source of the reduction to be directed by the
Participant) in a manner that results in the best economic benefit to the
Participant (or, to the extent economically equivalent, in a pro rata
manner).  The Accounting Firm will notify the Participant and the
Company if it determines that the Parachute Payments must be reduced to the
Capped Payments and will send the Participant and the Company a copy of its
detailed calculations supporting that determination.

     

    As a
result of the uncertainty in the application of Code Sections 280G and 4999 at
the time that the Accounting Firm makes its determinations under this Article
XIV, it is possible that amounts will have been paid or distributed to the
Participant that should not have been paid or distributed under this Section
14.04 (“Overpayments”), or that additional amounts should be paid or distributed
to the Participant under this Section 14.04 (“Underpayments”).  If the
Accounting Firm determines, based on either the assertion of a deficiency by the
Internal Revenue Service against the Company or the Participant, which assertion
the Accounting Firm believes has a high probability of success or controlling
precedent or substantial authority, that an Overpayment has been made, the
Participant must repay to the Company, without interest; provided, however, that
no loan will be deemed to have been made and no amount will be payable by the
Participant to the Company unless, and then only to the extent that, the deemed
loan and payment would either reduce the amount on which the Participant is
subject to tax under Code Section 4999 or generate a refund of tax imposed under
Code Section 4999.  If the Accounting Firm determines, based upon
controlling precedent or substantial authority, that an Underpayment has
occurred, the Accounting Firm will notify the Participant and the Company of
that determination and the amount of that Underpayment will be paid to the
Participant promptly by the Company.

     

    
      
        
        

      

      
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    For
purposes of this Section 14.04, the term “Accounting Firm” means the independent
accounting firm engaged by the Company immediately before the Control Change
Date.  For purposes of this Article XIV, the term “Net After Tax
Amount” means the amount of any Parachute Payments or Capped Payments, as
applicable, net of taxes imposed under Code Sections 1, 3101(b) and 4999 and any
State or local income taxes applicable to the Participant on the date of
payment.  The determination of the Net After Tax Amount shall be made
using the highest combined effective rate imposed by the foregoing taxes on
income of the same character as the Parachute Payments or Capped Payments, as
applicable, in effect on the date of payment.  For purposes of this
Section 14.04, the term “Parachute Payment” means a payment that is described in
Code Section 280G(b)(2), determined in accordance with Code Section 280G and the
regulations promulgated or proposed thereunder.

     

    Notwithstanding
any other provision of this Section 14.04, the limitations and provisions of
this Section 14.04 shall not apply to any Participant who, pursuant to an
agreement with the Company or the terms of another plan maintained by the
Company, is entitled to indemnification for any liability that the Participant
may incur under Code Section 4999.  In addition, nothing in this
Section 14.04 shall limit or otherwise supersede the provisions of any other
agreement or plan which provides that a Participant cannot receive Payments in
excess of the Capped Payments.

     

    
      
        
        

      

      
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    ARTICLE
XV

    AMENDMENT

     

    The Board
may amend or terminate this Plan at any time; provided, however, that no
amendment may adversely impair the rights of Participants with respect to
outstanding awards.  In addition, an amendment will be contingent on
approval of the Company’s stockholders, to the extent required by law, the rules
of the New York Stock Exchange or if the amendment would increase the benefits
accruing to Participants under the Plan, materially increase the aggregate
number of shares of Common Stock that may be issued under the Plan or materially
modify the requirements as to eligibility for participation in the
Plan.

     

    
      
        
        

      

      
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    ARTICLE
XVI

    DURATION OF
PLAN

     

    No Stock
Award, Performance Share Award, Option, SAR, or Incentive Award may be granted
under this Plan after March 15, 2020.  Stock Awards, Performance Share
Awards, Options, SARs, and Incentive Awards granted before that date shall
remain valid in accordance with their terms.

     

    
      
        
        

      

      
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    ARTICLE
XVII

    EFFECTIVE DATE OF
PLAN

     

    
    

    Options,
SARs, Stock Awards, Performance Shares and Incentive Awards may be granted under
this Plan upon its adoption by the Board; provided that, this Plan shall not be
effective unless approved by a majority of the votes cast by the Company’s
stockholders, voting either in person or by proxy, at a duly held stockholders’
meeting at which a stockholder quorum is present, within twelve months after the
Board’s adoption of the Plan..

     

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