EX-10.10






Exhibit 10.10




CHAMPION ENTERPRISES, INC.




2005 EQUITY COMPENSATION AND INCENTIVE PLAN




(As Amended December 31, 2008)




 









 





Table of Contents




	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	I GENERAL PROVISIONS	 	 	1	 
	 	1.1	 	 	Establishment
	 	 	1	 
	 	1.2	 	 	Purpose
	 	 	1	 
	 	1.3	 	 	Definitions
	 	 	1	 
	 	1.4	 	 	Administration
	 	 	8	 
	 	1.5	 	 	Participants
	 	 	9	 
	 	1.6	 	 	Stock
	 	 	9	 
	 	1.7	 	 	Repricing
	 	 	10	 
	II STOCK OPTIONS	 	 	11	 
	 	2.1	 	 	Grant of Options
	 	 	11	 
	 	2.2	 	 	Incentive Stock Options
	 	 	11	 
	 	2.3	 	 	Option Price
	 	 	12	 
	 	2.4	 	 	Payment for Option Shares
	 	 	12	 
	III STOCK APPRECIATION RIGHTS	 	 	12	 
	 	3.1	 	 	Grant of Stock Appreciation Rights
	 	 	12	 
	 	3.2	 	 	Exercise Price
	 	 	13	 
	 	3.3	 	 	Exercise of Stock Appreciation Rights
	 	 	13	 
	 	3.4	 	 	Stock Appreciation Right Entitlement
	 	 	13	 
	 	3.5	 	 	Maximum Stock Appreciation Right Amount Per Share
	 	 	13	 
	IV RESTRICTED STOCK AND UNITS	 	 	14	 
	 	4.1	 	 	Grant of Restricted Stock and Restricted Stock Units
	 	 	14	 
	 	4.2	 	 	Restricted Stock Agreement
	 	 	14	 
	 	4.3	 	 	Transferability
	 	 	14	 
	 	4.4	 	 	Other Restrictions
	 	 	14	 
	 	4.5	 	 	Voting Rights
	 	 	14	 
	 	4.6	 	 	Dividends and Dividend Equivalents
	 	 	14	 
	 	4.7	 	 	Settlement of Restricted Stock Units
	 	 	15	 
	V PERFORMANCE AWARDS	 	 	15	 
	 	5.1	 	 	Grant of Performance Awards
	 	 	15	 
	 	5.2	 	 	Terms of Performance Awards
	 	 	15	 
	VI ANNUAL INCENTIVE AWARDS	 	 	16	 
	 	6.1	 	 	Grant of Annual Incentive Awards
	 	 	16	 
	 	6.2	 	 	Payment of Annual Incentive Awards
	 	 	17	 
	VII CODE SECTION 162(m) PERFORMANCE MEASURE AWARDS	 	 	17	 
	 	7.1	 	 	Awards Granted Under Code Section 162(m)
	 	 	17	 
	 	7.2	 	 	Attainment of Code Section 162 Goals
	 	 	18	 
	 	7.3	 	 	Individual Participant Limitations
	 	 	18	 
	VIII NON-EMPLOYEE DIRECTOR STOCK RETAINERS	 	 	18	 
	 	8.1	 	 	In General
	 	 	18	 
	 	8.2	 	 	Stock Retainers
	 	 	18	 
	 	8.3	 	 	Stock Retainer Election
	 	 	19	 
	 	8.4	 	 	Deferred Stock Grant
	 	 	20	 
	IX TERMINATION OF EMPLOYMENT OR SERVICES	 	 	20	 






i









 





Table of Contents

(Continued)





	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	Page	 
	 	9.1	 	 	Options and Stock Appreciation Rights
	 	 	20	 
	 	9.2	 	 	Restricted Stock and Restricted Stock Units
	 	 	21	 
	 	9.3	 	 	Performance Awards
	 	 	22	 
	 	9.4	 	 	Annual Incentive Awards
	 	 	22	 
	 	9.5	 	 	Stock Retainers
	 	 	23	 
	 	9.6	 	 	Other Provisions
	 	 	23	 
	X ADJUSTMENTS AND CHANGE IN CONTROL	 	 	23	 
	 	10.1	 	 	Adjustments
	 	 	23	 
	 	10.2	 	 	Change in Control
	 	 	23	 
	XI MISCELLANEOUS	 	 	25	 
	 	11.1	 	 	Partial Exercise/Fractional Shares
	 	 	25	 
	 	11.2	 	 	Rights Prior to Issuance of Shares
	 	 	25	 
	 	11.3	 	 	Non-Assignability; Certificate Legend; Removal
	 	 	25	 
	 	11.4	 	 	Securities Laws
	 	 	26	 
	 	11.5	 	 	Withholding Taxes
	 	 	26	 
	 	11.6	 	 	Termination and Amendment
	 	 	27	 
	 	11.7	 	 	Effect on Employment or Services
	 	 	27	 
	 	11.8	 	 	Use of Proceeds
	 	 	28	 
	 	11.9	 	 	Repurchase Rights
	 	 	28	 
	 	11.10	 	 	Severability
	 	 	28	 
	 	11.11	 	 	Beneficiary Designation
	 	 	28	 
	 	11.12	 	 	Unfunded Obligation
	 	 	28	 
	 	11.13	 	 	Approval of Plan
	 	 	29	 






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CHAMPION ENTERPRISES, INC.

2005 EQUITY COMPENSATION AND INCENTIVE PLAN

(Effective May 3, 2005

as Amended December 31, 2008)




I GENERAL PROVISIONS




     1.1 Establishment. On December 7, 2004, the Board of Directors (“Board”) of Champion
Enterprises, Inc. (“Corporation”) adopted the Champion Enterprises, Inc. 2005 Equity Compensation
and Incentive Plan (“Plan”), as an amendment and restatement of the 1995 Stock Option and Incentive
Plan, as approved by shareholders at the Corporation’s Annual Meeting on May 3, 2005. On September
26, 2008, the Board approved amendments to the Plan, to be effective December 31, 2008.



     1.2 Purpose. The purpose of the Plan is to (a) promote the best interests of the
Corporation and its shareholders by encouraging Employees, Non-Employee Directors, and Consultants
of the Corporation and its Subsidiaries to acquire an ownership interest in the Corporation through
the granting of stock-based Awards and Non-Employee Director Stock Retainers, thus identifying
their interests with those of shareholders, and (b) enhance the ability of the Corporation to
attract and retain qualified Employees, Non-Employee Directors and Consultants. It is the further
purpose of the Plan to permit the granting of Awards that will constitute performance based
compensation, as described in Code Section 162(m) and regulations promulgated thereunder.



     1.3 Definitions. As used in this Plan, the following terms have the meaning described
below:



          (a) “Agreement” means the written document that sets forth the terms of a Participant’s Award.




          (b) “Annual Incentive Award” means an Award that is granted in accordance with Article VI of
the Plan.




          (c) “Annual Meeting” means the Corporation’s annual meeting of shareholders.




          (d) “Award” means any form of Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit, Performance Award, Annual Incentive Award or other incentive award granted under the
Plan.




          (e) “Board” means the Board of Directors of the Corporation.




          (f) “Change in Control”





          (i) In the context of Awards exempt from Code Section 409A means the occurrence of any
of the following Change in Control events:



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          (A) any “person” (as defined in Section 13(d) and 14(d) of the Exchange Act),
excluding for this purpose, the Corporation or any Subsidiary of the Corporation,
or any employee benefit plan of the Corporation or any subsidiary of the
Corporation, or any person or entity organized, appointed or established by the
Corporation for or pursuant to the terms of any such plan which acquires beneficial
ownership of voting securities of the Corporation, which is or becomes the
beneficial owner, directly or indirectly of securities of the Corporation
representing more than 50% of the combined voting power of the Corporation’s then
outstanding securities; provided, however, that no Change in Control shall be
deemed to have occurred (x) as a result of a change in ownership percentage
resulting solely from an acquisition of securities by the Corporation, or (y) if a
person inadvertently acquires an ownership interest in more than 50% but then
promptly reduces that ownership interest to 50% or less;




          (B) during any two (2) consecutive years (not including any period beginning
prior to May 3, 2005), individuals who at the beginning of such two-year period
constitute the Board and any new Director (except for a Director designated by a
person who has entered into an agreement with the Corporation to effect a
transaction described elsewhere in this definition of Change in Control), whose
election by the Board or nomination for election by the Corporation’s shareholders
was approved by a vote of at least two-thirds of the Directors then still in office
who either were Directors at the beginning of the period or whose election or
nomination for election was previously so approved (such individuals and any such
new Director, an “Incumbent Director” and, collectively, the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board; provided,
however, that any such person whose initial assumption of office is in connection
with an actual or threatened election contest relating to the election of members
of the Board or other actual or threatened solicitation of proxies or consents by
or on behalf of a “person” (as defined in Section 13(d) and 14(d) of the Exchange
Act) other than the Board, including by reason of agreement intended to avoid or
settle any such actual or threatened contest of solicitation, shall not be
considered an Incumbent Director;




          (C) consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Corporation (a
“Business Combination”), in each case, unless, following such Business Combination,
(x) all or substantially all of the individuals and entities who were the
beneficial owners of outstanding voting securities of the Corporation immediately
prior to such Business Combination beneficially own, by reason of such ownership of
the Corporation’s voting securities immediately before the Business Combination,
directly or indirectly, more than 50% of the combined voting power of the then
outstanding voting securities entitled to vote



2









 







generally in the election of directors of the company resulting from such
Business Combination (including, without limitation, a company which as a result of
such transaction owns the Corporation or all or substantially all of the
Corporation’s assets either directly or through one or more Subsidiaries in
substantially the same proportions as their ownership, immediately prior to such
Business Combination of the outstanding voting securities of the corporation; (y)
no person (excluding any company resulting from such Business Combination or any
employee benefit plan (or related trust) of the Corporation or such company
resulting from such Business Combination) beneficially owns, directly or
indirectly, 35% or more of, respectively, the then combined voting power of the
then outstanding voting securities of such company except to the extent that such
ownership existed prior to the Business Combination; and (z) at least a majority of
the members of the board of directors of the company resulting from such Business
Combination were members of the Incumbent Board at the time of the execution of the
initial agreement, or of the action of the Board, providing for such Business
Combination;




          (D) the shareholders of the Corporation approve a complete liquidation or
dissolution of the Corporation; or




          (E) any other event that the Board, in its sole discretion, shall determine
constitutes a Change in Control.




          (ii) In the context of Awards not exempt from Code Section 409A, means the occurrence
of any of the following Change in Control events:




          (A) If any one person, or more than one person acting as a group (as defined
in Code Section 409A and IRS guidance issued thereunder), acquires ownership of
Common Stock of the Corporation that, together with stock held by such person or
group, constitutes more than fifty (50) percent of the total fair market value or
total voting power of the Common Stock of the Corporation. However, if any one
person or more than one person acting as a group, is considered to own more than
fifty (50) percent of the total fair market value or total voting power of the
Common Stock of the Corporation, the acquisition of additional stock by the same
person or persons is not considered to cause a Change in Control, or to cause a
Change in the Effective Control of the Corporation (within the meaning of Code
Section 409A and IRS guidance issued thereunder). An increase in the percentage of
Common Stock owned by any one person, or persons acting as a group, as a result of
a transaction in which the Corporation acquires its stock in exchange for property
shall be treated as an acquisition of stock for purposes of this Section. This
paragraph applies only when there is a transfer of stock of the Corporation (or
issuance of stock of the Corporation), and stock in such Corporation remains
outstanding after the transaction. This Subsection (A) shall constitute a “Change
in Ownership” of the Corporation.



3









 






          (B) If a majority of members on the Corporation’s Board of Directors (the
“Board”) is replaced during any 12-month period by directors whose appointment or
election is not endorsed by a majority of the members of the Corporation’s Board
prior to the date of the appointment or election (provided that for purposes of
this paragraph, the term Corporation refers solely to the “relevant” Corporation,
as defined in Code Section 409A and IRS guidance issued thereunder), for which no
other Corporation is a majority shareholder. The Subsections (B) shall constitute
a “Change in Effective Control” of the Corporation.




          (C) If there is a change in the ownership of a substantial portion of the
Corporation’s assets, which shall occur on the date that any one person, or more
than one person acting as a group (within the meaning of Code Section 409A and IRS
guidance issued thereunder) acquires (or has acquired during the 12-month period
ending on the date of the most recent acquisition by such person or persons) assets
from the Corporation that have a total gross fair market value equal to or more
than forty (40) percent of the total gross fair market value of all of the assets
of the Corporation immediately prior to such acquisition or acquisitions. For this
purpose, gross fair market value means the value of the assets of the Corporation,
or the value of the assets being disposed of, determined without regard to any
liabilities associated with such assets. This Subsection (C) shall constitute a
“Change in Ownership of a Substantial Portion of Assets” of the Corporation.




          (g) “Code” means the Internal Revenue Code of 1986, as amended.




          (h) “Committee” means the Compensation and Human Resources Committee of the Board.




          (i) “Common Stock” means shares of the Corporation’s authorized common stock.




          (j) “Consultant” means a consultant or advisor (other than as an Employee or member of the
Board) to the Corporation or a Subsidiary; provided that such person (1) renders bona fide services
that are not in connection with the offer and sale of the Corporation’s securities in a
capital-raising transaction, and (2) does not promote or maintain a market for the Corporation’s
securities.




          (k) “Corporation” means Champion Enterprises, Inc., a Michigan corporation.




          (l) “Deferred Stock Grant” means a Stock Retainer that a Non-Employee Director has elected to
defer until Retirement, death, or other termination of services on the Board, whichever occurs
first.




          (m) “Director” means an individual who has been elected or appointed to serve as a Director of
the Corporation.



4









 






          (n) “Disability” means total and permanent disability, as defined in Code Section 22(e).




          (o) “Dividend Equivalent” means a credit, made at the discretion of the Committee or as
otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash
dividend paid on one share of Common Stock for each share of Common Stock represented by an Award
held by such Participant.




          (p) “Employee” means an individual who has an “employment relationship” with the Corporation
or a Subsidiary, as defined in Treasury Regulation 1.421-7(h), and the term “employment” means
employment with the Corporation, or a Subsidiary of the Corporation.




          (q) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time and
any successor thereto.




          (r) “Fair Market Value” means for purposes of determining the value of Common Stock on the
Grant Date, the Stock Exchange closing price of the Corporation’s Common Stock for the Grant Date.
In the event that there are no Common Stock transactions on such date, the Fair Market Value shall
be determined as of the immediately preceding date on which there were Common Stock transactions.
Unless otherwise specified in the Plan, “Fair Market Value” for purposes of determining the value
of Common Stock on the date of exercise means the Stock Exchange closing price of the Corporation’s
Common Stock on the last date preceding the exercise on which there were Common Stock transactions.




          (s) “Grant Date” means the date on which the Committee authorizes an Award, or such later date
as shall be designated by the Committee.




          (t) “Incentive Stock Option” means an Option that is intended to meet the requirements of
Section 422 of the Code.




          (u) “Non-Employee Director” means a member of the Corporation’s Board of Directors who is not
an Employee.




          (v) “Nonqualified Stock Option” means an Option that is not an Incentive Stock Option.




          (w) “Option” means either an Incentive Stock Option or a Nonqualified Stock Option.




          (x) “Participant” means an Employee (including an Employee who is a Director), Non-Employee
Director or Consultant who is designated by the Committee to participate in the Plan.




          (y) “Performance Award” means any Award of Performance Shares or Performance Units granted
pursuant to Article V.



5









 






          (z) “Performance Measures” means the measures of performance of the Corporation and its
Subsidiaries used to determine a Participant’s entitlement to an Award under the Plan. Performance
Measures shall have the same meanings as used in the Corporation’s financial statements, or, if
such terms are not used in the Corporation’s financial statements, they shall have the meaning
applied pursuant to generally accepted accounting principles, or as used generally in the
Corporation’s industry. Performance measures shall be calculated with respect to the Corporation
and each Subsidiary consolidated therewith for financial reporting purposes or such division or
other business unit as may be selected by the Committee. For purposes of the Plan, the Performance
Measures shall be calculated in accordance with generally accepted accounting principles, but,
unless otherwise determined by the Committee, prior to the accrual or payment of any Award under
this Plan for the same performance period and excluding the effect (whether positive or negative)
of any change in accounting standards or any extraordinary, unusual or nonrecurring item, as
determined by the Committee, occurring after the establishment of the performance goals.
Performance Measures shall be one or more of the following, or a combination of any of the
following, as determined by the Committee:




	 	•	 	earnings (as measured by net income, operating income, operating income before
interest, EBIT, EBITA, EBITDA, pre-tax income, or cash earnings, or earnings as
adjusted by excluding one or more components of earnings, including each of the above
on a per share and/or segment basis);
	 
	 	•	 	sales/net sales;
	 
	 	•	 	return on net sales (as measured by net income, operating income, operating income
before interest, EBIT, EBITA, EBITDA, pre-tax income, operating cash flow or cash
earnings as a percentage of net sales);
	 
	 	•	 	sales growth;
	 
	 	•	 	cash flow;
	 
	 	•	 	operating cash flow;
	 
	 	•	 	inventory levels;
	 
	 	•	 	working capital;
	 
	 	•	 	market capitalization;
	 
	 	•	 	cash return on investment — CRI;
	 
	 	•	 	shareholder value;
	 
	 	•	 	return on equity;




6









 






	 	•	 	return on investment;
	 
	 	•	 	return on assets/net assets;
	 
	 	•	 	stock trading multiples (as measured vs. investment, net income, operating income,
operating income before interest, EBIT, EBITA, EBITDA, pre-tax income, cash earnings
or operating cash flow);
	 
	 	•	 	stock price;
	 
	 	•	 	attainment of strategic or operational initiatives.






          (aa) “Performance Share” means any grant pursuant to Article V and Section 5(b)(i).




          (bb) “Performance Unit” means any grant pursuant to Article V and Section 5(b)(ii).




          (cc) “Plan” means the Champion Enterprises, Inc. 2005 Equity Compensation and Incentive Plan,
the terms of which are set forth herein, and any amendments thereto.




          (dd) “Restriction Period” means the period of time during which a Participant’s Restricted
Stock or Restricted Stock Unit is subject to restrictions and is nontransferable.




          (ee) “Restricted Stock” means Common Stock granted pursuant to Articles IV and VIII that is
subject to a Restriction Period.




          (ff) “Restricted Stock Unit” means a right granted pursuant to Article IV to receive
Restricted Stock or an equivalent value in cash.




          (gg) “Retirement” means termination of employment on or after the attainment of age 65.




          (hh) “Securities Act” means the Securities Act of 1933, as amended.




          (ii) “Stock Account” means the bookkeeping account established to record the Stock Retainer
shares that each Non-Employee Director has elected to defer pursuant to Article VIII. The Stock
Account shall be used solely for purposes of determining the number of shares to be paid to a
Non-Employee Director under the Plan and shall not constitute or be treated as a trust fund of any
kind.




          (jj) “Stock Appreciation Right” means the right to receive a cash or Common Stock payment from
the Corporation, in accordance with Article III of the Plan.




          (kk) “Stock Exchange” means the principal national securities exchange on which the Common
Stock is listed for trading, or, if the Common Stock is



7









 






not listed for trading on a national securities exchange, such other recognized trading market
or quotation system upon which the largest number of shares of Common Stock has been traded in the
aggregate during the last 20 days before a Grant Date, or date on which an Option is exercised,
whichever is applicable.




          (ll) “Stock Retainer” means the payment of Common Stock pursuant to Article VIII as the annual
equity retainer for services as a Non-Employee Director.




          (mm) “Subsidiary” means a corporation or other entity defined in Code Section 424(f).




          (nn) “Substitute Awards” shall mean Awards granted or shares issued by the Corporation in
assumption of, or in substitution or exchange for, awards previously granted, or the right or
obligation to make future awards, by a company acquired by the Corporation or any Subsidiary or
with which the Corporation or any Subsidiary combines.




          (oo) “Tandem Stock Appreciation Right” means a Stock Appreciation Right granted in tandem with
an Option.




          (pp) “Vested” means the extent to which an Award or Stock Retainer granted or issued hereunder
has become exercisable or any applicable restriction period has terminated in accordance with the
Plan and the terms of any respective Agreement pursuant to which such Award or Stock Retainer was
granted or issued.



     1.4 Administration. 



          (a) The Plan shall be administered by the Committee. At all times, it is intended that the
Directors appointed to serve on the Committee shall be (i) “non-employee directors “ (within the
meaning of Rule 16b-3 promulgated under the Exchange Act); (ii) “outside directors” (within the
meaning of Code Section 162(m)); and (iii) “independent directors” for purposes of the rules and
regulations of the Stock Exchange (if applicable). However, the fact that a Committee member shall
fail to qualify under any of these requirements shall not invalidate any Award or Stock Retainer
made by the Committee, if the Award or Stock Retainer is otherwise validly made under the Plan.
The members of the Committee shall be appointed by, and may be changed at any time and from time to
time, at the discretion of the Board.




          (b) The Committee shall interpret the Plan, prescribe, amend, and rescind rules and
regulations relating to the Plan, and make all other determinations necessary or advisable for its
administration. The decision of the Committee on any question concerning the interpretation of the
Plan or its administration with respect to any Award or Stock Retainer granted under the Plan shall
be final and binding upon all Participants. No member of the Committee shall be liable for any
action or determination made in good faith with respect to the Plan or any Award or Stock Retainer
hereunder.




          (c) In addition to any other powers set forth in the Plan and subject to the provisions of the
Plan, but, in the case of Awards designated as Awards under Code



8









 






Section 162(m), subject to the requirements of Code Section 162(m), the Committee shall have
the full and final power and authority, in its discretion to:





          (i) amend, modify, extend, cancel or renew any Award or Stock Retainer, or to waive
any restrictions or conditions applicable to any Award or Stock Retainer or any shares
acquired pursuant thereto;




          (ii) accelerate, continue, extend or defer the exercisability or Vesting of any Award
or Stock Retainer or any shares acquired pursuant thereto, including with respect to the
period following a Participant’s termination of employment with the Corporation;




          (iii) authorize, in conjunction with any applicable deferred compensation plan of the
Corporation, that the receipt of cash or Common Stock subject to any Award under this Plan
may be deferred under the terms and conditions of such deferred compensation plan;




          (iv) determine the terms and conditions of Awards and Stock Retainers granted to
Non-Employee Directors; and




          (v) establish such other Awards, besides those specifically enumerated in the Plan,
which the Committee determines are consistent with the Plan’s purposes.



          (d) To the extent permitted by applicable law, the Committee may delegate to the Chief
Executive Officer of the Corporation the authority, subject to such terms and limitations as the
Committee shall determine, to grant Awards to, or to cancel, modify, waive rights with respect to,
alter, discontinue or terminate any of the foregoing, held by Participants who are not officers or
Directors of the Corporation for purposes of Section 16 of the Exchange Act.




     1.5 Participants. Participants in the Plan shall be such Employees (including
Employees who are Directors), Non-Employee Directors and Consultants of the Corporation and its
Subsidiaries as the Committee in its sole discretion may select from time to time. The Committee
may grant Awards to an individual upon the condition that the individual become an Employee of the
Corporation or of a Subsidiary, provided that the Award shall be deemed to be granted only on the
date that the individual becomes an Employee.



     1.6 Stock.



          (a) The Corporation has reserved 4,000,000 shares of the Corporation’s Common Stock for
issuance pursuant to stock-based Awards (all of which may be granted as Incentive Stock Options)
and Stock Retainers under the Plan. All provisions in this Section 1.6 shall be adjusted, as
applicable, in accordance with Article X.




9









 








          (b) If any shares subject to an Award or Stock Retainer are forfeited, cancelled, expire or
otherwise terminate without issuance of such shares, or any Award or Stock Retainer is settled for
cash or otherwise does not result in the issuance of all or a portion of the shares subject to such
Award, the shares shall, to the extent of such forfeiture, cancellation, expiration, termination,
cash settlement or non-issuance, again be available for Awards and Stock Retainers under the Plan.




          (c) In the event that (i) any Option, other Award or Stock Retainer granted hereunder is
exercised through the tendering of shares or by the withholding of shares by the Corporation, or
(ii) withholding tax liabilities arising from such Option, other Award or Stock Retainer are
satisfied by the tendering of shares or by the withholding of shares by the Corporation, then only
the number of shares issued net of the shares tendered or withheld shall be counted for purposes of
determining the maximum number of shares available for issuance under the Plan.




          (d) Substitute Awards shall not reduce the shares reserved for issuance under the Plan or
authorized for grant to a Participant in any fiscal year. Additionally, in the event that a
company acquired by the Corporation or any Subsidiary or with which the Corporation or any
Subsidiary combines has shares available under a pre-existing plan approved by shareholders and not
adopted in contemplation of such acquisition or combination, the shares available for grant
pursuant to the terms of such pre-existing plan (as adjusted, to the extent appropriate, using the
exchange ratio or other adjustment or valuation ratio or formula used in such acquisition or
combination to determine the consideration payable to the holders of common stock of the entities
party to such acquisition or combination) may be used for Awards under the Plan and shall not
reduce the Shares authorized for issuance under the Plan; provided that Awards using such available
shares shall not be made after the date awards or grants could have been made under the terms of
the pre-existing plan, absent the acquisition or combination, and shall only be made to individuals
who were not Employees or Directors or any Affiliate prior to such acquisition or combination.




     1.7 Repricing. Without the affirmative vote of holders of a majority of the shares of
Common Stock cast in person or by proxy at a meeting of the shareholders of the Corporation at
which a quorum representing a majority of all outstanding shares of Common Stock is present or
represented by proxy, the Board shall not approve a program providing for either (a) the
cancellation of outstanding Options and/or Stock Appreciation Rights and the grant in substitution
therefore of any new Awards under the Plan having a lower exercise price, or (b) the amendment of
outstanding Options and/or Stock Appreciation Rights to reduce the exercise price thereof. This
paragraph shall not be construed to apply to “issuing or assuming a stock option in a transaction
to which section 424(a) applies,” within the meaning of Section 424 of the Code.



     1.8 Code Section 409A. Between May 3, 2005, and December 31, 2008, the Plan was
administered in good faith compliance with Code Section 409A, taking into account the statutory
language, legislative history and interim guidance issued by the Internal Revenue Service relating
to Code Section 409A. It is intended that Awards granted under the Plan shall be exempt from or in
compliance with Code Section 409A,



10









 




and the provisions of the Plan are to be construed accordingly. However, unless specified
otherwise herein, in no event shall the Corporation or a Subsidiary be responsible for any tax or
penalty owed by a Participant or Beneficiary with regard to Award payments. Notwithstanding
anything in the Plan to the contrary, all or part of an Award payment to a Participant who is
determined to constitute a Code Section 409A “Specified Employee” at the time of separation from
service, shall be delayed (if then required) under Code Section 409A, and paid in an aggregated
lump sum on the first day of the seventh month following the Participant’s separation from service,
or the date of the Participant’s death, if earlier. Any remaining payments shall be paid on their
regularly scheduled payment dates.




II STOCK OPTIONS




          2.1 Grant of Options. The Committee, at any time and from time to time, subject to
the terms and conditions of the Plan, may grant Options to such Participants and for such number of
shares of Common Stock as it shall designate. Any Participant may hold more than one Option under
the Plan and any other plan of the Corporation or Subsidiary. The Committee shall determine the
general terms and conditions of exercise which shall be set forth in a Participant’s Agreement. No
Option granted hereunder may be exercised after the tenth anniversary of the Grant Date. The
Committee may designate any Option granted as either an Incentive Stock Option or a Nonqualified
Stock Option, or the Committee may designate a portion of an Option as an Incentive Stock Option or
a Nonqualified Stock Option. At the discretion of the Committee, an Option may be granted in
tandem with a Stock Appreciation Right. Unless otherwise provided in a Participant’s Agreement,
Options are intended to satisfy the requirements of Code Section 162(m) and the regulations
promulgated thereunder, to the extent applicable.




          2.2 Incentive Stock Options. Any Option intended to constitute an Incentive Stock
Option shall comply with the requirements of this Section 2.2. An Incentive Stock Option only may
be granted to an Employee. No Incentive Stock Option shall be granted with an exercise price below
the Fair Market Value of Common Stock on the Grant Date nor with an exercise term that extends
beyond ten (10) years from the Grant Date. An Incentive Stock Option shall not be granted to any
Participant who owns (within the meaning of Code Section 424(d)) stock of the Corporation or any
Subsidiary possessing more than 10% of the total combined voting power of all classes of stock of
the Corporation or a Subsidiary unless, at the Grant Date, the exercise price for the Option is at
least 110% of the Fair Market Value of the shares subject to the Option and the Option, by its
terms, is not exercisable more than five (5) years after the Grant Date. The aggregate Fair Market
Value of the underlying Common Stock (determined at the Grant Date) as to which Incentive Stock
Options granted under the Plan (including a plan of a Subsidiary) may first be exercised by a
Participant in any one calendar year shall not exceed $100,000. To the extent that an Option
intended to constitute an Incentive Stock Option shall violate the foregoing $100,000 limitation
(or any other limitation set forth in Code Section 422), the portion of the Option that exceeds the
$100,000 limitation (or violates any other Code Section 422 limitation) shall be deemed to
constitute a Nonqualified Stock Option.




11









 








     2.3 Option Price. The Committee shall determine the per share exercise price for each
Option granted under the Plan. No Option shall have an exercise price below 100% of the Fair
Market Value of Common Stock on the Grant Date.



     2.4 Payment for Option Shares.



          (a) The purchase price for shares of Common Stock to be acquired upon exercise of an Option
granted hereunder shall be paid in full in cash or by personal check, bank draft or money order at
the time of exercise; provided, however, that in lieu of such form of payment, unless otherwise
provided in a Participant’s Agreement, payment may be made by (i) delivery to the Corporation of
outstanding shares of Common Stock on such terms and conditions as may be specified in the
Participant’s Agreement; (ii) by delivery to the Corporation of a properly executed exercise
notice, acceptable to the Corporation, together with irrevocable instructions to the Participant’s
broker to deliver to the Corporation sufficient cash to pay the exercise price and any applicable
income and employment withholding taxes, in accordance with a written agreement between the
Corporation and the brokerage firm; (iii) delivery of other consideration approved by the Committee
having a Fair Market Value on the exercise date equal to the total purchase price; (iv) other means
determined by the Committee; or (v) any combination of the foregoing. Shares of Common Stock
surrendered upon exercise shall be valued at the Stock Exchange closing price for the Corporation’s
Common Stock on the day prior to exercise, and the certificate(s) for such shares, duly endorsed
for transfer or accompanied by appropriate stock powers, shall be surrendered to the Corporation.




          (b) Notwithstanding the foregoing, an Option may not be exercised by delivery to or
withholding by the Corporation of shares of Common Stock to the extent that such delivery or
withholding (i) would constitute a violation of the provisions of any law or regulation (including
the Sarbanes-Oxley Act of 2002), or (ii) if there is a substantial likelihood that the use of such
form of payment would result in adverse accounting treatment to the Corporation under generally
accepted accounting principles. Until a Participant has been issued a certificate or certificates
for the shares of Common Stock so purchased, he or she shall possess no rights as a record holder
with respect to any such shares.




III STOCK APPRECIATION RIGHTS




     3.1 Grant of Stock Appreciation Rights. Stock Appreciation Rights may be granted,
held and exercised in such form and upon such general terms and conditions as determined by the
Committee on an individual basis. A Stock Appreciation Right may be granted to a Participant with
respect to such number of shares of Common Stock of the Corporation as the Committee may determine.
A Stock Appreciation Right may be granted on a stand-alone basis or as a Tandem Stock Appreciation
Right. If granted as a Tandem Stock Appreciation Right, the number of shares covered by the Stock
Appreciation Right shall not exceed the number of shares of stock which the Participant could
purchase upon the exercise of the related Option. Unless otherwise provided in a Participant’s
Agreement, Stock Appreciation Rights are intended to satisfy the



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requirements of Code Section 162(m) and the regulations promulgated thereunder, to the extent
applicable. No Stock Appreciation Right shall be granted with an exercise term that extends beyond
ten (10) years from the Grant Date.




     3.2 Exercise Price. The Committee shall determine the per share exercise price for
each Stock Appreciation Right granted under the Plan; provided, however, that (a) the exercise
price of a Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the
shares of Common Stock covered by the Stock Appreciation Right on the Grant Date; and (b) the per
share exercise price subject to a Tandem Stock Appreciation Right shall be the per share exercise
price under the related Option.



     3.3 Exercise of Stock Appreciation Rights. A Stock Appreciation Right shall be deemed
exercised upon receipt by the Corporation of written notice of exercise from the Participant. A
Tandem Stock Appreciation Right shall be exercisable only at such times and in such amounts as the
related Option may be exercised. Upon the exercise of a Tandem Stock Appreciation Right with
respect to some or all of the shares subject to such Stock Appreciation Right, the related Option
shall be cancelled automatically as to the number of shares with respect to which the Tandem Stock
Appreciation Right was exercised. Upon the exercise of an Option related to a Tandem Stock
Appreciation Right as to some or all of the shares subject to such Option, the related Tandem Stock
Appreciation Right shall be cancelled automatically as to the number of shares with respect to
which the related Option was exercised. The Committee, in a Participant’s Agreement, shall specify
whether payment upon exercise of a Stock Appreciation Right shall be made in cash, shares of Common
Stock or other property, or any combination thereof.



     3.4 Stock Appreciation Right Entitlement.



          (a) Upon exercise of a stand-alone Stock Appreciation Right, a Participant shall be entitled
to payment from the Corporation, in cash, shares, or partly in each (as determined by the Committee
in accordance with any applicable terms of the Agreement), of an amount equal to the difference
between (i) the aggregate Fair Market Value on the exercise date for the specified number of shares
being exercised, and (ii) the aggregate exercise price for the specified number of shares being
exercised.




          (b) If the Stock Appreciation Right is granted in tandem with a Option, the payment shall be
equal to the difference between (i) the Fair Market Value of the number of shares subject to the
Stock Appreciation Right on the exercise date, and (ii) the Option price of the associated Option
multiplied by the number of shares available under the Option.




     3.5 Maximum Stock Appreciation Right Amount Per Share. The Committee may, at its sole
discretion, establish (at the time of grant) a maximum amount per share which shall be payable upon
the exercise of a Stock Appreciation Right, expressed as a dollar amount or as a percentage or
multiple of the Option price of a related Option.



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IV RESTRICTED STOCK AND UNITS




     4.1 Grant of Restricted Stock and Restricted Stock Units. Subject to the terms and
conditions of the Plan, the Committee, at any time and from time to time, may grant shares of
Restricted Stock and Restricted Stock Units under the Plan to such Participants and in such amounts
as it shall determine.



     4.2 Restricted Stock Agreement. Each grant of Restricted Stock or Restricted Stock
Units shall be evidenced by an Agreement that shall specify the terms of the restrictions,
including the Restriction Period, or periods, the number of Common Stock shares subject to the
grant, or units, the purchase price for the shares of Restricted Stock, if any, the form of
consideration that may be used to pay the purchase price of the Restricted Stock, including those
specified in Section 2.4, and such other general terms and conditions, including performance goals,
as the Committee shall determine.



     4.3 Transferability. Except as provided in this Article IV and Section 11.3 of the
Plan, the shares of Common Stock subject to an Award of Restricted Stock or Restricted Stock Units
granted hereunder may not be transferred, pledged, assigned, or otherwise alienated or hypothecated
until the termination of the applicable Restriction Period or for such period of time as shall be
established by the Committee and specified in the applicable Agreement, or upon the earlier
satisfaction of other conditions as specified by the Committee in its sole discretion and as set
forth in the applicable Agreement.



     4.4 Other Restrictions. The Committee shall impose such other restrictions on any
shares of Common Stock subject to an Award of Restricted Stock Award or Restricted Stock Units
under the Plan as it may deem advisable including, without limitation, restrictions under
applicable Federal or State securities laws, and the issuance of a legended certificate of Common
Stock representing such shares to give appropriate notice of such restrictions. The Committee
shall have the discretion to waive the applicable Restriction Period with respect to all or any
part of the Common Stock subject to an Award of Restricted Stock or Restricted Stock Units that has
not been granted under Code Section 162(m).



     4.5 Voting Rights. During the Restriction Period, Participants holding shares of
Common Stock subject to a Restricted Stock Award may exercise full voting rights with respect to
the Restricted Stock.



     4.6 Dividends and Dividend Equivalents.



          (a) Except as set forth below or in a Participant’s Agreement, during the Restriction Period,
a Participant shall be entitled to receive all dividends and other distributions paid with respect
to shares of Common Stock subject to an Award of Restricted Stock. If any dividends or
distributions are paid in shares of Common Stock during the Restriction Period applicable to an
Award of Restricted Stock, the dividend or other distribution shares shall be subject to the same
restrictions on transferability as the shares of Common Stock with respect to which they were paid.




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          (b) The Committee, in its discretion, may provide in the Agreement evidencing any Restricted
Stock Unit that the Participant shall be entitled to receive Dividend Equivalents with respect to
the payment of cash dividends on Common Stock having a record date prior to the date on which
Restricted Stock Units held by such Participant are settled. Such Dividend Equivalents, if any,
shall be paid by crediting the Participant with additional whole Restricted Stock Units as of the
date of payment of such cash dividends on Common Stock. The number of additional Restricted Stock
Units (rounded to the nearest whole number) to be so credited shall be determined by dividing (i)
the amount of cash dividends paid on such date with respect to the number of shares of Common Stock
represented by the Restricted Stock Units previously credited to the Participant, by (ii) the Fair
Market Value per share of Common Stock on such date. Such additional Restricted Stock Units shall
be subject to the same terms and conditions and shall be settled in the same manner and at the same
time (or as soon thereafter as practicable) as the Restricted Stock Units originally subject to the
Restricted Stock Unit. In the event of a dividend or distribution paid in shares of Common Stock
or any other adjustment made upon a change in the capital structure of the Corporation as described
in Article 10, appropriate adjustments shall be made in the Participant’s Restricted Stock Unit so
that it represents the right to receive upon settlement any and all new, substituted or additional
securities or other property (other than normal cash dividends) to which the Participant would be
entitled by reason of the shares of Common Stock issuable upon settlement of the Restricted Stock
Unit, and all such new, substituted or additional securities or other property shall be immediately
subject to the same restrictions as are applicable to the Restricted Stock Unit.




     4.7 Settlement of Restricted Stock Units. If a Restricted Stock Unit is payable in
Common Stock, the Corporation shall issue to a Participant on the date on which Restricted Stock
Units subject to the Participant’s Restricted Stock Unit Vest or on such other date determined by
the Committee, in its discretion, and set forth in the Agreement, one (1) share of Common Stock
and/or any other new, substituted or additional securities or other property pursuant to an
adjustment described in Section 10.1 for each Restricted Stock Unit then becoming Vested or
otherwise to be settled on such date, subject to the withholding of applicable taxes.



V PERFORMANCE AWARDS




     5.1 Grant of Performance Awards. The Committee, at its discretion, may grant
Performance Awards to Participants and may determine, on an individual or group basis, the
performance goals to be attained pursuant to each Performance Award.



     5.2 Terms of Performance Awards.



          (a) Performance Awards shall consist of rights to receive cash, Common Stock, other property
or a combination of each, if designated performance goals are achieved. The terms of a
Participant’s Performance Award shall be set forth in a Participant’s individual Agreement. Each
Agreement shall specify the performance goals, which may include the Performance Measures,
applicable to a particular Participant or group of Participants, the period over which the targeted
goals are to be



15









 






attained, the payment schedule if the goals are attained, and any other general terms as the
Committee shall determine and conditions applicable to an individual Performance Award. The
Committee, at its discretion, may waive all or part of the conditions, goals and restrictions
applicable to the receipt of full or partial payment of a Performance Award that has not been
granted pursuant to Code Section 162(m).




          (b) Performance Awards may be granted as Performance Shares or Performance Units, at the
discretion of the Committee.





          (i) In the case of Performance Shares, the Participant shall receive a legended
certificate of Common Stock, restricted from transfer prior to the satisfaction of the
designated performance goals and restrictions, as determined by the Committee and specified
in the Participant’s Agreement. Prior to satisfaction of the performance goals and
restrictions, the Participant shall be entitled to vote the Performance Shares. Further,
any dividends paid on such shares during the performance period automatically shall be
reinvested on behalf of the Participant in additional Performance Shares under the Plan,
and such additional shares shall be subject to the same performance goals and restrictions
as the other shares under the Performance Share Award.




          (ii) In the case of Performance Units, the Participant shall receive an Agreement from
the Committee that specifies the performance goals and restrictions that must be satisfied
before the Corporation shall issue the payment, which may be cash, a designated number of
            shares of Common Stock, other property or a combination thereof.




          (iii) Payment of a Performance Award shall be made following a determination by the
Committee that the performance targets were attained and shall be paid within 21/2 months
after the end of the calendar year in which the performance goals were satisfied.



VI ANNUAL INCENTIVE AWARDS




     6.1 Grant of Annual Incentive Awards.



          (a) The Committee, at its discretion, may grant Annual Incentive Awards to such Participants
as it may designate from time to time. The terms of a Participant’s Annual Incentive Award shall
be set forth in the Participant’s individual Agreement. Each Agreement shall specify such general
terms and conditions as the Committee shall determine.




          (b) The determination of Annual Incentive Awards for a given year may be based upon the
attainment of specified levels of Corporation or Subsidiary performance as measured by
pre-established, objective performance criteria determined at the discretion of the Committee,
including any or all of the Performance Measures.




          (c) The Committee shall (i) select those Participants who shall be eligible to receive an
Annual Incentive Award, (ii) determine the performance period,




16









 







(iii) determine target levels of performance, and (iv) determine the level of Annual Incentive
Award to be paid to each selected Participant upon the achievement of each performance level. The
Committee generally shall make the foregoing determinations prior to the commencement of services
to which an Annual Incentive Award relates (or within the permissible time-period established under
Code Section 162(m)), to the extent applicable, and while the outcome of the performance goals and
targets is uncertain.




     6.2 Payment of Annual Incentive Awards.



          (a) Annual Incentive Awards shall be paid in cash, shares of Common Stock or other property,
at the discretion of the Committee. Payments shall be made within thirty (30) days following (i) a
determination by the Committee that the performance targets were attained, but not later than 21/2
months after the end of the calendar year in which the performance targets were attained, and (ii)
a determination by the Committee that the amount of an Annual Incentive Award shall not be
decreased in light of pay practices of competitors, or performance of the Corporation, a Subsidiary
or a Participant relative to the performance of competitors, or performance with respect to the
Corporation’s strategic business goals.




          (b) The amount of an Annual Incentive Award to be paid upon the attainment of each targeted
level of performance shall equal a percentage of a Participant’s base salary for the fiscal year, a
fixed dollar amount, or such other formula, as determined by the Committee.




VII CODE SECTION 162(m) PERFORMANCE MEASURE AWARDS




     7.1 Awards Granted Under Code Section 162(m). The Committee, at its discretion, may
designate that a Restricted Stock, Restricted Stock Unit, Performance Share, Performance Unit or
Annual Incentive Award shall be granted pursuant to Code Section 162(m). Such an Award must comply
with the following additional requirements, which shall control over any other provision that
pertains to such Award under Articles IV, V and VI.



          (a) Each Code Section 162(m) Award shall be based upon the attainment of specified levels of
pre-established, objective Performance Measures that are intended to satisfy the performance based
compensation requirements of Code Section 162(m) and the regulations promulgated thereunder.
Further, at the discretion of the Committee, an Award also may be subject to goals and restrictions
in addition to the Performance Measures.





          (b) For each Code Section 162(m) Award, the Committee shall (i) select the Participant who
shall be eligible to receive a Code Section 162(m) Award, (ii) determine the applicable performance
period, (iii) determine the target levels of the Corporation or Subsidiary Performance Measures,
and (iv) determine the number of shares of Common Stock or cash or other property (or combination
thereof) subject to an Award to be paid to each selected Participant. The Committee shall make the
foregoing determinations prior to the commencement of services to which an Award relates (or



17








 






within the permissible time period established under Code Section 162(m)) and while the
outcome of the performance goals and targets is uncertain.




     7.2 Attainment of Code Section 162 Goals.



          (a) After each performance period, the Committee shall certify, in writing: (i) if the
Corporation has attained the performance targets, and (ii) the number of shares pursuant to the
Award that are to become freely transferable, if applicable, or the cash or other property payable
under the Award. The Committee shall have no discretion to waive all or part of the conditions,
goals and restrictions applicable to the receipt of full or partial payment of an Award except in
the case of the death or Disability of a Participant.




          (b) Notwithstanding the foregoing, the Committee may, in its discretion, reduce any Award
based on such factors as may be determined by the Committee, including, without limitation, a
determination by the Committee that such a reduction is appropriate in light of pay practices of
competitors, or the performance of the Corporation, a Subsidiary or a Participant relative to the
performance of competitors, or performance with respect to the Corporation’s strategic business
goals.




     7.3 Individual Participant Limitations. Subject to adjustment as provided in Section
10.1, no Participant in any one fiscal year of the Corporation may be granted (a) Options or Stock
Appreciation Rights with respect to more than 750,000 shares of Common Stock; (b) Restricted Stock
or Restricted Stock Units that are denominated in shares of Common Stock with respect to more than
250,000 shares; (c) Performance Awards that are denominated in shares of Common Stock with respect
to more than 250,000 shares; and (d) an Annual Incentive Award denominated in shares of Common
Stock with respect to more than 250,000 shares. The maximum dollar value payable to any
Participant in any one fiscal year of the Corporation with respect to Restricted Stock Units,
Performance Awards or Annual Incentive Awards that are valued in property other than Common Stock
is the lesser of $5,000,000 or five times the Participant’s base salary for the fiscal year. If an
Award is cancelled, the cancelled Award shall continue to be counted towards the applicable
limitations.



VIII NON-EMPLOYEE DIRECTOR STOCK RETAINERS




     8.1 In General. In addition to eligibility for certain other Awards under the Plan,
Non-Employee Directors shall receive the following stock compensation.



     8.2 Stock Retainers. Effective after the 2005 Annual Meeting of the Corporation’s
shareholders, Stock Retainers shall be granted under the Plan to any Non-Employee Director who is
first appointed or elected to the Board following the 2005 Annual Meeting.



          (a) Except as provided in paragraph (b) of this Section 8.2, effective on the date of the 2006
Annual Meeting and on each Annual Meeting date thereafter through and including the Annual Meeting
date for the year 2014, each individual elected or reelected as a Non-Employee Director at an
Annual Meeting shall be paid a Stock



18









 






Retainer consisting of 7,000 shares of Restricted Stock for his or her services as a
Non-Employee Director until the next Annual Meeting. Any Non-Employee Director who is appointed to
serve (i) as the chairperson of a Board committee during such year shall receive an additional
1,050 shares of Common Stock (subject to the election in Section 8.3 below), or (ii) as the
Chairman of the Board of Directors during such year shall receive an additional 1,000 shares of
Common Stock (subject to the election in Section 8.3 below).




          (b) Any new Non-Employee Director who is appointed by the Board to fill a vacancy on the Board
or who becomes a committee chairperson prior to any such Annual Meeting shall receive a Stock
Retainer consisting of a prorated number of shares of Restricted Stock for such interim term
(subject to the election in Section 8.3 below).




          (c) The Restriction Period for Restricted Stock granted pursuant to a Stock Retainer shall
lapse on 50% of the shares upon a Non-Employee Director’s completion of six (6) months of service
on the Board following the grant of the Stock Retainer, and shall lapse on 100% of the shares upon
a Non-Employee Director’s completion of one (1) year of service on the Board following the grant of
the Stock Retainer. A Non-Employee Director who terminates his or her services on the Board prior
to the lapse of such restrictions shall forfeit the Restricted Stock still subject to a Restriction
Period as of the date of his or her termination of Board services. Except as permitted under
Section 11.3, shares that are subject to a Restriction Period may not be transferred, pledged,
assigned or otherwise alienated or hypothecated until the restrictions have lapsed. Prior to the
lapse of restrictions, a Non-Employee Director holding Restricted Stock granted hereunder may
exercise full voting rights with respect to the Restricted Stock. Also during the Restriction
Period, a Director shall be entitled to receive all dividends and other distributions paid with
respect to the Restricted Stock. If any dividends or distributions are paid in shares of Common
Stock during the Restriction Period, the dividend or other distribution shares shall be subject to
the same restrictions on transferability as the Restricted Stock with respect to which they were
paid. In the event of a Change in Control, any remaining restrictions on an outstanding Stock
Retainer Award automatically shall lapse.




          (d) A Non-Employee Director who is appointed by the Board to fill a new position or to assume
new responsibilities not included within the then existing committee structure and responsibilities
shall be eligible to receive further Stock Retainers as may be determined by the Board.




     8.3 Stock Retainer Election. Within thirty (30) days following the date on which a
Non-Employee Director is first elected or appointed to the Board, the Non-Employee Director may
submit an irrevocable written election form requesting that his or her initial Stock Retainer be
paid in the form of a Deferred Stock Grant. For each subsequent year, a Non-Employee Director may
submit an election form prior to the end of the calendar year immediately preceding the Annual
Meeting to which the election relates. Pursuant to the election form, each Non-Employee Director
may elect to receive his or her Stock Retainer in the form of a Deferred Stock Grant, to be paid in
the form of



19









 




shares of the Common Stock within sixty (60) days following the first to occur of the
Non-Employee Director’s Retirement, death or termination of services on the Board.




     8.4 Deferred Stock Grant. A Non-Employee Director who elects to receive his or her
Stock Retainer in the form of a Deferred Stock Grant shall have such Deferred Stock Grant allocated
to the Non-Employee Director’s Stock Account, a bookkeeping account in the name of the Non-Employee
Director, which shall be adjusted in accordance with Section 10.1 for certain corporate events,
including stock splits, subdivisions, combinations or reclassifications of Common Stock, and
increased from time to time by dividends on the hypothetical shares held in the Stock Account. For
such purposes, at the time cash or stock dividends are declared by the Corporation, each Stock
Account shall be increased by the number of shares that corresponds to the cash or stock dividend
amount that would have been payable on the number of hypothetical shares held in the bookkeeping
account had such shares been outstanding at the time the dividend was declared. Stock Account
shares shall be subject to the same restrictions as are applicable to Restricted Stock granted
pursuant to a Stock Retainer. Restrictions on Stock Account shares shall lapse on 50% of each
Deferred Stock Grant upon a Non-Employee Director’s completion of six (6) months of service on the
Board following the grant of the Deferred Stock Grant and shall lapse on 100% of the Deferred Stock
Grant upon a Non-Employee Director’s completion of one (1) year of service on the Board following
the date of the Deferred Stock Grant. In the event of a Change in Control, all remaining
restrictions on an outstanding Deferred Stock Grant automatically shall lapse. A Non-Employee
Director who terminates his or her services on the Board prior to the lapse of such restrictions
shall forfeit the Deferred Stock Grant shares for which the restrictions have not lapsed, as of the
date on which his or her Board services are terminated. Except as permitted under Section 11.3,
Deferred Stock Grant shares may not be transferred, pledged, assigned or otherwise alienated or
hypothecated until the restrictions have lapsed.



IX TERMINATION OF EMPLOYMENT OR SERVICES




     9.1 Options and Stock Appreciation Rights.



          (a) If, prior to the date that an Option or Stock Appreciation Right first becomes Vested, a
Participant terminates employment or services for any reason, the Participant’s right to exercise
the Option or Stock Appreciation Right shall terminate and all rights thereunder shall cease,
unless provided otherwise in a Participant’s Agreement.




          (b) If, on or after the date that an Option or Stock Appreciation Right first becomes Vested,
a Participant terminates employment or services for any reason other than death or Disability, the
Participant shall have the right, within the earlier of (i) the expiration of the Option or Stock
Appreciation Right, and (ii) three (3) months after termination of employment or services, as
applicable, to exercise the Option or Stock Appreciation Right to the extent that it was
exercisable and unexercised on the date of the Participant’s termination of employment or services,
subject to any other limitation on the exercise of the Option or Stock Appreciation Right in effect
on the date of exercise. The



20









 






Committee may designate in a Participant’s Agreement that an Option or Stock Appreciation
Right shall terminate at an earlier or later time than set forth above.




          (c) If, on or after the date that an Option or Stock Appreciation Right first becomes Vested,
a Participant terminates employment or services due to death while an Option or Stock Appreciation
Right is still exercisable, the person or persons to whom the Option or Stock Appreciation Right
shall have been transferred by will or the laws of descent and distribution, shall have the right
within the exercise period specified in the Participant’s Agreement to exercise the Option or Stock
Appreciation Right to the extent that it was exercisable and unexercised on the Participant’s date
of death, subject to any other limitation on exercise in effect on the date of exercise. Provided,
however, that the beneficial tax treatment of an Incentive Stock Option may be forfeited if the
Option is exercised more than one (1) year after a Participant’s date of death.




          (d) If, on or after the date that an Option or Stock Appreciation Right first becomes Vested,
a Participant terminates employment or services due to Disability, the Participant shall have the
right, within the exercise period specified in the Participant’s Agreement, to exercise the Option
or Stock Appreciation Right to the extent that it was exercisable and unexercised on the date of
the Participant’s termination of employment or services due to Disability, subject to any other
limitation on the exercise of the Option or Stock Appreciation Right in effect on the date of
exercise. If the Participant dies after termination of employment or services, as applicable,
while the Option or Stock Appreciation Right is still exercisable, the Option or Stock Appreciation
Right shall be exercisable in accordance with the terms of paragraph (c), above.




          (e) The Committee, at the time of a Participant’s termination of employment or services, may
accelerate a Participant’s right to exercise an Option or extend the exercise period of an Option
or Stock Appreciation Right (subject to Code Section 409A), but in no event past the tenth
anniversary of the Grant Date; provided, however, that the extension of the exercise period for an
Incentive Stock Option may cause such Option to forfeit its preferential tax treatment.




          (f) Shares subject to Options and Stock Appreciation Rights that are not exercised in
accordance with the provisions of (a) through (e) above shall expire and be forfeited by the
Participant as of their expiration date and shall become available for new Awards under the Plan as
of such date.




     9.2 Restricted Stock and Restricted Stock Units. If a Participant terminates
employment for any reason, the Participant’s right to shares of Common Stock subject to a
Restricted Stock or Restricted Stock Unit Award that are still subject to a Restriction Period
automatically shall terminate and be forfeited by the Participant (or, if the Participant was
required to pay a purchase price for the Restricted Stock, other than for the performance of
services, the Corporation shall have the option to repurchase any shares acquired by the
Participant which are still subject to the Restriction Period for the purchase price paid by the
Participant) and, subject to Section 1.6, said shares shall be available for new Awards or Stock
Retainers under the Plan as of such termination date. Provided, however, that the Committee, in
its sole discretion, may provide in a



21









 




Participant’s Agreement or otherwise for the continuation of a Restricted Stock Award or
Restricted Stock Unit after a Participant terminates employment or services or may waive or change
the remaining restrictions or add additional restrictions, as it deems appropriate. The Committee
shall not waive any restrictions on a Code Section 162(m) Restricted Stock or Restricted Stock Unit
Award, but the Committee may provide in a Participant’s Code Section 162(m) Restricted Stock or
Restricted Stock Unit Agreement or otherwise that prior to the termination of the Restriction
Period, the performance goals and restrictions shall be deemed to have been satisfied on terms
determined by the Committee, upon the Employee’s termination of employment due to (a) death, (b)
Disability, or (c) for Awards with performance periods commencing before January 1, 2009,
involuntary termination by the Corporation without cause (as determined by the Committee).




     9.3 Performance Awards. Performance Awards shall expire and be forfeited by a
Participant upon the Participant’s termination of employment or services for any reason, and,
subject to Section 1.6, shall be available for new Awards or Stock Retainers under the Plan as of
such termination date. Provided, however, that the Committee, in its discretion, may provide in a
Participant’s Agreement or otherwise for the continuation of a Performance Award after a
Participant terminates employment or services or may waive or change all or part of the conditions,
goals and restrictions applicable to such Performance Award. Notwithstanding the foregoing, the
Committee shall not waive any restrictions on a Code Section 162(m) Performance Award, but the
Committee may provide in an Employee’s Code Section 162(m) Performance Share Agreement or otherwise
that prior to the attainment of the associated performance goals and restrictions, the performance
goals and restrictions shall be deemed to have been satisfied on the terms determined by the
Committee, upon the Employee’s termination of employment due to (a) death; (b) Disability; or (c)
for Awards with performance periods commencing before January 1, 2009, involuntary termination by
the Corporation without cause (as determined by the Committee).



     9.4 Annual Incentive Awards.



          (a) A Participant who has been granted an Annual Incentive Award and terminates employment or
services due to Retirement, Disability or death prior to the end of the Corporation’s fiscal year
shall be entitled to a pro-rated payment of the Annual Incentive Award, based on the number of full
months of employment or services, as applicable during the fiscal year. Any such prorated Annual
Incentive Award shall be paid at the same time as regular Annual Incentive Awards and, in the event
of the Participant’s death, to the Participant’s designated beneficiary.




          (b) Except as otherwise determined by the Committee in its discretion, a Participant who has
been granted an Annual Incentive Award and resigns or is terminated for any reason (other than
Retirement, Disability or death), before the end of the Corporation’s fiscal year for which the
Annual Incentive Award is to be paid, shall forfeit the right to the Annual Incentive Award payment
for that fiscal year.




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     9.5 Stock Retainers. If a Non-Employee Director terminates services on the Board for
any reason other than a Change in Control of the Corporation, the Non-Employee Director’s
Restricted Stock and Stock Account shares still subject to restrictions automatically shall be
forfeited by the Non-Employee Director and, subject to Section 1.6, shall be available for new
Awards or Stock Retainers under the Plan as of such termination date. Provided, however, that the
Committee, in its sole discretion, may waive the restrictions remaining on any or all Restricted
Stock and Stock Account shares and add such new restrictions to Restricted Stock and Stock Account
shares as it deems appropriate.



     9.6 Other Provisions. The transfer of an Employee from one corporation to another
among the Corporation and any of its Subsidiaries, or a leave of absence under the leave policy of
the Corporation or any of its Subsidiaries shall not be a termination of employment for purposes of
the Plan, unless a provision to the contrary is expressly stated by the Committee in a
Participant’s Agreement issued under the Plan. For purposes of Code Section 409A, a leave of
absence shall not be considered a termination of employment if the leave duration either is six (6)
months or less (up to twenty-nine (29) months for disability) or reemployment upon expiration of
such leave is guaranteed by statute or contract.



X ADJUSTMENTS AND CHANGE IN CONTROL




     10.1 Adjustments. In the event of a merger, reorganization, consolidation,
recapitalization, dividend or distribution (whether in cash, shares or other property), stock
split, reverse stock split, spin-off or similar transaction or other change in corporate structure
affecting the Common Stock or the value thereof, such adjustments and other substitutions shall be
made to the Plan and Awards and Stock Retainers as the Committee, in its sole discretion, deems
equitable or appropriate, including adjustments in the aggregate number, class and kind of
securities that may be delivered under the Plan and, in the aggregate or to any one Participant, in
the number, class, kind and option or exercise price of securities subject to outstanding Awards
and Stock Retainers granted under the Plan (including, if the Committee deems appropriate, the
substitution of similar options to purchase the shares of, or other awards denominated in the
shares of, another company, as the Committee may determine to be appropriate in its sole
discretion).



     10.2 Change in Control.



          (a) Notwithstanding anything contained herein to the contrary, the Committee, in its
discretion, may provide in a Participant’s Agreement or otherwise that upon a Change in Control, or
such other events as determined by the Committee, any or all of the following shall occur: (i) any
outstanding Option or Stock Appreciation Right granted hereunder immediately shall become fully
Vested and exercisable, regardless of any installment provision applicable to such Option or Stock
Appreciation Right; (ii) the remaining Restriction Period on any Shares of Common Stock subject to
a Restricted Stock or Restricted Stock Unit Award granted hereunder immediately shall lapse and the
shares shall become fully transferable, subject to any applicable Federal or State securities laws;
(iii) all performance goals and conditions shall be deemed to have been




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satisfied and all restrictions shall lapse on any outstanding Performance Awards, which
immediately shall become payable (either in full or pro-rata based on the portion of the applicable
performance period completed as of the Change in Control); (iv) all performance targets and
performance levels shall be deemed to have been satisfied for any outstanding Annual Incentive
Awards, which immediately shall become payable (either in full or pro-rata based on the portion of
the applicable performance period completed as of the Change in Control); or (v) such other
treatment as the Committee may determine.




          (b) The Committee may, in its sole discretion and without the consent of any Participant,
determine that, upon the occurrence of a Change in Control, each or any Option or Stock
Appreciation Right outstanding immediately prior to the Change in Control shall be cancelled in
exchange for a payment with respect to each Vested share of Common Stock subject to such cancelled
Option or Stock Appreciation Right in (i) cash, (ii) stock of the Corporation or of a corporation
or other business entity a party to the Change in Control, or (iii) other property which, in any
such case, shall be in an amount having a Fair Market Value equal to the excess of the Fair Market
Value of the consideration to be paid per share of Common Stock in the Change in Control over the
exercise price per share under such Option or Stock Appreciation Right (the “Spread”). In the
event such determination is made by the Committee, the Spread (reduced by applicable withholding
taxes, if any) shall be paid to Participants in respect of their cancelled Options and Stock
Appreciation Rights as soon as practicable following the date of the Change in Control.




          (c) Notwithstanding the foregoing, the Committee, in its discretion, may provide in a
Participant’s Agreement or otherwise that, if in the event of a Change in Control the successor
company assumes or substitutes for an Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit payable in shares of Common Stock, Performance Award payable in shares of
Common Stock or Annual Incentive Award payable in shares of Common Stock, then each such
outstanding Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit, Performance
Award or Annual Incentive Award shall not be accelerated as described in Section 10.2(a). For the
purposes of this Section 10.2(c), such an Option, Stock Appreciation Right, Restricted Stock,
Restricted Stock Unit, Performance Award or Annual Incentive Award shall be considered assumed or
substituted for if following the Change in Control the Award confers the right to purchase or
receive, for each share of Common Stock subject to such Option, Stock Appreciation Right,
Restricted Stock, Restricted Stock Unit, Performance Award or Annual Incentive Award immediately
prior to the Change in Control, the consideration (whether stock, cash or other securities or
property) received in the transaction constituting a Change in Control by holders of shares of
Common Stock for each share held on the effective date of such transaction (and if holders were
offered a choice of consideration, the type of consideration chosen by the holders of a majority of
the outstanding shares); provided, however, that if such consideration received in the transaction
constituting a Change in Control is not solely common stock of the successor company, the Committee
may, with the consent of the successor company, provide that the consideration to be received upon
the exercise or vesting of such Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit, Performance Award or



24









 






Annual Incentive Award, for each share of Common Stock subject thereto, will be solely common
stock of the successor company substantially equal in fair market value to the per share
consideration received by holders of shares of Common Stock in the transaction constituting a
Change in Control. The determination of such substantial equality of value of consideration shall
be made by the Committee in its sole discretion and its determination shall be conclusive and
binding.




XI MISCELLANEOUS




     11.1 Partial Exercise/Fractional Shares. The Committee may permit, and shall
establish procedures for, the partial exercise of Options and Stock Appreciation Rights granted
under the Plan. No fractional shares shall be issued in connection with the exercise of a Stock
Appreciation Right or payment of a Performance Award, Restricted Stock Award, Restricted Stock
Unit, Annual Incentive Award or Stock Retainer; instead, the Fair Market Value of the fractional
shares shall be paid in cash, or at the discretion of the Committee, the number of shares shall be
rounded down to the nearest whole number of shares and any fractional shares shall be disregarded.



     11.2 Rights Prior to Issuance of Shares. No Participant shall have any rights as a
shareholder with respect to shares covered by an Award until the issuance of a stock certificate
for such shares. No adjustment shall be made for dividends or other rights with respect to such
shares for which the record date is prior to the date the certificate is issued except as otherwise
provided in the Plan or a Participant’s Agreement or by the Committee.



     11.3 Non-Assignability; Certificate Legend; Removal.



          (a) Except as described below or as otherwise determined by the Committee in a Participant’s
Agreement, no Award or Stock Retainer shall be transferable by a Participant except by will or the
laws of descent and distribution, and an Option or Stock Appreciation Right shall be exercised only
by a Participant during the lifetime of the Participant. Notwithstanding the foregoing, a
Participant may assign or transfer an Award or Stock Retainer with the consent of the Committee
(each transferee thereof, a “Permitted Assignee”); provided that such Permitted Assignee shall be
bound by and subject to all of the terms and conditions of the Plan and any Agreement relating to
the transferred Award or Stock Retainer and shall execute an agreement satisfactory to the
Corporation evidencing such obligations; and provided further that such Participant shall remain
bound by the terms and conditions of the Plan.




          (b) Each certificate representing shares of Common Stock subject to an Award or Stock Retainer
shall bear the following legend:





The sale or other transfer of the shares of stock represented by this certificate,
whether voluntary, involuntary or by operation of law, is subject to certain
restrictions on transfer set forth in the Champion Enterprises, Inc. 2005 Equity
Compensation and Incentive Plan (“Plan”), rules and administrative guidelines
adopted pursuant to such Plan [and an



25









 







Agreement dated         ,    ]. A copy of the Plan,
such rules [and such Agreement] may be obtained from the Secretary of Champion
Enterprises, Inc.



          (c) Subject to applicable Federal and State securities laws, issued shares of Common Stock
subject to an Award or Stock Retainer shall become freely transferable by the Participant after all
applicable restrictions, limitations, performance requirements or other conditions have terminated,
expired, lapsed or been satisfied. Once such issued shares of Common Stock are released from such
restrictions, limitations, performance requirements or other conditions, the Participant shall be
entitled to have the legend required by this Section 11.3 removed from the applicable Common Stock
certificate.




     11.4 Securities Laws.



          (a) Anything to the contrary herein notwithstanding, the Corporation’s obligation to sell and
deliver Common Stock pursuant to the exercise of an Option or Stock Appreciation Right or deliver
Common Stock pursuant to a Restricted Stock Award, Restricted Stock Unit, Performance Award, Annual
Incentive Award or Stock Retainer is subject to such compliance with Federal and State laws, rules
and regulations applying to the authorization, issuance or sale of securities as the Corporation
deems necessary or advisable. The Corporation shall not be required to sell and deliver or issue
Common Stock unless and until it receives satisfactory assurance that the issuance or transfer of
such shares shall not violate any of the provisions of the Securities Act of 1933 or the Securities
Exchange Act of 1934, or the rules and regulations of the Securities Exchange Commission
promulgated thereunder or those of the Stock Exchange or any stock exchange on which the Common
Stock may be listed, the provisions of any State laws governing the sale of securities, or that
there has been compliance with the provisions of such acts, rules, regulations and laws.




          (b) The Committee may impose such restrictions on any shares of Common Stock acquired pursuant
to the exercise of an Option or Stock Appreciation Right or the grant of Restricted Stock or
Restricted Stock Units or the payment of a Performance Award, Annual Incentive Award or Stock
Retainer under the Plan as it may deem advisable, including, without limitation, restrictions (i)
under applicable Federal securities laws; (ii) under the requirements of the Stock Exchange or any
other securities exchange or recognized trading market or quotation system upon which such shares
of Common Stock are then listed or traded; and (iii) under any blue sky or State securities laws
applicable to such shares.




     11.5 Withholding Taxes.



          (a) The Corporation shall have the right to withhold from a Participant’s compensation or
require a Participant to remit sufficient funds to satisfy applicable withholding for income and
employment taxes upon the exercise of an Option or Stock Appreciation Right or the lapse of the
Restriction Period on a Restricted Stock Award, Restricted Stock Unit, Stock Retainer, or the
payment of a Performance Award or



26









 






Annual Incentive Award. A Participant may in order to fulfill the withholding obligation
tender previously-acquired shares of Common Stock, or have shares of stock withheld from the
exercise, provided that the shares have an aggregate Fair Market Value sufficient to satisfy in
whole or in part the applicable withholding taxes. The broker assisted exercise procedure of
Section 2.4 may be utilized to satisfy the withholding requirements related to the exercise of an
Option. At no point shall the Corporation withhold from the exercise of an Option more shares than
are necessary to meet the established tax withholding requirements of federal, state and local
obligations.




          (b) Notwithstanding the foregoing, a Participant may not use shares of Common Stock to satisfy
the withholding requirements to the extent that (i) there is a substantial likelihood that the use
of such form of payment or the timing of such form of payment would subject the Participant to a
substantial risk of liability under Section 16 of the Exchange Act; (ii) such withholding would
constitute a violation of the provisions of any law or regulation (including the Sarbanes-Oxley Act
of 2002); or (iii) there is a substantial likelihood that the use of such form of payment would
result in adverse accounting treatment to the Corporation under generally accepted accounting
principles.




     11.6 Termination and Amendment.



          (a) The Board may terminate the Plan, or the granting of Awards or Stock Retainers under the
Plan, at any time. No new Incentive Stock Options shall be made under the Plan after December 6,
2014. No other new Awards or Stock Retainers shall be made under the Plan after May 2, 2015.




          (b) The Board may amend or modify the Plan at any time and from time to time, but no amendment
or modification, without the approval of the shareholders of the Corporation, shall (i) materially
increase the benefits accruing to Participants under the Plan; (ii) increase the amount of Common
Stock for which Awards may be made under the Plan, except as permitted under Sections 1.6 and
Article 10; (iii) change the provisions relating to the eligibility of individuals to whom Awards
or Stock Retainers may be made under the Plan; or (iv) permit the repricing of Options or Stock
Appreciation Rights. In addition, if the Corporation’s Common Stock is listed on the Stock
Exchange or another stock exchange, the Board may not amend the Plan in a manner requiring approval
of the shareholders of the Corporation under the rules of the Stock Exchange or such other stock
exchange, without obtaining the approval of the shareholders.




          (c) No amendment, modification, or termination of the Plan shall in any manner affect any then
outstanding Award or Stock Retainer under the Plan without the consent of the Participant holding
such Award or Stock Retainer, except as set forth in any Agreement relating to an Award or Stock
Retainer, or to bring the Plan or an Award or Stock Retainer into compliance with Code Section
409A.




     11.7 Effect on Employment or Services. Neither the adoption of the Plan nor the
granting of any Award or Stock Retainer pursuant to the Plan shall be deemed to



27









 




create any right in any individual to be retained or continued in the employment or services
of the Corporation or a Subsidiary.




     11.8 Use of Proceeds. The proceeds received from the sale of Common Stock pursuant to
the Plan shall be used for general corporate purposes of the Corporation.



     11.9 Repurchase Rights. Shares of Common Stock issued under the Plan may be subject
to one (1) or more repurchase options, or other conditions and restrictions, as determined by the
Committee in its discretion at the time an Award or Stock Retainer is granted. The Corporation
shall have the right to assign at any time any repurchase right it may have, whether or not such
right is then exercisable, to one (1) or more persons as may be selected by the Corporation. Upon
request by the Corporation, each Participant shall execute any agreement evidencing such transfer
restrictions prior to the receipt of shares of Common Stock hereunder and shall promptly present to
the Corporation any and all certificates representing shares of Common Stock acquired hereunder for
the placement on such certificates of appropriate legends evidencing any such transfer
restrictions.



     11.10 Severability. If any one or more of the provisions (or any part thereof) of
this Plan or of any Agreement issued hereunder, shall be held to be invalid, illegal or
unenforceable in any respect, such provision shall be modified so as to make it valid, legal and
enforceable, and the validity, legality and enforceability of the remaining provisions (or any part
thereof) of the Plan or of any Agreement shall not in any way be affected or impaired thereby. The
Corporation may, without the consent of any Participant, and in a manner determined necessary
solely in the discretion of the Corporation, amend the Plan and any outstanding Agreement as the
Corporation deems necessary to ensure the Plan and all Awards and Stock Retainers remain valid,
legal or enforceable in all respects.



     11.11 Beneficiary Designation. Subject to local laws and procedures, each Participant
may file a written beneficiary designation with the Corporation stating who is to receive any
benefit under the Plan to which the Participant is entitled in the event of such Participant’s
death before receipt of any or all of a Plan benefit. Each designation shall revoke all prior
designations by the same Participant, be in a form prescribed by the Corporation, and become
effective only when filed by the Participant in writing with the Corporation during the
Participant’s lifetime. If a Participant dies without an effective beneficiary designation for a
beneficiary who is living at the time of the Participant’s death, the Corporation shall pay any
remaining unpaid benefits to the Participant’s legal representative.



     11.12 Unfunded Obligation. A Participant shall have the status of a general unsecured
creditor of the Corporation. Any amounts payable to a Participant pursuant to the Plan shall be
unfunded and unsecured obligations for all purposes, including, without limitation, Title I of the
Employee Retirement Income Security Act of 1974. The Corporation shall not be required to
segregate any monies from its general funds, or to create any trusts, or establish any special
accounts with respect to such obligations. The Corporation shall retain at all times beneficial
ownership of any investments, including



28









 




trust investments, which the Corporation may make to fulfill its payment obligations
hereunder. Any investments or the creation or maintenance of any trust or any Participant account
shall not create or constitute a trust or fiduciary relationship between the Committee or the
Corporation and a Participant, or otherwise create any Vested or beneficial interest in any
Participant or the Participant’s creditors in any assets of the Corporation. A Participant shall
have no claim against the Corporation for any changes in the value of any assets which may be
invested or reinvested by the Corporation with respect to the Plan.




     11.13 Approval of Plan. The Plan shall be subject to the approval of the holders of
at least a majority of the votes cast at a duly held meeting of shareholders of the Corporation
held within twelve (12) months after adoption of the Plan by the Board. No Award granted under the
Plan may be exercised or paid in whole or in part unless the Plan has been approved by the
shareholders as provided herein. If not approved by shareholders within twelve (12) months after
approval by the Board, the Plan and any Awards granted under the Plan shall be null and void, with
no further force or effect.



     IN WITNESS WHEREOF, this 2005 Equity Compensation and Incentive Plan as amended and restated
has been executed on behalf of the Corporation on this the 17th day of December, 2008,
to be effective December 31, 2008.



	 	 	 	 	 	 	 
	 	 	     CHAMPION ENTERPRISES, INC.	 	 
	 
	 	 	 	 	 	 
	 
	 	By:	 	/s/  William C. Griffiths	 	 
	 

	 	 	 	William C. Griffiths	 	 
	 
	 	 	 	Chairman of the Board of Directors,	 	 
	 

	 	 	 	President and Chief Executive Officer	 	 






	 	 	 	 	 
	BOARD APPROVAL:

	 	12/7/04; 9/26/08
	 	 
	 
	 	 	 	 
	SHAREHOLDER APPROVAL:

	 	5/3/05	 	 








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