ex10142.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    AMR
CORPORATION

     

    1998
LONG TERM INCENTIVE PLAN

     

    AS
AMENDED

     

    SECTION
1.                                Purpose,
Definitions.

     

    The
purpose of the AMR Corporation 1998 Long Term Incentive Plan, as amended hereby
(the “Plan”) is to enable AMR Corporation (the “Company”) to attract, retain and
reward key employees of the Company and its Subsidiaries and Affiliates, and
strengthen the mutuality of interests between such key employees and the
Company's shareholders, by offering such key employees performance-based stock
incentives and/or other equity interests or equity-based incentives in the
Company, as well as performance-based incentives payable in
cash.  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)           “Book
Value” means, as of any given date, on a per share basis (i) the Stockholders'
Equity in the Company as of the end of the immediately preceding fiscal year as
reflected in the Company's audited consolidated balance sheet, subject to such
adjustments as the Committee shall specify, divided by (ii) the number of then
outstanding shares of Stock as of such year-end date (as adjusted by the
Committee for subsequent events).

     

    (d)           “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.

     

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

     

    (f)           “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.

     

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

     

    (h)           “Deferred
Stock” means the right to receive Stock at the end of a specified deferral
period pursuant to Section 8.

     

    (i)           “Disability”,
for awards not subject to section 409A of the Code, means disability as
determined under procedures established by the Committee for purposes of this
Plan.  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.

     

    (j)           “Early
Retirement” means retirement, with the express consent for purposes of this Plan
of the Company at or before the time of such retirement, from active employment
with the Company and any Subsidiary or Affiliate.

     

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

     

    (1)           “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;
provided, that, for Stock Options, Stock Appreciation Rights, Deferred Stock,
Restricted Stock, Performance Related Awards and Other Stock Based Awards
granted or exercised on or after November 16, 2006, fair market value means,
unless otherwise determined by the Committee in good faith, the last sale price
of the Stock on the New York Stock Exchange at the time of such grant or
exercise, as applicable or, if no such sale of Stock occurs on the New York
Stock Exchange on such date or the prior business day, the fair market value of
the Stock as determined by the Committee in good faith.

     

    (m)           “Incentive
Stock Option” means any Stock Option intended to be and designated as an
“Incentive Stock Option” within the meaning of section 422 of the
Code.

     

    (n)           “Non-Qualified
Stock Option” means any Stock Option that is not an Incentive Stock
Option.

     

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

     

    (p)           “Other
Stock Based Award” means an award under Section 9 below that is valued in whole
or in part by reference to, or is otherwise based on, Stock.

     

    (q)           “Performance
Related Awards” means an award made pursuant to Section 9 of Restricted Stock or
Deferred Stock or Other Stock Based Awards upon the determination by the
Committee that performance objectives established by the Committee have been
attained, in whole or in part.

     

    (r)           “Plan”
means this AMR Corporation 1998 Long Term Incentive Plan as amended, and as it
may be amended hereafter from time to time.

     

    (s)           “Restricted
Stock” means shares of Stock that are subject to restrictions under Section 7
below.

     

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

     

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

     

    (v)           “Stock
Appreciation Right” means the right pursuant to an award granted under Section 6
below which entitles the grantee to receive, upon the exercise thereof in whole
or in part, an amount in shares of Stock equal in value to the excess of the
Fair Market Value (at the time of exercise) of one share of Stock over the base
price per share specified with respect to the Stock Appreciation Right,
multiplied by the number of shares in respect of which the Stock Appreciation
Right shall have been exercised. The number of shares to be issued shall be
calculated on the basis of the Fair Market Value of the shares at the time of
exercise, with any fractional share being payable in cash based on the Fair
Market Value at the time of exercise. Notwithstanding the foregoing, the
Committee may elect, at any time and from time to time, in lieu of issuing all
or any portion of the shares of Stock otherwise issuable upon any exercise of
any such Stock Appreciation Right, to pay the grantee an amount in cash or other
marketable property with a value equivalent to the aggregate Fair Market Value
at the time of exercise of the number of shares of Stock that the Committee is
electing to settle in cash or other marketable property.

     

    (w)           “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.

     

    (x)           “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.

     

    In
addition, the terms “LTIP Awards,” “Performance Award”, “Performance Criteria”,
“Change in Control” “Potential Change in Control and “Change in Control Price”
shall have the meanings set forth, respectively, in Sections 2, 10(a), and
Section 11 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 “Outside Directors” within the
meaning of section 162(m) of the Code and “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
and Incentive Stock Options; (ii) Stock Appreciation Rights; (iii) Restricted
Stock; (iv) Deferred Stock; (v) Other Stock Based Awards; and/or (vi)
Performance Related Awards (collectively, the “LTIP Awards”).

     

    In
particular the Committee shall have the authority:

     

    (a)           to
select the officers and other key employees of the Company and its Subsidiaries
and Affiliates to whom LTIP Awards may from time to time be granted
hereunder;

     

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

     

    (c)           subject
to the provisions of Sections 3, 5 and 10, 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, Stock Appreciation Rights and/or Restricted Stock under
Section 5(k) or 5(1), 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 may 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, Other
Stock Based Awards, 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, Other Stock Based Awards, or not at all;
and

     

    (k)           to
determine the terms and conditions pursuant to which an LTIP 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.

     

    The
Committee may appoint in writing such person or persons as it may deem necessary
or desirable to carry out any of the duties and responsibilities of the
Committee hereunder and may delegate to such person or persons in writing such
duties, and confer upon such person or persons in writing, such powers,
discretionary or otherwise, as the Committee may deem appropriate. The Committee
may authorize from time to time the Chief Executive Officer and/or another
officer or officers of the Company or its Subsidiaries or Affiliates or a
subcommittee of members of the Committee to grant awards under this Plan to
officers and other key employees of the Company or its Subsidiaries or
Affiliates authorized or approved by the Committee (including grants of
individual awards to officers and other key employees authorized or approved by
the Committee in a pool of awards for a group of officers and/or other key
employees), subject to any conditions or limitations as the Committee may
establish; provided
that all awards to executive officers of the Company shall be approved by
the Committee, or a subcommittee thereof.

     

    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
Section 12 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 5,000,000 shares, plus any shares remaining available for issuance
under the 1988 Long Term Incentive Plan, as amended, as of the Effective Date
hereof.  Such shares may consist, in whole or in part, of authorized
and unissued shares or treasury shares.

     

    Subject
to Section 6(b)(iv) below, 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, Other Stock Based Award or
Performance Related Award granted hereunder or granted under the 1988 Long Term
Incentive Plan, as amended, 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.
Such adjusted option price shall also be used to determine the amount payable by
the Company upon the exercise of any Stock Appreciation Right associated with
any Stock Option.

     

    SECTION
4.                                Eligibility.

     

    Officers
and other key employees of the Company and its Subsidiaries and Affiliates (but
excluding members of the Committee and any person who serves only as a director)
who are responsible for, or contribute to, the management, growth and/or
profitability of the business of the Company and/or its Subsidiaries and
Affiliates are eligible for awards under the Plan.

     

    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 may be of two types: (i) Incentive Stock Options;
and (ii) Non-Qualified Stock Options.

     

    The
Committee shall have the authority to grant to any optionee Incentive Stock
Options, Non-Qualified Stock Options, or both types of Stock Options (in each
case with or without Stock Appreciation Rights); provided that, in no event
shall the number of shares of Stock subject to any Stock Options granted to any
employee during any calendar year exceed 250,000 shares, as such number may be
adjusted pursuant to Section 3.

     

    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 at the time 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; provided, however, that
except as determined by the Committee, no Stock Option shall be exercisable
prior to the first anniversary date of the granting of the Option. 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. Without
limiting the generality of the foregoing, payment of the option price may be
made: (i) in cash or its equivalent; (ii) by exchanging shares of Stock owned by
the optionee (which are not the subject of any pledge or other security
interest), including in the case of a Non-Qualified Stock Option, Restricted
Stock or Deferred Stock subject to an award hereunder (or an award under the
terms of the 1988 Long Term Incentive Plan, as amended); (iii) through an
arrangement with a broker approved by the Company whereby payment of the
exercise price is accomplished with the proceeds of the sale of Stock; or (iv)
by any combination of the foregoing, provided that the combined value of all
cash and cash equivalents paid and the Fair Market Value of any such Stock so
tendered to the Company, valued as of the time of such tender, is at least equal
to such option price.

     

    If
payment of the option exercise price of a Non-Qualified Stock Option is made in
whole or in part in the form of Restricted Stock, such Restricted Stock (and any
replacement shares relating thereto) shall remain (or be) restricted or
deferred, as the case may be, in accordance with the original terms of the
Restricted Stock award in question, and any additional Stock received upon the
exercise shall be subject to the same forfeiture restrictions or deferral
limitations, unless otherwise determined by the Committee, in its sole
discretion.

     

    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 Options exercisable 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
14(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)           Termination by Death. Subject
to Section 5(j), if an optionee's employment by the Company and any Subsidiary
or Affiliate terminates by reason of death, any Stock Option held by such
optionee may thereafter be exercised in accordance with the terms and conditions
established by the Committee.

     

    (g)           Termination by Reason of
Disability. Subject to Section 5(j), if an optionee's employment by the
Company and any Subsidiary or Affiliate terminates by reason of Disability, any
Stock Option held by such optionee may thereafter be exercised by the optionee
in accordance with the terms and conditions established by the Committee. In the
event of termination of employment by reason of Disability, if an Incentive
Stock Option is exercised after the expiration of the exercise periods that
apply for purposes of section 422 of the Code, such Stock Option will thereafter
be treated as a Non-Qualified Stock Option.

     

    (h)           Termination by Reason of
Retirement. Subject to Section 5(j), if an optionee's employment by the
Company and any Subsidiary or Affiliate terminates by reason of Normal or Early
Retirement, any Stock Option held by such optionee may thereafter be exercised
by the optionee in accordance with the terms and conditions established by the
Committee. In the event of termination of employment by reason of Retirement, if
an Incentive Stock Option is exercised after the expiration of the exercise
periods that apply for purposes of section 422 of the Code, such Stock Option
will thereafter be treated as a Non-Qualified Stock Option.

     

    (i)           Other Termination. Unless
otherwise determined by the Committee, if an optionee's employment by the
Company or any Subsidiary or Affiliate terminates for any reason other than
death, Disability or Normal or Early Retirement, the Stock Option shall
thereupon terminate.

     

    (j)           Incentive Stock Options.
Anything in the Plan to the contrary notwithstanding, no term of this Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be so exercised, so
as to disqualify the Plan under section 422 of the Code, or, without the consent
of the optionee(s) affected, to disqualify any Incentive Stock Option under such
section 422.

     

    (k)           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 to would subject the
Option to the requirements of section 409A of the Code or result in a violation
of section 409A of the Code.

     

    (1)           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 (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 at
the time 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.                                Stock Appreciation
Rights.

     

    (a)           Grant and
Exercise.  Stock Appreciation Rights may be granted alone, in
addition to, or in tandem with, other awards granted under the Plan. Any Stock
Appreciation Right granted under the Plan shall be in such form as the Committee
may from time to time approve. Stock Appreciation Rights may be granted in
conjunction with all or part of any Stock Option granted under the Plan. In the
case of a Non-Qualified Stock Option, such rights may be granted either at or
after the time of the grant of such Stock Option. In the case of an Incentive
Stock Option, such rights may be granted only at the time of grant of such Stock
Option.

     

    A Stock
Appreciation Right or applicable portion thereof granted with respect to a given
Stock Option shall terminate and no longer be exercisable upon the termination
or exercise of the related Stock Option, subject to such provisions as the
Committee may specify at grant where a Stock Appreciation Right is granted with
respect to less than the full number of shares covered by a related Stock
Option.

     

    A Stock
Appreciation Right may be exercised by a grantee, subject to Section 6(b), in
accordance with the procedures established by the Committee from time to time
for such purposes. Upon such exercise, the grantee shall be entitled to receive
an amount determined in the manner prescribed in Section 6(b). Stock Options
relating to exercised Stock Appreciation Rights, and Stock Appreciation Rights
related to any exercised Stock Option, shall no longer be exercisable to the
extent that the related Stock Appreciation Rights or Stock Option, as the case
may be, have been exercised.

     

    (b)           Terms and Conditions. Stock
Appreciation Rights shall be subject to such terms and conditions, not
inconsistent with the provisions of the Plan, as shall be determined from time
to time by the Committee, including the following:

     

    (i)           Stock
Appreciation Rights shall be exercisable at such time and subject to such
conditions as the Committee shall specify, except that any Stock Appreciation
Right granted in tandem with a Stock Option (or portion thereof) shall be
exercisable only at such time or times and to the extent that the Stock Options
to which they relate shall be exercisable in accordance with the provisions of
Section 5 and this Section 6 of the Plan.

     

    (ii)           Upon
the exercise of a Stock Appreciation Right, a grantee shall be entitled to
receive an amount in shares of Stock (or, solely to the extent determined by the
Committee, cash) equal in value to the excess of the Fair Market Value (at the
time of exercise) of one share of Stock over the base price per share specified
with respect to the Stock Appreciation Right, multiplied by the number of shares
in respect of which the Stock Appreciation Right shall have been exercised. When
payment is to be made in shares, the number of shares to be paid shall be
calculated on the basis of the Fair Market Value of the shares at the time of
exercise.  Notwithstanding anything in this Section 6(b)(ii) to the
contrary, the base price in respect of any Stock Appreciation Right shall not be
less than the Fair Market Value of the Stock at the time the Stock Appreciation
Right is granted, or in the case of a Stock Appreciation Right granted in tandem
with a Stock Option, the Fair Market Value at the time the related Stock Option
was granted.

     

    (iii)           Stock
Appreciation Rights shall be transferable only to the extent that Stock Options
may be transferable under Section 5(e) of the Plan.

     

    (iv)           Upon
the exercise of a Stock Appreciation Right, regardless of whether granted on a
stand-alone basis or in tandem with any Stock Option, only the number of shares
of Stock actually issued in connection with the exercise of such Stock
Appreciation Right (and not the corresponding number of shares of Stock related
to the Stock Appreciation Right (or portion thereof) being exercised) shall be
treated as issued under the Plan and, for the purpose of the limitation set
forth in Section 3 of the Plan on the number of shares of Stock issuable under
the Plan, the remaining number of shares of Stock related to such exercised
Stock Appreciation Right (or portion thereof), including the corresponding
number of shares related to any tandem Stock Option cancelled upon such
exercise, shall again be available for issuance under the Plan.

     

    SECTION
7.                                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 (subject to Section 7(b)), 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)           Awards and Certificates. The
prospective recipient of a Restricted Stock award shall not have any rights with
respect to such award, unless and until the Company and such recipient have
executed an agreement evidencing the award and the recipient has delivered a
fully executed copy thereof to the Company, and has otherwise complied with the
applicable terms and conditions of such award.

     

    (i)           The
purchase price for shares of Restricted Stock shall be equal to or less than
their par value and may be zero.

     

    (ii)           Awards
of Restricted Stock must be accepted within a reasonable period (or such
specific period as the Committee may specify at grant) after the award date, by
executing a Restricted Stock award agreement and paying whatever price (if any)
is required under Section 7(b)(i).

     

    (iii)           Each
participant receiving a Restricted Stock award shall be issued a stock
certificate in respect of such shares of Restricted Stock. Such certificate
shall be registered in the name of such participant, and shall bear an
appropriate legend referring to the terms, conditions, and restrictions
applicable to such award.

     

    (iv)           The
Committee shall require that the stock certificates evidencing such shares be
held in custody by the Company until the restrictions thereon shall have lapsed,
and that, as a condition of any Restricted Stock award, the participant shall
have delivered a stock power, endorsed in blank, relating to the Stock covered
by such award.

     

    (c)           Terms and Conditions. The
shares of Restricted Stock awarded pursuant to this Section 7 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 and
subject to Sections 7(c)(iv) and/or 7(c)(v), 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,
Performance Criteria 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).

     

    (iv)           An
award of Restricted Stock, where the Restriction Period is based on Performance
Criteria, shall have a Restriction Period of at least one (1) year.

     

    (v)           An
award of Restricted Stock, where the Restriction Period is based on service,
shall have a Restriction Period of at least three (3) years.

     

    (vi)           In
determining the Restriction Period for any award of Restricted Stock granted in
replacement of a non-Plan award of Stock or non-Plan award valued by reference
to the Stock, the Restriction Period shall be deemed to have commenced on the
date such non-Plan award was originally granted.

     

    (d)           Minimum Value Provisions. In
order to better ensure that award payments actually reflect the performance of
the Company and service of the participant, the Committee may provide, in its
sole discretion, for a tandem performance-based or other award designed to
guarantee a minimum value, payable in cash or Stock to the recipient of a
Restricted Stock award, subject to such Performance Criteria, future service,
deferral and other terms and conditions as may be specified by the
Committee.  Any deferral terms shall comply with section 409A of the
Code.

     

    SECTION
8.                                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 8(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
specified Performance Criteria or such other 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 8 shall be subject to
the following terms and conditions:

     

    (i)           Subject
to the provisions of this Plan and the award agreement referred to in Section
8(b)(iv) below, 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
8(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)           Subject
to Sections 8(b)(vi) and/or 8(b)(vii), 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, Performance Criteria 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)           Each
award shall be confirmed by, and subject to the terms of, a Deferred Stock
agreement executed by the Company and the participant.

     

    (v)           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.

     

    (vi)           An
award of Deferred Stock, where the Deferral Period is based on Performance
Criteria, shall have a Deferral Period of at least one (1) year.

     

    (vii)           An
award of Deferred Stock, where the Deferral Period is based on service, shall
have a Deferral Period of at least three (3) years.

     

    (viii)                      In
determining the Deferral Period for any award of Deferred Stock granted in
replacement of a non-Plan award of Stock or non-Plan award valued by reference
to the Stock, the Deferral Period shall be deemed to have commenced on the date
such non-Plan award was originally granted.

     

    (c)           Minimum Value Provisions. In
order to better ensure that award payments actually reflect the performance of
the Company and service of the participant, the Committee may provide, in its
sole discretion, for a tandem performance-based or other award designed to
guarantee a minimum value, payable in cash or Stock to the recipient of a
Deferred Stock award, subject to such Performance Criteria, future service,
deferral and other terms and conditions as may be specified by the
Committee.

     

    SECTION
9.                                Other
Stock Based Awards.

     

    (a)           Administration. Other awards
of Stock and other awards that are valued in whole or in part by reference to,
or are otherwise based on, Stock (“Other Stock Based Awards”), including,
without limitation, performance shares, convertible preferred stock, convertible
debentures, exchangeable securities and Stock awards or options valued by
reference to Book Value or subsidiary performance, may be granted either alone
or in addition to, Restricted Stock, Deferred Stock, Stock Purchase Rights or
Performance Related Awards granted under the Plan and/or cash awards made
outside of the Plan.

     

    Subject
to the provisions of the Plan, the Committee shall have authority to determine
the persons to whom and the time or times at which such awards shall be made,
the amount of such awards, and all other conditions of the awards including any
dividend and/or voting rights, but, where applicable, in conformity with section
409A of the Code.  Subject to Sections 9(b)(iv) and 9(b)(v), the
Committee may also provide for the grant of Stock upon the attainment of
specified Performance Criteria or such other factors as the Committee may
determine, in its sole discretion.

     

    The
provisions of Other Stock Based Awards need not be the same with respect to each
recipient.

     

    (b)           Terms and Conditions. Other
Stock Based Awards made pursuant to this Section 9 shall be subject to the
following terms and conditions:

     

    (i)           Subject
to the provisions of this Plan and the award agreement referred to in Section
9(b)(ii) below, awards made under this Section 9 may not be sold, assigned,
transferred, pledged or otherwise encumbered prior to the date on which any
shares are issued or amounts are paid, or, if later, the date on which any
applicable restriction, performance or deferral period lapses. Subject to
Sections 9(b)(iv) and/or 9(b)(v), the Committee, in its sole discretion, may
accelerate the vesting of all or any part of any Other Stock Based Award, and/or
waive any restrictions or deferral limitations in whole or in part, based on
service, Performance Criteria and/or other factors as the Committee may
determine, in its sole discretion but only to the extent permitted under section
409A of the Code with respect to Other Stock Based Awards that are subject to
section 409A of the Code.

     

    (ii)           Each
award under this Section 9 shall be confirmed by, and subject to the terms of,
an agreement or other instrument by the Company and by the
participant.

     

    (iii)           Stock
(including securities convertible into Stock) issued on a bonus basis under this
Section 9 may be issued for no cash consideration. Stock (including securities
convertible into Stock) purchased pursuant to a purchase right awarded under
this Section 9 shall be purchased at price(s) determined by the Committee, in
its sole discretion.

     

    (iv)           Any
Other Stock Based Award that has a Restriction Period or Deferral Period that is
based on Performance Criteria shall have a Restriction Period or Deferral
Period, as the case may be, of at least one (1) year.

     

    (v)           Any
Other Stock Based Award that has a Restriction Period or Deferral Period that is
based on service shall have a Restriction Period or Deferral Period, as the case
may be, of at least three (3) years.

     

    (vi)           In
determining the Restriction Period or Deferral Period for any Other Stock Based
Award granted in replacement of a non-Plan award of Stock or non-Plan award
valued by reference to the Stock, the Restriction Period or Deferral Period, as
applicable, shall be deemed to have commenced on the date such non-Plan award
was originally granted.

     

    SECTION
10. Performance Related Awards.

     

    (a)           Performance Objectives.
Notwithstanding anything else contained in the Plan to the contrary, unless the
Committee otherwise determines at the time of grant, any award of Restricted
Stock or Deferred Stock or Other Stock Based Awards to an officer who is subject
to the reporting requirements of section 16(a) of the Exchange Act other than an
award which will vest solely on the basis of the passage of time, shall become
vested, if at all, upon the determination by the Committee that performance
objectives established by the Committee have been attained, in whole or in part
(a “Performance Award”). Such performance objectives shall be determined over a
measurement period or periods established by the Committee (which period or
periods shall not be less than one (1) year) and related to at least one of the
following criteria, which may be determined solely by reference to the
performance of: (i) the Company; (ii) a Subsidiary; (iii) an Affiliate; (iv) a
division or unit of any of the foregoing or based on comparative performance of
any of the foregoing relative to past performance or to other companies: (A)
return on equity; (B) total shareholder return; (C) revenues; (D) cash flows,
revenues and/or earnings relative to other parameters (e.g., net or gross
assets); (E) operating income; (F) return on investment; (G) changes in the
value of the Stock; and (H) return on assets (the “Performance Criteria”).
Excluding Stock Options and/or Stock Appreciation Rights granted hereunder, the
maximum number of shares of Stock that may be subject to any such Performance
Award granted to any key employee in any calendar year shall not exceed 100,000
shares, as such number may be adjusted pursuant to Section 3.

     

    (b)           Annual Incentive
Compensation. The Committee may, in addition to the Performance Awards
described above, pay cash amounts under the Plan or any other plan or
arrangement approved by the Committee, provided such other plan or arrangement
is in conformity with the provisions of this Section 10(b), to any officer of
the Company or any Subsidiary who is subject to the reporting requirements of
section 16(a) of the Exchange Act upon the achievement, in whole or in part, of
performance goals or objectives established in writing by the Committee with
respect to such performance periods as the Committee shall determine. Any such
goals or objectives shall be based on one or more of the Performance Criteria.
Notwithstanding anything else contained herein to the contrary, the maximum
amount of any such cash payment to any single officer with respect to any
calendar year shall not exceed the lesser of (i) $2,000,000; or (ii) twice the
officer's annual base salary as in effect on the last day of the preceding
fiscal year.

     

    (c)           Interpretation.
Notwithstanding anything else contained in the Plan to the contrary, to the
extent required to so qualify any Performance Award as other performance based
compensation within the meaning of section 162(m)(4)(C) of the Code, the
Committee shall not be entitled to exercise any discretion otherwise authorized
under the Plan (such as the right to accelerate vesting without regard to the
achievement of the relevant performance objectives) with respect to such
Performance Award if the ability to exercise such discretion (as opposed to the
exercise of such discretion) would cause such award to fail to qualify as other
performance based compensation.

     

    SECTION
11.                                Change
in Control Provisions.

     

    (a)           Impact of
Event.  Notwithstanding the provisions of Sections 7(c)(iv),
7(c)(v), 8(b)(vi), 8(b)(vii), 9(b)(iv) and 9(b)(v), in the event
of:

     

    (i)           a
“Change in Control” as defined in Section 11(b) or a “Potential Change in
Control” as defined in Section 11(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,
Deferred Stock, Other Stock Based Awards and Performance Awards, 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 any Performance Criteria shall be deemed
met at target; and

     

    (C)           The
value of all outstanding LTIP 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 11(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, 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 11(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 11(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 11(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
11(b); or

     

    (ii)           The
acquisition of beneficial ownership, directly or indirectly, by any entity,
person or group (other than the Company or 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 11(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, 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.

     

    (d)           Change in Control Price. For
the purposes of this Section 11, “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 except that, in the case of
Incentive Stock Options and Stock Appreciation Rights relating to Incentive
Stock Options, such price shall be based only on transactions reported for the
date on which the optionee exercises such Incentive Stock Options or Stock
Appreciation Rights or, where applicable, the date on which a cashout occurs
under Section 11(a)(i)(C).

     

    SECTION
12.  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 LTIP 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 2 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 may be amended without participant consent to the extent
provided in Section 2 of this Plan.

     

    SECTION
13. 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
14. 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
which 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.

     

    SECTION
15. Effective Date of Plan.

     

    As
amended, the Plan shall be effective as of May 21, 1998, with changes effected
hereunder effective as of January 1, 2005.

     

    SECTION
16. Term of Plan.

     

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

     

    SECTION
17. Applicability to Grants under 1988 Plan.

     

    The
provisions of the Plan relating to stock options, stock appreciation rights,
restricted stock awards, deferred stock awards, other stock-based awards or
performance related awards shall apply to, and govern existing and subsequent
stock options, stock appreciation rights, restricted stock awards, deferred
stock awards, other stock-based awards or performance related awards granted
under the 1988 Long Term Incentive Plan, as amended.