EX-10.2






Exhibit 10.2









2007 EQUITY AND PERFORMANCE

INCENTIVE PLAN




 









 





Waste Services, Inc.

2007 Equity and Performance Incentive Plan

Plan Document




Table Of Contents




	 	 	 	 	 
	Section	 	Page #
	1. Purpose of the Plan
	 	 	2	 
	2. Definitions
	 	 	2	 
	3. Stock Subject to the Plan
	 	 	7	 
	4. Administration of the Plan
	 	 	8	 
	5. Eligibility
	 	 	9	 
	6. Option Rights
	 	 	9	 
	7. Stock Appreciation Rights (SARs)
	 	 	12	 
	8. Restricted Stock and Restricted Stock Units
	 	 	14	 
	9. Performance Compensation Awards
	 	 	16	 
	10. Other Awards
	 	 	17	 
	11. Awards to Non-Employee Directors
	 	 	18	 
	12. Fractional Shares
	 	 	18	 
	13. Transferability
	 	 	18	 
	14. Right of Recapture
	 	 	19	 
	15. Adjustment Upon Changes in Capital Structure and Other Events
	 	 	19	 
	16. Rights as a Stockholder
	 	 	21	 
	17. No Special Employment Rights; No Right to Stock Award
	 	 	21	 
	18. Securities Matters
	 	 	22	 
	19. Withholding Taxes
	 	 	22	 
	20. Amendment or Termination of the Plan
	 	 	23	 
	21. No Obligation to Exercise
	 	 	24	 
	22. Transfers Upon Death
	 	 	24	 
	23. Expenses and Receipts
	 	 	24	 
	24. Compliance with Rule 16b-3
	 	 	24	 
	25. Failure to Comply
	 	 	25	 
	26. Effective Date of Plan
	 	 	25	 
	27. Term of the Plan
	 	 	25	 
	28. Separability of Provisions
	 	 	25	 
	29. Applicable Law
	 	 	25	 
	30. Payments to Persons Other than Participants
	 	 	25	 
	31. Non-Exclusivity of Plan
	 	 	26	 
	32. Reliance on Reports
	 	 	26	 
	33. Other Agreements
	 	 	26	 






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Waste Services, Inc.

2007 Equity and Performance Incentive Plan

Plan Document



	1.	 	Purpose of the Plan
	 
	 	 	The purpose of the 2007 Equity and Performance Incentive Plan (the “Plan”) is to attract and
retain directors, officers and employees of Waste Services, Inc. and its Affiliates, and to
provide a means whereby directors, officers, employees, consultants and advisors (and
prospective directors, officers, employees, consultants and advisors) of the Company and its
Affiliates can acquire equity interests in the Company and to provide to such persons
incentives and rewards for superior performance and align the interests of such persons with
those of the Company’s stockholders.
	 
	2.	 	Definitions
	 
	 	 	As used in the Plan, the following definitions apply to the terms indicated below:
	 
	 	 	“Account” means an account established in the Participant’s name to track Awards to that
Participant.
	 
	 	 	“Affiliate” means (i) any person or entity that directly or indirectly controls, is
controlled by or is under common control with the Company and/or (ii) to the extent provided
by the Board, any person or entity in which the Company has a significant interest. The
term “control” (including, with correlative meaning, the terms “controlled by” and “under
common control with”), as applied to any person or entity, means the possession, directly or
indirectly, of the power to direct or cause the direction of the management and policies of
such person or entity, whether through the ownership of voting or other securities, by
contract or otherwise.
	 
	 	 	“Beneficiary” means upon the employee’s death, the employee’s successors, heirs, executors
and administrators, as the case may be.
	 
	 	 	“Board” or “Board of Directors” means the Board of Directors of the Company.
	 
	 	 	“Cause” means, unless the applicable Evidence of Award provides otherwise:






	 	(i)	 	the Company or an Affiliate having “cause” to terminate a
Participant’s employment or service, as defined in any employment or consulting
agreement between the Participant and the Company or an Affiliate in effect at
the time of such termination; or
	 
	 	(ii)	 	in the absence of any such employment or consulting agreement
(or the absence of any definition of “Cause” contained therein),
	 
	 	 	 	(A) the Participant’s commission of, conviction for, plea of guilty or nolo
contendere to a felony or a crime involving moral turpitude, or other
material act or omission involving dishonesty or fraud,
	 
	 		 	(B) the Participant’s conduct that brings or is reasonably likely to bring
the Company or any of its Affiliates into public disgrace or disrepute and
that affects the Company’s or any Affiliate’s business in any material way,
	 
	 		 	(C) the Participant’s failure to perform duties as reasonably directed by
the Company or the Participant’s material violation of any rule, regulation,
policy or plan for the conduct of any service provider to the Company or its
Affiliates or its or their business (which, if curable, is not cured
within 10 days after notice thereof is provided to the Participant),




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2007 Equity and Performance Incentive Plan

Plan Document





	 		 	(D) the Participant’s gross negligence, willful malfeasance or material act
of disloyalty with respect to the Company or its Affiliates (which, if
curable, is not cured within 10 days after notice thereof is provided to the
Participant), or
	 
	 		 	(E) any material breach by the Participant of any provisions of any
restrictive covenants contained in any employment agreements or similar
agreements.






	 	 	Any determination of whether Cause exists shall be made by the Committee in its sole
discretion. Any rights the Company may have hereunder in respect of the events giving rise
to Cause shall be in addition to the rights the Company may have under any other agreement
with a Participant or at law or in equity.
	 
	 	 	A “Change in Control” means the occurrence of any one of the following:






	 	(i)	 	the sale or lease of all or substantially all of the assets of
the Company to any other person or entity other than a direct or indirect
wholly-owned subsidiary or parent of the Company;
	 
	 	(ii)	 	a merger, amalgamation, consolidation or other reorganization
of the Company with any other entity (other than a direct or indirect
wholly-owned subsidiary or parent of the Company) in which the Company is not
the surviving entity or becomes owned entirely by another entity, unless at
least 50% of the outstanding voting securities of the surviving or parent
corporation, as the case may be, immediately following such transaction are
beneficially held by the same persons and/or entities that beneficially held
the outstanding voting securities of the Company immediately prior to such
transaction, and such outstanding voting securities are beneficially held by
such persons and/or entities in substantially the same proportion as such
persons and/or entities beneficially held the outstanding voting securities of
the Company immediately prior to such transaction;
	 
	 	(iii)	 	the acquisition of beneficial ownership, as such term is
defined in the Exchange Act in a single transaction or series of related
transactions (by tender offer or otherwise), of more than 50% of the voting
securities of the Company by a single person or entity (other than the Company
or any Affiliate (as such term is defined in Rule 12b-2 under the Exchange Act)
of the Company, a trustee or any other fiduciary or committee of any employee
benefit plan of the Company, or any corporation owned, directly or indirectly,
by the stockholders of the Company in substantially the same proportions as
their ownership of the stock of the Company) or “group” within the meaning of
Section 13(d)(3) of the Exchange Act, whether through the acquisition of
previously issued and outstanding voting securities or of voting securities
that have not been previously issued, or any combination thereof;
	 
	 	(iv)	 	the voluntary or involuntary dissolution, liquidation or
winding up of the Company, or the adoption of any resolution with respect
thereto; or
	 
	 	(v)	 	the individuals who constituted the Board of Directors as of
the Effective Date of the Plan (the “Incumbent Board”) ceasing for any reason
to constitute at least a majority of the Board; provided, that any person
becoming a director whose election or nomination for election was approved by a
majority of the members of the Incumbent Board shall be considered, for
purposes of this Plan, a member of the Incumbent Board; and provided further
that, notwithstanding anything herein to the contrary, a Change of Control
shall not be deemed to have occurred in




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2007 Equity and Performance Incentive Plan

Plan Document


	 	 	 	connection with (1) any public offering of the common stock of the Company
for cash; (2) any transaction with an entity or group that includes, is
affiliated with or is wholly or partially controlled by, one or more
executive officers of the Company in office immediately prior to the
transaction that would otherwise constitute a Change of Control; or (3) any
capital raising transaction (including any investment by one or more private
equity funds) for the purpose of financing acquisitions specifically
identified by the Board.






	 	 	“Code” means the Internal Revenue Code of 1986, as amended from time to time.
	 
	 	 	“Committee” means a committee of at least two people as the Board may appoint to administer
the Plan or, if no such committee has been appointed by the Board, the Board.
	 
	 	 	“Common Stock” means shares of common stock, par value $.01 per share, of the Company or any
security into which such shares of common stock may be changed by reason of any transaction
or event of the type referred to in Section 15 of this Plan.
	 
	 	 	“Company” means Waste Services, Inc., a Delaware corporation.
	 
	 	 	“Covered Employee” means a Participant who is, or is determined by the Committee to be
likely to become, a “covered employee” within the meaning of Section 162(m) of the Code (or
any successor provision).
	 
	 	 	“Date of Grant” means the date specified by the Committee on which a grant of an Award under
this Plan shall become effective (which date shall not be earlier than the date on which the
Committee takes action with respect thereto).
	 
	 	 	“Effective Date” means the first date upon which the Plan has been approved by both the
Board and the stockholders of the Company.
	 
	 	 	“Eligible Director” means a person who is (i) a “non-employee director” within the meaning
of Rule 16b-3, and (ii) an “outside director” within the meaning of Section 162(m) of the
Code.
	 
	 	 	“Eligible Person” means any (i) individual employed by the Company or an Affiliate, (ii)
Non-Employee Director; (iii) a consultant or advisor to the Company or an Affiliate who may
be offered securities registrable on Form S-8 under the Securities Act: or (iv) prospective
employees, officers, consultants or advisors who have accepted offers of employment or
consultancy from the Company or its Affiliates (and would satisfy the provisions of clauses
(i) or (iii) above once he or she begins employment or providing services to the Company or
its Affiliates).
	 
	 	 	“Evidence of Award” means an agreement, certificate, resolution or other type of writing or
other evidence approved by the Committee which sets forth the terms and conditions of the
Option Rights, Stock Appreciation Rights, Restricted Stock or Restricted Stock Units. An
Evidence of Award may be in an electronic medium, may be limited to a notation on the books
and records of the Company and, with the approval of the Committee, need not be signed by a
representative of the Company or a Participant.
	 
	 	 	“Exchange Act” means the Securities Exchange Act of 1934 and the rules and regulations
thereunder, as such law, rules and regulations may be amended from time to time.
	 
	 	 	“Fair Market Value” of a share of Common Stock means, as of any particular date, the closing
sale price per share of Common Stock on the national securities exchange on which the Common
Stock is then listed, the final reported bid sale price per share of Common Stock on the
principal




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Waste Services, Inc.

2007 Equity and Performance Incentive Plan

Plan Document


	 	 	national automated system which the Common Stock is then quoted or, if the Common Stock is
not then listed or quoted, the fair market value of the Common Stock as determined by the
Committee.
	 
	 	 	“Incentive Stock Option” means an Option Right that is intended to qualify as an “incentive
stock option” under Section 422 of the Code and otherwise meets the requirements set forth
in the Plan.
	 
	 	 	“Incumbent Board” has the meaning given such term in the definition of “Change of Control”
	 
	 	 	“Immediate Family Members” means any person who is a “family member” of the
Participant, as such term is used in the instructions to form S-8 under the Securities Act.
	 
	 	 	“Indemnifiable Person” shall have the meaning set forth in Section 4(e) of this Plan.
	 
	 	 	“Mature Shares” means shares of Common Stock owned by a Participant that have been either
previously acquired by the Participant on the open market or meet such other requirements,
if any, as the Committee may determine are necessary in order to avoid an accounting
earnings charge on account of the use of such shares to pay the Option Price or satisfy a
withholding obligation of the Participant.
	 
	 	 	“Non-Employee Director” means a director of the Company who is not an employee of the
Company or any Affiliate.
	 
	 	 	“Non-Qualified Stock Option” means an Option Right that is not an Incentive Stock Option
within the meaning of Section 422 of the Code.
	 
	 	 	“Optionee” means the person named in an Evidence of Award evidencing an outstanding Option
Right.
	 
	 	 	“Option Period” shall have the meaning set forth in Section 6 (e) of the Plan.
	 
	 	 	“Option Price” means the purchase price payable on exercise of an Option Right.
	 
	 	 	“Option Right” means the right to purchase shares of Common Stock upon exercise of an option
granted pursuant to Section 6 or Section 11 of this Plan.
	 
	 	 	“Participant” means a person who is selected by the Committee to participate in the Plan and
to receive an Award under this Plan.
	 
	 	 	“Performance Compensation Award” shall mean any award designated by the Committee as a
Performance Compensation Award pursuant to Section 9 of the Plan.
	 
	 	 	“Performance Formula” shall mean, for a Performance Period, the one or more objective
formulae applied against the relevant Performance Goal to determine, with regard to the
Performance Compensation Award of a particular Participant, whether all, some portion but
less than all, or none of the Performance Compensation Award has been earned for the
Performance Period.
	 
	 	 	“Performance Goals” shall mean, for a Performance Period, the one or more goals established
by the Committee for the Performance Period based upon the Performance Objectives.




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Waste Services, Inc.

2007 Equity and Performance Incentive Plan

Plan Document


	 	 	“Performance Objectives” means the measurable performance objective or objectives
established pursuant to this Plan for Participants who have received, when so determined by
the Committee, Performance Compensation Awards pursuant to this Plan. The Performance
Objectives applicable to any award to a Covered Employee shall be based on specified levels
of performance of the Company (and/or one or more Affiliates, divisions or operational units
or any combination of the foregoing) and shall include the following: (i) net earnings or
net income (before or after taxes); (ii) basic or diluted earnings per share (before or
after taxes); (iii) net revenue or revenue growth; (iv) gross profit or gross profit growth;
(v) operating profit (before or after taxes); (vi) return measures (including, but not
limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow
(including, but not limited to, operating cash flow, free cash flow, and cash flow return on
capital); (viii) earnings before or after taxes, interest, depreciation and/or amortization;
(ix) gross or operating margins; (x) share price (including, but not limited to, growth
measures and total stockholder return); (xi) expense targets; (xii) margins; (xiii)
operating efficiency; (xiv) objective measures of customer satisfaction; (xv) working
capital targets; (xvi) measures of economic value added; (xvii) enterprise value; (xviii)
sales; (xix) debt levels and net debt; (xx) timely opening of new facilities; (xxi)
completion of acquisitions; (xxii) customer retention; (xxiii) employee retention; and
(xxiv) objective measures of personal targets, goals or completion of projects.
	 
	 	 	“Performance Period” shall mean the one or more periods of time, as the Committee may
select, over which the attainment of one or more Performance Goals will be measured for the
purpose of determining a Participant’s right to, and the payment of, a Performance
Compensation Award.
	 
	 	 	“Permitted Transferee” shall have the meaning set forth in Section 13(b) of the Plan.
	 
	 	 	“Plan” means the Waste Services, Inc. 2007 Equity and Performance Incentive Plan, as it may
be amended from time to time.
	 
	 	 	“Restricted Period” means the period of time determined by the Committee during which an
Award is subject to restrictions or, as applicable, the period of time within which
performance is measured for purposes of determining whether an Award has been earned.
	 
	 	 	“Restricted Stock” means shares of Common Stock granted pursuant to Section 8 or Section 11
of this Plan as to which neither the substantial risk of forfeiture nor the prohibition on
transfers referred to in such Section 8 has lapsed.
	 
	 	 	“Restricted Stock Unit” means an unfunded and unsecured promise to deliver shares of Common
Stock, cash, other securities or other property, subject to certain restrictions (including
without limitation, a requirement that the Participant remain continuously employed or
provide continuous services for a specified period of time), granted pursuant to Section 8
or Section 11 of this Plan.
	 
	 	 	“Retirement” means a termination of employment with the Company and its Affiliate at or
after the attainment of (i) age 65, (ii) age 55 with at least 10 years of continuous
employment, (iii) 30 years of continuous employment, or (iv) as may otherwise be determined
by the Committee in its discretion.
	 
	 	 	“Rule 16b-3” means Rule 16b-3 of the Securities and Exchange Commission (or any successor
rule to the same effect) as in effect from time to time.
	 
	 	 	“SAR Period” shall have the meaning set forth in Section 7(f) of the Plan.
	 
	 	 	“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations
thereunder, as such law, rules and regulations may be amended from time to time.




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Waste Services, Inc.

2007 Equity and Performance Incentive Plan

Plan Document


	 	 	“Spread” means the excess of the Fair Market Value per share of the Common Stock on the date
when a Stock Appreciation Right is exercised, (or on the date when Option Rights are
surrendered in payment of the Option Price of other Option Rights) over the Option Price
provided for in the related Option Right, or where a SAR is granted independent of an Option
Right, over the exercise price determined by the Committee at the time of grant of the SAR.
	 
	 	 	“Stock Appreciation Right” or “SAR” means the right to receive in cash, stock, or any
combination thereof, the Spread of a share of Common Stock, which right is granted pursuant
to Section 7 or Section 11 hereof and subject to the terms and conditions contained therein.
	 
	 	 	“Stock Award” or “Award” means an Option Right, SAR, Restricted Stock, Restricted Stock
Unit, Performance Compensation Award or Stock Bonus Award granted pursuant to the terms of
the Plan.
	 
	 	 	“Stock Bonus” means a grant of a bonus payable in shares of Common Stock pursuant to Section
10 hereof.
	 
	 	 	“Subsidiary” means for purposes of any grant of Incentive Stock Options, any corporation in
which at the time the Company owns or controls, directly or indirectly, more than 50% of the
total combined voting power represented by all classes of stock issued by such corporation.
	 
	 	 	“Vesting Date” means the date established by the Committee on which a Participant has the
ability to acquire all or a portion of a grant of Option Rights, or SAR or the date upon
which the restrictions on a Restricted Stock grant shall lapse.
	 
	3.	 	Stock Subject to the Plan






	 	(a)	 	Subject to adjustment as provided in Section 15 of this Plan, the number of
shares of Common Stock that may be issued or transferred with respect to Awards granted
under the Plan shall not exceed in the aggregate 4,500,000 shares. Such shares may be
shares of original issuance or treasury shares or a combination of the foregoing. Upon
the payment of any Option Price by the transfer to the Company of Common Stock or upon
satisfaction of any withholding amount by means of transfer or relinquishment of Common
Stock, there shall be deemed to have been issued or transferred under this Plan only
the net number of shares of Common Stock actually issued or transferred by the Company.
	 
	 	(b)	 	No Participant shall be granted Option Rights or Stock Appreciation Rights for
more than 450,000 shares of Common Stock during any calendar year, subject to
adjustments as provided in Section 15 of this Plan.
	 
	 	(c)	 	The number of shares available in Section 3(a) above shall be adjusted to
account for shares relating to awards that expire, are forfeited or are transferred,
surrendered or relinquished upon the payment of any Option Price by the transfer to the
Company of shares of Common Stock or upon satisfaction of any withholding amount. Upon
payment in cash of the benefit provided by any award granted under this Plan, any
shares that were covered by that award shall again be available for issue or transfer
hereunder.
	 
	 	(d)	 	No more than 450,000 shares of Common Stock (subject to adjustments as
provided in Section 15 of this Plan) may be earned in respect of Performance
Compensation Awards granted pursuant to Section 9 of the Plan to any single
Participant for a single calendar year during a Performance Period, or in the event
such Performance Compensation Award is paid in cash, other securities, other Awards or
other property, no more than the




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2007 Equity and Performance Incentive Plan

Plan Document



	 	 	 	Fair Market Value of 450,000 shares of Common Stock (subject to adjustments as
provided in Section 15 of the Plan) on the last day of the Performance Period to
which such Award relates.






	4.	 	Administration of the Plan






	 	(a)	 	This Plan shall be administered by the Committee. To the extent required to
comply with the provisions of Rule 16b-3 (if the Board is not acting as the Committee
under the Plan) or necessary to obtain the exception for performance-based compensation
under Section 162(m) of the Code, as applicable, it is intended that each member of the
Committee shall, at the time he or she takes any action with respect to an Award under
the Plan, be an Eligible Director. However, the fact that a Committee member shall
fail to qualify as an Eligible Director shall not invalidate any Award granted by the
Committee that is otherwise validly granted under the Plan. The majority of the
members of the Committee shall constitute a quorum. The acts of a majority of the
members present at any meeting at which a quorum is present or acts approved in writing
by a majority of the Committee shall be deemed the acts of the Committee.
	 
	 	(b)	 	Subject to the provisions of the Plan and applicable law, the Committee shall
have the sole and plenary authority, in addition to other express powers and
authorizations conferred on the Committee by the Plan, to: (i) designate Participants;
(ii) determine the type or types of Awards to be granted to a Participant; (iii)
determine the number of shares of Common Stock to be covered by, or with respect to
which payments, rights, or other matters are to be calculated in connection with
Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to
what extent, and under what circumstances Awards may be settled or exercised in cash,
shares of Common Stock, other securities, other Awards or other property, or canceled,
forfeited, or suspended and the method or methods by which Awards may be settled,
exercised, canceled, forfeited, or suspended; (vi) determine whether, to what extent,
and under what circumstances the delivery of cash, Common Stock, other securities,
other Awards or other property and other amounts payable with respect to an Award shall
be deferred either automatically or at the election of the Participant or of the
Committee; (vii) interpret, administer, reconcile any inconsistency in, correct any
defect in and/or supply any omission in the Plan and any instrument or agreement
relating to, or Award granted under, the Plan; (viii) establish, amend, suspend, or
waive any rules and regulations and appoint such agents as the Committee shall deem
appropriate for the proper administration of the Plan; (ix) accelerate the vesting or
exercisability of, payment for or lapse of restrictions on Awards, provided that the
Committee may only exercise this authority in the event of a change of control or the
death, disability or Retirement of a Participant; and (x) make any other determination
and take any other action that the Committee deems necessary or desirable for the
administration of the Plan.
	 
	 	(c)	 	The Committee may delegate to one or more officers of the Company or any
Affiliate the authority to act on behalf of the Committee with respect to any matter,
right, obligation, or election that is the responsibility of or that is allocated to
the Committee herein, and that may be so delegated as a matter of law, except for
grants of Awards to persons (i) subject to Section 16 of the Exchange Act or (ii) who
are, or who are reasonably expected to be Covered Employees.
	 
	 	(d)	 	Unless otherwise expressly provided in the Plan, all designations,
determinations, interpretations, and other decisions under or with respect to the Plan
or any Award or any documents evidencing Awards granted pursuant to the Plan shall be
within the sole discretion of the Committee, may be made at any time and shall be
final, conclusive and




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2007 Equity and Performance Incentive Plan

Plan Document



	 	 	 	binding upon all persons or entities, including, without limitation, the Company,
any Affiliate, any Participant, any holder or beneficiary of any Award, and any
stockholder of the Company.
	 
	 	(e)	 	No member of the Committee shall be liable for any action, omission, or
determination relating to the Plan or any Award hereunder, and the Company shall
indemnify and hold harmless each member of the Committee and each other director or
employee of the Company to whom any duty or power relating to the administration or
interpretation of the Plan has been delegated (an “Indemnifiable Person”) against any
cost or expense (including counsel fees) or liability (including any sum paid in
settlement of a claim with the approval of the Committee) arising out of any action,
omission or determination relating to the Plan or any Award hereunder, provided, that
the Company shall have the right, at its own expense, to assume and defend any such
action, suit or proceeding and once the Company gives notice of its intent to assume
the defense, the Company shall have sole control over such defense with counsel of the
Company’s choice. The foregoing right of indemnification shall not be available to the
extent that a final judgment or other final adjudication (in either case not subject to
further appeal) binding upon such Indemnifiable Person determines that the acts or
omissions of such Indemnifiable Person giving rise to the indemnification claim
resulted from such Indemnifiable Person’s bad faith, fraud or willful criminal act or
omission or that such right of indemnification is otherwise prohibited by law or by the
Company’s Certificate of Incorporation or Bylaws. The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification to which
such Indemnifiable Person may be entitled under the Company’s Certificate of
Incorporation or Bylaws, as a matter of law, or otherwise, or any other power that the
Company may have to indemnify such Indemnifiable Person or hold them harmless.






	5.	 	Eligibility






	 	(a)	 	The persons who shall be eligible to receive Awards pursuant to the Plan shall
be such Eligible Persons as the Committee shall select in its discretion.
	 
	 	(b)	 	In order to facilitate the making of any grant or combination of grants under
this Plan, the Committee may provide for such special terms for Awards to Participants
who are foreign nationals or who are employed by the Company or any Affiliate outside
of the United States of America as the Committee may consider necessary or appropriate
to accommodate differences in local law, tax policy or custom. Moreover, the Committee
may approve such supplements to or amendments, restatements or alternative versions of
this Plan as it may consider necessary or appropriate for such purposes, without
thereby affecting the terms of this Plan as in effect for any other purpose, and the
Secretary or other appropriate officer of the Company may certify any such document as
having been approved and adopted in the same manner as this Plan. No such special
terms, supplements, amendments or restatements, however, shall include any provisions
that are inconsistent with the terms of this Plan as then in effect unless this Plan
could have been amended to eliminate such inconsistency without further approval by the
shareholders of the Company.






	6.	 	Option Rights
	 
	 	 	The Committee may, from time to time and upon such terms and conditions as it may determine,
authorize the granting to Participants of options to purchase shares of Common Stock. Each
such grant may utilize any or all of the authorizations, and shall be subject to all of the
requirements, contained in the following provisions:




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	 	(a)	 	Each Option Right granted under the Plan shall be clearly identified in the
applicable Evidence of Award as either an Incentive Stock Option or as a Non-Qualified
Stock Option. In the absence of such identification, an Option Right shall be deemed
to be a Non-Qualified Stock Option.
	 
	 	(b)	 	Each grant of Option Rights shall be evidenced by an Evidence of Award, which
shall contain such terms and provisions, consistent with this Plan, as the Committee
may approve. Certificates for shares of Common Stock purchased upon the exercise of an
Option Right shall be issued in the name of the Participant or his or her Beneficiary
(or Permitted Transferee), as the case may be, and delivered to the Participant or his
or her Beneficiary (or Permitted Transferee), as the case may be, as soon as
practicable following the effective date on which the Option Right is exercised.
	 
	 	(c)	 	Each grant shall specify the number of shares of Common Stock to which it
pertains, subject to the limitations set forth in Section 3 of this Plan.
	 
	 	(d)	 	Each grant shall specify an Option Price per share, which shall be at least be
equal to the Fair Market Value per share on the Date of Grant, except as permitted in
connection with the issuance of Option Rights in a transaction to which Section 424(a)
of the Code applies.
	 
	 	(e)	 	Option Rights shall vest and become exercisable in such manner and on such date
or dates determined by the Committee and shall expire after such period, not to exceed
ten years, as may be determined by the Committee (the “Option Period”); provided,
however, that the Option Period shall not exceed five years from the Date of Grant in
the case of an Incentive Stock Option granted to a Participant who on the Date of Grant
owns stock representing more than 10% of the voting power of all classes of stock of
the Company or any Affiliate; provided, further, that notwithstanding any Vesting Dates
set by the Committee, the Committee may, in its sole discretion, accelerate the
exercisability of any Option Right, which acceleration shall not affect the terms and
conditions of such Option Right other than with respect to exercisability, provided
that the Committee may only exercise this authority in the event of a change of control
or the death, disability or Retirement of a Participant. Unless a longer vesting
period is provided by the Committee in the Evidence of Award (i) an Option Right shall
vest and become exercisable to the extent of one-third of the number of shares covered
thereby one year after the Date of Grant and to the extent of an additional one-third
of such shares after each of the next two successive years thereafter; (ii) the
unvested portion of an Option Right shall expire upon termination of employment or
service of the Participant granted the Option Right, and the vested portion of such
Option Right shall remain exercisable for (A) one year following termination of
employment or service by reason of such Participant’s death, disability (as determined
by the Committee in its sole discretion) or Retirement, but not later than the
expiration of the Option Period; or (B) 90 days following termination of employment or
service for any reason other than such Participant’s death, disability or Retirement,
and other than such Participant’s termination of employment or service for Cause, but
not later than the expiration of the Option Period; and (iii) both the unvested and the
vested portion of an Option Right shall expire upon the termination of the
Participant’s employment or service by the Company for Cause. Such Option Rights shall
become fully vested and exercisable immediately prior to the Change in Control.
	 
	 	(f)	 	Each Option Right shall be exercisable in whole or in part; provided, however,
that no partial exercise of an Option Right shall be for an aggregate exercise price of
less than $1,000, unless such partial exercise represents the entire unexercised
portion of the Option Right or the entire portion of the Option Right that is then
exercisable. The partial




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	 	 	 	exercise of an Option Right shall not cause the expiration, termination or
cancellation of the remaining portion thereof. Upon the partial exercise of an
Option Right, the Evidence of Award evidencing such Option Right and any related
SARs shall be returned to the Participant exercising such Option Right together with
the delivery of the certificates described in Section 6(b) hereof.
	 
	 	(g)	 	An Option Right shall be exercised by delivering written or electronic notice
to the Company’s principal office, to the attention of its Secretary, and shall be
effective no later than five business days from the date of delivery of the written
notice. Such notice shall be accompanied by the Evidence of Award or agreements
evidencing the Option Right and any related SARs, shall specify the number of shares of
Common Stock with respect to which the Option Right is being exercised and the
effective date of the proposed exercise and shall be signed by the Participant. The
Participant may withdraw such notice at any time prior to the close of business on the
business day immediately preceding the effective date of the proposed exercise, in
which case such Evidence of Award or agreements shall be returned to him or her.
	 
	 	(h)	 	Payment for shares of Common Stock purchased upon the exercise of an Option
Right shall be made on the effective date of such exercise either:






	 	(i)	 	in cash, by certified check, bank cashier’s check or wire
transfer;
	 
	 	(ii)	 	unless provided otherwise in the applicable Evidence of Award,
in shares of Common Stock owned by the Participant that are not subject to any
pledge or other security interest and that are Mature Shares and that are
valued at their Fair Market Value on the effective date of such exercise, or
partly in shares of Common Stock with the balance in cash, by certified check,
bank cashier’s check or wire transfer;
	 
	 	(iii)	 	unless provided otherwise in the applicable Evidence of Award,
pursuant to procedures adopted by the Committee whereby the Participant, by a
properly written notice, shall direct (1) an immediate market sale or margin
loan respecting all or a part of the shares of Common Stock to which the
Participant is entitled upon exercise pursuant to an extension of credit by the
Company to the Participant of the exercise price, (2) the delivery of the
shares of Common Stock from the Company directly to the brokerage firm, and (3)
the delivery of the exercise price from the sale or margin loan proceeds from
the brokerage firm directly to the Company;
	 
	 	(iv)	 	at the discretion of the Committee and to the extent permitted
by law, by such other provision as the Committee may from time to time
prescribe; or
	 
	 	(v)	 	any combination of the foregoing.






	 	(i)	 	Each grant shall specify whether the Option Price shall be payable (i) in cash
or by check acceptable to the Company; (ii) by the actual or constructive transfer to
the Company of non-forfeitable, unrestricted shares of Common Stock owned by the
Optionee having a value at the time of exercise equal to the total Option Price; or
(iii) by a combination of such methods of payment.
	 
	 	(j)	 	Successive grants may be made to the same Participant whether or not any Option
Rights previously granted to such Participant remain unexercised.




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	 	(k)	 	The exercise of an Option Right shall result in the cancellation on a
share-for—share basis of any related Stock Appreciation Right authorized under Section
7 of the Plan.
	 
	 	(l)	 	To the extent that the aggregate Fair Market Value (determined as of the time
the Option Right is granted) of any stock with respect to which Incentive Stock Options
granted under this Plan and all other plans of the Company (and any plans of any
“subsidiary corporation” or “parent corporation” of the Company within the meaning of
Section 424 of the Code) are first exercisable by any employee during any calendar year
shall exceed the maximum limit, if any, imposed from time to time under Section 422 of
the Code, such Option Rights in excess of such limit shall be treated as Non-Qualified
Stock Options. In such an event, the determination of which Option Rights shall remain
Incentive Stock Options and which shall be treated as Non-Qualified Stock Options shall
be based on the order in which such Option Rights were granted. All other terms and
provisions of such Option Rights that are deemed to be Non-Qualified Stock Options
shall remain unchanged.
	 
	 	(m)	 	No Incentive Stock Option may be granted to an individual if, at the time of
the proposed grant, such individual owns stock possessing more than ten percent (10%)
of the total combined voting power of all classes of stock of the Company or any of its
“Subsidiary Corporations” (within the meaning of Section 424 of the Code), unless (i)
the exercise price of such Incentive Stock Option is at least one hundred ten percent
(110%) of the Fair Market Value of a share of Common Stock at the time such Incentive
Stock Option is granted and (ii) such Incentive Stock Option is not exercisable after
the expiration of five years from the date such Incentive Stock Option is granted.
	 
	 	(n)	 	Each Participant awarded an Incentive Stock Option under the Plan shall notify
the Company in writing immediately after the date he or she makes a disqualifying
disposition of any Common Stock acquired pursuant to the exercise of such Incentive
Stock Option. A “disqualifying disposition” is any disposition (including, without
limitation, any sale) of such Common Stock before the later of (A) two years after the
date of grant of the Incentive Stock Option or (B) one year after the date of exercise
of the Incentive Stock Option. The Company may, if determined by the Committee and in
accordance with procedures established by the Committee, retain possession of any
Common Stock acquired pursuant to the exercise of an Incentive Stock Option as agent
for the applicable Participant until the end of the period described in the preceding
sentence.






	7.	 	Stock Appreciation Rights (SARs)
	 
	 	 	The Committee may also authorize the granting of Stock Appreciation Rights in respect of
Option Rights granted hereunder at any time prior to the exercise or termination of such
related Option Rights; provided, however, that a Stock Appreciation Right awarded in
relation to an Incentive Stock Option must be granted concurrently with such Incentive Stock
Option. The Committee may also award SARs to a Participant independent of any Option
Rights. A Stock Appreciation Right shall be a right, exercisable by surrender of the related
Option Right (if applicable), to receive from the Company an amount determined by the
Committee, which shall be expressed as a percentage of the Spread (not exceeding 100%) at
the time of exercise. The Committee may grant Stock Appreciation Rights pursuant to the
Plan, which Stock Appreciation Rights shall be evidenced by Evidence of Awards in such form
as the Committee shall from time to time approve. Each such grant may utilize any or all of
the authorizations, and shall be subject to all of the requirements, contained in the
following provisions:






	 	(a)	 	Each grant of SARs shall be evidenced by an Evidence of Award that shall
describe such Stock Appreciation Rights, identify the related Option Rights, if
applicable, state that such




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	 	 	 	Stock Appreciation Rights are subject to all the terms and conditions of this Plan,
and contain such other terms and provisions, consistent with this Plan, as the
Committee may approve.
	 
	 	(b)	 	The exercise price of any SAR granted under the Plan shall be determined by the
Committee at the time of the grant of such SAR.
	 
	 	(c)	 	Any grant may specify that the amount payable on exercise of a SAR may be paid
by the Company in cash, in shares of Common Stock or in any combination thereof and may
either grant to the Participant or retain in the Committee the right to elect among
those alternatives.
	 
	 	(d)	 	Any grant may specify that the amount payable on exercise of a SAR may not
exceed a maximum specified by the Committee at the Date of Grant.
	 
	 	(e)	 	Any grant may specify waiting periods before exercise and permissible exercise
dates or periods and if applicable, shall provide that no SAR may be exercised except
at a time when the related Option Right is also exercisable and at a time when the
Spread is positive.
	 
	 	(f)	 	A SAR granted in connection with an Option Right shall become exercisable and
shall expire according to the same vesting schedule and expiration provisions as the
corresponding Option Right. A SAR granted independent of an Option Right shall vest
and become exercisable and shall expire in such manner and on such date or dates
determined by the Committee and shall expire after such period, not to exceed ten
years, as may be determined by the Committee (the “SAR Period”); provided, however,
that notwithstanding any Vesting Dates set by the Committee, the Committee may, in its
sole discretion, accelerate the exercisability of any SAR, which acceleration shall not
affect the terms and conditions of such SAR other than with respect to exercisability,
provided that the Committee may only exercise this authority in the event of a change
of control or the death, disability or Retirement of a Participant. Unless a longer
vesting period is provided by the Committee in the Evidence of Award: (i) a SAR shall
vest and become exercisable to the extent of one-third of the number of shares covered
thereby one year after the Date of Grant and to the extent of an additional one-third
of such shares after each of the next two successive years thereafter (ii) the unvested
portion of a SAR shall expire upon termination of employment or service of the
Participant granted the SAR, and the vested portion of such SAR shall remain
exercisable for (A) one year following termination of employment or service by reason
of such Participant’s death, disability (as determined by the Committee in its sole
discretion) or Retirement, but not later than the expiration of the SAR Period
or (B) 90 days following termination of employment or service for any reason other than
such Participant’s death, disability or Retirement, and other than such Participant’s
termination of employment or service for Cause, but not later than the expiration of
the SAR Period; and (iii) both the unvested and the vested portion of a SAR shall
expire upon the termination of the Participant’s employment or service by the Company
for Cause.
	 
	 	(g)	 	Each SAR may be exercised in whole or in part; provided, however, that no
partial exercise of a SAR shall be for an aggregate amount different from the partial
exercise of the corresponding Option Right described in Section 6(f) hereof. The
partial exercise of a SAR shall not cause the expiration, termination or cancellation
of the remaining portion thereof. Upon the partial exercise of a SAR, the Evidence of
Award evidencing such SAR, marked with such notations as the Committee may deem
appropriate to evidence




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	 	 	 	such partial exercise, shall be returned to the Participant exercising such SAR,
together with the payment for the exercised SAR.
	 
	 	(h)	 	A SAR shall be exercised by delivering written or electronic notice to the
Company’s principal office, to the attention of its Secretary, and shall be effective
no later than five business days from the date of delivery of the written notice. Such
notice shall be accompanied by the Evidence of Award or agreements evidencing the SAR,
shall specify the number of shares of Common Stock with respect to which the SAR is
being exercised and the effective date of the proposed exercise, and shall be signed by
the Participant. The Participant may withdraw such notice at any time prior to the
close of business on the business day immediately preceding the effective date of the
proposed exercise, in which case the Evidence of Award evidencing the SAR shall be
returned to him or her. Notwithstanding the foregoing, if on the last day of the Option
Period (or in the case of a SAR independent of an option, the SAR Period), the Spread
is positive, the Participant has not exercised the SAR or the corresponding Option
Right (if applicable), and neither the SAR nor the corresponding Option Right (if
applicable) has expired, such SAR shall be deemed to have been exercised by the
Participant on such last day and the Company shall make the appropriate payment
therefor.
	 
	 	(i)	 	Any grant may specify that such SAR may be exercised only in the event of a
Change in Control or other similar transaction or event.
	 
	 	(j)	 	Upon the occurrence of a Change in Control, any SAR granted under the Plan and
outstanding at such time shall be fully vested and exercisable immediately prior to the
Change in Control and shall remain exercisable until its expiration, termination or
cancellation pursuant to the terms of the Plan.






	8.	 	Restricted Stock and Restricted Stock Units
	 
	 	 	The Committee may also authorize the grant to Participants of Restricted Stock or Restricted
Stock Units. Each grant of Restricted Stock or Restricted Stock Units shall be evidenced by
an Evidence of Award in such form and containing such terms and conditions and subject to
such agreements or understandings as the Committee shall from time to time approve. Each
such grant may utilize any or all of the authorizations, and shall be subject to all of the
requirements, contained in the following provisions:






	 	(a)	 	Upon the grant of Restricted Stock, the Committee shall cause a stock
certificate registered in the name of the Participant to be issued and, if the
Committee determines that the Restricted Stock shall be held by the Company or in
escrow rather than delivered to the Participant pending the release of applicable
restrictions, the Committee may require the Participant to also execute and deliver to
the Company (i) an escrow agreement satisfactory to the Committee, if applicable, and
(ii) the appropriate stock power (endorsed in blank) with respect to the Restricted
Stock covered by such agreement. If a Participant shall fail to execute an agreement
evidencing an award of Restricted Stock and, if applicable, an escrow agreement and
blank stock power within the amount of time specified by the Committee, the award of
Restricted Stock shall be null and void. Subject to the restrictions set forth in this
Section 8 and the applicable Evidence of Award, the Participant generally shall have
the rights and privileges of a stockholder as to such Restricted Stock, including
without limitation the right to vote such Restricted Stock. To the extent shares of
Restricted Stock are forfeited, any stock certificates issued to the Participant
evidencing such shares shall be returned to the Company, and all rights of the
Participant to such shares and as a stockholder with respect thereto shall terminate
without further obligation on the part of the Company.




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	 	(b)	 	Unless a longer Restricted Period is provided by the Committee in an applicable
Evidence of Award, for purposes of this Plan, the Restricted Period shall lapse to the
extent of one-third of the Restricted Stock and Restricted Stock Units covered thereby
one year after the Date of Grant and to the extent of an additional one-third of such
Restricted Stock and Restricted Stock Units after each of the next two successive years
thereafter. The unvested portion of Restricted Stock and Restricted Stock Units shall
terminate and be forfeited upon termination of employment or service of the Participant
granted the applicable Award.
	 
	 	(c)	 	Each such grant shall provide that the Restricted Stock covered by such grant
shall be, to the extent that the Restricted Period has not lapsed in accordance with
Section 8(b) hereof, subject, except (if the Committee shall so determine) in the event
of a Change in Control or other similar transaction or event, to a “substantial risk of
forfeiture” within the meaning of Section 83 of the Code. Upon the occurrence of a
Change in Control, the Restricted Period for the Restricted Stock and Restricted Stock
Units that have not theretofore vested, or been canceled or forfeited pursuant to any
provision hereof, shall automatically lapse.
	 
	 	(d)	 	Each such grant shall provide that during the Restricted Period, the
transferability of the Restricted Stock and Restricted Stock Units shall be prohibited
or restricted in the manner and to the extent prescribed by the Committee at the Date
of Grant (which restrictions may include, without limitation, rights of repurchase or
first refusal in the Company or provisions subjecting the Restricted Stock to a
continuing substantial risk of forfeiture in the hands of any transferee).
	 
	 	(e)	 	(i) Upon the expiration of the Restricted Period with respect to any shares of
Restricted Stock, the restrictions set forth in the applicable Evidence of Award shall
be of no further force or effect with respect to such shares, except as set forth in
the applicable Evidence of Award. If an escrow arrangement is used, upon such
expiration, the Company shall deliver to the Participant, or his or her Beneficiary,
without charge, the stock certificate evidencing the shares of Restricted Stock that
have not then been forfeited and with respect to which the Restricted Period has
expired (rounded down to the nearest full share). Dividends, if any, that may have
been withheld by the Committee and attributable to any particular share of Restricted
Stock shall be distributed to the Participant in cash or, at the sole discretion of the
Committee, in shares of Common Stock having a Fair Market Value equal to the amount of
such dividends, upon the release of restrictions on such share and, if such share is
forfeited, the Participant shall have no right to such dividends (except as otherwise
set forth by the Committee in the applicable Evidence of Award).
	 
	 	(ii)	 	Unless otherwise provided by the Committee in the Evidence of Award, upon the
expiration of the Restricted Period with respect to any outstanding Restricted Stock
Units, the Company shall deliver to the Participant, or his or her beneficiary,
without charge, one share of Common Stock for each such outstanding Restricted Stock
Unit; provided, however, that the Committee may, in its sole discretion, elect to
(1) pay cash or part cash and part Common Stock in lieu of delivering only shares of
Common Stock in respect of such Restricted Stock Units or (2) defer the delivery of
Common Stock (or cash or part Common Stock and part cash, as the case may be) beyond
the expiration of the Restricted Period. If a cash payment is made in lieu of
delivering shares of Common Stock, the amount of such payment shall be equal to the
Fair Market Value of the Common Stock as of the date on which the Restricted Period
lapsed with respect to such Restricted Stock Units, less an amount equal to any
federal, state, local and non-U.S. income and employment taxes required to be
withheld.




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	 	(f)	 	Each certificate representing Restricted Stock awarded under the Plan shall
bear a legend substantially in the form of the following in addition to any other
information the Company deems appropriate until the lapse of all restrictions with
respect to such Common Stock:






	 	 	 	The transferability of this certificate and the
shares of stock represented hereby are subject to the
restrictions, terms and conditions (including
forfeiture provisions and restrictions against
transfer) contained in the Waste Services, Inc. 2007
Equity and Performance Incentive Plan and Restricted
Stock Award Agreement entered into between the
registered owner of such shares and Waste Services,
Inc. A copy of such Plan and Award Agreement is on
file in the office of the Secretary of Waste
Services, Inc., 1122 International Boulevard, Suite
601, Burlington, ON L7L 6Z8.






	 	 	 	Such legend shall not be removed from the certificate evidencing such shares until
the Restricted Period for such Restricted Stock has lapsed pursuant to the terms
hereof.






	9.	 	Performance Compensation Awards






	 	(a)	 	The Committee shall have the authority, at the time of grant of any Award
described in Sections 6 through 8 of the Plan and pursuant to Section 10 of the Plan,
to designate such Award as a Performance Compensation Award intended to qualify as
“performance-based compensation” under Section 162(m) of the Code.
	 
	 	(b)	 	The Committee shall have sole discretion to select the length of the
Performance Period (provided that the vesting period shall not be less than one year),
the type(s) of Performance Compensation Awards to be issued, the Performance Objectives
that will be used to establish the Performance Goal(s), the kind(s) and/or level(s) of
the Performance Goals(s) that are to apply and the Performance Formula. Within the
first 90 days of a Performance Period (or, if longer or shorter, within the maximum
period allowed under Section 162(m) of the Code), the Committee shall, with regard to
the Performance Compensation Awards to be issued for such Performance Period, exercise
its discretion with respect to each of the matters enumerated in the immediately
preceding sentence and record the same in writing.
	 
	 	(c)	 	Any one or more of the Performance Objectives may be used on an absolute or
relative basis to measure the performance of the Company and/or one or more Affiliates
as a whole or any business unit(s) of the Company and/or one or more Affiliates or any
combination thereof, as the Committee may deem appropriate, or any of the Performance
Objectives may be compared to the performance of a selected group of comparison
companies, or a published or special index that the Committee, in its sole discretion,
deems appropriate, or as compared to various stock market indices. The Committee also
has the authority to provide for accelerated vesting of any Award based on the
achievement of Performance Goals pursuant to the Performance Objectives established by
the Committee. To the extent required under Section 162(m) of the Code, the Committee
shall, within the first 90 days of a Performance Period (or, if longer or shorter,
within the maximum period allowed under Section 162(m) of the Code), define in an
objective fashion the manner of calculating the Performance Objectives it selects to
use for such Performance Period and thereafter promptly communicate such Performance
Objectives to the Participant.




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	 	(d)	 	In the event that applicable tax and/or securities laws change to permit
Committee discretion to alter the governing Performance Objectives without obtaining
stockholder approval of such alterations, the Committee shall have sole discretion to
make such alterations without obtaining stockholder approval. The Committee is
authorized at any time during the first 90 days of a Performance Period (or, if longer
or shorter, within the maximum period allowed under Section 162(m) of the Code), or at
any time thereafter to the extent the exercise of such authority at such time would not
cause the Performance Compensation Awards granted to any Participant for such
Performance Period to fail to qualify as “performance-based compensation” under Section
162(m) of the Code, in its sole discretion, to adjust or modify the calculation of a
Performance Goal for such Performance Period, based on and in order to appropriately
reflect the following events: (i) asset write-downs; (ii) litigation or claim
judgments or settlements; (iii) the effect of changes in tax laws, accounting
principles, or other laws or regulatory rules affecting reported results; (iv) any
reorganization and restructuring programs; (v) extraordinary nonrecurring items as
described in Accounting Principles Committee Opinion No. 30 (or any successor
pronouncement thereto) and/or in management’s discussion and analysis of financial
condition and results of operations appearing in the Company’s annual report to
stockholders for the applicable year; (vi) acquisitions or divestitures; (vii) any
other specific unusual or nonrecurring events, or objectively determinable category
thereof; (viii) foreign exchange gains and losses; and (ix) a change in the Company’s
fiscal year.
	 
	 	(e)	 	Unless otherwise provided in the applicable Evidence of Award, a Participant
must be employed by the Company on the last day of a Performance Period to be eligible
for payment in respect of a Performance Compensation Award for such Performance Period.
	 
	 	(f)	 	A Participant shall be eligible to receive payment in respect of a Performance
Compensation Award only to the extent that: (A) the Performance Goals for such period
are achieved; and (B) all or some of the portion of such Participant’s Performance
Compensation Award has been earned for the Performance Period based on the application
of the Performance Formula to such achieved Performance Goals.
	 
	 	(g)	 	Following the completion of a Performance Period, the Committee shall review
and certify in writing whether, and to what extent, the Performance Goals for the
Performance Period have been achieved and, if so, calculate and certify in writing that
amount of the Performance Compensation Awards earned for the period based upon the
Performance Formula. The Committee shall then determine the amount of each
Participant’s Performance Compensation Award actually payable for the Performance
Period and, in so doing, the Committee may reduce or eliminate the amount of the
Performance Compensation Award earned under the Performance Formula in the Performance
Period if, in its sole judgment, such reduction or elimination is appropriate. The
Committee shall not have the discretion, except as is otherwise provided in the Plan,
to (A) grant or provide payment in respect of Performance Compensation Awards for a
Performance Period if the Performance Goals for such Performance Period have not been
attained; or (B) increase a Performance Compensation Award above the applicable
limitations set forth in Section 3 of the Plan.






	10.	 	Other Awards
	 
	 	 	Stock Bonuses






	 	 	 	The Committee may issue unrestricted Common Stock, or other Awards denominated in
Common Stock, under the Plan to Eligible Persons, either alone or in tandem with
other awards, in such amounts as the Committee shall from time to time in its sole
discretion




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	 	 	 	determine. Each Stock Bonus Award granted under the Plan shall be evidenced by
Evidence of an Award. Each Stock Bonus Award so granted shall be subject to such
conditions not inconsistent with the Plan as may be reflected in the applicable
Evidence of Award.






	11.	 	Awards to Non-Employee Directors






	 	(a)	 	The Committee (which for the purposes of this Section shall consist of
independent directors) may, from time to time and upon such terms and conditions as it
may determine, authorize the grant to Non-Employee Directors of Stock Awards upon terms
and conditions consistent with Sections 6, 7, 8, 9 and 10 of the Plan, except that the
unvested portion of an Option Right or Stock Appreciation Rights shall automatically be
forfeited upon termination of service on the Board and the vested portion of such
Option Rights and Stock Appreciation Rights shall remain exercisable for (A) one year
after such termination other than by reason of death or disability (as determined by
the Committee in its sole discretion), or on their stated expiration date, whichever
occurs first; provided, however, that any Option Rights or Stock Appreciation Rights
may provide that a Non-Employee Director will be entitled to exercise any such Option
Rights immediately in full at any time after any such termination until their stated
expiration date if the sum of his or her period of service on the Board and his or her
specified age equals 70 (“Rule of 70”); or (B) three years after the Non-Employee
Director’s death or disability, but in no event after the expiration date of the term
of such Option Rights or Stock Appreciation Rights. The Committee, in its discretion,
may amend the exercise period specified herein.
	 
	 	(b)	 	If a Non-Employee Director subsequently becomes an employee of the Company or
an Affiliate while remaining a member of the Board, any Awards held under the Plan by
such individual at the time of such commencement of employment shall not be affected
thereby.






	12.	 	Fractional Shares
	 
	 	 	The Company shall not be required to issue any fractional shares of Common Stock pursuant to
this Plan. The Committee may provide for the elimination of fractions or for the settlement
of fractions in cash.
	 
	13.	 	Transferability






	 	(a)	 	Each Award shall be exercisable only by a Participant during the Participant’s
lifetime, or, if permissible under applicable law, by the Participant’s legal guardian
or representative. No Award may be assigned, alienated, pledged, attached, sold or
otherwise transferred or encumbered by a Participant other than by will or by the laws
of descent and distribution and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable against the
Company or an Affiliate; provided that the designation of a Beneficiary shall not
constitute an assignment, alienation, pledge, attachment, sale, transfer or
encumbrance.
	 
	 	(b)	 	Notwithstanding the foregoing, the Committee may, in its sole discretion,
permit Awards (other than Incentive Stock Options) to be transferred by a Participant,
without consideration, subject to such rules as the Committee may adopt consistent with
any applicable Evidence of Award to preserve the purposes of the Plan, to: (A) an
Immediate Family Member; (B) a trust solely for the benefit of the Participant and his
or her Immediate Family Members; or (C) a partnership or limited liability company
whose only partners or stockholders are the Participant and his or her Immediate Family
Members; or




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	 	 	 	(D) any other transferee as may be approved either (I) by the Committee in its sole
discretion, or (II) as provided in the applicable Evidence of Award (each transferee
described in clauses (A), (B) (C) and (D) above is hereinafter referred to as a
“Permitted Transferee”); provided, that the Participant gives the
Committee advance written notice describing the terms and conditions of the proposed
transfer and the Committee notifies the Participant in writing that such a transfer
would comply with the requirements of the Plan. The terms of any award transferred
in accordance with the immediately preceding sentence shall apply to the Permitted
Transferee and any reference in the Plan, or in any applicable Evidence of Award, to
a Participant shall be deemed to refer to the Permitted Transferee, except that (A)
Permitted Transferees shall not be entitled to transfer any Award, other than by
will or the laws of descent and distribution; (B) Permitted Transferees shall not be
entitled to exercise any transferred Option Right unless there shall be in effect a
registration statement on an appropriate form covering the shares of Common Stock to
be acquired pursuant to the exercise of such Option Right if the Committee
determines, consistent with any applicable Evidence of Award, that such a
registration statement is necessary or appropriate; (C) the Committee or the Company
shall not be required to provide any notice to a Permitted Transferee, whether or
not such notice is or would otherwise have been required to be given to the
Participant under the Plan or otherwise; and (D) the consequences of the termination
of the Participant’s employment by, or services to, the Company or an Affiliate
under the terms of the Plan and the applicable Evidence of Award shall continue to
be applied with respect to the Participant, including, without limitation, that an
Option Right shall be exercisable by the Permitted Transferee only to the extent,
and for the periods, specified in the Plan and the applicable Evidence of Award.






	14.	 	Right of Recapture






	 	 	 	If at any time within one year after the date on which a Participant exercises an
Option Right, or Stock Appreciation Right, or on which the Restricted Period for
shares of Restricted Stock or a Restricted Stock Unit lapses, (each of which events
shall be a “realization event”), if the Committee determines in its discretion that
the Company or any Affiliate has been materially harmed by the Participant as a
result of any activity of the Participant determined by the Committee to be in
competition with any activity of the Company or any Affiliate, (including, but not
limited to, accepting employment with or serving as a consultant, advisor or in any
other capacity to an entity that is in competition with or acting against the
interests of the Company or any Affiliate), then any gain realized by the
Participant from the realization event shall be paid by the Participant to the
Company upon notice from the Company. Such gain shall be determined as of the date
of the realization event, without regard to any subsequent change in the Fair Market
Value of a share of Common Stock. The Company shall have the right to offset such
gain against any amounts otherwise owed to the Participant by the Company (whether
as wages, vacation pay, or pursuant to any benefit plan or other compensatory
arrangement).






	15.	 	Adjustment Upon Changes in Capital Structure and Other Events






	 	(a)	 	In the event of (A) any dividend or other distribution (whether in the form of
cash, shares of Common Stock, other securities or other property, including without
limitation an extraordinary cash dividend), recapitalization, stock split, reverse
stock split, reorganization, merger, consolidation, split-up, split-off, combination,
repurchase or exchange of shares of Common Stock or other securities of the Company,
issuance of warrants or other rights to acquire shares of Common Stock or other
securities of the Company, or other similar corporate transaction or event (including,
without limitation, a




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	 	 	 	Change in Control) that affects the shares of Common Stock, or (B) unusual or
nonrecurring events (including, without limitation, a Change in Control) affecting
the Company, any Affiliate, or the financial statements of the Company or any
Affiliate, or changes in applicable rules, rulings, regulations or other
requirements of any governmental body or securities exchange or inter-dealer
quotation system, accounting principles or law, such that in either case an
adjustment is determined by the Committee in its sole discretion to be necessary or
appropriate, then the Committee shall make any such adjustments in such manner as it
may deem equitable, including without limitation any or all of the following:






	 	(i)	 	adjusting any or all of (A) the number of shares of Common
Stock or other securities of the Company (or number and kind of other
securities or other property) that may be delivered in respect of Awards or
with respect to which Awards may be granted under the Plan (including, without
limitation, adjusting any or all of the limitations under Section 3 of the
Plan) and (B) the terms of any outstanding Award, including, without
limitation, (1) the number of shares of Common Stock or other securities of the
Company (or number and kind of other securities or other property) subject to
outstanding Awards or to which outstanding Awards relate, (2) the Option Price
with respect to any Award or (3) any applicable performance measures
(including, without limitation, Performance Objectives and Performance Goals);
	 
	 	(ii)	 	providing for a substitution or assumption of Awards,
accelerating the exercisability of, lapse of restrictions on, or termination
of, Awards or providing for a period of time for exercise prior to the
occurrence of such event; and
	 
	 	(iii)	 	cancelling any one or more outstanding Awards and causing to
be paid to the holders thereof, in cash, shares of Common Stock, other
securities or other property, or any combination thereof, the value of such
Awards, if any, as determined by the Committee (which if applicable may be
based upon the price per share of Common Stock received or to be received by
other stockholders of the Company in such event), including without limitation,
in the case of an outstanding Option Right or SAR, a cash payment in an amount
equal to the excess, if any, of the Fair Market Value (as of a date specified
by the Committee) of the shares of Common Stock subject to such Option Right or
SAR over the aggregate Option Price of such Option Right or exercise price of
the SAR, respectively (it being understood that, in such event, any Option
Right or SAR having a per share Option Price or exercise price equal to, or in
excess of, the Fair Market Value of a share of Common Stock subject thereto may
be canceled and terminated without any payment or consideration therefor);






	 	 	 	provided, however, that in the case of any “equity restructuring”
(within the meaning of the Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 123 (revised 2004)), the Committee shall make an
equitable or proportionate adjustment to outstanding Awards to reflect such equity
restructuring. Any adjustment in Incentive Stock Options under this Section 15
(other than any cancellation of Incentive Stock Options) shall be made only to the
extent not constituting a “modification” within the meaning of Section 424(h)(3) of
the Code, and any adjustments under this Section 15 shall be made in a manner that
does not adversely affect the exemption provided pursuant to Rule 16b-3. The
Company shall give each Participant notice of an adjustment hereunder and, upon
notice, such adjustment shall be conclusive and binding for all purposes.




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	 	(b)	 	Except as expressly provided in the Plan, no Participant shall have any rights
by reason of any subdivision or consolidation of shares of stock of any class, the
payment of any dividend, any increase or decrease in the number of shares of stock of
any class or any dissolution, liquidation, merger or consolidation of the Company or
any other corporation. Except as expressly provided in the Plan, no issuance by the
Company of shares of stock of any class, or securities convertible into shares of stock
of any class, shall affect, and no adjustment by reason thereof shall be made with
respect to, the number of shares of Common Stock subject to a Stock Award or the Option
Price of any Option Right or the exercise price of any SAR.






	16.	 	Rights as a Stockholder
	 
	 	 	No person shall have any rights as a stockholder with respect to any shares of Common Stock
covered by or relating to any Award granted pursuant to this Plan until the date that the
Participant becomes the registered owner of such shares. Except as otherwise expressly
provided in Section 15 hereof, no adjustment to any Stock Award shall be made for dividends
or other rights for which the record date occurs prior to the date such stock certificate is
issued.
	 
	17.	 	No Special Employment Rights; No Right to Stock Award






	 	(a)	 	No employee of the Company or an Affiliate, or other person, shall have any
claim or right to be granted an Award under the Plan or, having been selected for the
grant of an Award, to be selected for a grant of any other Award. There is no
obligation for uniformity of treatment of Participants or holders or beneficiaries of
Awards. The terms and conditions of Awards and the Committee’s determinations and
interpretations with respect thereto need not be the same with respect to each
Participant and may be made selectively among Participants, whether or not such
Participants are similarly situated. Neither the Plan nor any action taken hereunder
shall be construed as giving any Participant any right to be retained in the employ or
service of the Company or an Affiliate, nor shall it be construed as giving any
Participant any rights to continued service on the Board. The Company or any of its
Affiliates may at any time dismiss a Participant from employment or discontinue any
consulting relationship, free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or any Evidence of Award. By accepting an
Award under the Plan, a Participant shall thereby be deemed to have waived any claim to
continued exercise or vesting of an Award or to damages or severance entitlement
related to non-continuation of the Award beyond the period provided under the Plan or
any Evidence of Award, notwithstanding any provision to the contrary in any written
employment contract or other agreement between the Company and its Affiliates and the
Participant, whether any such agreement is executed before, on or after the date of
grant of an Award.
	 
	 	(b)	 	Unless determined otherwise by the Committee at any point following such event:
(i) neither a temporary absence from employment or service due to illness, vacation or
leave of absence nor a transfer from employment or service with the Company to
employment or service with an Affiliate (or vice-versa) shall be considered a
termination of employment or service with the Company or an Affiliate; and (ii) if a
Participant’s employment with the Company and its Affiliates terminates, but such
Participant continues to provide services to the Company and its Affiliates in a
non-employee capacity (or vice-versa), such change in status shall not be considered a
termination of employment with the Company or an Affiliate. Whether an authorized leave
of absence, or absence in military or government service, shall constitute termination
of employment shall be determined by the Committee in its absolute discretion, subject
to applicable law.




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	18.	 	Securities Matters






	 	(a)	 	The Company shall be under no obligation to effect the registration pursuant to
the Securities Act of any interests in the Plan or any shares of Common Stock to be
issued hereunder or to effect similar compliance under any state laws. Notwithstanding
anything herein to the contrary, the Company shall not be obligated to cause to be
issued or delivered any certificates evidencing shares of Common Stock pursuant to the
Plan unless and until the Company is advised by its counsel that the issuance and
delivery of such certificates is in compliance with all applicable laws, regulations of
governmental authority and the requirements of any securities exchange on which shares
of Common Stock are traded. The Committee may require, as a condition of the issuance
and delivery of certificates evidencing shares of Common Stock pursuant to the terms
hereof, and without limiting the generality of Section 8 of the Plan, that the
recipient of such shares make such covenants, agreements and representations, and that
such certificates bear such legends, as the Committee, in its sole discretion, deems
necessary or desirable.
	 
	 	(b)	 	The exercise of any Option Right granted hereunder shall be effective only at
such time as counsel to the Company shall have determined that the issuance and
delivery of shares of Common Stock pursuant to such exercise is in compliance with all
applicable laws, regulations of governmental authority and the requirements of any
securities exchange on which shares of Common Stock are traded. The Committee may, in
its sole discretion, defer the effectiveness of any exercise of an Option Right granted
hereunder in order to allow the issuance of shares of Common Stock pursuant thereto to
be made pursuant to registration or an exemption from registration or other methods for
compliance available under federal or state securities laws. The Committee shall
inform the Participant in writing of its decision to defer the effectiveness of the
exercise of an Option Right granted hereunder. During the period that the
effectiveness of the exercise of an Option Right has been deferred, the Participant
may, by written notice, withdraw such exercise and obtain a refund of any amount paid
with respect thereto.
	 
	 	(c)	 	The Committee may cancel an Award or any portion thereof if it determines, in
its sole discretion, that legal or contractual restrictions and/or blockage and/or
other market considerations would make the Company’s acquisition of shares of Common
Stock from the public markets, the Company’s issuance of Common Stock to the
Participant, the Participant’s acquisition of Common Stock from the Company and/or the
Participant’s sale of Common Stock to the public markets, illegal, impracticable or
inadvisable. If the Committee determines to cancel all or any portion of an Award in
accordance with the foregoing, the Company shall pay to the Participant an amount equal
to the excess of (A) the aggregate Fair Market Value of the shares of Common Stock
subject to such Award or portion thereof canceled (determined as of the applicable
exercise date, or the date that the shares would have been vested or delivered, as
applicable), over (B) the aggregate exercise price or Option Price (in the case of a
SAR or Option Right, respectively) or any amount payable as a condition of delivery of
shares of Common Stock (in the case of any other Award). Such amount shall be
delivered to the Participant as soon as practicable following the cancellation of such
Award or portion thereof.






	19.	 	Witholding Taxes






	 	(a)	 	A Participant shall be required to pay to the Company or any Affiliate, and the
Company or any Affiliate shall have the right and is hereby authorized to withhold,
from any cash, shares of Common Stock, other securities or other property deliverable
under any Award or from any compensation or other amounts owing to a Participant, the
amount (in cash,




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	 	 	 	Common Stock, other securities or other property) of any required withholding taxes
in respect of an Award, its exercise, or any payment or transfer under an Award or
under the Plan and to take such other action as may be necessary in the opinion of
the Committee or the Company to satisfy all obligations for the payment of such
withholding and taxes.
	 
	 	(b)	 	Without limiting the generality of clause (a) above, the Committee may, in its
sole discretion, permit a Participant to satisfy, in whole or in part, the foregoing
withholding liability by (A) the delivery of shares of Common Stock (which are not
subject to any pledge or other security interest and are Mature Shares) owned by the
Participant having a Fair Market Value equal to such withholding liability, or (B)
having the Company withhold from the number of shares of Common Stock otherwise
issuable or deliverable pursuant to the exercise or settlement of the Award a number of
shares with a Fair Market Value equal to such withholding liability (but no more than
the minimum required statutory withholding liability).






	20.	 	Amendment or Termination of the Plan






	 	(a)	 	The Board may amend, alter, suspend, discontinue, or terminate the Plan or any
portion thereof at any time; provided, that (i) no amendment to Section 9 (c), the
definition of Performance Objectives or Section 20(b) (to the extent required by the
provison in such Section 20(b)) shall be made without stockholder approval and (ii) no
such amendment, alteration, suspension, discontinuation or termination shall be made
without stockholder approval if such approval is necessary to comply with any tax or
regulatory requirement applicable to the Plan (including, without limitation, as
necessary to comply with any rules or requirements of any securities exchange or
inter-dealer quotation system on which the shares of Common Stock may be listed or
quoted or to prevent the Company from being denied a tax deduction under Section 162(m)
of the Code); provided, further, that any such amendment, alteration, suspension,
discontinuance or termination that would materially and adversely affect the rights of
any Participant or any holder or beneficiary of any Award theretofore granted shall not
to that extent be effective without the consent of the affected Participant, holder or
Beneficiary.
	 
	 	(b)	 	The Committee may, to the extent consistent with the terms of any applicable
Evidence of Award, waive any conditions or rights under, amend any terms of, or alter,
suspend, discontinue, cancel or terminate, any Award theretofore granted or the
associated Evidence of Award, prospectively or retroactively; provided that any such
waiver, amendment, alteration, suspension, discontinuance, cancellation or termination
that would materially and adversely affect the rights of any Participant with respect to
any Award theretofore granted shall not to that extent be effective without the consent
of the affected Participant; provided, further, that without stockholder approval,
except as otherwise permitted under Section 15 of the Plan, (i) no amendment or
modification may reduce the Exercise Price of any Option Right or the Strike Price of
any SAR, (ii) the Committee may not cancel any outstanding Option Right or SAR and
replace it with a new Option Right or SAR, another Award or cash and (iii) the Committee
may not take any other action that is considered a “repricing” for purposes of the
stockholder approval rules of the applicable securities exchange or inter-dealer
quotation system on which the Common Stock is listed or quoted.
	 
	 	(c)	 	In case of termination of employment by reason of death, disability or
Retirement, or in the case of hardship or other special circumstances, of a Participant
who holds an Option Right or Appreciation Right not immediately exercisable in full, or
any shares of Restricted Stock as to which the substantial risk of forfeiture or the
prohibition or




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	 	 	 	restriction on transfer has not lapsed, or any unvested Restricted Stock Units, the
Committee may, in its sole discretion, accelerate the time at which such Option
Right or Appreciation Right may be exercised or the time at which such substantial
risk of forfeiture or prohibition or restriction on transfer will lapse or the time
when such transfer restriction will terminate or may waive any other limitation or
requirement under any such Award.






	21.	 	No Obligation to Exercise
	 
	 	 	Subject to Section 7(h), with respect to the deemed exercise of Stock Appreciation Rights
upon their expiration, the grant to a Participant of an Option Right or Stock Appreciation
Right shall impose no obligation upon such Participant to exercise such Option Right or
Stock Appreciation Right.
	 
	22.	 	Transfers Upon Death
	 
	 	 	Upon the death of a Participant, outstanding Awards granted to such Participant may be
exercised only by the executors or administrators of the Participant’s estate or by any
person or persons who shall have acquired such right to exercise by will or by the laws of
descent and distribution. No transfer by will or the laws of descent and distribution of
any Stock Award, or the right to exercise any Award, shall be effective to bind the Company
unless the Committee shall have been furnished with (i) written notice thereof and with a
copy of the will and/or such evidence as the Committee may deem necessary to establish the
validity of the transfer and (ii) an agreement by the transferee to comply with all the
terms and conditions of the Stock Award that are or would have been applicable to the
Participant and to be bound by the acknowledgments made by the Participant in connection
with the grant of the Stock Award. In the event that at any time any doubt exists as to the
right of any person to exercise or receive a payment under a Stock Award, the Committee
shall be entitled, in its discretion, to delay such exercise or payment until it is
satisfied that such right has been confirmed (which may, but need not be, by order of a
court of competent jurisdiction), or to permit such exercise or make payment only upon
receipt of a bond or similar indemnification (in such amount and in such form as is
satisfactory to the Committee). Except as provided in this Section 22 or otherwise provided
in the Plan or any applicable Evidence of Award with respect to transfers to Immediate
Family Members or trusts for the benefit of Immediate Family Members, no Stock Award shall
be transferable, and Stock Awards shall be exercisable only by a Participant during the
Participant’s lifetime.
	 
	23.	 	Expenses and Receipts
	 
	 	 	The expenses related to administering the Plan shall be paid by the Company. Any proceeds
received by the Company in connection with any Stock Award will be used for general
corporate purposes.
	 
	24.	 	Compliance with Rule 16b-3
	 
	 	 	It is intended that the Plan be applied and administered in compliance with Rule 16b-3. If
any provision of the Plan would be in violation of Rule 16b-3 if applied as written, such
provision shall not have effect as written and shall be given effect so as to comply with
Rule 16b-3, as determined be the Committee. The Committee is authorized to amend the Plan
and to make any such modifications to Evidence of Awards to comply with Rule 16b-3, as it
may be amended from time to time, and to make any other such amendments or modifications
deemed necessary or appropriate to better accomplish the purposes of the Plan in light of
any amendments made to Rule 16b-3.




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	25.	 	Failure to Comply
	 
	 	 	In addition to the remedies of the Company elsewhere provided for herein, a failure by a
Participant (or Beneficiary or permitted transferee) to comply with any of the terms and
conditions of the Plan or the agreement executed by such Participant (or Beneficiary or
permitted transferee) evidencing a Stock Award, unless such failure is remedied by such
Participant (or Beneficiary or permitted transferee) within ten days after having been
notified of such failure by the Committee, shall be grounds for the cancellation and
forfeiture of such Stock Award, in whole or in part, as the Committee, in its absolute
discretion, may determine.
	 
	26.	 	Effective Date of Plan
	 
	 	 	The Plan was adopted by the Board of Directors on July 24, 2007, subject to approval by the
stockholders of the Company. Stock Awards may be granted under the Plan at any time prior
to the receipt of such stockholder approval; provided, however, that each such grant shall
be subject to such approval. Without limitation on the foregoing, no Option Right, or SAR
may be exercised prior to the receipt of such approval and no share certificate shall be
issued pursuant to a grant of Restricted Stock or Stock Bonus prior to the receipt of such
approval.
	 
	27.	 	Term of the Plan
	 
	 	 	No grant shall be made under this Plan more than ten years after the date that this Plan is
adopted by the Board, but all grants made on or prior to such date shall continue in effect
thereafter subject to the terms thereof and of this Plan.
	 
	28.	 	Sevarability of Provisions
	 
	 	 	If any provision of this Plan is held to be invalid or unenforceable, the other provisions
of the Plan shall not be affected but shall be applied as if the invalid or unenforceable
provision had not been included in the Plan.
	 
	29.	 	Applicable Law
	 
	 	 	The Plan and all Awards granted and actions taken thereunder shall be governed by and
construed in accordance with the internal substantive laws of the State of Delaware.
	 
	30.	 	Payments to Persons Other than Participants
	 
	 	 	If the Committee shall find that any person to whom any amount is payable under the Plan is
unable to care for his or her affairs because of illness or accident, or is a minor, or has
died, then any payment due to such person or his or her estate (unless a prior claim
therefor has been made by a duly appointed legal representative) may, if the Committee so
directs the Company, be paid to his or her spouse, child, relative, an institution
maintaining or having custody of such person, or any other person deemed by the Committee to
be a proper recipient on behalf of such person otherwise entitled to payment. Any such
payment shall be a complete discharge of the liability of the Committee and the Company
therefor.




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	31.	 	Non-Exclusivity of Plan
	 
	 	 	Neither the adoption of this Plan by the Board nor the submission of this Plan to the
stockholders of the Company for approval shall be construed as creating any limitations on
the power of the Board to adopt such other incentive arrangements as it may deem desirable,
including, without limitation, the granting of stock options otherwise than under this Plan,
and such arrangements may be either applicable generally or only in specific cases.
	 
	32.	 	Reliance on Reports
	 
	 	 	Each member of the Committee and each member of the Board shall be fully justified in acting
or failing to act, as the case may be, and shall not be liable for having so acted or failed
to act in good faith, in reliance upon any report made by the independent public accountant
of the Company and its Affiliates and/or any other information furnished in connection with
the Plan by any agent of the Company or the Committee or the Board, other than himself or
herself.
	 
	33.	 	Other Agreements
	 
	 	 	The Committee may require as a condition to the front of and/or receipt of shares of Company
Stock under an Award, that the Participant execute lock-up, shareholder or other agreements,
as it may determine in its sole and absolute discretion.






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