ecol_10k-ex1082.htm


    Exhibit
10.82

    


    AMERICAN ECOLOGY
CORPORATION

    


    2005
NON-EMPLOYEE DIRECTOR COMPENSATION PLAN

    


    AMENDED
AND RESTATED APRIL 4, 2008

    


    


    
      	
              1.

            	
              PURPOSE.  The
      purpose of this Amended and Restated 2005 Non-Employee Director
      Compensation Plan (this “Plan”) is to provide a
      comprehensive revised compensation program which will attract and retain
      qualified individuals who are not employed by American Ecology
      Corporation, a Delaware corporation (the “Company”), to serve on
      the Company’s Board of Directors.  In particular, the Plan
      aligns the interests of such directors with those of the Company’s
      shareholders by providing that a significant portion of such compensation
      is directly linked to the value of the Company’s Common
    Stock.

            


    

    


    
      	
              2.

            	
              DEFINITIONS.  Unless
      otherwise defined in this Plan, as used herein, the following definitions
      shall apply:

            


    

    


    
      	
               
      

            	
              2.1

            	
              “Award” means a grant of
      Restricted Stock under this Plan or a grant of a Stock Option under the
      Stock Option Plan.

            


    

    


    
      	
               
      

            	
              2.2

            	
              “Award Date” means the
      first business day after the date of the Annual Meeting of Shareholders at
      which Non-Employee Directors shall be granted shares of Restricted Stock
      or Stock Options, as provided in Section 5.2
      below.

            


    

    


    2.3           “Board” or “Board of Directors” means the
Board of Directors of the Company.

    


    2.4           “Code” means the Internal
Revenue Code of 1986, as amended.

    


    
      	
               
      

            	
              2.5

            	
              “Common Stock” means the
      common stock of the Company, $0.01 par value per
  share.

            


    

    


    2.6           “Director” means a member of
the Board.

    


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

    


    
      	
               
      

            	
              2.8

            	
              “Fair Market Value” or
      “Fair Value” means the average closing price of the Company’s Common Stock
      as reported on the Nasdaq National Market or, if the Common Stock is no
      longer listed thereon, such other principal exchange or market (including
      the over-the-counter market), during the ten (10) trading days prior to
      the Award Date.  For a Stock Option the fair value means the
      value determined using an option pricing model such as the Black-Scholes
      option pricing model or some other option pricing model as approved by the
      Board.

            


    

    


    
      	
               
      

            	
              2.9

            	
              “Non-Employee Director” means a
      director who is not an employee of the Company or any Parent or Subsidiary
      thereof.  The payment of a director’s fee by the Company shall
      not be sufficient in and of itself to constitute employment by the
      Company.

            


    

    


    
      	
               
      

            	
              2.10

            	
              “Parent” means a parent
      corporation, whether now or hereafter existing, as defined in Section
      425(e) of the Code.

            


    

    


    
      	
               
      

            	
              2.11

            	
              “Plan” means this Amended
      and Restated 2005 Non-Employee Director Compensation Plan, as it may be
      amended and/or restated from time to
time.

            


    

    


    
      	
               
      

            	
              2.12

            	
              “Plan Administrator”
      means the administrator of this Plan as described in Section
      4.1.

            


    

    


    
      	
               
      

            	
              2.13

            	
              “Restricted Stock” means
      shares of Common Stock granted under this Plan, which are subject to
      restrictions on transfer and potential forfeiture during the applicable
      restricted period.

            


    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    


     

    


    
      	
               
      

            	
              2.14

            	
              “Stock Option” means an
      option to purchase the Company’s Common Stock pursuant to the terms and
      conditions of the Stock Option Plan, which are subject to restrictions on
      transfer and potential forfeiture during the applicable restricted
      period.

            


    

    


    
      	
               
      

            	
              2.15

            	
              “Stock Option Plan” means
      the Company’s 2008 Stock Option Incentive
Plan.

            


    

    


    
      	
               
      

            	
              2.16

            	
              “Standing Committee of the
      Board” means the Audit Committee, the Compensation Committee and
      the Corporate Governance Committee of the Board, and any other committee
      as shall be designated by the Board as a standing committee of the Board
      of Directors from time to time.

            


    

    


    
      	
               
      

            	
              2.17

            	
              Subsidiary” means a
      subsidiary corporation, whether now or hereafter existing, as defined in
      Section 425(f) of the Code.

            


    

    


    
      	
              3.

            	
              SHARES SUBJECT TO THE
      PLAN.  Subject to Section 8
      of this Plan, the total number of shares of Restricted Stock that may be
      awarded to Non-Employee Directors under this Plan and/or shares of Common
      Stock issuable pursuant to Stock Options granted under the Stock Option
      Plan shall not exceed two hundred thousand (200,000) shares.  If
      any shares of Restricted Stock or shares subject to Stock Options awarded
      under this Plan or the Stock Option Plan, as applicable, are forfeited
      pursuant to Section 7.1
      or Section
      7.2, such shares shall again be available for purposes of this
      Plan.

            


    

    


    4.           ADMINISTRATION OF THE
PLAN.

    


    
      	
               
      

            	
              4.1

            	
              Administration.  The
      Board of Directors of the Company or any committee (the “Committee”) of the Board
      that will satisfy Rule 16b-3 of the Exchange Act, and any regulations
      promulgated thereunder, as from time to time in effect, including any
      successor rule (“Rule
      16b-3”), shall supervise and administer this Plan (hereinafter
      referred to as the “Plan
      Administrator”).  If appointed by the Board, the
      Committee shall consist solely of two or more Non-Employee Directors;
      provided,
      however, that only the full Board of Directors may suspend, amend
      or terminate this Plan as provided in Section 10.  No
      Director shall vote on any action with respect to any matter relating to
      an Award held by such Director.

            


    

    


    
      	
               
      

            	
              4.2

            	
              Powers of the Plan
      Administrator.  Subject to the specific provisions of the
      Plan, the Plan Administrator shall have the authority, in its discretion:
      (i) to determine, on review of relevant information and, in accordance
      with Section 
      2.7 of the Plan, the Fair Market Value of the Company’s Common
      Stock; (ii) to interpret the Plan; (iii) to prescribe, amend, and rescind
      rules and regulations relating to the Plan; (iv) to authorize any person
      to execute on behalf of the Company any instrument required to
      effectuate  Awards; and (v) to make all other determinations
      deemed necessary or advisable to administer the Plan.  The
      interpretation and construction by the Plan Administrator of any terms or
      provisions of the Plan, any Awards hereunder, or of any rule or regulation
      promulgated in connection herewith, and all actions taken by the Plan
      Administrator, shall be conclusive and binding on all interested
      parties.

            


    

    


    5.           ANNUAL
RETAINER AND MEETING FEES.

    


    
      	
               
      

            	
              5.1

            	
              Annual
      Retainer.  Each Non-Employee Director shall be entitled
      to receive an annual retainer (“Annual Retainer”)
      consisting of cash and an Award as determined by the Board of Directors or
      the Committee.  The Annual Retainer shall be determined by the
      Board or the Committee at the time the director slate is approved for
      voting at the Annual Meeting of Stockholders, and will be effective for
      the then commencing year of the Non-Employee Director’s term on the Board
      following their election at the Annual Meeting, and will remain effective
      until the next subsequent Annual Meeting of Stockholders.  The
      cash portion of the Annual Retainer shall be payable by Company check in
      equal quarterly installments.

            


    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    


     

    


    
      	
               
      

            	
              5.2

            	
              Annual
      Award.  As part of the Annual Retainer compensation, each
      Non-Employee Director will receive an Award of shares of Restricted Stock
      on the Award Date immediately following each Annual Meeting of
      Shareholders.  Alternatively, each Non-Employee Director may
      elect to receive, in lieu of Restricted Stock, an equivalent dollar amount
      of Stock Options to purchase the Company’s Common Stock under the Stock
      Option Plan.  The equivalent dollar amount of any Stock Option
      Award will be determined using an option pricing model such as the
      Black-Scholes option pricing model. All grants of Restricted Stock or
      Stock Options shall be subject to the terms and conditions set forth in
      Section 6
      below.

            


    

    


    
      	
               
      

            	
              5.3

            	
              Meeting
      Fees.  Each Non-Employee Director shall receive a fee for
      each meeting of a Standing Committee of the Board that he or she attends
      and a fee for each meeting of the full Board that he or she
      attends.  Each Non-Employee Director shall receive a fee for
      each telephonic meeting of the Board that he or she attends; provided, however, that
      no fee shall be payable with respect to any telephonic meeting which lasts
      less than 30 minutes.  In person and telephonic meeting fees
      will be determined by the Board of Directors or the Committee at the time
      the director slate is approved for voting at the Annual Meeting of
      Stockholders and will be effective for the then commencing year of the
      Non-Employee Director’s term on the Board following their election at the
      Annual Meeting and will remain effective until the next subsequent Annual
      Meeting of Stockholders. All meeting fees earned during a quarter by a
      Non-Employee Director shall be payable by Company check within 30 days of
      the end of each such quarter.

            


    

    


    
      	
               
      

            	
              5.4

            	
              Retainer Fee for Committee
      Chairs.  A Non-Employee Director appointed to chair any
      Standing Committee of the Board shall be paid an annual retainer, such
      payment to be made by Company check within 30 days following the effective
      date of appointment.  The annual retainer of each Standing
      Committee chair shall be determined by the Board or the Committee at the
      time the director slate is approved for voting at the Annual Meeting of
      Stockholders and will be effective for the then commencing year of the
      Standing Committee chair’s term on the Board and will remain effective
      until the next subsequent Annual Meeting of
  Stockholders.

            


    

    


    
      	
               
      

            	
              5.5

            	
              Retainer Fee for Board
      Chair.  A Non-Employee Director appointed to chair the
      Board of Directors shall be paid an annual retainer as determined by the
      Board of Directors or the Committee. Such payment is to be made by Company
      check within 30 days following the effective date of
      appointment.  The annual retainer for the Board chair shall be
      determined by the Board or the Committee at the time the director slate is
      approved for voting at the Annual Meeting of Stockholders and will be
      effective for the then commencing year of the Board chair’s term on the
      Board and will remain effective until the next subsequent Annual Meeting
      of Stockholders.

            


    

    


    
      	
               
      

            	
              6.

            	
              AWARDS
      OF RESTRICTED STOCK OR STOCK
OPTIONS.

            


    

    


    
      	
               
      

            	
              6.1

            	
              Eligibility.  Shares
      of Restricted Stock may be awarded pursuant to this Plan as part of the
      Annual Retainer only to Non-Employee Directors.  Alternatively,
      each Non-Employee Directors can elect to receive as part of the Annual
      Retainer an equivalent amount of Stock Options to purchase the Company’s
      Common Stock pursuant to the Stock Option Plan. All Awards hereunder shall
      be made automatically in accordance with the terms set forth in this Section
      6.  No person shall have any discretion to select which
      Non-Employee Directors shall receive Awards or to determine the number of
      shares of Restricted Stock or Stock Options to be
      awarded.  Employee Directors who cease to be employees of the
      Company or any Parent or Subsidiary of the Company but who continue as
      Directors shall become eligible for Awards as if they were newly elected
      Directors, as of the date they cease to be
  employees.

            


    

    


    
      	
               
      

            	
              6.2

            	
              Shareholder Approval of
      Plan.  No Awards of Restricted Stock may be made under
      this Plan and no Awards of Stock Options may be made unless and until
      shareholder approval of this Plan and the Stock Option Plan, as
      applicable, has been obtained in accordance with Section 12
      hereof.

            


    

     

    



    
      
         


      

      
        3

        
          

        

      

      
         


      

    


    


     

    
      	
               
      

            	
              6.3

            	
              Annual
      Award.  Each Non-Employee Director shall be awarded
      either shares of Restricted Stock  or Stock Options to purchase
      the Company’s Common Stock (the “Annual Award”), in an
      amount determined in accordance with the formula set forth below, on an
      annual basis, each time he or she is elected to the Board (or, if
      Directors are elected to serve terms longer than one year, as of the date
      of each Annual Meeting of Shareholders during that term).  The
      number of shares of Restricted Stock awarded shall be equivalent to the
      result of the dollar amount of the Award, divided by the Fair Market Value
      of a share of the Company’s Common Stock on the Award Date, rounded to the
      nearest 100 shares.  The number of Stock Options to purchase the
      Company’s Common Stock awarded shall be equivalent to the result of the
      dollar amount of the Award, divided by the fair value of a Stock Option as
      determined using an option pricing model such as the Black-Scholes option
      pricing model on the Award Date using an exercise price equal to the Fair
      Market Value of a share of the Company’s Common Stock on the Award Date
      and a maximum term of 10 years, rounded to the nearest 100 stock options.
      Notwithstanding the foregoing, the Annual Award made to any Non-Employee
      Director elected or appointed to the Board at any time other than at the
      Annual Meeting of Shareholders shall be made on the date of such election
      or appointment, and shall be equivalent to the product of such result
      (before rounding) multiplied by a fraction whose numerator is the number
      of days between the date of election or appointment to the Board and the
      next Annual Meeting of Shareholders, and whose denominator is 365, which
      product shall be rounded to the nearest 100 shares or stock options, as
      applicable.

            


    

    


    
      	
               
      

            	
              6.4

            	
              Limitations.  If
      any Annual Award granted under this Plan would cause the number of shares
      of Restricted Stock issued pursuant to this Plan or shares subject to
      Stock Options under the Stock Option Plan to exceed the maximum aggregate
      number permitted hereunder, as provided in Section 3
      above, then each such automatic Award shall be for that number of shares
      of Restricted Stock or subject to Stock Options determined by dividing the
      total number of shares remaining available for issuance under this Plan by
      the number of Non-Employee Directors eligible for grant of an Annual Award
      on the Award Date. Thereafter, no further Awards shall be made until such
      time, if any, as additional shares of Restricted Stock or shares subject
      to Stock Options become available under this Plan through action of the
      shareholders to increase the number of shares subject to Awards that may
      be issued under this Plan, through forfeiture of shares previously awarded
      hereunder or under the Stock Option
Plan.

            


    

    


    7.           VESTING AND
FORFEITURE.

    


    
      	
               
      

            	
              7.1

            	
              Vesting.  Shares
      of Restricted Stock and Stock Options awarded pursuant to an Annual Award
      shall vest in full on the day prior to the date of the regular Annual
      Meeting of Shareholders next following such Annual Award (the “Vesting Date”), if the
      Non-Employee Director has attended at least 75% of the regularly scheduled
      meetings of the Board, in person or by telephone, during that
      period.  If a Non-Employee Director does not attend at least 75%
      of the regularly scheduled meetings of the Board between the Award Date
      and Vesting Date, the shares of Restricted Stock or Stock Options awarded
      pursuant to that Annual Award shall be forfeited without having
      vested.

            


    

    


    
      	
               
      

            	
              7.2

            	
              Termination of Status as a
      Director.  If a Director ceases to be a Non-Employee
      Director for any reason other than death or disability before his or her
      last Annual Award vests, the shares of Restricted Stock or Stock Options
      awarded pursuant to that last Annual Award shall be
    forfeited.

            


    

    


    
      	
            	
              7.3

            	
              Disability of
      Director.  Notwithstanding Section 7.1 or
      Section
      7.2 above, if a Non-Employee Director is unable to continue his or
      her service as a Director as a result of his or her permanent and total
      disability (as defined in Section 22(e)(3) of the Code), unvested
      shares of Restricted Stock or Stock Options awarded pursuant to an Annual
      Award to such Non-Employee Director shall become immediately
      vested.

            


    

     

    
      	
               
      

            	
              7.4

            	
              Death of
      Director.  In the event of the death of a Non-Employee
      Director, unvested shares of Restricted Stock or Stock Options awarded to
      such Non-Employee Director shall become vested as of the date of
      death.  Non-Employee Directors may designate a beneficiary to
      whom shares of Restricted Stock or Stock Options under this Plan may be
      delivered on his or her death, subject to such forms, requirements and
      procedures as the Plan Administrator may
  establish.

            


    

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              7.5

            	
              Effect of Merger, Sale of
      Assets, Liquidation or Dissolution.  In the event of a
      merger, consolidation or plan of exchange to which the Company is a party
      and in which the Company is not the survivor, or a sale of all or
      substantially all of the Company’s assets, or a liquidation or dissolution
      of the Company, any unvested shares of Restricted or Stock Options shall
      vest automatically upon the closing of such transaction or
      event.

            


    

    


    
      	
               
      

            	
              7.6

            	
              Certificates.  As
      soon as practicable after each Award Date, the Company shall instruct its
      stock transfer agent to issue and deliver to the Plan Administrator one or
      more certificates in the name of  each recipient of an Annual
      Award representing shares of Restricted Stock awarded  pursuant
      thereto on that Award Date, if applicable.  Each recipient of an
      Annual Award comprised of Restricted Stock shall deposit with the Plan
      Administrator or its designee blank stock powers, duly executed and
      otherwise in form satisfactory to the Plan Administrator, for such
      Non-Employee Director’s certificate(s).  Alternatively, the Plan
      Administrator may hold all shares of Restricted Stock by means of
      book-entry registration.  The Plan Administrator shall hold any
      certificates representing unvested shares of Restricted Stock and the
      stock powers related thereto until the shares of Restricted Stock have
      been vested in accordance with this Section 7.  Any
      certificates representing shares of Restricted Stock that fail to vest
      shall be returned to the Company’s stock transfer agent for cancellation,
      and the affected recipient of the Award shall execute any documents
      reasonably necessary to facilitate the cancellation.  Any
      certificates representing vested shares of Restricted Stock shall be
      delivered to the relevant Non-Employee Director as soon as practicable
      after the shares vest.  Any certificates representing shares of
      Restricted Stock held by the Plan Administrator for a Non-Employee
      Director who has died shall be delivered as soon as practicable to the
      decedent’s beneficiary previously designated to the Plan Administrator in
      writing by such Non-Employee Director, or if no such designation exists,
      to his or her estate.

            


    

    


    7.7                 Status Before
Vesting.

    


    
      	
               
      

            	
              (a)

            	
              Each
      recipient of an Annual Award comprised of Restricted Stock shall be a
      shareholder of record with respect to all shares of Restricted Stock
      awarded, whether or not vested, and shall be entitled to all of the rights
      of such a holder, except that the share certificates for Annual Awards
      comprised of Restricted Stock shall be held by the Plan Administrator
      until delivered in accordance with Section
      7.6.

            


    

    


    
      	
               
      

            	
              (b)

            	
              Any
      dividend checks or communications to shareholders received by the Plan
      Administrator with respect to a certificate held by the Plan Administrator
      shall promptly be transmitted to the Non-Employee Director whose name is
      on the certificate.

            


    

    


    
      	
               
      

            	
              (c)

            	
              No
      Non-Employee Director may transfer any interest in unvested shares of
      Restricted Stock or in any Stock Options to any person other than the
      Company.

            


    

    


    
      	
               
      

            	
              (d)

            	
              Each
      recipient of an Annual Award comprised of Stock Options shall not be a
      shareholder of record with respect to the Stock Options awarded, whether
      or not vested, and shall not be entitled to any of the rights of such a
      holder until such Stock Options are exercised and shares of the Company’s
      Common Stock are issued pursuant
thereto.

            


    

    


    
      	
              8.

            	
              EFFECT OF MERGER,
      CONSOLIDATION, REORGANIZATION, ETC..  In the event of any
      merger, consolidation, reorganization, recapitalization, stock dividend,
      stock split or other change in the corporate structure or capitalization
      affecting the Company’s present Common Stock, at the time of such event
      the Board or the Plan Administrator shall make appropriate adjustments to
      the number (including the aggregate number specified in Section 3) and
      kind of shares to be issued under this
Plan.

            


    

    


    9.           SECURITIES
REGULATIONS.

    


    
      	
               
      

            	
              9.1

            	
              Compliance With Applicable
      Law.  Shares of Restricted Stock or Stock Options shall
      not be issued under this Plan unless the issuance and delivery of such
      shares pursuant hereto shall comply with all relevant provisions of law,
      including, without limitation, any applicable state securities laws, the
      Securities Act of 1933, as amended, the Exchange Act, the rules and
      regulations promulgated thereunder, applicable laws of foreign countries
      and other jurisdictions and the requirements of any quotation service or
      stock exchange on which the Company’s Common Stock may then be listed, and
      shall be further subject to the approval of counsel for the Company with
      respect to such compliance, including the availability of an exemption
      from registration for the issuance and sale of any shares of Restricted
      Stock hereunder or shares of Common Stock issued pursuant to the exercise
      of Stock Options under the Stock Option Plan.  The inability of
      the Company to obtain, from any regulatory body having jurisdiction, the
      authority deemed by the Company’s counsel to be necessary for the lawful
      issuance and sale of any such shares or the unavailability of an exemption
      from registration for the issuance and sale of any such shares shall
      relieve the Company of any liability with respect to the non-issuance or
      sale of such shares as to which such requisite authority shall not have
      been obtained.

            


    

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              9.2

            	
              Investment
      Representations.  In connection with the issuance of
      shares of Restricted Stock under the Plan or pursuant to the exercise of
      Stock Options under the Stock Option Plan, the Company may require
      recipients to represent and warrant at the time of issuance that such
      shares are being acquired only for investment and without any present
      intention to sell or distribute such shares if, in the opinion of counsel
      for the Company, such a representation is required by any relevant
      provision of the aforementioned laws.  The Company may place a
      stop-transfer order against any such shares on the official stock books
      and records of the Company, and a legend may be stamped on stock
      certificates to the effect that the shares may not be pledged, sold or
      otherwise transferred unless an opinion of counsel is provided (concurred
      in by counsel for the Company) stating that such transfer is not in
      violation of any applicable law or regulation.  The Company also
      may require such other action or agreement by award recipients as may from
      time to time be necessary to comply with federal and state securities
      laws.  NO PROVISION OF THIS PLAN SHALL OBLIGATE THE COMPANY TO
      UNDERTAKE REGISTRATION OF SHARES OF RESTRICTED STOCK ISSUED PURSUANT TO
      THIS PLAN OR SHARES ISSUED PURSUANT TO THE EXERCISE OF STOCK OPTIONS UNDER
      THE STOCK OPTION PLAN.

            


    

    


    10.           AMENDMENT AND
TERMINATION.

    


    
      	
               
      

            	
              10.1

            	
              Plan.  Subject
      to applicable limitations set forth in Nasdaq rules, the Code or Rule
      16b-3, the Board may at any time suspend, amend or terminate this Plan;
      provided,
      however, that the approval of the Company’s shareholders is
      necessary within twelve (12) months before or after the adoption by
      the Board of Directors of any amendment that
  will:

            


    

    


    
      	
               
      

            	
              (a)

            	
              increase
      the number of shares of Common Stock that are to be reserved for issuance
      pursuant to Awards under the Plan;

            


    

    


    
      	
               
      

            	
              (b)

            	
              permit
      awards to a class of persons other than those now permitted to receive
      Awards under the Plan; or

            


    

    


    
      	
               
      

            	
              (c)

            	
              require
      shareholder approval under applicable law, including Section 16(b) of
      the Exchange Act.

            


    

    


    
      	
               
      

            	
              10.2

            	
              Limitations.  Notwithstanding
      the foregoing, the provisions set forth in Section 2,
      Section 5
      and Section
      6 of this Plan (and any additional Sections of the Plan that affect
      terms required to be specified in the Plan by Rule 16b-3) shall not
      be amended more than once every six (6) months, other than to comport with
      changes in the Code, the Employee Retirement Income Security Act, or the
      rules thereunder.

            


    

    


    
      	
               
      

            	
              10.3

            	
              Automatic
      Termination.  Unless sooner terminated by the Board, this
      Plan shall terminate ten (10) years from the date on which this Plan is
      first adopted by the Board.  No Award may be made after such
      termination or during any suspension of the Plan.  The amendment
      or termination of the Plan shall not, without the consent of any
      Non-Employee Director who then has unvested shares of Restricted Stock or
      unvested Stock Options, alter or impair any rights or obligations with
      respect to such shares theretofore granted under this Plan or issued under
      the Stock Option Plan.

            


    

    


    11.           MISCELLANEOUS.

    


    
      	
               
      

            	
              11.1

            	
              Status as a
      Director.  Nothing in this Plan or in any Award granted
      pursuant to this Plan shall confer on any person any right to continue as
      a Director of the Company or to interfere in any way with the right of the
      Company to terminate his or her relationship with the Company at any
      time.  In addition, nothing in this Plan shall create an
      obligation on the part of the Board to nominate any Non-Employee Director
      for re-election by the
shareholders.

            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

    
 

    
      	
               
      

            	
              11.2

            	
              Reservation of
      Shares.  The Company shall, during the term of the Plan,
      reserve and keep available such number of shares subject to Awards as
      shall be sufficient to satisfy the requirements of this
      Plan.  Shares subject to awards under this Plan may either be
      authorized but unissued shares or previously issued shares that have been
      reacquired by the Company.

            


    

    


    
      	
               
      

            	
              11.3

            	
              Plan
      Expenses.  Any expenses of administering this Plan shall
      be borne by the Company.

            


    

    


    
      	
               
      

            	
              11.4

            	
              Indemnification.  In
      addition to such other rights of indemnification as they may have as
      members of the Board of Directors, the members of the Plan Administrator
      shall be indemnified by the Company against all costs and expenses
      reasonably incurred by them in connection with any action, suit or
      proceeding to which they or any of them may be a party by reason of any
      action taken or failure to act in connection with the adoption,
      administration, amendment or termination of this Plan, and against all
      amounts paid by them in settlement thereof (provided such settlement is
      approved by independent legal counsel selected by the Company), or paid by
      them in satisfaction of a judgment in any such action, suit or proceeding,
      except a judgment based upon a finding of bad faith; provided, that upon the
      institution of any such action, suit or proceeding, a member of the Plan
      Administrator shall, in writing, give the Company notice thereof and an
      opportunity, at its own expense, to handle and defend the same before such
      Plan Administrator member undertakes to handle and defend it on such
      member’s own behalf.

            


    

    


    
      	
               
      

            	
              11.5

            	
              Withholding
      Taxes.  The Company may, at its discretion, require a
      Non-Employee Director to pay to the Company at the time of an Annual Award
      under the Plan, the amount that the Company deems necessary to satisfy its
      obligation to withhold Federal, state or local income, FICA or other taxes
      incurred by the reason of such issuance.  Upon or prior to the
      receipt of shares requiring tax withholding, a Non-Employee Director may
      make a written election to have shares withheld by the Company from the
      shares otherwise to be received.  The number of shares so
      withheld shall have an aggregate Fair Market Value on the date of issuance
      sufficient to satisfy the applicable withholding taxes.  The
      acceptance of any such election by a Non-Employee Director shall be at the
      sole discretion of the Plan
Administrator.

            


    

    


    
      	
               
      

            	
              11.6

            	
              Governing
      Law.  This Plan and all determinations made and actions
      taken pursuant hereto shall be governed by the law of the State of
      Delaware and construed accordingly.

            


    

    


    
      	
               
      

            	
              11.7

            	
              No
      Assignment.  The rights and benefits under this Plan may
      not be assigned except for the designation of a beneficiary as provided in
      Section
      7.4.

            


    

    


    
      	
               
      

            	
              11.8

            	
              Award
      Agreements.  The Plan Administrator is authorized to
      establish forms of agreement between the Company and each Non-Employee
      Director to evidence Awards under this Plan, and to require execution of
      such agreements as a condition to receipt of an
  Award.

            


    

    


    
      	
               
      

            	
              12.

            	
              EFFECTIVE DATE AND TERM OF THE
      PLAN. This Plan shall become effective on the date on which it is
      approved by the Company’s shareholders (the “Effective
      Date”).  No Award may be granted under this Plan to any
      Director of the Company until the Plan is approved by the shareholders,
      and any Award made before such approval shall be conditioned on and is
      subject to such approval.  This Plan shall remain in effect
      until the earlier of:  (i) the date that no additional shares
      are available for issuance under the Plan; (ii) the date that the Plan has
      been terminated in accordance with Section 10; or
      (iii) the close of business on May 25, 2015.  Upon the
      termination or expiration of this Plan as provided in this Section 12, no
      Awards shall be granted pursuant to the Plan, but any Award theretofore
      granted may extend beyond such termination or
  expiration.

            


    

     

    
      	
              13.

            	
              COMPLIANCE WITH SECTION 16 OF
      THE EXCHANGE ACT.  It is the Company’s intent that this
      Plan comply in all respects with Rule 16b-3.  If any provision
      of this Plan is found not to be in compliance with such rule and
      regulations, the provisions shall be deemed null and void, and the
      remaining provisions of this Plan shall continue in full force and
      effect.  All transactions under this Plan shall be executed in
      accordance with the requirements of Section 16 of the Exchange Act and
      regulations promulgated thereunder.  The Board may, in its sole
      discretion, modify the terms and conditions of this Plan in response to
      and consistent with any changes in applicable law, rule or
      regulation.

            


    

    


     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

    
 

    *        *        *

    


    Amended
and Restated Plan adopted by the Board of Directors as of April 4, 2008, to be
effective as of April 4, 2008, subject to shareholder approval as of such
date.

    


    


     

     

     

     

     

    8