ex10150.htm


    
      

    


    AMR
CORPORATION

     

    2003
EMPLOYEE STOCK INCENTIVE PLAN

     

    AS
AMENDED

     

    SECTION
1. Purpose;
Definitions.

     

    The
purpose of the AMR Corporation 2003 Employee Stock Incentive Plan, as amended
hereby (the “Plan”) is to enable AMR Corporation (the “Company”) to retain and
reward employees of the Company and its Subsidiaries and Affiliates, and
strengthen the mutuality of interests between such employees and the Company’s
shareholders, by offering such employees equity-based incentives in the
Company.  Since the adoption of this Plan, section 409A of the Code
(as defined below) has been enacted, and requires revision of the Plan document,
as well as do various awards issued thereunder.  The effective date of
this amendment shall be January 1, 2005.

     

    For
purposes of the Plan, the following terms shall be defined as set forth
below:

     

    (a)           “Affiliate”
means any entity other than the Company and its Subsidiaries that is designated
by the Board as a participating employer under the Plan, provided that the
Company directly or indirectly owns at least twenty percent (20%) of the
combined voting power of all classes of stock of such entity or at least twenty
percent (20%) of the ownership interests in such entity.

     

    (b)           “Board”
means the Board of Directors of the Company.

     

    (c)           “Cause”
means a felony conviction of a participant or the failure of a participant to
contest prosecution for a felony, or a participant’s willful misconduct or
dishonesty, any of which is directly and materially harmful to the business or
reputation of the Company or any Subsidiary or Affiliate.

     

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

     

    (e)           “Committee”
means the Committee referred to in Section 2 of the Plan. If at any time no
Committee shall be in office, then the functions of the Committee specified in
the Plan shall be exercised by the Board.

     

    (f)           “Company”
means AMR Corporation, a corporation organized under the laws of the State of
Delaware, or any successor corporation.

     

    (g)           “Deferred
Stock” means the right to receive Stock at the end of a specified deferral
period pursuant to Section 7.

     

    (h)           “Disability”,
for awards not subject to section 409A of the Code, means disability as
determined under a long term disability plan of the Company.  For
awards subject to section 409A, “Disability” shall have the meaning given in
section 409A(a)(2)(C) of the Code; determination of such Disability shall be
made by the Committee consistently with Treasury Regulation 1.409A-3(i)(4)(i) or
successor guidance thereto.

     

    (i)           “Early
Retirement” means retirement, with the express consent of the Company at or
before the time of such retirement, from active employment by any Subsidiary or
Affiliate.

     

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

     

    (k)           “Fair
Market Value” means, as of any given date, unless otherwise determined by the
Committee in good faith, the mean between the highest and lowest quoted selling
price, regular way, of the Stock on the New York Stock Exchange or, if no such
sale of Stock occurs on the New York Stock Exchange on such date, the fair
market value of the Stock as determined by the Committee in good
faith.

     

    (1)           “Normal
Retirement” means retirement from active employment by any Subsidiary or
Affiliate pursuant to the retirement provisions of the applicable pension plan
of such entity.

     

    (m)           “Plan”
means this AMR Corporation 2003 Stock Incentive Plan as amended hereby, and as
it may be amended from time to time hereafter.

     

    (n)           “Restricted
Stock” means shares of Stock that are subject to restrictions under Section 6
below.

     

    (o)           “Retirement”
means Normal or Early Retirement.

     

    (p)           “Stock”
means the Common Stock, $1.00 par value per share, of the Company.

     

    (q)           “Stock
Option” or “Option” means any option to purchase shares of Stock (including
Restricted Stock and Deferred Stock, if the Committee so determines) granted
pursuant to Section 5 below.

     

    (r)           “Subsidiary”
means any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if each of the corporations (other than
the last corporation in the unbroken chain) owns stock possessing fifty percent
(50%) or more of the total combined voting power of all classes of stock in one
of the other corporations in the chain.

     

    (s)           In
addition, the terms “Awards,” “Award,” “Change in Control,” “Potential Change in
Control” and “Change in Control Price” shall have the meanings set forth,
respectively, in Section 8 below.

     

    SECTION
2. Administration.

     

    The Plan
shall be administered by a committee of not less than two members of the Board,
who shall be appointed by, and serve at the pleasure of, the Board. In selecting
the members of the Committee, the Board shall take into account the requirements
for the members of the Committee to be treated as “Non-Employee Directors” for
purposes of Rule 16b-3, as promulgated under section 16 of the Exchange Act. The
functions of the Committee specified in the Plan shall be exercised by the
Board, if and to the extent that no Committee exists which has the authority to
so administer the Plan, or to the extent that the Committee is not comprised
solely of Non-Employee Directors for purposes of Rule 16b-3, as promulgated
under section 16 of the Exchange Act.

     

    The
Committee shall have full authority to grant, pursuant to the terms of the Plan,
to officers and other key employees eligible under Section 4: (i) Stock Options;
(ii) Restricted Stock; and/or (iii) Deferred Stock (collectively, the “Awards”
and singularly, an “Award”).

     

    In
particular the Committee shall have the authority:

     

    (a)           to
select the employees of the Subsidiaries and Affiliates to whom Awards may from
time to time be granted hereunder;

     

    (b)           to
determine whether and to what extent Awards, or any combination thereof, are to
be granted hereunder to one or more eligible employees;

     

    (c)           subject
to the provisions of Sections 3 and 4, to determine the number of shares to be
covered by each such award granted hereunder;

     

    (d)           to
determine the terms and conditions, not inconsistent with the terms of the Plan,
of any award granted hereunder (including, but not limited to, the share price
and any restriction or limitation, or any vesting, acceleration or waiver of
forfeiture restrictions regarding any Stock Option or other award and/or the
shares of Stock relating thereto, based in each case on such factors as the
Committee shall determine in its sole discretion);

     

    (e)           to
determine whether, to what extent and under what circumstances a Stock Option
may be settled in cash, Restricted Stock and/or Deferred Stock under Section
5(f) or 5(g), as applicable, instead of Stock;

     

    (f)           to
determine whether, to what extent and under what circumstances an award of
Restricted Stock or Deferred Stock may be settled in cash;

     

    (g)           to
determine whether, to what extent and under what circumstances Option grants
and/or other awards under the Plan and/or other cash awards made by the Company
are to be made, and operate, on a tandem basis vis-a-vis other awards under the
Plan and/or cash awards made outside of the Plan, or on an additive
basis;

     

    (h)           to
determine whether, to what extent and under what circumstances Stock and other
amounts payable with respect to an award under this Plan shall be deferred
either automatically or at the election of the participant (including providing
for and determining the amount (if any) of any deemed earnings on any deferred
amount during any deferral period) provided that any such deferral may be
accomplished only if exempt from, or in accordance with, section 409A of the
Code;

     

    (i)           with
respect to an award of Restricted Stock, to determine whether the right to vote
will be granted with such award and/or whether any dividends declared with
respect to such award will be paid in cash, additional Restricted Stock,
Deferred Stock or not at all;

     

    (j)           with
respect to an award of Deferred Stock, to determine whether any dividends
declared with respect to such award will be paid in cash, Restricted Stock,
additional Deferred Stock or not at all; and

     

    (k)           to
determine the terms and conditions pursuant to which an Award may vest on a pro
rata basis or be terminated.

     

    The
Committee shall have the authority: to adopt, alter and repeal such rules,
guidelines and practices governing the Plan as it shall, from time to time, deem
advisable; to interpret the terms and provisions of the Plan and any award
issued under the Plan (and any agreements relating thereto); and to otherwise
supervise the administration of the Plan.

     

    All
decisions made by the Committee pursuant to the provisions of the Plan shall be
made in the Committee’s sole discretion and shall be final and binding on all
persons, including the Company and Plan participants.  Section 409A of
the Code applies to certain awards under this Plan, and it is intended that all
such awards shall be issued, administered, exercised and paid or transferred in
conformance therewith.  Accordingly, notwithstanding anything in
Article 9 to the contrary, the Committee shall have authority to amend or
restate the terms of a grant or award to preclude violation of section 409A of
the Code, without the consent of the recipient thereof.

     

    SECTION
3. Stock
Subject to Plan.

     

    The total
number of shares of Stock reserved and available for distribution under the Plan
shall be 42,680,000 shares. Such shares may consist, in whole or in part, of
authorized and unissued shares.

     

    If any
shares of Stock that have been optioned cease to be subject to a Stock Option,
or if any such shares of Stock that are subject to any Restricted Stock or
Deferred Stock award granted hereunder are forfeited or any such award otherwise
terminates without a payment being made to the participant in the form of Stock,
such shares shall again be available for distribution in connection with future
awards under the Plan.

     

    In the
event of any merger, reorganization, consolidation, recapitalization, stock
dividend, stock split or other change in corporate structure affecting the
Stock, such substitution or adjustment shall be made in the aggregate number of
shares reserved for issuance under the Plan, in the number and option price of
shares subject to outstanding Options granted under the Plan, and in the number
of shares subject to other outstanding awards granted under the Plan as may be
determined to be appropriate by the Committee, in its sole discretion, provided
that the number of shares subject to any award shall always be a whole
number.

     

    SECTION
4. Eligibility;
Limitations.

     

    All of
the employees of the Company and its Subsidiaries and Affiliates, including all
of those full-time employees in the United States who are “exempt employees,” as
defined under Fair Labor Standards Act of 1938, are eligible to receive Awards
under the Plan. At least a majority of the shares of Stock or shares of Stock
underlying Options or other Awards awarded under the Plan during any three-year
period must be awarded to employees who are not officers or directors of the
Company.  No single officer of the Company may acquire under the Plan
more than one percent of the outstanding Stock at the time the Plan is
adopted.

     

    SECTION
5. Stock
Options.

     

    Stock
Options may be granted alone, in addition to, or in tandem with, other awards
granted under the Plan. Any Stock Option granted under the Plan shall be in such
form as the Committee may from time to time approve.

     

    Stock
Options granted under the Plan shall not be “incentive stock options” within the
meaning of section 422 of the Code unless the Company obtains the required
shareholder approval of the Plan.

     

    Options
granted under the Plan shall be subject to the following terms and conditions
and shall contain such additional terms and conditions, not inconsistent with
the terms of the Plan, as the Committee shall deem desirable:

     

    (a)           Option Price.  The
option price per share of Stock purchasable under a Stock Option shall be
determined by the Committee at the time of grant; provided, that such option
price may not be less than the Fair Market Value of the Stock on the date the
Stock Option is granted.

     

    (b)           Option Term.  The
term of each Stock Option shall be fixed by the Committee, but no Stock Option
shall be exercisable more than ten (10) years after the date the Option is
granted.

     

    (c)           Exercisability.  Stock
Options shall be exercisable at such time or times and subject to such terms and
conditions as shall be determined by the Committee. If the Committee provides,
in its sole discretion, that any Stock Option is exercisable only in
installments, the Committee may waive such installment exercise provisions at
any time in whole or in part, based on such factors as the Committee shall
determine, in its sole discretion.

     

    (d)           Method of
Exercise.  Subject to whatever installment exercise provisions
apply under Section 5(c) and subject to whatever restrictions may be imposed by
the Company, Stock Options may be exercised in whole or in part at any time
during the option period, by giving written notice of exercise to the Company
specifying the number of shares to be purchased. Such notice shall be
accompanied by payment in full of the purchase price in such manner and on such
reasonable terms and conditions as the Committee shall establish from time to
time.

     

    No shares
of Stock shall be issued upon exercise of a stock option until full payment
therefor has been made. With respect to grants of exercisable options prior to
January 1, 2005, the optionee shall generally have the rights to dividends or
other rights of a shareholder with respect to shares subject to the Option when
the optionee has given written notice of exercise, has paid in full for such
shares, and, if requested, has given the representation described in Section
11(a).  Dividend equivalents or accumulated dividends or other rights
of economic value shall not be issued with Stock Options first becoming
exercisable after December 31, 2004.

     

    (e)           Transferability of Options.
Unless the Committee shall permit (on such terms and conditions as it shall
establish) an Option to be transferred to a member of the participant’s
immediate family or to a trust or similar vehicle for the benefit of such
immediate family members, no Option shall be assignable or transferable except
by will or the laws of descent and distribution, and except to the extent
required by law, no right or interest of any participant shall be subject to any
lien, obligation or liability of the participant.

     

    (f)           Buyout Provisions. The
Committee may at any time offer to buy out for a payment in cash, Stock,
Deferred Stock or Restricted Stock, an option previously granted hereunder,
based on such terms and conditions as the Committee shall establish and
communicate to the participant at the time that such offer is made; provided
that no such buyout shall be permissible to the extent it would subject the
Option to the requirement of section 409A of the Code or result in a violation
of section 409A of the Code.

     

    (g)           Settlement Provisions. With
respect to options exercisable prior to January 1, 2005, if the option agreement
so provides at grant, or is amended after grant, and prior to the exercise, to
so provide (with the optionee’s consent), the Committee may require that all or
part of the shares to be issued with respect to the spread value of an exercised
Option take the form of Deferred or Restricted Stock, which shall be valued on
the date of exercise on the basis of the Fair Market Value (as determined by the
Committee) of such Deferred or Restricted Stock determined without regard to the
deferral limitations and/or the forfeiture restrictions involved.

     

    SECTION
6. Restricted
Stock.

     

    (a)           Administration. Shares of
Restricted Stock may be issued either alone, in addition to, or in tandem with,
other awards granted under the Plan and/or awards made outside of the Plan. The
Committee shall determine the eligible persons to whom, and the time or times at
which, grants of Restricted Stock will be made, the number of shares to be
awarded, the price (if any) to be paid by the recipient of Restricted Stock, the
time or times within which such awards may be subject to forfeiture, and all
other terms and conditions of the awards.

     

    The
Committee may condition the grant of Restricted Stock upon the attainment of
specified performance criteria or such other factors as the Committee may
determine, in its sole discretion.

     

    The
provisions of Restricted Stock awards need not be the same with respect to each
recipient.

     

    (b)           Terms and Conditions. The
shares of Restricted Stock awarded pursuant to this Section 6 shall be subject
to the following terms and conditions:

     

    (i)           Subject
to the provisions of this Plan and the award agreement, during a period set by
the Committee commencing with the date of such award (the “Restriction Period”),
the participant shall not be permitted to sell, transfer, pledge or assign
shares of Restricted Stock awarded under the Plan. Within these limits the
Committee, in its sole discretion, may provide for the lapse of such
restrictions in installments and may accelerate or waive such restrictions in
whole or in part, based on service and/or such other factors as the Committee
may determine, in its sole discretion.

     

    (ii)           If
and when the Restriction Period expires without a prior forfeiture of the
Restricted Stock subject to such Restriction Period, certificates for an
appropriate number of unrestricted shares of Stock shall be delivered to the
participant promptly (unless the Committee decides pursuant to Section 2(f) to
settle the award in cash).

     

    (iii)           The
voting rights and/or dividend rights, if any, of the Restricted Stock award
shall be established by the Committee pursuant to Section 2(i).

     

    SECTION
7. Deferred
Stock.

     

    (a)           Administration. Deferred
Stock may be awarded either alone, in addition to, or in tandem with, other
awards granted under the Plan and/or awards made outside of the Plan. The
Committee shall determine the eligible persons to whom and the time or times at
which Deferred Stock shall be awarded, the number of shares of Deferred Stock to
be awarded to any person, the duration of the period (the “Deferral Period”)
during which, and the conditions under which, receipt of the Stock will be
deferred, and the other terms and conditions of the award in addition to those
set forth in Section 7(b).  Awards of Deferred Stock may be subject to
the provisions of section 409A of the Code, and it is intended that any such
grant shall be made and administered in compliance with section 409A of the
Code.

     

    The
Committee may condition the grant of Deferred Stock upon the attainment of such
factors or criteria as the Committee shall determine, in its sole
discretion.

     

    The
provisions of Deferred Stock awards need not be the same with respect to each
recipient.

     

    (b)           Terms and Conditions. The
shares of Deferred Stock awarded pursuant to this Section 7 shall be subject to
the following terms and conditions:

     

    (i)           Subject
to the provisions of this Plan, Deferred Stock awards may not be sold, assigned,
transferred, pledged or otherwise encumbered during the Deferral Period. At the
expiration of the Deferral Period (or the elective Deferral Period referred to
in Section 7(b)(iii), where applicable), stock certificates shall be delivered
to the participant, or his legal representative, in a number equal to the shares
covered by the Deferred Stock award (unless the Committee decides pursuant to
Section 2(f) to settle the award in cash).

     

    (ii)           The
Committee may accelerate the vesting of all or any part of any Deferred Stock
award and/or waive the deferral limitations in whole or in part, based on
service and/or such other factors as the Committee may determine, in its sole
discretion.

     

    (iii)           Deferral
of awards (or any installment thereof) shall not be permitted except in
conformance with Internal Revenue Service transitional guidance under section
409A of the Code that does not result in a violation of section 409A of the
Code, including Internal Revenue Service Notices 2005-1, 2006-67 and
2007-86.

     

    (iv)           The
dividend rights, if any, of the Deferred Stock award established by the
Committee pursuant to Section 2(j).  Such rights shall be issued in
conformance with section 409A of the Code.

     

    SECTION
8. Change
in Control Provisions.

     

    (a)           Impact of Event. The
Committee may provide, at or after the date an Award is granted that,
notwithstanding any provisions of the Plan to the contrary, in the event of a
“Change in Control” (as defined in Section 8(b)) or “Potential Change in
Control” (as defined in section 8(c)):

     

    (A)           Any
Stock Options awarded under the Plan not previously exercisable and vested shall
become fully exercisable and vested;

     

    (B)           The
restrictions and deferral limitations applicable to any Restricted Stock and
Deferred Stock, in each case to the extent not already vested under the Plan,
shall lapse and such shares and awards shall be deemed fully vested;
and

     

    (C)           The
value of all outstanding Awards to the extent vested may at the sole discretion
of the Committee at or after grant but prior to any Change in Control, be cashed
out on the basis of the “Change in Control Price” as defined in Section 8(d) as
of the date such Change in Control or Potential Change in Control is determined
to have occurred or such other date as the Committee may determine prior to the
Change in Control or Potential Change in Control, provided that payment of
awards subject to section 409A of the Code shall be made in a manner compliant
with section 409A.

     

    (b)           Definition of “Change in
Control”.  For purposes of Section 8(a), a “Change in Control”
means the happening of any of the following:

     

    (i)           When
any “person” as defined in section 3(a)(9) of the Exchange Act and as used in
sections 13(d) and 14(d) thereof, including a “group” as defined in section
13(d) of the Exchange Act but excluding the Company, any Subsidiary or any
employee benefit plan sponsored or maintained by the Company or any Subsidiary
(including any trustee of such plan acting as trustee), directly or indirectly,
becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act,
as amended from time to time), of securities of the Company representing fifteen
percent (15%) or more of the combined voting power of the Company’s then
outstanding securities;

     

    (ii)           The
individuals who, as of December 31, 2008, constitute the Board (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board;
provided, however, that any individual becoming a director subsequent to such
date whose election, or nomination for election by the Company’s shareholders,
was approved by a vote of at least a majority of the directors then comprising
the Incumbent Board shall be considered as though such individual were a member
of the Incumbent Board, but excluding, for this purpose, any such individual
whose initial assumption of office occurs as a result of an actual or threatened
election contest with respect to the election or removal of directors or other
actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board; or

     

    (iii)           Consummation
of a reorganization, merger or consolidation or sale or other disposition of all
or substantially all of the assets of the Company or the acquisition of assets
of another corporation (a “Business Combination”), in each case, unless,
following such Business Combination: (A) all or substantially all of the
individuals and entities who were the beneficial owners, respectively, of the
then outstanding shares of Stock of the Company and the combined voting power of
the then outstanding voting securities of the Company entitled to vote generally
in the election of directors immediately prior to such Business Combination
beneficially own, directly or indirectly, more than sixty percent (60%) of,
respectively, the then outstanding shares of common stock and the combined
voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the corporation
resulting from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or all or
substantially all of the Company’s assets either directly or through one or more
subsidiaries); (B) no person (excluding any employee benefit plan (or related
trust) of the Company or such corporation resulting from such Business
Combination) beneficially owns, directly or indirectly, fifteen percent (15%) or
more of, respectively, the then outstanding shares of common stock of the
corporation resulting from such Business Combination or the combined voting
power of the then outstanding voting securities of such corporation except to
the extent that such ownership existed prior to the Business Combination; and
(C) at least a majority of the members of the board of directors of the
corporation 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; or

     

    (iv)           Approval
by the shareholders of the Company of a complete liquidation or dissolution of
the Company.

     

    Notwithstanding
anything in Section 8(b) hereinabove, a Change in Control shall be deemed to
have occurred only if the event is also a change in the ownership, or change in
effective control, or a change in the ownership of a substantial portion of the
assets of the Company, in each case as defined in Treasury Regulation
1.409A-3(i)(5) or successor guidance thereto.  For such purpose the
specified percentages in Treasury Regulations 1.409A-3(i)(5)(v), (vi) and (vii)
or successor guidance thereto shall be utilized, rather than any elective
percentage.

     

    (c)           Definition of Potential Change in
Control.  For purposes of Section 8(a), a “Potential Change in
Control” means the happening of any one of the following:

     

    (i)           The
approval by shareholders of an agreement by the Company, the consummation of
which would result in a Change in Control of the Company as defined in Section
8(b); or

     

    (ii)           The
acquisition of beneficial ownership, directly or indirectly, by any entity,
person or group (other than the Company or a Subsidiary or any Company employee
benefit plan (including any trustee of such plan acting as such trustee)) of
securities of the Company representing five percent (5%) or more of the combined
voting power of the Company’s outstanding securities and the adoption by the
Board of a resolution to the effect that a Potential Change in Control of the
Company has occurred for purposes of this Plan.

     

    Notwithstanding
anything in Section 8(c) hereinabove, a Potential Change in Control shall be
deemed to have occurred only if the event is also a change in the ownership, or
change in effective control, or a change in the ownership of a substantial
portion of the assets of the Company, as defined in Treasury Regulation
1.409A-3(i)(5) or successor guidance thereto.  For such purpose the
specified percentages in Treasury Regulations 1.409A-3(i)(5)(v), (vi) and (vii)
or successor guidance thereto shall be utilized, rather than any elective
percentage.

     

    (d)           Change in Control Price. For
the purposes of this Section 8, “Change in Control Price” means the highest
price per share paid in any transaction reported on the New York Stock Exchange
Composite Index, or paid or offered in any bona fide transaction related to a
potential or actual Change in Control of the Company at any time during the
sixty (60) day period immediately preceding the occurrence of the Change in
Control, in each case as determined by the Committee.

     

    SECTION
9. Amendments
and Termination.

     

    The Board
may amend, alter or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made which would impair the rights of an optionee or
participant under an Award theretofore granted, without the optionee’s or
participant’s consent.

     

    The
Committee may amend the terms of any Stock Option or other award theretofore
granted, prospectively or retroactively, but subject to Section 3 above, no such
amendment shall impair the rights of any holder without the holder’s
consent.

     

    Subject
to the above provisions, the Board shall have broad authority to amend the Plan
to take into account changes in applicable securities and tax laws and
accounting rules, as well as other developments.

     

    Notwithstanding
the above, no amendment shall be made that shall constitute an impermissible
acceleration of an award that is subject to section 409A of the Code and awards
subject to section 409A of the Code may be amended without participant consent
to the extent provided in Section 2 of this Plan.

     

    SECTION
10. Unfunded
Status of Plan.

     

    The Plan
is intended to constitute an “unfunded” plan for incentive and deferred
compensation. With respect to any payments not yet made to a participant or
optionee by the Company, nothing contained herein shall give any such
participant or optionee any rights that are greater than those of a general
creditor of the Company. In its sole discretion, the Committee may authorize the
creation of trusts or other arrangements to meet the obligations created under
the Plan to deliver Stock or payments in lieu of or with respect to awards
hereunder; provided, however, that unless the Committee otherwise determines
with the consent of the affected participant, the existence of such trusts or
other arrangements is consistent with the “unfunded” status of the
Plan.  Trusts or other arrangements so established shall be subject to
the limitations of section 409A(b) of the Code.

     

    SECTION
11. General
Provisions.

     

    (a)           The
Committee may require each person purchasing shares pursuant to a Stock Option
or other award under the Plan to represent to and agree with the Company in
writing that the optionee or participant is acquiring the shares without a view
to distribution thereof. The certificates for such shares may include any legend
that the Committee deems appropriate to reflect any restrictions on
transfer.

     

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

     

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

     

    (c)           The
adoption of the Plan shall not confer upon any employee of the Company or any
Subsidiary or Affiliate any right to continued employment with the Company or a
Subsidiary or Affiliate, as the case may be, nor shall it interfere in any way
with the right of the Company or a Subsidiary or Affiliate to terminate the
employment of any of its employees at any time.

     

    (d)           Except
as the participant and the Company may otherwise agree, no later than the date
as of which an amount first becomes includible in the gross income of the
participant for federal income tax purposes with respect to any award under the
Plan, the participant shall pay to the Company, or make arrangements
satisfactory to the Committee regarding the payment of, any federal, state, or
local taxes of any kind required by law to be withheld with respect to such
amount. Unless otherwise determined by the Committee, withholding obligations
may be settled with Stock, including Stock that is part of the award that gives
rise to the withholding requirement. The obligations of the Company under the
Plan shall be conditional on such payment or arrangements, and the Company and
its Subsidiaries or Affiliates shall, to the extent permitted by law, have the
right to deduct any such taxes from any payment of any kind otherwise due to the
participant.

     

    (e)           The
actual or deemed reinvestment of dividends or dividend equivalents in additional
Restricted Stock (or in Deferred Stock or other types of Plan awards) at the
time of any dividend payment shall only be permissible if sufficient shares of
Stock are available under Section 3 for such reinvestment (taking into account
then outstanding Stock Options and other Plan awards).

     

    (f)           The
Committee may permit a participant to postpone the delivery of Stock under any
award, including a Stock Option, under the Plan upon such terms and conditions
as the Committee shall determine, but, with respect to awards subject to section
409A of the Code, only in conformance with section 409A of the
Code.

     

    (g)           The
Plan and all awards made and actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Delaware.

     

    (h)           The
recipient of an Award hereunder is responsible for ensuring that all applicable
taxes are paid when due. The Corporation and any Subsidiary or Affiliate reserve
the right to sell all or any part of an Award and apply the proceeds to the tax
obligation, or to withhold an amount equal to such tax obligation from the
recipient’s salary, wages or any other payments made to the recipient by a
Subsidiary or Affiliate.

     

    SECTION
12. Effective
Date of Plan.

     

    As
amended and restated, the Plan shall be effective as of March 18, 2003, with
changes effected hereunder effective as of January 1, 2005.

     

    SECTION
13. Term of Plan.

     

    No Award
shall be granted pursuant to the Plan on or after the tenth anniversary of the
date of adoption of the Plan, but awards granted prior to such tenth anniversary
may extend beyond that date, in accordance with the terms of such
awards.