Unassociated Document


    EXHIBIT
      10.2                              


    
 

    AMENDED
      AND RESTATED 1997 EQUITY PLAN FOR NON-EMPLOYEE

    DIRECTORS
      OF HNI CORPORATION

    


    


    1. Establishment
      and Purpose. HNI
      Corporation, an Iowa corporation (the "Corporation"), previously established
      this 1997 Equity Plan for Non-Employee Directors of HNI Corporation (the
      "Plan"). The Corporation hereby restates the Plan effective as of August 8,
      2006, as set forth herein. 

    


    The
      purposes of the Plan are to: (1) promote the growth and long-term success of
      HNI
      Corporation, an Iowa corporation (the "Corporation"), by offering Non-Employee
      Directors the ability to acquire Common Stock of the Corporation; (2) enable
      the
      Corporation to attract and retain qualified persons to serve as Non-Employee
      Directors, which services are considered essential to the long-term success
      of
      the Corporation, by offering them an opportunity to own Common Stock of the
      Corporation; and (3) provide Non-Employee Directors with the opportunity to
      invest certain amounts of their compensation payable for services as a Director
      in shares of Common Stock.

    


    2. Definitions.
      In
      addition to the other terms defined elsewhere herein, wherever the following
      terms are used in this Plan with initial capital letters, they shall have the
      meanings specified below, unless the context clearly indicates
      otherwise.

    


    "1995
      Plan"
      shall
      mean the HNI Corporation Stock-Based Compensation Plan, as amended and restated
      effective February 11, 1998.

    


    "Accounting
      Month"
      shall
      mean any calendar month during an Accounting Period in which Fees subject to
      payment hereunder as Mandatory Shares or Voluntary Shares are
      earned.

    


    "Accounting
      Period"
      shall
      mean the calendar year.

    


    "Award"
      shall
      mean an award of an Option Right, Restricted Stock or Common Stock Grant under
      this Plan.

    


    "Board"
      shall
      mean the Board of Directors of the Corporation.

    


    "Code"
      shall
      mean the Internal Revenue Code of 1986, as amended from time to
      time.

    


    "Common
      Stock"
      shall
      mean the Common Stock, $1.00 par value, of the Corporation, and any security
      into which such Common Stock may be converted or for which such Common Stock
      may
      be exchanged by reason of any transaction or event of the type described in
      Section 8 of this Plan.

    


    "Common
      Stock Grant"
      shall
      mean Common Stock, other than Restricted Stock, awarded pursuant to Section
      5 of
      this Plan.

    


    "Corporation"
      shall
      have the meaning set forth in Section 1, and shall include its
      successors.

    


    "Date
      of Award"
      shall
      mean the date specified by the Board on which an Award shall become effective,
      which shall not be earlier than the date on which the Board takes action with
      respect thereto.

    


    "Election
      Fees"
      shall
      mean: (i) prior to May 12, 1998, the Fees, less the Mandatory Retainer Amount
      for the applicable Accounting Period; and (ii) on or after May 12, 1998, the
      Fees.

    


    "Employee"
      shall
      mean any officer or other employee of the Corporation or of any corporation
      which is then a Subsidiary.

    


    "Fair
      Market Value" shall
      mean the average of the high and low transaction prices of a share of Common
      Stock as reported on the New York Stock Exchange on the date as of which such
      value is being determined, or, if there shall be no reported transactions for
      such date, on the next preceding date for which transactions were reported;
      provided, however, that if Fair Market Value for any date cannot be so
      determined, Fair Market Value shall be determined by the Board by whatever
      means
      or method as it, in the good faith exercise of its discretion, shall at such
      time deem appropriate.

    


    "Fees"
      means
      the Retainer and other Non-Employee Director compensation payable in
      cash.

    


    "Issuance
      Date" shall
      have the
      meaning set forth in Section 6(a). 

    


    "Mandatory
      Retainer Amount"
      shall
      have the meaning set forth in Section 6(a).

    


    "Mandatory
      Shares"
      shall
      have the meaning set forth in Section 6(a).

    


    "Market
      Value per Share,"
      as used
      in Sections 6(a) and 6(c) herein, shall have the meaning set forth in the Plan,
      as in effect prior to August 8, 2006. 

    


    "Non-Employee
      Director"
      shall
      mean a member of the Board who is not an Employee.

    


    "Optionee"
      shall
      mean a Non-Employee Director to whom an Option Right is awarded under this
      Plan.

    


    "Option
      Price"
      shall
      mean the purchase price payable upon the exercise of an Option
      Right.

    


    "Option
      Right"
      shall
      mean the right to purchase shares of Common Stock from the Corporation upon
      the
      exercise of an option awarded hereunder.

    


    "Participant"
      shall
      mean a Non-Employee Director (or a person who has agreed to commence serving
      in
      such capacity) who is selected by the Board to receive Awards or Mandatory
      Shares under this Plan or who has elected to receive Voluntary
      Shares.

    


    "Participation
      Agreement"
      shall
      mean the agreement submitted by a Non-Employee Director to the Secretary of
      the
      Corporation pursuant to which the Non-Employee Director may elect to receive
      all
      or any portion of his or her Election Fees in the form of Voluntary Shares
      for a
      specified period in the future.

    


    "Performance
      Objectives"
      shall
      mean the performance objectives that may be established by the Board pursuant
      to
      this Plan for Participants who have received Awards.

    


    "Plan"
      shall
      mean the Amended and Restated 1997 Equity Plan for Non-Employee Directors of
      HNI
      Corporation as set forth herein, as the same may be amended or restated from
      time to time.

    


    "Restricted
      Stock"
      shall
      mean Common Stock awarded pursuant to Section 5 of this Plan as to which neither
      the substantial risk of forfeiture nor the restrictions on transfer referred
      to
      in Section 5 hereof have expired.

    


    "Restricted
      Stockholder"
      shall
      mean a Non-Employee Director to whom Restricted Stock has been awarded under
      this Plan.

    


    "Retainer"
      shall
      mean the portion of a Non-Employee Director's annual compensation that is
      payable without regard to number of board or committee meetings attended or
      committee positions.

    


    "Rule
      16b-3"
      shall
      mean Rule 16b-3 under the Securities Exchange Act of 1934, or any successor
      rule.

    


    "Subsidiary"
      shall
      mean any corporation, partnership, joint venture, limited liability Corporation,
      unincorporated association or other entity (each, an "Entity") in an unbroken
      chain of Entities beginning with the Corporation if each of the Entities other
      than the last Entity in the unbroken chain then owns stock or other interests
      possessing 50 percent or more of the total combined voting power of all classes
      of stock or other interests in one of the other Entities in such
      chain.

    


    "Termination
      of Directorship"
      shall
      mean the time when a Participant ceases to be a Director for any reason,
      including, without limitation, a termination by resignation, removal, failure
      to
      be elected or reelected, death or retirement.

    


    "Voluntary
      Shares"
      shall
      have the meaning set forth in Section 6(b).

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    3. Shares
      Available under the Plan.
      Subject
      to adjustment as provided in Section 8 of this Plan, the number of shares of
      Common Stock issued or transferred, plus the number of shares of Common Stock
      covered by outstanding Awards and not forfeited under this Plan, shall not
      in
      the aggregate exceed 400,000 shares, which may be shares of original issuance
      or
      shares held in treasury or a combination thereof. If an Option Right lapses
      or
      terminates before such Option is exercised or shares of Restricted Stock or
      Common Stock Grants are forfeited, for any reason, the shares covered thereby
      may again be made subject to Awards, Mandatory Shares or Voluntary Shares under
      this Plan.

    


    4. Option
      Rights.
      The
      Board may from time to time authorize Awards to Participants of Options to
      purchase shares of Common Stock upon such terms and conditions as the Board
      may
      determine in accordance with the following provisions:

    


    (a) Each
      Award shall specify the number of shares of Common Stock to which the Option
      Rights pertain.

    


    (b) Each
      Award of Option Rights shall specify an Option Price per share of Common Stock,
      which shall be equal to or greater than the Fair Market Value on the Date of
      Award.

    


    (c) Each
      Award of Option Rights shall specify the form of consideration to be paid in
      satisfaction of the Option Price and the manner of payment of such
      consideration, which may include: (i) cash in the form of currency or check
      or
      other cash equivalent acceptable to the Corporation; (ii) nonforfeitable,
      nonrestricted shares of Common Stock, which are already owned by the Optionee
      and have a value at the time of exercise that is equal to the Option Price;
      (iii) any other legal consideration that the Board may deem appropriate,
      including (without limitation) any form of consideration authorized under
      Section 4(d) below, on such basis as the Board may determine in accordance
      with
      this Plan; and (iv) any combination of the foregoing.

    


    (d) On
      or
      after the Date of Award of any Option Right, the Board may determine that
      payment of the Option Price may also be made in whole or in part in the form
      of
      shares of Restricted Stock or other shares of Common Stock that are subject
      to
      risk of forfeiture or restrictions on transfer. Unless otherwise determined
      by
      the Board on or after the Date of Award, whenever any Option Price is paid
      in
      whole or in part by means of any of the forms of consideration specified in
      this
      Section 4(d), the shares of Common Stock received by the Optionee upon the
      exercise of the Option Right shall be subject to the same risks of forfeiture
      or
      restrictions on transfer as those that applied to the consideration surrendered
      by the Optionee; provided,
      however,
      that
      such risks of forfeiture and restrictions on transfer shall apply only to the
      same number of shares of Common Stock received by the Optionee as applied to
      the
      forfeitable or restricted shares of Common Stock surrendered by the
      Optionee.

    


    (e) Any
      Award
      of Option Rights may provide for the deferred payment of the Option Price from
      the proceeds of sale through a broker of some or all of the shares of Common
      Stock to which the exercise relates.

    


    (f) Successive
      Awards may be made to the same Participant regardless of whether any Option
      Rights previously awarded to the Participant remain unexercised.

    


    (g) Each
      Award shall specify the period or periods of continuous service as a
      Non-Employee Director by the Optionee that are necessary or Performance
      Objectives that must be achieved before the Option Rights or installments
      thereof shall become exercisable, and any Award may provide for the earlier
      exercise of the Option Rights in the event of a change in control of the
      Corporation or other transaction or event.

    


    (h) On
      or
      after the Date of Award of any Option Right, the Board may provide for the
      payment to the Optionee of dividend equivalents thereon in cash or shares of
      Common Stock on a current or contingent basis.

    


    (i) The
      term
      of an Option Right shall be set by the Board; provided,
      however,
      that no
      Option Right awarded pursuant to this Section 4 may have a term of more than
      10
      years from the Date of Award.

    


    (j) Each
      Award of an Option Right shall be evidenced by a written Stock Option Agreement,
      which shall be executed on behalf of the Corporation by any officer thereof
      and
      delivered to and accepted by the Optionee and shall contain such terms and
      provisions as the Board may determine consistent with this Plan.

    


    5. Common
      Stock Grants and Restricted Stock.
      The
      Board may also authorize Awards to Participants of Common Stock Grants and
      Restricted Stock upon such terms and conditions as the Board may determine
      in
      accordance with the following provisions:

    


    (a) A
      Common
      Stock Grant consists of the transfer by the Corporation to a Participant of
      shares of Common Stock in consideration and as additional compensation for
      services performed for the Corporation. Each Award of Common Stock Grants and
      Restricted Stock shall constitute an immediate transfer of the ownership of
      shares of Common Stock to the Participant in consideration of the performance
      of
      services, entitling such Participant to dividend, voting and other ownership
      rights, subject to, in the case of Awards of Restricted Stock, the substantial
      risk of forfeiture and restrictions on transfer hereinafter referred
      to.

    


    (b) Each
      Award of Restricted Stock shall provide that the shares of Restricted Stock
      covered thereby shall be subject to a "substantial risk of forfeiture" within
      the meaning of Section 83 of the Code for a period to be determined by the
      Board
      on the Date of Award, and may provide for the termination of such risk of
      forfeiture upon the achievement of certain Performance Objectives, in the event
      of a change in control of the Corporation, or upon any other transaction or
      event.

    


    (c) Each
      Award of Restricted Stock shall provide during the period for which such
      substantial risk of forfeiture is to continue, and any Award of Common Stock
      Grants may provide, that the transferability of the shares of Common Stock
      subject to such Awards shall be prohibited or restricted in the manner and
      to
      the extent prescribed by the Board on the Date of Award. Such restrictions
      may
      include, without limitations, rights of repurchase or first refusal in the
      Corporation or provisions subjecting the shares of Restricted Stock to a
      continuing substantial risk of forfeiture in the hands of any
      transferee.

    


    (d) Any
      Award
      of a Common Stock Grant or Restricted Stock may be made in consideration of
      payment by the Participant of an amount that is less than the Fair Market Value
      per share on the Date of Award.

    


    (e) Any
      Award
      of Restricted Stock may require that any or all dividends or other distributions
      paid on the shares of Restricted Stock during the period of such restrictions
      be
      automatically sequestered and reinvested on an immediate or deferred basis
      in
      additional shares of Common Stock, in which case such additional shares of
      Common Stock shall be subject to the same restrictions as the underlying Award
      or such other restrictions as the Board may determine. 

    


    (f) Each
      Award of a Common Stock Grant and Restricted Stock may be evidenced by a Stock
      Grant Agreement or Restricted Stock Agreement (as the case may be), executed
      on
      behalf of the Corporation by any officer thereof and delivered to and accepted
      by the Participant containing such terms and provisions as the Board may
      determine consistent with this Plan. Unless otherwise directed by the Board,
      all
      certificates representing shares of Restricted Stock, together with a stock
      power endorsed in blank by the Participant with respect to the shares of
      Restricted Stock, shall be held in custody by the Corporation until all
      restrictions thereon lapse.

    


    (g) The
      Board
      may provide, at or after the Date of Award of any Common Stock Grant or
      Restricted Stock, for the payment of a cash award intended to offset the amount
      of tax that the Participant may incur in connection with such Common Stock
      Grant
      or Restricted Stock, including, without limitation, tax on the receipt of such
      cash award; provided, however, that any such payment shall be made no later
      than
      2-1/2 months after the end of the calendar year: (i) in which the grant is
      made,
      in the case of a Common Stock Grant; or (ii) in which the forfeiture
      restrictions lapse, in the case of Restricted Stock.

    


    (h) The
      Board
      may provide in any individual Stock Grant Agreement or Restricted Stock
      Agreement that the Corporation shall have the right to repurchase the Restricted
      Stock then subject to restrictions under the Restricted Stock Agreement, or
      the
      Common Stock subject to the Common Stock Grant, immediately upon a Termination
      of Directorship for any reason at a cash price per share equal to the cash
      price
      paid by the Participants for such Restricted Stock or Common Stock. In the
      discretion of the Board, provision may be made that no such right of repurchase
      shall exist in the event of a Termination of Directorship without cause or
      because of the Participant's retirement, death or permanent and total
      disability.

    


     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    6. Mandatory
      Shares and Voluntary Shares. 

    


    (a) Mandatory
      Shares.
      Prior
      to May 12, 1998, each Non-Employee Director shall be paid, in the form of shares
      of Common Stock ("Mandatory Shares"), ten percent (10%) of his or her Retainer
      with respect to such Accounting Period or portions thereof as the Board shall
      designate (the "Mandatory Retainer Amount"). No later than ten (10) days
      following the date of each quarterly Board meeting (the "Issuance Date"), the
      Corporation shall issue to each Non-Employee Director a number of Mandatory
      Shares equal to: (i) the portion of such Director's Mandatory Retainer Amount
      earned during such Accounting Month; divided by (ii) the Market Value per Share
      on the first day of the Accounting Month during which such Mandatory Shares
      were
      earned (the "Valuation Date"). For purposes of this Section 6(a), the Mandatory
      Retainer Amount and the Mandatory Shares related thereto shall be deemed earned
      during the Accounting Month during which such Mandatory Retainer Amount would
      otherwise be payable by the Corporation if paid in cash. On and after May 12,
      1998, Mandatory Shares shall no longer be payable to Non-Employee Directors
      under the Plan with respect to Fees earned on and after such date.

    


    (b) Voluntary
      Shares.
      Each
      Non-Employee Director shall be eligible to elect to receive shares of Common
      Stock in accordance with the following provisions:

    


    (i) Prior
      to
      the commencement of each Accounting Period (or by such other date as may be
      specified by the Board), a Participant may elect, by the filing of a
      Participation Agreement, to have up to 100 percent of his or her Election Fees
      paid by the Corporation in the form of shares of Common Stock in lieu of a
      cash
      payment (the "Voluntary Shares"). Such Participation Agreement must, except
      as
      the Board may otherwise provide, be filed as a one-time election for the
      applicable Accounting Period. Unless the Director revokes or changes such
      election by filing a new Participation Agreement by the due date therefor
      specified in this Section 6(b), such election shall apply to a Participant's
      Election Fees for the subsequent Accounting Period only. Once an election
      has been terminated, another election may not be made effective until the
      commencement of the next subsequent full Accounting Period unless the Board
      shall have otherwise provided. 

    


    (ii) No
      later
      than the Issuance Date, the Corporation shall issue to each Participant who
      has
      made an election under Section 6(b), a number of Voluntary Shares for the
      immediately preceding Accounting Month equal to: (i) the portion of such
      Director's Election Fees for such Accounting Month that such Director has
      elected to receive as Voluntary Shares; divided by (ii) the Fair Market Value
      per share of Common Stock on the date on which the Director would have been
      paid
      the Election Fees in cash (but for the election to receive Voluntary
      Shares).

    


    (c) Transition
      Rule.
      No
      later than March 10, 1998, each Participant shall be issued, in addition to
      such
      number of Mandatory Shares and Voluntary Shares to which he or she is otherwise
      entitled pursuant to Sections 6(a) and (b) hereof for the Accounting Month
      ended
      February 28, 1998, (i) a number of Mandatory Shares equal to (x) $500 divided
      by
      the Market Value per Share on August 1, 1997, (y) $500 divided by the Market
      Value per Share on November 3, 1997, and (z) $500 divided by the Market Value
      per Share on February 2, 1998, and (ii) a number of Voluntary Shares for the
      period May 13, 1997 through January 31, 1998 (the "Transition Period")
      equal to (x) the portion of such Participant's Election Fees for the Transition
      Period that such Participant has elected to receive as Voluntary Shares, divided
      by (y) the Market Value per share on the first day of the Accounting Month
      during which such Voluntary Shares were earned, (collectively, the "Transition
      Shares"). For purposes of this Section 6(c), the above-referenced Mandatory
      Shares and Voluntary Shares shall be deemed earned during the Accounting Month
      during which such Mandatory Shares and Voluntary Shares (and the amounts
      underlying such Shares) would otherwise have been payable by the Corporation
      if
      paid in cash. 

    


    7. Transferability. 

    


    (a) Except
      as
      may be otherwise determined by the Board, Awards under this Plan may be
      transferred by a Participant only by will or the laws of descent and
      distribution and Option Rights may not be exercised during a Participant's
      lifetime except by the Participant or, in the event of the Participant's legal
      incapacity, by his or her guardian or legal representative acting in a fiduciary
      capacity on behalf of the Participant under state law and court
      supervision.

    


    (b) Any
      Award
      made under this Plan may provide that all or any part of the shares of Common
      Stock that are to be issued or transferred by the Corporation upon the exercise
      of Option Rights, or are no longer subject to the substantial risk of forfeiture
      and restrictions on transfer referred to in Section 5 of this Plan, shall be
      subject to further restrictions upon transfer.

    


    (c) To
      the
      extent required to satisfy any condition to exemption available pursuant to
      Rule
      16b-3, Mandatory Shares and Voluntary Shares acquired by a Participant shall
      be
      held by the Participant for a period of at least six months following the date
      of such acquisition.

    


    8. Adjustments.
      The
      Board may make or provide for such adjustments in the: (a) number of shares
      of
      Common Stock covered by outstanding Awards and Mandatory Shares or subject
      to
      elections to receive Voluntary Shares; (b) prices per share applicable to Option
      Rights, and (c) kind of shares (including, without limitation, shares of
      another issuer) covered thereby, as the Board in its sole discretion may in
      good
      faith determine to be equitably required in order to prevent dilution or
      enlargement of the rights of Participants that otherwise would result from
      (x)
      any stock dividend, stock split, combination of shares, recapitalization or
      other change in the capital structure of the Corporation, (y) any merger,
      consolidation, spin-off, split-off, split-up, reorganization, partial or
      complete liquidation or other distribution of assets, or issuance of rights
      or
      warrants to purchase securities, or (z) any other corporate transaction or
      event
      having an effect similar to any of the foregoing. In the event of any such
      transaction or event, the Board may provide in substitution for any or all
      outstanding Awards, Mandatory Shares or Voluntary Shares to be issued under
      this
      Plan such alternative consideration as it may in good faith determine to be
      equitable under the circumstances and may require in connection therewith the
      surrender of all Awards, Mandatory Shares or Voluntary Shares so replaced.
      The
      Board may also make or provide for such adjustments in the numbers and kind
      of
      shares specified in Section 3 of this Plan as the Board may in good faith
      determine to be appropriate in order to reflect any transaction or event
      described in this Section 8.

    


    9. Fractional
      Shares.
      The
      Corporation shall not be required to issue any fractional shares of Common
      Stock
      pursuant to this Plan. The Board may provide for the elimination of fractions,
      for the settlement thereof in cash or for such other adjustments contemplated
      by
      Section 8 of this Plan. 

    


    10. Withholding
      Taxes.
      To the
      extent, if any, that the Corporation is required to withhold federal, state,
      local or foreign taxes in connection with any payment made or benefit realized
      by a Participant or other person under this Plan, and the amounts available
      to
      the Corporation for the withholding are insufficient, it shall be a condition
      to
      the receipt of any such payment or the realization of any such benefit that
      the
      Participant or such other person make arrangements satisfactory to the
      Corporation for payment of the balance of any taxes required to be withheld.
      At
      the discretion of the Board, any such arrangements may include relinquishment
      of
      a portion of any such payment or benefit. The Corporation and any Participant
      or
      such other person may also make similar arrangements with respect to the payment
      of any taxes with respect to which withholding is not required. 

    


    11. Certain
      Terminations of Directorships.

    


    (a) Notwithstanding
      any other provision of this Plan to the contrary, in the event of Termination
      of
      Directorship by reason of death or disability, or in the event of hardship
      or
      other special circumstances, of a Participant who holds an Option Right that
      is
      not immediately and fully exercisable or any Award as to which the substantial
      risk of forfeiture or the prohibition or restriction on transfer has not lapsed,
      the Board may in its sole discretion take any action that it deems to be
      equitable under the circumstances or in the best interests of the Corporation,
      including, without limitation, waiving or modifying any limitation or
      requirement with respect to any Award under this Plan.

    


    (b) If
      a
      Non-Employee Director becomes an Employee while continuing to serve as a
      Director, that fact alone shall not result in a Termination of Directorship
      or
      otherwise impair the rights such Director may have under this Plan, including,
      without limitation, the rights such Director may have under any Award
      outstanding under this Plan, but such Director shall no longer be eligible
      to
      receive any further Awards under this Plan.

    


    12. Administration.

    


    (a) Administration
      by the Board; Delegation.
      This
      Plan shall be administered by the Board, which may from time to time delegate
      all or any part of its authority under this Plan to a committee or subcommittee
      of not less than two Directors appointed by the Board who are "non-employee
      directors" within the meaning of that term as defined in Rule 16b-3. To the
      extent of any delegation by the Board under this Plan, references in this Plan
      to the Board shall also refer to the applicable committee or subcommittee.
      The
      majority of any such committee or subcommittee shall constitute a quorum, and
      the action of a majority of its members present at any meeting at which a quorum
      is present, or acts unanimously approved in writing, shall be the acts of such
      committee or subcommittee.

    


    (b) Administrative
      Powers.
      The
      Board shall have the power to interpret this Plan, the Option Rights, the Common
      Stock Grants, the Restricted Stock, the Mandatory Shares and elections to
      receive Voluntary Shares, and the agreements pursuant to which the Option
      Rights, the Common Stock Grants, the Restricted Stock, the Mandatory Shares
      and
      Voluntary Shares are awarded and issued (including Participation Agreements),
      and to adopt such rules for the administration, interpretation and application
      of this Plan and such agreements as are consistent therewith and to interpret,
      amend or revoke any such rules. Any Award under this Plan need not be the same
      with respect to each Optionee or Restricted Stockholder.

    


    (c) Professional
      Assistance; Good Faith Actions.
      All
      expenses and liabilities which members of the Board incur in connection with
      the
      administration of this Plan shall be borne by the Corporation. The Board may
      employ attorneys, consultants, accountants, appraisers, brokers or other
      persons. The Board, the Corporation and the Corporation's officers and Directors
      shall be entitled to rely upon the advice, opinions or valuations of any such
      persons. All actions taken and all interpretations and determinations made
      by
      the Board in good faith shall be final and binding upon all Participants, the
      Corporation and all other interested persons. No members of the Board shall
      be
      personally liable for any action, determination or interpretation made in good
      faith with respect to this Plan, or any Option, Common Stock Grant, Restricted
      Stock, Mandatory Shares or Voluntary Shares, and all members of the Board shall
      be fully protected by the Corporation in respect of any such action,
      determination or interpretation.

    


    13. Amendment,
      Suspension, Termination and Other Matters.

    


    (a) This
      Plan
      may be wholly or partially amended or otherwise modified, suspended or
      terminated at any time or from time to time by the Board. However, without
      further approval of the stockholders of the Corporation, no action of the Board
      may, except as provided in Section 8 of this Plan, increase the limits imposed
      in Section 3 on the maximum number of shares of Common Stock which may be issued
      under this Plan, and no action of the Board may be taken that would otherwise
      require stockholder approval as a matter of applicable law or the rules of
      any
      U.S. stock exchange, including the New York Stock Exchange, on which the Common
      Stock may be listed for trading or authorized for quotation. No amendment,
      suspension or termination of this Plan shall, without the consent of the holder
      of an Award, alter or impair any rights or obligations under any Award
      theretofore granted, unless the Award itself otherwise expressly so
      provides.

    


    (b) The
      Board
      may make under this Plan any Award or combination of Awards authorized under
      this Plan in exchange for the cancellation of an Award that was not made under
      this Plan.

    


    (c) Except
      as
      provided in Section 13(d) of this Plan, the making of one or more Awards to
      a
      Non-Employee Director under this Plan shall not preclude the making of Awards
      to
      such Non-Employee Director under any other stock option or incentive plan
      previously or subsequently adopted by the Board, nor shall the fact that a
      Non-Employee Director has received one or more awards under the 1995 Plan or
      under any other stock option or incentive plan of the Corporation preclude
      such
      Non-Employee Director from receiving awards under this Plan.

    


    (d) Upon
      approval of this Plan by the shareholders of the Corporation, Article V of
      the
      1995 Plan shall be discontinued, except that any amounts remaining payable
      to
      Non-Employee Directors pursuant to Article V of the 1995 Plan shall be paid
      in
      accordance with its terms.

    


    14. Termination
      of the Plan.
      No
      further awards shall be made under this Plan after the passage of 10 years
      from
      the date on which this Plan is first approved by the shareholders of the
      Corporation.

    


    15. Effective
      Date.
      The
      effective date of this Plan, as amended and restated, shall be the date set
      forth in Section 1, above.