Exhibit 10.01(a)


 


1999
EQUITABLE RESOURCES, INC.


 


LONG-TERM
INCENTIVE PLAN


 


(As amended
and restated through December 3, 2008)


 


SECTION 1.  PURPOSES


 


1.01  The
purpose of the 1999 Equitable Resources, Inc. Long-Term Incentive Plan
(the “Plan”) is to assist the Company in attracting, retaining and motivating
employees of outstanding ability and to align their interests with those of the
shareholders of the Company.


 


SECTION 2.  DEFINITIONS; CONSTRUCTION


 


2.01  Definitions.  In
addition to the terms defined elsewhere in the Plan, the following terms as
used in the Plan shall have the following meanings when used with initial
capital letters:


 


2.01.1    “Award”
means any Option, Restricted Stock, Performance Award or Other Stock-Based
Award, or any other right or interest relating to Shares or cash granted under
the Plan.


 


2.01.2    “Award Agreement” means any written agreement,
contract or other instrument or document evidencing an Award.


 


2.01.3    “Board” means the Company’s Board of
Directors.


 


2.01.4    “Cause,” when used with respect to the
termination of employment of a Participant, means:


 


(a) the
willful and continued failure by the Participant to substantially perform his
duties with the Company or a Subsidiary (other than any such failure resulting
from the Participant’s disability), after a written demand for substantial
performance is delivered to the Participant by the Board which specifically
identifies the manner in which the Board believes that the Participant has not
substantially performed his duties, and which failure has not been cured within
30 days after such written demand; or


 


(b)  the
willful and continued engaging by the Participant in conduct which is
demonstrably and materially injurious to the Company or a Subsidiary,
monetarily or otherwise, or


 


(c)  the
breach by the Participant of any obligation of confidentiality owed to the
Company or a Subsidiary.


 


For purposes of
this Section 2.01.4, no act, or failure to act, on the Participant’s part
shall be considered “willful” unless done, or omitted to be done, by the
Participant in 


 

















 


bad faith and without reasonable belief that such action or omission
was in the best interest of the Company. 
Notwithstanding the foregoing, the Participant shall not be deemed to
have been terminated for Cause unless and until there shall have been delivered
to him a copy of a resolution duly adopted by the affirmative vote of not less
than three-quarters of the non-management members of the Board at a meeting of
the Board called and held for that purpose (after reasonable notice to the
Participant and an opportunity for the Participant, together with his counsel,
to be heard before the Board) finding that in the good faith opinion of the
Board the Participant is guilty of the conduct set forth above in clauses (a),
(b) or (c) of this Section 2.01.4 and specifying the particulars
thereof in detail.


 


2.01.5  “Code” means the Internal Revenue Code of
1986, as amended from time to time, together with rules, regulations and
interpretations promulgated thereunder. 
References to particular sections of the Code shall include any
successor provisions.


 


2.01.6  “Change of Control” has the meaning provided
in Section 9.03.


 


2.01.7  “Committee” means the Compensation Committee
or such other Committee of the Board as may be designated by the Board to
administer the Plan, as referred to in Section 3.01 hereof; provided
however, that any member of the Committee participating in the taking of any
action under the Plan shall qualify as a “non-employee director” as then defined
under Rule 16b-3 and an “outside director” as then defined under Section 162(m) of
the Code.


 


2.01.8  “Common Stock” means shares of the common
stock, without par value, and such other securities of the Company or other
corporation or entity as may be substituted for Shares pursuant to Section 8.01
hereof.


 


2.01.9  “Covered Employee” shall have the meaning
provided in Section 162(m)(3) of the Code.


 


2.01.10  “Exchange Act” means the Securities Exchange
Act of 1934, as amended.


 


2.01.11  “Fair Market Value” of shares of any stock,
including but not limited to Common Stock, or units of any other securities
(herein “shares”), shall be the mean between the highest and lowest sales
prices per share for the date as of which Fair Market Value is to be determined
in the principal market in which such shares are traded, as quoted in The Wall Street Journal (or in such other reliable
publication as the Committee, in its discretion, may determine to rely
upon).  If the Fair Market Value of
shares on any date cannot be determined on the basis set forth in the preceding
sentence, or if a determination is required as to the Fair Market Value on any
date of property other than shares, the Committee shall in good faith determine
the Fair Market Value of such shares or other property on such date.  Fair Market Value shall be determined without
regard to any restriction other than a restriction which, by its terms, will
never lapse.


 


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2.01.12  “Incentive Stock Option” means an Option that
is intended to meet the requirements of Section 422 of the Code and is
designated as such in the Award Agreement relating thereto.


 


2.01.13  “Option” means a right, granted under Section 6.02
hereof, to purchase Shares at a specified price during specified time
periods.  An Option may be either an
Incentive Stock Option or a nonstatutory stock option, which is an Option not
intended to be an Incentive Stock Option.


 


2.01.14  “Other Stock-Based Award” means an Award,
granted under Section 6.05 hereof, that is denominated or payable in,
valued in whole or in part by reference to, or otherwise based on, or related
to, Shares.


 


2.01.15  “Participant” means an employee of the
Company or any Subsidiary, including, but not limited to, Covered Employees,
who is granted an Award under the Plan.


 


2.01.16  “Performance Award,” “Performance Goal” and “Performance
Period” shall have the meanings provided in Section 6.04.


 


2.01.17  “Reload Option Rights” and “Reload Option”
have the meanings provided in Section 6.02(v).


 


2.01.18  “Restricted Stock” means Shares, granted
under Section 6.03 hereof, that are subject to certain restrictions.


 


2.01.19  “Rule 16b-3” means Rule 16b-3 under
the Exchange Act, as amended from time to time, or any successor to such Rule promulgated
by the Securities and Exchange Commission under Section 16 of the Exchange
Act.


 


2.01.20  “Shares” means the common stock of the
Company, without par value, and such other securities of the Company as may be
substituted for Shares pursuant to Section 8.01 hereof.


 


2.01.21  “Subsidiary” means any corporation in an
unbroken chain of corporations beginning with the Company, if each of the
corporations other than the last corporation in the chain owns stock possessing
at least 50% of the total combined voting power of all classes of stock in one
of the other corporations in the chain.


 


2.02  Construction.  For
purposes of the Plan, the following rules of construction shall apply:


 


2.02.1  The word “or” is disjunctive but not
necessarily exclusive.


 


2.02.2  Words in the singular include the plural;
words in the plural include the singular; words in the neuter gender include
the masculine and feminine genders, and words in the masculine or feminine
gender include the other and neuter genders.


 


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SECTION 3.
ADMINISTRATION


 


3.01  The Plan
shall be administered by the Committee. 
The Committee shall have full and final authority to take the following
actions, in each case subject to and consistent with the provisions of the
Plan:


 


(i)  to
designate Participants;


 


(ii)  to
determine the type or types of Awards to be granted to each Participant;


 


(iii)  to
determine the number of Awards to be granted, the number of Shares or amount of
cash or other property to which an Award will relate, the terms and conditions
of any Award (including, but not limited to, any exercise price, grant price or
purchase price, any limitation or restriction, any schedule for lapse of
limitations, forfeiture restrictions or restrictions on exercisability or
transferability, and accelerations or waivers thereof, based in each case on
such considerations as the Committee shall determine), and all other matters to
be determined in connection with an Award;


 


(iv)  to
determine whether, to what extent and under what circumstances an Award may be
settled in, or the exercise price of an Award may be paid in cash, Shares,
other Awards or other property, or an Award may be accelerated, vested,
canceled, forfeited, exchanged or surrendered;


 


(v)  to
interpret and administer the Plan and any instrument or agreement relating to,
or Award made under, the Plan;


 


(vi)  to
prescribe the form of each Award Agreement, which need not be identical for
each Participant;


 


(vii)  to
adopt, amend, suspend, waive and rescind such rules and regulations as the
Committee may deem necessary or advisable to administer the Plan;


 


(viii)  to
correct any defect or supply any omission or reconcile any inconsistency, and
to construe and interpret the Plan, the rules and regulations, any Award
Agreement or other instrument entered into or Award made under the Plan;


 


(ix)  to make
all other decisions and determinations as may be required under the terms of
the Plan or as the Committee may deem necessary or advisable for the administration
of the Plan; and


 


(x)  to make
such filings and take such actions as may be required from time to time by
appropriate state, regulatory and governmental agencies.


 


Any action of the Committee with respect to the Plan
shall be final, conclusive and binding on all Persons, including the Company,
Subsidiaries, Participants, any Person claiming any rights under the Plan from
or through any Participant, employees and shareholders.  The express grant of any specific power to
the Committee, and the taking of any action by the Committee, shall not be
construed as limiting any power or authority of the Committee.  The Committee may delegate to officers or
managers of the Company or any Subsidiary the 


 


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authority, subject to
such terms as the Committee shall determine, to perform administrative
functions under the Plan and, with respect to Participants who are not subject
to Section 16 of the Exchange Act, to take such actions and perform such
functions under the Plan as the Committee may specify.  Each member of the Committee shall be
entitled to, in good faith, rely or act upon any report or other information
furnished to him by an officer, manager or other employee of the Company or a
Subsidiary, the Company’s independent certified public accountants, or any
executive compensation consultant or other professional retained by the Company
to assist in the administration of the Plan.


 


SECTION 4.  SHARES SUBJECT TO THE PLAN


 


4.01  The
maximum net number of Shares which may be issued and in respect of which Awards
may be granted under the Plan shall be limited to (i) 6,000,000 shares of
Common Stock, subject to adjustment as provided in Section 8.01, which may
be used for all forms of Awards including Incentive Stock Options, and (ii) 5,000,000
shares of Common Stock, subject to adjustment as provided in Section 8.01,
which may be used for all forms of Awards excluding Incentive Stock
Options.  For purposes of determining the
number of Shares available under either of the foregoing categories, Shares
issued with respect to Awards granted on or after May 17, 2001 shall be
deemed to have been issued from category (ii) of the foregoing sentence
unless such Award is an Incentive Stock Option or as otherwise determined by
the Committee.


 


For purposes of this Section 4.01, the number of
Shares to which an Award relates shall be counted against the number of Shares
available under the Plan at the time of grant of the Award, unless such number
of Shares cannot be determined at that time, in which case the number of Shares
actually distributed pursuant to the Award shall be counted against the number
of Shares available under the Plan at the time of distribution; provided,
however, that Awards related to or retroactively added to, or granted in tandem
with, substituted for or converted into, other Awards shall be counted or not
counted against the number of Shares reserved and available under the Plan in
accordance with procedures adopted by the Committee so as to ensure appropriate
counting but avoid double counting.


 


If any Shares to which an Award relates are forfeited,
or payment is made to the Participant in the form of cash, cash equivalents or
other property other than Shares, or the Award otherwise terminates without
payment being made to the Participant in the form of Shares, any Shares counted
against the number of Shares available under the Plan with respect to such
Award shall, to the extent of any such forfeiture, alternative payment or
termination, again be available for Awards under the Plan.  If the exercise price of an Award is paid by
delivering to the Company Shares previously owned by the Participant, the
Shares covered by the Award equal to the number of Shares so delivered shall
again be available for Awards under the Plan. 
Any Shares distributed
pursuant to an Award, if granted pursuant to category (i) of the first
sentence of this Section, may consist, in whole or part, of authorized and
unissued Shares or of treasury Shares, including Shares repurchased by the
Company for purposes of the Plan and, if granted pursuant to category (ii) of
the first sentence of this Section, shall consist of treasury Shares.


 


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SECTION 5.  ELIGIBILITY


 


5.01  Awards may
be granted only to individuals who are full-time employees (including, without
limitation, employees who also are directors or officers and Covered Employees)
of the Company or any Subsidiary; provided, however, that no Award shall be
granted to any member of the Committee.


 


SECTION 6.  SPECIFIC TERMS OF AWARDS


 


6.01  General.  Subject to
the terms of the Plan and any applicable Award Agreement, Awards may be granted
as set forth in this Section 6.  In
addition, the Committee may impose on any Award or the exercise thereof, at the
date of grant or thereafter (subject to the terms of Section 10.01), such
additional terms and conditions, not inconsistent with the provisions of the
Plan, as the Committee shall determine, including separate escrow provisions
and terms requiring forfeiture of Awards in the event of termination of
employment by the Participant.  Except as
required by applicable law, Awards may be granted for no consideration other
than prior and/or future services.


 


6.02  Options.  The
Committee is authorized to grant Options to Participants on the following terms
and conditions:


 


(i)  Exercise Price.  The
exercise price per Share of an Option shall not be less than 100% of the Fair
Market Value of a Share on the date of grant of such Option.


 


(ii)  Option Term.  The term
of each Option shall be determined by the Committee, except that no Incentive
Stock Option shall be exercisable after the expiration of ten years from the
date of grant.


 


(iii)  Times and Methods of Exercise.  The Committee shall determine the time or
times at which an Option may be exercised in whole or in part, the methods by
which the exercise price may be paid or deemed to be paid, and the form of such
payment, including, without limitation, cash, Shares, or other property or any
combination thereof, having a Fair Market Value on the date of exercise equal
to the exercise price, provided, however, that (1) in the case of a
Participant who is at the time of exercise subject to Section 16 of the
Exchange Act, any portion of the exercise price representing a fraction of a
Share shall in any event be paid in cash or in property other than any equity
security (as defined by the Exchange Act) of the Company and (2) except as
otherwise determined by the Committee, in its discretion, at the time the
Option is granted, no shares which have been held for less than six months may
be delivered in payment of the exercise price of an Option.


 


Delivery of Shares
in payment of the exercise price of an Option, if authorized by the Committee,
may be accomplished through the effective transfer to the Company of Shares
held by a broker or other agent.  Unless
otherwise determined by the Committee, the Company will also cooperate with any
person exercising an Option who participates in a cashless exercise program of
a broker or other agent under which all or part of the Shares received upon
exercise of the Option are sold through the broker or other agent, for the
purpose of paying the exercise price of an Option.  Notwithstanding the preceding 


 


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sentence, unless the Committee, in its discretion, shall otherwise
determine, the exercise of the Option shall not be deemed to occur, and no
Shares will be issued by the Company upon exercise of an Option, until the Company
has received payment in full of the exercise price.


 


Notwithstanding
any other provision contained in the Plan or in any Award Agreement, but
subject to the possible exercise of the Committee’s discretion contemplated in
the last sentence of this Section 6.02(iii), the aggregate Fair Market
Value, determined as of the date of grant, of the Shares with respect to which
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year under all plans of the corporation employing such
employee, any parent or subsidiary corporation of such corporation and any
predecessor corporation of any such corporation shall not exceed $100,000.  If the date on which one or more of such
Incentive Stock Options could first be exercised would be accelerated pursuant
to any provision of the Plan or any Award Agreement, and the acceleration of
such exercise date would result in a violation of the restriction set forth in
the preceding sentence, then, notwithstanding any such provision, but subject
to the provisions of the next succeeding sentence, the exercise dates of such
Incentive Stock Options shall be accelerated only to the date or dates, if any,
that do not result in a violation of such restriction and, in such event, the
exercise dates of the Incentive Stock Options with the lowest option prices
shall be accelerated to the earliest such dates.  The Committee may, in its discretion,
authorize the acceleration of the exercise date of one or more Incentive Stock
Options even if such acceleration would violate the $100,000 restriction set
forth in the first sentence of this paragraph and even if such Incentive Stock
Options are thereby converted in whole or in part to nonstatutory stock
options.


 


(iv)  Termination of Employment. 
Unless otherwise determined by the Committee and reflected in the Award
Agreement:


 


(A)  if a
Participant shall die while employed by the Company or a Subsidiary or during a
period following termination of employment during which an Option otherwise
remains exercisable under this Section 6.02(iv), Options granted to the
Participant, to the extent exercisable at the time of the Participant’s death,
may be exercised within one year after the date of the Participant’s death, but
not later than the expiration date of the Option, by the executor or
administrator of the Participant’s estate or by the Person or Persons to whom
the Participant shall have transferred such right by will, by the laws of
descent and distribution or, if permitted by the Committee, by inter vivos transfer.


 


(B)  if the
employment of a Participant with the Company or a Subsidiary shall be
involuntarily terminated under circumstances which would qualify the
Participant for benefits under the Company’s Separation Allowance Plan, or if a
Participant shall retire under the terms of any retirement plan of the Company
or a Subsidiary or shall terminate his or her employment with the written
consent of the Company or a Subsidiary specifically permitting such exercise,
Options granted to the Participant, to the extent exercisable at the date of
the Participant’s termination of employment, may be exercised within 90 days
after the date of termination of employment, but not later than the expiration
date of the Option.


 


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(C)  except
to the extent an Option remains exercisable under paragraph (A) or (B) above
or under Section 9.02, any Option granted to a Participant shall terminate
immediately upon the termination of all employment of the Participant with the
Company or a Subsidiary.


 


(v)  Reload Option Rights. 
Reload Option Rights if awarded with respect to an Option, at the time
of grant of the Option, shall entitle the holder of the Option, upon exercise
of the Option or any portion thereof through delivery of previously owned
Shares, to automatically be granted on the date of such exercise a new
nonstatutory stock option (a “Reload Option”) (1) for a number of Shares
not exceeding the number of full Shares delivered in payment of the option
price of the original Option and any withholding taxes related thereto, (2) having
an option price not less than 100% of the Fair Market Value per Share of the
Common Stock on such date of grant, (3) having an expiration date not
later than the expiration date of the original Option so exercised and (4) otherwise
having terms permissible for the grant of an Option under the Plan.  Subject to the preceding sentence and the
other provisions of the Plan, Reload Option Rights and Reload Options shall
have such terms and be subject to such restrictions and conditions, if any, as
shall be determined, in its discretion, by the Committee.  In granting Reload Option Rights, the
Committee, may, in its discretion, provide for successive Reload Option grants
upon the exercise of Reload Options granted thereunder.  Unless otherwise determined, in its
discretion, by the Committee, Reload Option Rights shall entitle the holder of
an Option to be granted a Reload Option only if the underlying Option to which
they relate is exercised during employment with the Company or a Subsidiary of
the original grantee of the underlying Option. 
Except as otherwise specifically provided herein or required by the
context, the term Option as used in this Plan shall include Reload Options
granted hereunder.


 


(vi)  Individual Option Limit.  The
aggregate number of Shares for which Options may be granted under the Plan to
any single Participant shall not exceed 1,500,000 Shares.  The limitation in the preceding sentence
shall be interpreted and applied in a manner consistent with Section 162(m) of
the Code and, to the extent consistent with Section 162(m) of the
Code, in accordance with Section 4.01 hereof.  To the extent consistent with Section 162(m) of
the Code, in applying this limitation a Reload Option shall not be deemed to
increase the number of Shares covered by the original underlying Option grant.


 


6.03  Restricted Stock.  The
Committee is authorized to grant Restricted Stock to Participants on the
following terms and conditions:


 


(i)  Issuance and Restrictions. 
Restricted Stock shall be subject to such restrictions on
transferability and other restrictions as the Committee may impose (including,
without limitation, limitations on the right to vote Restricted Stock or the right
to receive dividends thereon), which restrictions may lapse separately or in
combination at such times, under such circumstances, in such installments or
otherwise, as the Committee shall determine at the time of grant or
thereafter.  The restriction period
applicable to Restricted Stock shall, in the case of a time-based restriction
period, be not less than three years or, in the case of a performance-based
restriction period, be not less than one year.


 


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(ii)  Forfeiture.  Except as
otherwise determined by the Committee at the time of grant or thereafter, upon
termination of employment (as determined under criteria established by the
Committee) during the applicable restriction period, Restricted Stock that is
at that time subject to restrictions shall be forfeited and reacquired by the
Company; provided, however, that the Committee may provide, by rule or
regulation or in any Award Agreement, that restrictions on Restricted Stock
shall be waived in whole or in part in the event of terminations resulting from
specified causes, and the Committee may in other cases waive in whole or in
part restrictions on Restricted Stock.


 


(iii)  Certificates for Shares. 
Restricted Stock granted under the Plan may be evidenced in such manner
as the Committee shall determine, including, without limitation, issuance of
certificates representing Shares, which may be held in escrow.  Certificates representing Shares of
Restricted Stock shall be registered in the name of the Participant and shall
bear an appropriate legend referring to the terms, conditions and restrictions
applicable to such Restricted Stock.


 


6.04  Performance Awards. 
The Committee is authorized to grant Performance Awards to Participants
on the following terms and conditions:


 


(i)  Right to Payment.  A
Performance Award shall represent a right to receive Shares, cash, other
property or any combination thereof based on the achievement, or the level of
achievement, during a specified Performance Period of one or more Performance
Goals established by the Committee at the time of the Award.


 


(ii)  Terms of Performance Awards. 
At the time a Performance Award is granted, the Committee shall cause to
be set forth in the Award Agreement or otherwise in writing (1) the
Performance Goals applicable to the Award and the Performance Period during
which the achievement of the Performance Goals shall be measured, (2) the
amount which may be earned by the Participant based on the achievement, or the
level of achievement, of the Performance Goals or the formula by which such
amount shall be determined and (3) such other terms and conditions
applicable to the Award as the Committee may, in its discretion, determine to
include therein.  The terms so
established by the Committee shall be objective such that a third party having
knowledge of the relevant facts could determine whether or not any Performance
Goal has been achieved, or the extent of such achievement, and the amount, if
any, which has been earned by the Participant based on such performance.  The Committee may retain the discretion to
reduce (but not to increase) the amount of a Performance Award which will be
earned based on the achievement of Performance Goals.


 


(iii)  Performance Goals.  “Performance
Goals” shall mean one or more preestablished, objective measures of performance
during a specified “Performance Period”, selected by the Committee in its
discretion.  Performance Goals may be
based upon one or more of the following objective performance measures and
expressed in either, or a combination of, absolute or relative values:  earnings per share, earnings per share
growth, net income, revenue growth, revenues, expenses, return on equity,
return on total capital, return on assets, earnings (including EBITDA and
EBIT), cash flow, share price, economic value added, gross margin, operating
income, or total shareholder return. 
Performance Goals based on such performance measures may be based either
on 


 


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the performance of the Company, a Subsidiary or Subsidiaries, any
branch, department, business unit or other portion thereof under such measure
for the Performance Period and/or upon a comparison of such performance with
the performance of a peer group of corporations, prior Company performance or
other measure selected or defined by the Committee at the time of making a
Performance Award.  The Committee may in
its discretion also determine to use other objective performance measures as
Performance Goals.


 


(iv)  Committee Certification. 
Following completion of the applicable Performance Period, and prior to
any payment of a Performance Award to the Participant, the Committee shall
determine in accordance with the terms of the Performance Award and shall
certify in writing whether the applicable Performance Goal or Goals were
achieved, or the level of such achievement, and the amount, if any, earned by
the Participant based upon such performance. 
For this purpose, approved minutes of the meeting of the Committee at
which certification is made shall be sufficient to satisfy the requirement of a
written certification.  Performance Awards are not intended to
provide for the deferral of compensation, such that payment for earned
Performance Awards shall be paid within two and one-half months following the
end of the calendar year in which the Performance Period ends or upon vesting,
as may be required to avoid characterization of such Awards as deferred
compensation under Section 409A of the Code.


 


(v)  Maximum Individual Performance Award Payments.  In any one calendar year, the maximum amount
which may be earned by any single Participant under (a) Performance Awards
granted under the Plan and payable in cash or property (other than Shares)
shall be limited to $3,000,000 and (b) Performance Awards granted under
the Plan and payable in Shares shall be limited to 70,000 shares.  In the case of multi-year Performance
Periods, the amount which is earned in any one calendar year is the amount paid
for the Performance Period divided by the number of calendar years in the
period.  In applying this limit, the
amount of any cash or the Fair Market Value of any Shares or other property
earned by a Participant shall be measured as of the close of the applicable
calendar year which ends the Performance Period, regardless of the fact that
certification by the Committee and actual payment to the Participant may occur
in a subsequent calendar year or years.


 


6.05  Other Stock-Based Awards. 
The Committee is authorized, subject to limitations under applicable
law, to grant to Participants, in lieu of salary or cash bonus, such other
Awards that are denominated or payable in, valued in whole or in part by
reference to, or otherwise based on, or related to, Shares, as deemed by the
Committee to be consistent with the purposes of the Plan, including, without
limitation, purchase rights, Shares awarded which are not subject to any
restrictions or conditions, convertible securities, exchangeable securities or
other rights convertible or exchangeable into Shares, as the Committee in its
discretion may determine.  In the
discretion of the Committee, such Other Stock-Based Awards, including Shares,
or other types of Awards authorized under the Plan, may be used in connection
with, or to satisfy obligations of the Company or a Subsidiary under, other
compensation or incentive plans, programs or arrangements of the Company or any
Subsidiary for eligible Participants, including without limitation the
Short-Term Incentive Compensation Plan and executive contracts.


 


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The Committee shall determine the terms and conditions
of Other Stock-Based Awards.  Shares or
securities delivered pursuant to a purchase right granted under this Section 6.05
shall be purchased for such consideration, paid for by such methods and in such
forms, including, without limitation, cash, Shares, or other property or any
combination thereof, as the Committee shall determine, but the value of such
consideration shall not be less than the Fair Market Value of such Shares or
other securities on the date of grant of such purchase right.  Delivery of Shares or other securities in
payment of a purchase right, if authorized by the Committee, may be
accomplished through the effective transfer to the Company of Shares or other
securities held by a broker or other agent. 
Unless otherwise determined by the Committee, the Company will also
cooperate with any person exercising a purchase right who participates in a
cashless exercise program of a broker or other agent under which all or part of
the Shares or securities received upon exercise of a purchase right are sold
through the broker or other agent, or under which the broker or other agent
makes a loan to such person, for the purpose of paying the exercise price of a
purchase right.  Notwithstanding the preceding
sentence, unless the Committee, in its discretion, shall otherwise determine,
the exercise of the purchase right shall not be deemed to occur, and no Shares
or other securities will be issued by the Company upon exercise of a purchase
right, until the Company has received payment in full of the exercise
price.  Shares, securities, cash or other
payments made with respect to particular Other Stock-Based Awards that may
constitute deferred compensation under Section 409A of the Code may only
be payable upon a permissible payment event under Section 409A of the Code
and the terms and conditions of such awards shall be in compliance with such,
and all related, requirements.


 


SECTION 7.  GENERAL TERMS OF AWARDS


 


7.01  Stand-Alone, Tandem and Substitute Awards.  Awards granted under the Plan may, in the
discretion of the Committee, be granted either alone or in addition to, or in
tandem with, any other Award granted under the Plan or any award granted under
the Management Incentive Compensation Plan, or any other plan, program or
arrangement of the Company or any Subsidiary (subject to the terms of Section 10.01)
or any business entity acquired or to be acquired by the Company or a
Subsidiary, except that an Incentive Stock Option may not be granted in tandem
with other Awards or awards.  Awards
granted in addition to or in tandem with other Awards or awards may be granted
either at the same time as or at a different time from the grant of such other
Awards or awards.


 


7.02  Certain Restrictions Under Rule 16b-3.  Upon the effectiveness of any amendment to Rule 16b-3,
this Plan and any Award Agreement for an outstanding Award held by a
Participant then subject to Section 16 of the Exchange Act shall be deemed
to be amended, without further action on the part of the Committee, the Board
or the Participant, to the extent necessary for Awards under the Plan or such
Award Agreement to qualify for the exemption provided by Rule 16b-3, as so
amended, except to the extent any such amendment requires shareholder approval.


 


7.03  Decisions Required to be Made by the Committee.  Other provisions of the Plan and any Award
Agreement notwithstanding, if any decision regarding an Award or the exercise
of any right by a Participant, at any time such Participant is subject to Section 16
of the Exchange Act, is required to be made or approved by the Committee in
order that a transaction by such Participant will be exempt under Rule 16b-3,
then the Committee shall retain full and 


 


11

















 


exclusive power and
authority to make such decision or to approve or disapprove any such decision
by the Participant.


 


7.04  Term of Awards.  The
term of each Award shall be for such period as may be determined by the
Committee; provided, however, that in no event shall the term of any Incentive
Stock Option exceed a period of ten years from the date of its grant.


 


7.05  Form of Payment of Awards.  Subject to the terms of the Plan and any
applicable Award Agreement, payments or substitutions to be made by the Company
upon the grant, exercise or other payment or distribution of an Award may be
made in such forms as the Committee shall determine at the time of grant or
thereafter (subject to the terms of Section 10.01), including, without
limitation, cash, Shares, or other property or any combination thereof, in each
case in accordance with rules and procedures established, or as otherwise
determined, by the Committee.


 


7.06  Limits on Transfer of Awards; Beneficiaries.  No right or interest of a Participant in any
Award shall be pledged, encumbered or hypothecated to or in favor of any Person
other than the Company, or shall be subject to any lien, obligation or
liability of such Participant to any Person other than the Company or a
Subsidiary.  Except to the extent
otherwise determined by the Committee, no Award and no rights or interests
therein shall be assignable or transferable by a Participant otherwise than by
will or the laws of descent and distribution, and any Option or other right to
purchase or acquire Shares granted to a Participant under the Plan shall be
exercisable during the Participant’s lifetime only by such Participant.  A beneficiary, guardian, legal representative
or other Person claiming any rights under the Plan from or through any Participant
shall be subject to all the terms and conditions of the Plan and any Award
Agreement applicable to such Participant as well as any additional restrictions
or limitations deemed necessary or appropriate by the Committee.


 


7.07  Registration and Listing Compliance.  No Award shall be paid and no Shares or other
securities shall be distributed with respect to any Award in a transaction
subject to the registration requirements of the Securities Act of 1933, as
amended, or any state securities law or subject to a listing requirement under
any listing agreement between the Company and any national securities exchange,
and no Award shall confer upon any Participant rights to such payment or
distribution until such laws and contractual obligations of the Company have
been complied with in all material respects. 
Except to the extent required by the terms of an Award Agreement or
another contract between the Company and the Participant, neither the grant of
any Award nor anything else contained herein shall obligate the Company to take
any action to comply with any requirements of any such securities laws or
contractual obligations relating to the registration (or exemption therefrom)
or listing of any Shares or other securities, whether or not necessary in order
to permit any such payment or distribution.


 


7.08  Stock Certificates. 
All certificates for Shares delivered under the terms of the Plan shall
be subject to such stop-transfer orders and other restrictions as the Committee
may deem advisable under federal or state securities laws, rules and
regulations thereunder, and the rules of any national securities exchange
or automated quotation system on which Shares are listed or quoted.  The Committee may cause a legend or legends
to be placed on any such certificates to make appropriate reference to such
restrictions or any other restrictions or limitations that may be applicable to
Shares.  In addition, during any period
in which Awards or Shares are subject to 


 


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restrictions or
limitations under the terms of the Plan or any Award Agreement, the Committee
may require any Participant to enter into an agreement providing that
certificates representing Shares issuable or issued pursuant to an Award shall
remain in the physical custody of the Company or such other Person as the
Committee may designate.


 


SECTION 8.  ADJUSTMENT PROVISIONS


 


8.01  If a
dividend or other distribution shall be declared upon the Common Stock payable
in shares of Common Stock, the number of shares of Common Stock then subject to
any outstanding Options, Performance Awards or Other Stock-Based Awards, the
number of shares of Common Stock which may be issued under the Plan but are not
then subject to outstanding Options, Performance Awards or Other Stock-Based
Awards and the maximum number of shares as to which Options or Performance
Awards may be granted and as to which shares may be awarded under
Sections 6.02(vi) and 6.04(v), shall be adjusted by adding thereto
the number of shares of Common Stock which would have been distributable
thereon if such shares had been outstanding on the date fixed for determining
the shareholders entitled to receive such stock dividend or distribution.  Shares of Common Stock so distributed with
respect to any Restricted Stock held in escrow shall also be held by the
Company in escrow and shall be subject to the same restrictions as are
applicable to the Restricted Stock on which they were distributed.


 


If the outstanding shares of Common Stock shall be
changed into or exchangeable for a different number or kind of shares of stock
or other securities of the Company or another corporation, or cash or other
property, whether through reorganization, reclassification, recapitalization,
stock split-up, combination of shares, merger or consolidation, then there
shall be substituted for each share of Common Stock subject to any then
outstanding Option, Performance Award or Other Stock-Based Award, and for each
share of Common Stock which may be issued under the Plan but which is not then
subject to any outstanding Option, Performance Award or Other Stock-Based
Award, the number and kind of shares of stock or other securities (and in the
case of outstanding Options, Performance Awards or Other Stock-Based Awards,
the cash or other property) into which each outstanding share of the Common
Stock shall be so changed or for which each such share shall be
exchangeable.  Unless otherwise
determined by the Committee in its discretion, any such stock or securities, as
well as any cash or other property, into or for which any Restricted Stock held
in escrow shall be changed or exchangeable in any such transaction shall also
be held by the Company in escrow and shall be subject to the same restrictions
as are applicable to the Restricted Stock in respect of which such stock,
securities, cash or other property was issued or distributed.


 


In case of any
adjustment or substitution as provided for in this Section 8.01, the
aggregate option price for all Shares subject to each then outstanding Option,
Performance Award or Other Stock-Based Award, prior to such adjustment or
substitution shall be the aggregate option price for all shares of stock or
other securities (including any fraction), cash or other property to which such
Shares shall have been adjusted or which shall have been substituted for such
Shares.  Any new option price per share
or other unit shall be carried to at least three decimal places with the last
decimal place rounded upwards to the nearest whole number.


 


If the outstanding
shares of the Common Stock shall be changed in value by reason of any spin-off,
split-off or split-up, or dividend in partial liquidation, dividend in property
other 


 


13

















 


than cash, or
extraordinary distribution to shareholders of the Common Stock, (a) the
Committee shall make any adjustments to any then outstanding Option,
Performance Award or Other Stock-Based Award, which it determines are equitably
required to prevent dilution or enlargement of the rights of optionees and
awardees which would otherwise result from any such transaction, and (b) unless
otherwise determined by the Committee in its discretion, any stock, securities,
cash or other property distributed with respect to any Restricted Stock held in
escrow or for which any Restricted Stock held in escrow shall be exchanged in
any such transaction shall also be held by the Company in escrow and shall be
subject to the same restrictions as are applicable to the Restricted Stock in
respect of which such stock, securities, cash or other property was distributed
or exchanged.


 


No adjustment or
substitution provided for in this Section 8.01 shall require the Company
to issue or sell a fraction of a Share or other security.  Accordingly, all fractional Shares or other
securities which result from any such adjustment or substitution shall be
eliminated and not carried forward to any subsequent adjustment or
substitution.  Owners of Restricted Stock
held in escrow shall be treated in the same manner as owners of Common Stock
not held in escrow with respect to fractional Shares created by an adjustment
or substitution of Shares, except that, unless otherwise determined by the
Committee in its discretion, any cash or other property paid in lieu of a fractional
Share shall be subject to restrictions similar to those applicable to the
Restricted Stock exchanged therefor.


 


If any such
adjustment or substitution provided for in this Section 7 requires the
approval of shareholders in order to enable the Company to grant Incentive
Stock Options, then no such adjustment or substitution shall be made without
the required shareholder approval. Notwithstanding the foregoing, in the case
of Incentive Stock Options, if the effect of any such adjustment or substitution
would be to cause the Option to fail to continue to qualify as an Incentive
Stock Option or to cause a modification, extension or renewal of such Option
within the meaning of Section 424 of the Code, the Committee may elect
that such adjustment or substitution not be made but rather shall use
reasonable efforts to effect such other adjustment of each then outstanding
Option as the Committee, in its discretion, shall deem equitable and which will
not result in any disqualification, modification, extension or renewal (within
the meaning of Section 424 of the Code) of such Incentive Stock
Option.  All adjustments shall be made in
a manner compliant with Section 409A of the Code.


 


SECTION 9.  CHANGE OF CONTROL PROVISIONS


 


9.01  Acceleration of Exercisability and Lapse of Restrictions.  Unless otherwise determined by the Committee
at the time of grant of an Award or unless otherwise provided in the applicable
Award Agreement, if the shareholders of the Company shall approve a transaction
which upon consummation would constitute a Change of Control of the Company, or
if any Change of Control of the Company not subject to shareholder approval
shall occur:


 


(i)  all
outstanding Awards pursuant to which the Participant may have rights, the
exercise of which is restricted or limited, shall become fully exercisable;


 


(ii)  all
restrictions or limitations (including risks of forfeiture) on outstanding
Awards subject to restrictions or limitations under the Plan shall lapse; and


 


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(iii)  all
performance criteria and other conditions to payment of Awards under which
payments of cash, Shares or other property are subject to conditions shall be
deemed to be achieved or fulfilled and shall be waived by the Company; provided further, that such Awards identified
in this subsection (iii) shall remain payable on the date(s) provided
in the underlying Award Agreements.


 


9.02  Termination of Employment Following Change of Control.  If within three years following the date of
any Change of Control the employment of a Participant shall be terminated
voluntarily or involuntarily for any reason other than for Cause, then unless
otherwise provided in the applicable Award Agreement, and in addition to any
other rights of post-termination exercise which the Participant (or other
holder of the Award) may have under the Plan or the applicable Award Agreement,
any Option or other Award granted to the Participant and outstanding on the
date of the Change of Control, the payment or receipt of which is dependent
upon exercise by the Participant (or other holder of the Award) shall be
exercisable for a period of 90 days following the date of such termination of
employment but not later than the expiration date of the Award.


 


9.03  Definition of Change of Control.  For purposes of this Section 9, a “Change
of Control” of the Company shall mean any of the following events:


 


(a)  The sale
or other disposition by the Company of all or substantially all of its assets
to a single purchaser or to a group of purchasers, other than to a corporation
with respect to which, following such sale or disposition, more than eighty
percent (80%) 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 the Board is then owned beneficially,
directly or indirectly, by all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the outstanding
Common Stock and the combined voting power of the then outstanding voting
securities immediately prior to such sale or disposition in substantially the
same proportion as their ownership of the outstanding Common Stock and voting
power immediately prior to such sale or disposition;


 


(b)  The
acquisition in one or more transactions by any person or group, directly or
indirectly, of beneficial ownership of twenty percent (20%) or more of the
outstanding shares of Common Stock or the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of the Board; provided, however, the following shall not constitute a
Change of Control:  (i) any
acquisition by the Company or any of its subsidiaries, or any employee benefit
plan (or related trust) sponsored or maintained by the Company or any of its
subsidiaries and (ii) an acquisition by any person or group
of persons of not more than forty percent (40%) of the outstanding shares of
Company common stock or the combined voting power of the then outstanding
voting securities of the Company if such acquisition resulted from the issuance
of capital stock by the Company and the issuance and the acquiring person or
group was approved in advance of such issuance by at least two-thirds of the
Continuing Directors then in office;


 


(c)  The
Company’s termination of its business and liquidation of its assets;


 


15

















 


(d)  There is
consummated a merger, consolidation, reorganization, share exchange, or similar
transaction involving the Company (including a triangular merger), in any case,
unless immediately following such transaction: 
(i) all or substantially all of the persons who were the beneficial
owners of the outstanding Common Stock and outstanding voting securities of the
Company immediately prior to the transaction beneficially own, directly or
indirectly, more than sixty percent (60%) of the 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 of the corporation
resulting from such transaction (including a corporation or other person which
as a result of such transaction owns the Company or all or substantially all of
the Company’s assets through one or more subsidiaries (a “Parent Company”)) in
substantially the same proportion as their ownership of the Common Stock and
other voting securities of the Company immediately prior to the consummation of
the transaction, (ii) no person (other than (A) the Company, any
employee benefit plan sponsored or maintained by the Company or, if reference
was made to equity ownership of any Parent Company for purposes of determining
whether clause (i) above is satisfied in connection with the transaction,
such Parent Company, or (B) any person or group that satisfied the
requirements of subsection (b)(ii), above) beneficially owns, directly or
indirectly, 20% or more of the outstanding shares of Common Stock or the
combined voting power of the voting securities entitled to vote generally in
the election of directors of the corporation resulting from such transaction
and (iii) individuals who were members of the Board immediately prior to
the consummation of the transaction constitute at least a majority of the
members of the board of directors resulting from such transaction (or, if
reference was made to equity ownership of any Parent Company for purposes of
determining whether clause (i) above is satisfied in connection with the
transaction, such Parent Company); or


 


(e)  The
following individuals (sometimes referred to herein as “Continuing Directors”)
cease for any reason to constitute a majority of the number of directors then
serving:  individuals who, on the date
hereof, constitute the entire Board and any new director (other than a director
whose initial assumption of office is in connection with an actual or
threatened election contest, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose
appointment or election by the Board or nomination for election by the Company’s
shareholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors on the effective date
of the Plan or whose appointment, election or nomination for election was
previously so approved.


 


SECTION 10.  AMENDMENTS TO AND TERMINATION OF THE PLAN


 


10.01  The Board
may amend, alter, suspend, discontinue or terminate the Plan without the
consent of shareholders or Participants, except that, without the approval of
the shareholders of the Company, no amendment, alteration, suspension,
discontinuation or termination shall be made if shareholder approval is
required by any federal or state law or regulation or by the rules of any
stock exchange on which the Shares may then be listed, or if the amendment,
alteration or other change materially increases the benefits accruing to
Participants, increases the number of Shares available under the Plan or
modifies the requirements for participation under the Plan, or if the Board in
its discretion determines that obtaining such shareholder approval is for any
reason advisable; provided, however, that except as provided in Section 7.02,
without the 


 


16

















 


consent of the
Participant, no amendment, alteration, suspension, discontinuation or
termination of the Plan may materially and adversely affect the rights of such
Participant under any Award theretofore granted to him.  The Committee may, consistent with the terms
of the Plan, waive any conditions or rights under, amend any terms of, or
amend, alter, suspend, discontinue or terminate, any Award theretofore granted,
prospectively or retrospectively; provided, however, that except as provided in
Section 7.02, without the consent of a Participant, no amendment,
alteration, suspension, discontinuation or termination of any Award may
materially and adversely affect the rights of such Participant under any Award
theretofore granted to him; and provided further that, except as provided in Section 8.01
of the Plan, the exercise price of any outstanding Option may not be reduced,
whether through amendment, cancellation or replacement, unless such reduction
is approved by the shareholders of the Company.


 


SECTION 11.  GENERAL PROVISIONS


 


11.01  No Right to Awards; No Shareholder Rights.  No Participant or employee shall have any
claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of Participants and employees, except as provided in
any other compensation arrangement.  No
Award shall confer on any Participant any of the rights of a shareholder of the
Company unless and until Shares are in fact issued to such Participant in
connection with such Award.


 


11.02  Withholding.  To the
extent required by applicable Federal, state, local or foreign law, the
Participant or his successor shall make arrangements satisfactory to the
Company, in its discretion, for the satisfaction of any withholding tax
obligations that arise in connection with an Award.  The Company shall not be required to issue
any Shares or make any cash or other payment under the Plan until such
obligations are satisfied.


 


The Company is authorized to withhold from any Award
granted or any payment due under the Plan, including from a distribution of
Shares, amounts of withholding taxes due with respect to an Award, its exercise
or any payment thereunder, and to take such other action as the Committee may
deem necessary or advisable to enable the Company and Participants to satisfy
obligations for the payment of such taxes. 
This authority shall include authority to withhold or receive Shares,
Awards or other property and to make cash payments in respect thereof in
satisfaction of such tax obligations.


 


11.03  No Right to Employment. 
Nothing contained in the Plan or any Award Agreement shall confer, and
no grant of an Award shall be construed as conferring, upon any Participant any
right to continue in the employ of the Company or to interfere in any way with
the right of the Company to terminate his employment at any time or increase or
decrease his compensation from the rate in existence at the time of granting of
an Award, except as provided in any Award Agreement or other compensation
arrangement.


 


11.04  Unfunded Status of Awards; Creation of Trusts.  The Plan is intended to constitute an “unfunded”
plan for incentive compensation.  With
respect to any payments not yet made to a Participant pursuant to an Award,
nothing contained in the Plan or any Award Agreement shall give any such
Participant any rights that are greater than those of a general unsecured
creditor of the Company; provided, however, that the Committee may authorize
the creation of trusts or make other arrangements to meet the Company’s
obligations under the Plan 


 


17

















 


to deliver cash, Shares
or other property pursuant to any Award, which trusts or other arrangements
shall be consistent with the “unfunded” status of the Plan unless the Committee
otherwise determines.


 


11.05  No Limit on Other Compensatory Arrangements.  Nothing contained in the Plan shall prevent
the Company from adopting other or additional compensation arrangements (which
may include, without limitation, employment agreements with executives and
arrangements which relate to Awards under the Plan), and such arrangements may
be either generally applicable or applicable only in specific cases.  Notwithstanding anything in the Plan to the
contrary, the terms of each Award shall be construed so as to be consistent
with such other arrangements in effect at the time of the Award.


 


11.06  No Fractional Shares. 
No fractional Shares shall be issued or delivered pursuant to the Plan
or any Award.  The Committee shall
determine whether cash, other Awards or other property shall be issued or paid
in lieu of fractional Shares or whether such fractional Shares or any rights
thereto shall be forfeited or otherwise eliminated.


 


11.07  Governing Law.  The
validity, interpretation, construction and effect of the Plan and any rules and
regulations relating to the Plan shall be governed by the laws of the
Commonwealth of Pennsylvania (without regard to the conflicts of laws thereof),
and applicable Federal law.


 


11.08  Severability.  If any
provision of the Plan or any Award is or becomes or is deemed invalid, illegal
or unenforceable in any jurisdiction, or would disqualify the Plan or any Award
under any law deemed applicable by the Committee, such provision shall be
construed or deemed amended to conform to applicable laws or if it cannot be
construed or deemed amended without, in the determination of the Committee,
materially altering the intent of the Plan or Award, it shall be deleted and
the remainder of the Plan or Award shall remain in full force and effect;
provided, however, that, unless otherwise determined by the Committee, the
provision shall not be construed or deemed amended or deleted with respect to
any Participant whose rights and obligations under the Plan are not subject to
the law of such jurisdiction or the law deemed applicable by the Committee.


 


SECTION 12.  EFFECTIVE DATE AND TERM OF THE PLAN


 


12.01  The effective
date and date of adoption of the Plan was February 25, 2004, the date of
adoption of the Plan by the Board, and the Plan was approved by a majority of
the votes cast at a duly held meeting of shareholders held on April 14,
2004, at which a quorum representing a majority of the outstanding voting stock
of the Company was, either in person or by proxy, present and voting.  As amended, the effective date and date of
adoption of the Plan is December 3, 2008. 
Absent
additional shareholder approval, (1) no Performance Award may be granted
under the Plan subsequent to the Company’s Annual Meeting of Shareholders in 2009,
and (2) no other Award may be granted under the Plan subsequent to March 16,
2009, except that Reload Options may be granted pursuant to Reload Option
Rights then outstanding.


 


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