Exhibit 4.4


 


BRINK’S HOME SECURITY HOLDINGS, INC.

NON-EMPLOYEE DIRECTORS’ EQUITY PLAN


 


Section 1. 
Purpose.


 


The
purpose of the Brink’s Home Security Holdings, Inc. Non-Employee
Directors’ Equity Plan is to attract and retain the services of experienced independent
directors for Brink’s Home Security Holdings, Inc. by encouraging them to
acquire a proprietary interest in Brink’s Home Security Holdings, Inc. in
the form of shares of Brink’s Home Security Holdings, Inc. common
stock.  Brink’s Home Security Holdings, Inc.
intends the Brink’s Home Security Holdings, Inc. Non-Employee Directors’
Equity Plan to provide those directors with additional incentive to further the
best interests of Brink’s Home Security Holdings, Inc. and its
shareholders.


 


Section 2. 
Definitions.


 


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


 


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


 


(b)      “Affiliate” shall mean (i) any entity
that, directly or indirectly, is controlled by the Company and (ii) any
entity in which the Company has a significant equity interest, in either case
as determined by the Board.


 


(c)       “Award” shall mean any Option, Stock
Appreciation Right, award of Restricted Stock, Other Stock-Based Award,
Converted Option or Replacement Deferred Stock Unit granted under the Plan.


 


(d)      “Award Agreement” shall mean any written
agreement, contract or other instrument or document evidencing any Award
granted under the Plan, which may, but need not, be executed or acknowledged by
a Participant.


 


(e)       “Beneficiary” shall mean a person or persons entitled to
receive payments or other benefits or exercise rights that are available under
the Plan in the event of the Participant’s death.


 


(f)       “Board” shall mean the board of directors of
the Company.


 


(g)      “Change in Control”
shall mean the occurrence of:


 


(i) (A) any
consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which the Shares would be
converted into cash, securities or other property other than a consolidation or
merger in which holders of the total voting power in the election of directors
of the Company of Shares outstanding (exclusive of shares held by the Company’s
Affiliates) (the “Total Voting Power”)
immediately prior to the consolidation or merger will have the same
proportionate ownership of the total voting power in the election of directors
of the surviving corporation immediately after the consolidation or merger, or (B) any
sale, lease, exchange or other transfer (in one transaction or a series of
transactions) of all or substantially all the assets of the Company;


 


(ii) any “person”
(as defined in Section 13(d) of the Act) other than the Company, its
Affiliates or an employee benefit plan or trust maintained by the Company or
its affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3
under the Act), directly or indirectly, of more than 20% of the Total Voting
Power; or


 


(iii) at any time
during a period of two consecutive years, individuals who at the beginning of
such period constituted the Board ceasing for any reason to constitute at least
a majority thereof, unless the election by the Company’s shareholders of each
new director during such two-year period was approved by a vote of at least
two-thirds of the directors then still in office who were directors at the
beginning of such two-year period.


 

















 


(h)      “Code” shall mean the Internal Revenue Code
of 1986, as amended from time to time.


 


(i)        “Company” shall mean Brink’s Home Security
Holdings, Inc.


 


(j)        “Converted Options”
shall mean the options to purchase Shares into which stock options that were
originally issued under The Brink’s Company Non-Employee Directors’ Stock
Option Plan or The Brink’s Company Non-Employee Directors’ Equity Plan are
converted pursuant to the EMA Agreement.


 


(k)       “Distribution”
shall mean the consummation of the distribution, on a pro  rata
basis, by The Brink’s Company to the record holders of The Brink’s Company of
all of the outstanding shares of Company stock owned by The Brink’s Company on
the date of distribution.


 


(l)        “EMA Agreement”
shall mean the Employee Matters Agreement by and between The Brink’s Company
and the Company.


 


(m)      “Fair Market Value” shall mean with respect
to Shares, the average of the high and low quoted sale prices of a share of
such common stock on the date in question (or, if there is no reported sale on
such date, on the last preceding date on which any reported sale occurred) on
the New York Stock Exchange Composite Transactions Tape or with respect to any
property other than Shares, the fair market value of such property determined
by such methods or procedures as shall be established from time to time by the
Board.


 


(n)      “Non-Qualified Stock Option” shall mean an option representing
the right to purchase Shares from the Company, granted under and in accordance
with the terms of Section 6.


 


(o)      “Option” shall mean a Non-Qualified Stock Option.


 


(p)      “Other Stock-Based Award” shall mean any right granted under Section 9.


 


(q)      “Participant” shall mean an individual granted an Award under
the Plan.


 


(r)       “Plan” shall mean this Brink’s Home Security Holdings, Inc.
Non-Employee Directors’ Equity Plan.


 


(s)       “Replacement Deferred Stock Units” shall mean the deferred
stock units with respect to Shares that replace, pursuant to the EMA Agreement,
deferred stock units that were originally issued under The Brink’s Company
Non-Employee Directors’ Equity Plan that are forfeited in connection with the
Distribution.


 


(t)       “Restricted Stock” shall mean any Share granted under Section 8.


 


(u)      “Retirement” shall mean termination of service on or after
the date the Participant has attained age 65 and completed at least five years
of service on the Board or the board of directors of The Brink’s Company.


 


(v)      “SAR” or “Stock Appreciation Right”
shall mean any right granted to a Participant pursuant to Section 7 to
receive, upon exercise by the Participant, the excess of (i) the Fair
Market Value of one Share on the date of exercise or 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 Board in
its sole discretion, which, except in connection with an adjustment provided in
Section 5(d), 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.


 


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


 


(x)       “Subsidiary” shall mean any corporation of which stock
representing at least 50% of the ordinary voting power is owned, directly or
indirectly, by the Company.


 

















 


Section 3.  Eligibility. 
Members of the Board who are not full-time or part-time
officers or employees of the Company or any of its Subsidiaries shall be
eligible to receive Awards hereunder.


 


Section 4.  Administration.


 


(a)        The
Plan shall be administered by the Board. 
The Board may issue rules and regulations for administration of the
Plan.  The Board shall meet at such times
and places as it may determine.


 


(b)        Subject
to the terms of the Plan and applicable law, the Board shall have full power
and authority to: (i) designate Participants; (ii) determine the type
or types of Awards to be granted to each Participant under the Plan; (iii) determine
the number of Shares to be covered by (or with respect to which payments,
rights, or other matters are to be calculated in connection with) Awards; (iv) determine
the terms and conditions of any Award; (v) determine whether, to what
extent, and under what circumstances Awards may be settled or exercised in
cash, Shares, other securities, or other Awards, or canceled, forfeited or
suspended, and the method or methods by which Awards may be settled, exercised,
canceled, forfeited or suspended; (vi) determine whether, to what extent,
and under what circumstances cash, Shares, other securities, other Awards, and
other amounts payable with respect to an Award under the Plan shall be deferred
either automatically or at the election of the holder thereof or of the Board; (vii) interpret
and administer the Plan and any instrument or agreement relating to, or Award
made under, the Plan; (viii) establish, amend, suspend or waive such rules and
regulations and appoint such agents as it shall deem appropriate for the proper
administration of the Plan; and (ix) make any other determination and take
any other action that the Board deems necessary or desirable for the
administration of the Plan.


 


(c)        All
decisions of the Board shall be final, conclusive and binding upon all parties,
including the Company, the shareholders and the Participants.


 


Section 5.  Shares Available for Awards.


 


(a)        Subject
to adjustment as provided below, the number of Shares available for issuance
under the Plan shall be  equal to the
sum of (i) 500,000, (ii) the aggregate number of Shares subject to
the Converted Options and (iii) the aggregate number of Shares subject to
the Replacement Deferred Stock Units. 
Any Shares covered by an Award other than Options, SARs, Converted
Options and Replacement Deferred Stock Units shall be counted against this
limit as 2 Shares for every one Share covered by the Award.  In addition, each SAR shall be counted
against this limit as one Share, regardless of whether a Share is used to
settle the SAR upon exercise.


 


(b)        If,
after the effective date of the Plan, any Shares covered by an Award (including
Converted Options and Replacement Deferred Stock Units), or to which such an
Award relates, are forfeited, or if such an Award otherwise terminates without
the delivery of Shares or of other consideration, then the Shares covered by
such Award, or to which such Award relates, to the extent of any such
forfeiture or termination, shall again be, or shall become, available for
issuance under the Plan.


 


(c)        Any
Shares delivered pursuant to an Award may consist, in whole or in part, of
authorized and unissued Shares or Shares acquired by the Company.


 


(d)        In the
event that the Board shall determine that any dividend or other distribution
(whether in the form of cash, Shares or other securities), recapitalization,
stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other
securities of the Company, issuance of warrants or other rights to purchase
Shares or other securities of the Company, or other similar corporate
transaction or event affects the Shares such that an adjustment is determined
by the Board to be appropriate in order to prevent dilution or enlargement of
the benefits or potential benefits intended to be made available under the
Plan, then the Board shall, in such manner as it may deem equitable, adjust any
or all of (i) the number and type of Shares (or other securities) which
thereafter may be made the subject of Awards, including the aggregate limit
specified in Section 5(a), (ii) the number and type of Shares (or
other securities) subject to outstanding Awards, and (iii) the grant,
purchase, or exercise price with respect to any Award or, if deemed
appropriate, make provision for a cash payment to the holder of an outstanding
Award; provided, however, that
the number of Shares subject to any Award denominated in Shares shall always be
a whole number.


 

















 


(e)        Effective as of the Distribution, the
Converted Options shall become obligations of the Company under the Plan, and
the Company shall assume all liabilities and responsibilities with respect
thereto, in each case as provided in the EMA Agreement.  Effective as of the Distribution, the
Replacement Deferred Stock Units shall be granted under the Plan in replacement
of the deferred stock units that were originally issued under The Brink’s
Company Non-Employee Directors’ Equity Plan that are forfeited in connection
with the Distribution, as provided in the EMA Agreement.  Notwithstanding anything to the contrary, the
terms and conditions applicable to the Converted Options and the Replacement
Deferred Stock Units shall be as specified in the EMA Agreement.


 


Section 6.  Options.


 


The
Board is hereby authorized to grant Options to Participants with the following
terms and conditions and with such additional terms and conditions, in either
case not inconsistent with the provisions of the Plan, as the Board shall
determine:


 


(a)        The purchase price per Share under an
Option shall be determined by the Board; provided,
however, that such purchase price
shall not be less than the Fair Market Value of a Share on the date of grant of
such Option.


 


(b)        The term of each Option shall be fixed
by the Board but shall not exceed 6 years from the date of grant thereof.


 


(c)        The Board shall determine the time or
times at which an Option may be exercised in whole or in part; provided, however, that, except in the event of a Change in
Control, an Option shall not be exercisable before the expiration of six months
from the date the Option is granted.


 


(d)        The Board shall determine the method or
methods by which, and the form or forms, including, without limitation, cash,
Shares, other Awards, or any combination thereof, having a Fair Market Value on
the exercise date equal to the relevant exercise price, in which, payment of
the exercise price with respect to Awards may be made or deemed to have been
made.


 


(e)        Options shall not be granted under the
Plan in consideration for and shall not be conditioned upon the delivery of
Shares to the Company in payment of the exercise price and/or tax withholding
obligation under any other stock option.


 


(f)         Section 10 sets forth certain additional
provisions that shall apply to Options.


 


Section 7.  Stock Appreciation Rights.


 


(a)        The Board is hereby authorized to grant
Stock Appreciation Rights (“SARs”) to
Participants with terms and conditions as the Board shall determine not
inconsistent with the provisions of the Plan.


 


(b)        SARs may be granted hereunder to
Participants either alone (“freestanding”)
or in addition to other Awards granted under the Plan (“tandem”)
and may, but need not, relate to a specific Option granted under Section 6.


 


(c)        Any tandem SAR related to an Option may
be granted at the same time such Option is granted or at any time thereafter
before exercise or expiration of such Option. 
In the case of any tandem SAR related to any Option, the SAR or
applicable portion thereof shall not be exercisable until the related Option or
applicable portion thereof is exercisable and shall terminate and no longer be
exercisable upon the termination or exercise of the related Option, except that
a SAR granted with respect to less than the full number of Shares covered by a
related Option shall not be reduced until the exercise or termination of the
related Option exceeds the number of Shares not covered by the SAR.  Any Option related to any tandem SAR shall no
longer be exercisable to the extent the related SAR has been exercised.


 

















 


(d)        A
freestanding SAR shall not have a term of greater than 6 years or an exercise
price less than 100% of Fair Market Value of a Share on the date of grant and,
except in the event of a Change in Control, shall not be exercisable before the
expiration of six months from the date the SAR is granted.


 


(e)        Section 10
sets forth certain additional provisions that shall apply to SARs.


 


Section 8.  Restricted Stock.


 


(a)        The
Board is hereby authorized to grant Awards of Restricted Stock to Participants.


 


(b)        Shares
of Restricted Stock shall be subject to such restrictions as the Board may
impose (including, without limitation, any limitation on the right to vote a
Share of Restricted Stock or the right to receive any dividend or other right),
which restrictions may lapse separately or in combination at such time or
times, in such installments or otherwise, as the Board may deem appropriate; provided, however, that subject to Section 11(g),
Restricted Stock shall have a vesting period of not less than six months.


 


(c)        Any
Share of Restricted Stock granted under the Plan may be evidenced in such
manner as the Board may deem appropriate including, without limitation,
book-entry registration or issuance of a stock certificate or
certificates.  In the event any stock
certificate is issued in respect of Shares of Restricted Stock granted under
the Plan, such certificate 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 Restricted Stock.


 


(d)        The
Board may in its discretion, when it finds that a waiver would be in the best
interests of the Company, waive in whole or in part any or all restrictions
with respect to Shares of Restricted Stock; provided, that
the Board may not waive the restriction in the proviso of Section 8(b).


 


(e)        Section 10
sets forth certain additional provisions that shall apply to Restricted Stock.


 


Section 9.  Other Stock-Based Awards.


 


The
Board is hereby authorized to grant to Participants such other Awards
(including, without limitation, rights to dividends and dividend equivalents)
that are denominated or payable in, valued in whole or in part by reference to,
or otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares) as are deemed by the Board to be consistent
with the purposes of the Plan.  Subject
to the terms of the Plan, the Board shall determine the terms and conditions of
such Awards.  Shares or other securities
delivered pursuant to a purchase right granted under this Section 9 shall
be purchased for such consideration, which may be paid by such method or
methods and in such form or forms, including, without limitation, cash, Shares,
other securities, other Awards, or any combination thereof, as the Board shall
determine, the value of which consideration, as established by the Board, shall
not be less than the Fair Market Value of such Shares or other securities as of
the date such purchase right is granted.


 


Section 10.  Effect of Termination of Service on Awards.


 


Except
as otherwise provided by the Board at the time an Option, SAR, or Award of
Restricted Stock is granted or in any amendment thereto, if a Participant
ceases to serve as a member of the Board, then:


 


(a)        with
respect to an Option or SAR:


 


(i)        subject to Section 10(a)(ii), if
termination of service is by reason of the Participant’s permanent and total
disability or by reason of the Participant’s Retirement, each Option or SAR
held by the Participant shall continue to remain outstanding and shall become
or remain exercisable and in full force and effect in accordance with its terms
until the expiration date of the Award;


 


(ii)       if termination of such
service is by reason of the death of the Participant, or if the Participant
dies after permanent and total disability or after the Participant’s Retirement
as referred to in 


 

















 


Section 10(a)(i),
each Option or SAR held by the Participant shall become fully exercisable at
the time of the Participant’s death and may be exercised by the Participant’s
Beneficiary at any time within a period of three years after death (but not
after the expiration date of the Award);


 


(iii)      if termination of such
service is for any reason other than as provided in Section 10(a)(i) or
(ii), each Option or SAR held by the Participant shall continue to remain
outstanding and shall become or remain exercisable and in full force and effect
in accordance with its terms until the first anniversary of such termination of
service (but not after the expiration date of such Award);


 


(b)        with
respect to Restricted Stock:


 


(i)        subject to Section 10(b)(ii), if
termination of service is by reason of the Participant’s permanent and total
disability, each Restricted Stock Award held by the Participant shall continue
to remain outstanding and in full force and effect and any restrictions with
respect to such Restricted Stock Award shall lapse in accordance with the terms
of the Award;


 


(ii)       if termination of service is by reason of
the Participant’s death, or if the Participant dies after permanent and total
disability as referred to in Section 10(b)(i), any and all restrictions
with respect to each Restricted Stock Award held by the Participant shall lapse
at the time of the Participant’s death;


 


(iii)      if termination of service is for any
reason other than as provided in Section 10(b)(i) or (b)(ii), any
Restricted Stock Award held by the Participant that remains subject to
restrictions shall be canceled as of such termination of service and shall have
no further force or effect.


 


Section 11.  General Provisions Applicable to Awards.


 


(a)        Awards
shall be granted for no cash consideration or for such minimal cash
consideration as may be required by applicable law.


 


(b)        Awards
may, in the discretion of the Board, be granted either alone or in addition to
or in tandem with any other Award or any award granted under any other plan of
the Company.  Awards granted in addition
to or in tandem with other Awards, or in addition to or in tandem with awards
granted under any other plan of the Company, may be granted either at the same
time as or at a different time from the grant of such other Awards or awards.


 


(c)        Subject
to the terms of the Plan, payments or transfers to be made by the Company upon
the grant, exercise or payment of an Award may be made in the form of cash,
Shares, other securities or other Awards, or any combination thereof, as
determined by the Board in its discretion at the time of grant, and may be made
in a single payment or transfer, in installments, or on a deferred basis, in
each case in accordance with rules and procedures established by the
Board.  Such rules and procedures
may include, without limitation, provisions for the payment or crediting of
reasonable interest on installment or deferred payments or the grant or
crediting of dividend equivalents in respect of installment or deferred
payments.


 


(d)        No
Award and no right under any Award shall be assignable, alienable, saleable or
transferable by a Participant otherwise than by will or pursuant to Section 11(e).  Each Award, and each right under any Award,
shall be exercisable during the Participant’s lifetime only by the Participant
or, if permissible under applicable law, by the Participant’s guardian or legal
representative.  The provisions of this
paragraph shall not apply to any Award which has been fully exercised, earned
or paid, as the case may be, and shall not preclude forfeiture of an Award in
accordance with the terms thereof.


 


(e)        A
Participant may designate a Beneficiary or change a previous beneficiary
designation at such times prescribed by the Board by using forms and following
procedures approved or accepted by the Board for that purpose.  If no Beneficiary designated by the
Participant is eligible to receive payments or other benefits or exercise
rights that are available under the Plan at the Participant’s death, the
Beneficiary shall be the Participant’s estate.


 

















 


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


 


(g)        Unless
specifically provided to the contrary in any Award Agreement, upon a Change in
Control, all Awards shall become fully exercisable, shall vest and shall be
settled, as applicable, and any restrictions applicable to any Award shall
automatically lapse.


 


Section 12.  Amendments and Termination.


 


(a)        Except
to the extent prohibited by applicable law and unless otherwise expressly
provided in an Award Agreement or in the Plan, the Board 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 (i) shareholder approval if such approval is required by the
listing company rules of the New York Stock Exchange or (ii) the
consent of the affected Participant, if such action would adversely affect the
rights of such Participant under any outstanding Award, except to the extent
any such amendment, alteration, suspension, discontinuance or termination is
made to cause the Plan to comply with applicable law, stock exchange rules and
regulations or accounting or tax rules and regulations.  Notwithstanding anything to the contrary
herein, the Board may amend the Plan in such manner as may be necessary to
enable the Plan to achieve its stated purposes in any jurisdiction in a
tax-efficient manner and in compliance with local rules and regulations.


 


(b)        The
Board may waive any conditions or rights under, amend any terms of, or amend,
alter, suspend, discontinue or terminate, any Award theretofore granted,
prospectively or retroactively, without the consent of any relevant Participant
or holder or beneficiary of an Award, provided,
however, that no such action shall impair the rights of any affected
Participant or holder or beneficiary under any Award theretofore granted under
the Plan, except to the extent any such action is made to cause the Plan to
comply with applicable law, stock exchange rules and regulations or
accounting or tax rules and regulations; and provided further that, except as provided in Section 5(d),
no such action shall directly or indirectly, through cancellation and regrant
or any other method, reduce, or have the effect of reducing, the exercise price
of any Award established at the time of grant thereof.


 


(c)        The
Board shall be authorized to make adjustments in the terms and conditions of,
and the criteria included in, Awards in recognition of events (including,
without limitation, the events described in Section 5(d)) affecting the
Company, or the financial statements of the Company, or of changes in
applicable laws, regulations or accounting principles, whenever the Board
determines that such adjustments are appropriate in order to prevent dilution
or enlargement of the benefits or potential benefits intended to be made
available under the Plan.


 


(d)        The
Board 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 the Plan into effect.


 


Section 13.  Miscellaneous.


 


(a)        No
Participant or other person shall have any claim to be granted any Award under
the Plan, and there is no obligation for uniformity of treatment of
Participants or holders or beneficiaries of Awards under the Plan.  The terms and conditions of Awards need not
be the same with respect to each recipient.


 


(b)        The
Company shall be authorized to withhold from any Award granted or any payment
due or transfer made under any Award or under the Plan or from any compensation
or other amount owing to a Participant the amount (in cash, Shares, other
securities or other Awards) of withholding taxes due in respect of an Award,
its exercise, or any payment or transfer under such Award or under the Plan and
to take such other action (including, without limitation, providing for
elective payment of such amounts in cash or Shares by the Participant) as may
be necessary in the opinion of the Company to satisfy all obligations for the
payment of such taxes.


 

















 


(c)        Nothing
contained in the Plan shall prevent the Company from adopting or continuing in
effect other or additional compensation arrangements, and such arrangements may
be either generally applicable or applicable only in specific cases.


 


(d)        The
grant of an Award shall not be construed as giving a Participant the right to
be retained in the service of the Board or the Company.  The receipt of any Award under the Plan is
not intended to confer any rights on the receiving Participant except as set
forth in such Award.


 


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


 


(f)         Neither
the Plan nor any Award shall create or be construed to create a trust or
separate fund of any kind or a fiduciary relationship between the Company and a
Participant or any other person.  To the
extent that any person acquires a right to receive payments from the Company
pursuant to an Award, such right shall be no greater than the right of any
unsecured general creditor of the Company.


 


(g)        No
fractional Shares shall be issued or delivered pursuant to the Plan or any
Award, and the Board shall determine whether cash or other securities shall be
paid or transferred in lieu of any fractional Shares, or whether such fractional
Shares or any rights thereto shall be canceled, terminated or otherwise
eliminated.


 


Section 14.  Effective Date of the Plan.


 


The
Plan shall become effective upon the Distribution.


 


Section 15.  Term of the Plan.


 


No Award shall be granted
under the Plan after the date of the annual shareholders meeting in the tenth
year after the effective date of the Plan. 
However, unless otherwise expressly provided in the Plan or in an
applicable Award Agreement, any Award theretofore granted may extend beyond
such date, and the authority of the Board to amend, alter, adjust, suspend,
discontinue, or terminate any such Award, or to waive any conditions or rights
under any such Award, and the authority of the Board to amend the Plan, shall
extend beyond such date.