**Exhibit 10.27**

 

**DAN RIVER INC.**

**2003 LONG-TERM INCENTIVE PLAN**

 

**1. PURPOSE.**

 

The purpose of this Plan is to attract and retain Key Employees andNon-Employee Directors for Dan River and to provide such persons with incentives and rewards for superior performance and increased shareholder value. This Plan will authorize the Committee to grant Incentive Stock Options, Non-Qualified StockOptions, Restricted Stock, Stock Appreciation Rights, Deferred Shares, Performance Shares, Performance Units and Other Stock-Based Awards to those officers, Key Employees and Non-Employee Directors who are selected to participate in the Plan.

 

**2. DEFINITIONS.**

 

As used in this Plan, the following terms shall be defined as set forthbelow: 

 

“AFFILIATE” means (i) anyentity that, directly or indirectly, is controlled by the Company, (ii) any entity in which the Company has a significant equity interest, (iii) an affiliate of the Company, as defined in Rule 12b-2 promulgated under Section 12 of the Exchange Act,and (iv) any entity in which the Company has at least twenty percent (20%) of the combined voting power of the entity’s outstanding voting securities, in each case as designated by the Board as being a participating employer in the Plan.

 

“AWARD” means any Option, StockAppreciation Right, Restricted Shares, Deferred Shares, Performance Shares, Performance Units or Other Stock-Based Awards granted under the Plan, whether singly, in combination, or in tandem, to a Participant by the Committee pursuant to such terms,conditions, restrictions and/or limitations, if any, as the Committee may establish. 

 

“AWARD AGREEMENT” means any written agreement, contract, or other instrument or document evidencing any Award, which may, butneed not, be executed or acknowledged by a Participant. 

 

“BASE PRICE” means the price to be used as the basis for determining the Spread upon the exercise of a Stock Appreciation Right. 

 

“BOARD” means the Board of Directors of Dan River Inc. 

 

“CHANGE IN CONTROL” means a change in control of the Company of anature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A 

 

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promulgated under the Exchange Act as in effect at the time of such “change in control”, provided that such achange in control shall be deemed to have occurred at such time as 

 

(i) any “person” (as that term is used in Sections 13(d) and 14(d)(2) of the Exchange Act), other than Joseph L. Lanier, Jr., is or becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) directly orindirectly, of securities representing 30% or more of the combined voting power for election of directors of the then outstanding securities of the Company or any successor of the Company; 

 

(ii) during any period of two consecutive years or less, individuals who atthe beginning of such period constitute the Board cease, for any reason, to constitute at least a majority of the Board, unless the election or nomination for election of each new director was approved by a vote of at least two-thirds of thedirectors then still in office who were directors at the beginning of the period; 

 

(iii) the shareholders of the Company approve any reorganization, merger, consolidation or share exchange as a result of which the common stock of the Company shall be changed, converted or exchanged into or forsecurities of another corporation (other than a merger with a wholly-owned subsidiary of the Company) or any dissolution or liquidation of the Company or any sale or the disposition of 50% or more of the assets or business of the Company; or

 

(iv) the shareholders of the Company approve anyreorganization, merger, consolidation or share exchange unless (A) the persons who were the beneficial owners of the outstanding shares of the common stock of the Company immediately before the consummation of such transaction beneficially own morethan 66 2/3% of the outstanding shares of the common stock of the successor or survivor corporation in suchtransaction immediately following the consummation of such transaction and (B) the number of shares of the common stock of such successor or survivor corporation beneficially owned by the persons described in § 1.3(iv)(A) immediately followingthe consummation of such transaction is beneficially owned by each such person in substantially the same proportion that each such person had beneficially owned shares of the Company common stock immediately before the consummation of suchtransaction, provided (C) the percentage described in § 1.3(iv)(A) of the beneficially owned shares of the successor or survivor corporation and the number described in § 1.3(iv)(B) of the beneficially owned shares of the successor orsurvivor corporation shall be determined exclusively by reference to the shares of the successor or survivor corporation which result from the beneficial ownership of shares of common stock of the Company by the persons described in §1.3(iv)(A) immediately before the consummation of such transaction. 

 

“CHANGE IN CONTROL DATE” means the date which includes the “closing” of the transaction which results from a Change in Control or, if there is no transaction which results from a Change in Control,the date of such Change in Control as reported by the Company to the Securities and Exchange Commission. 

 

“CODE” means the Internal Revenue Code of 1986, as amended from time to time. 

 

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“COMMITTEE” means a Committee of the Board which shall have a least 2 members,each of whom shall be appointed by and shall serve at the pleasure of the Board and all of whom shall be “disinterested persons” with respect to the Plan within the meaning of Section 16 of the Exchange Act. 

 

“COMPANY” means Dan River Inc. or any successorcorporation. 

 

“COVERED OFFICER”means at any date (i) any individual who, with respect to the previous taxable year of the Company, was a “covered employee” of the company within the meaning of Section 162(m) of the Code; provided, however, that the term “CoveredOfficer” shall not include any such individual who is designated by the Committee, in its discretion, at the time of any Award or at any subsequent time, as reasonably expected not to be such a “covered employee” with respect to thecurrent taxable year of the Company and (ii) any individual who is designated by the Committee, in its discretion, at the time of any Award or at any subsequent time, as reasonably expected to be such a “covered employee” with respect tothe current taxable year of the Company or with respect to the taxable year of the Company in which any applicable Award will be paid. 

 

“DAN RIVER” means Dan River Inc., or any successor to such corporation. 

 

“DEFERRAL PERIOD” means the period of time duringwhich Deferred Shares are subject to deferral limitations enumerated in Section 10 of this Plan. 

 

“DEFERRED SHARES” means an Award pursuant to Section 10 of this Plan providing the right to receive Shares at the end of aspecified Deferral Period. 

 

“DISABILITY” means, unless otherwise defined in the applicable Award Agreement, a disability that would qualify as a total and permanent disability under the Company’s then current long-term disability plan. 

 

“DIVIDEND EQUIVALENTS” means amounts equivalent tothe dividends paid on Shares of common stock. They may be granted in connection with Awards denominated in notional Shares, or they may be granted on a freestanding basis. 

 

“EARLY RETIREMENT” means, unless otherwise defined in the applicable Award Agreement, retirementof a Participant from the employ or service of the Company or any of its Subsidiaries or Affiliates in accordance with the terms of the applicable Company retirement plan on or after attainment of age 55. 

 

“EMPLOYEE” means any person, including an officer,employed by Dan River, a Subsidiary, Affiliate or a Parent Corporation. 

 

“EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended from time to time. 

 

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“FAIR MARKET VALUE” with respect to the Stock means (1) the closing price onany date for a share of Stock as reported by The Wall Street Journal (a) under the New York Stock Exchange Composite Transactions if Stock is traded on the New York Stock Exchange or, (b) if Stock is otherwise publicly traded, under the quotationsystem under which such closing price is reported or, (2) if The Wall Street Journal no longer reports such closing price, such closing price as reported by a newspaper or trade journal selected by the Committee or, (3) if no such closing price isavailable on such date, such closing price as so reported for the immediately preceding business day, or, (4) if no newspaper or trade journal reports such closing price or if no such price quotation is available, or if Stock is not publicly traded,the price which the Committee acting in good faith determines through any reasonable valuation method that a share of Stock might change hands between a willing buyer and a willing seller, neither being under any compulsion to buy or to sell andboth having reasonable knowledge of the relevant facts. 

 

“GRANT DATE” means the date specified by the Committee on which a grant of an Award shall become effective, which shall not be earlier than the date on which the Committee takes action with respect thereto.

 

“GRANTEE” means the person sodesignated in an agreement as the recipient of an Award granted by the Company. 

 

“HARDSHIP” means an unanticipated emergency that is caused by an event beyond the control of the Participant that would resultin severe financial hardship to the Participant resulting from (i) a sudden and unexpected illness or accident of the Participant or a dependent of the Participant, (ii) a loss of the Participant’s property due to casualty, or (iii) such otherextraordinary and unforeseeable circumstances arising as a result of events beyond the control of the Participant, all as determined in the sole discretion of the Committee. 

 

“INCENTIVE STOCK OPTION (ISO)” means any Option that is intended to qualify as an “IncentiveStock Option” under Section 422 of the Code or any successor provision. 

 

“KEY EMPLOYEE” means an Employee who, in the judgment of the Committee acting in its absolute discretion, is key to the business performance and success of Dan River. 

 

“NON-EMPLOYEE DIRECTOR” means a member of theBoard who is not an Employee. 

 

“NONQUALIFIED STOCK OPTION” or “NQSO” means an Option that is not intended to qualify as an Incentive Stock Option. 

 

“NORMAL RETIREMENT” means, unless otherwise defined in the applicable Award Agreement, retirement of a Participant from theemploy or service of the Company or any of its Subsidiaries or Affiliates in accordance with the terms of the applicable Company retirement plan at or after attainment of age 65, or if a Participant is not covered by any such plan, retirement on orafter attainment of age 65. 

 

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“OPTION” means any Option (ISO or NQSO) to purchase Shares granted under thisPlan. 

 

“OPTION PRICE” means thepurchase price payable to purchase one share upon the exercise of an Option or other Award. 

 

“OPTIONEE” means the person so designated in an agreement evidencing an outstanding Option or other Award. 

 

“OTHER STOCK-BASED AWARD” means any Award grantedunder Section 12 of the Plan. 

 

“PARENTCORPORATION” means any corporation which is a parent of Dan River within the meaning of Section 424(e) of the Code. 

 

“PARTICIPANT” means a Non-Employee Director or an Employee who is selected by the Committee to receive benefits under this Plan,provided that Non-Employee Directors shall not be eligible to receive grants of Incentive Stock Options. 

 

“PERFORMANCE OBJECTIVES” means performance goals or targets established pursuant to this Plan for Participants who have receivedgrants of Performance Shares or Performance Units or, when so determined by the Committee, Deferred Shares, Options, Restricted Shares or Other Stock-Based Awards. Performance Objectives may be described in terms of Company-wide objectives orobjectives that are related to the performance of the individual Participant or the Subsidiary, division, department or function within the Company or Subsidiary in which the Participant is employed. Any Performance Objectives applicable to Awardsintended to qualify as “performance-based compensation” under Section 162(m) of the Code shall be limited to specified levels of, or increases in, the Company’s or Subsidiary’s market share, sales, costs, return on equity,earnings per share, earnings before interest, taxes, depreciation, and amortization (EBITDA), earnings growth, return on capital, return on assets, total shareholder return and/or increase in the Fair Market Value of the Shares. Except in the caseof Performance Objectives related to an Award intended to qualify under Section 162(m) of the Code, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner inwhich it conducts its business, or other events or circumstances render the Performance Objectives unsuitable, the Committee, after the date of grant, may modify such Performance Objectives, in whole or in part, as the Committee deems appropriateand equitable. 

 

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“PERFORMANCE PERIOD” means a period of time established under Section 11 ofthis Plan within which the Performance Objectives relating to a Performance Share, Performance Unit, Option, Deferred Share or Restricted Share are to be achieved. 

 

“PERFORMANCE SHARE” means an Award pursuant to Section 11 of this Plan that provides theParticipant the opportunity to earn one or more Shares contingent upon the achievement of one or more Performance Objectives during a Performance Period. 

 

“PERFORMANCE UNIT” means an Award pursuant to Section 11 of this Plan that provides the Participant the opportunity to earn oneor more units, denominated in Shares or cash or a combination thereof, contingent upon achieving one or more Performance Objectives during a Performance Period. 

 

“PERSON” means any individual, corporation, partnership, associate, joint- stock company, trust,unincorporated organization, government or instrumentality of a government or other entity. 

 

“PLAN” means this Dan River Inc. 2003 Long-Term Incentive Plan as effective as of the date approved by the shareholders of theCompany in 2003 and as amended from time to time thereafter. 

 

“RESTRICTED SHARES” means Shares granted under Section 9 of this Plan subject to such restrictions, including, but not limited to, service requirements and/or Performance Objectives, as may be determined bythe Committee at the time of grant. 

 

“RULE 16B-3” means Rule 16B-3 of the Exchange Act and any successor provision thereto as in effect from time to time. 

 

“SHARES” or “STOCK” means shares of the Class A Common Stock of Dan River Inc., $0.01 par value, or any security intowhich Shares may be converted by reason of any transaction or event of the type referred to in Section 4 of this Plan. 

 

“SPREAD” means, in the case of a Stock Appreciation Right, the amount by which the Fair Market Value on the date when any suchright is exercised exceeds the Base Price specified in such right or, in the case of a Tandem Stock Appreciation Right, the amount by which the Fair Market Value on the date when any such right is exercised exceeds the Option Price specified in therelated Option. 

 

“STOCK APPRECIATIONRIGHT” means a right granted under Section 8 of this Plan, including a Stock Appreciation Right or a Tandem Stock Appreciation Right. 

 

“SUBSIDIARY” means a corporation or other entity (i) more than 50 percent of whose outstanding Shares or securities(representing the right to vote for the election of directors or other managing authority) are, or (ii) which does not have outstanding Shares or securities (as may be the case in a partnership, joint venture or unincorporated association), but more

 

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than 50 percent of whose ownership interest (representing the right generally to make decisions for suchother entity) is, as of the date this Plan is approved by the Board and thereafter owned or controlled directly or indirectly by the Company, provided that for purposes of determining whether any person may be a Participant for purposes of any grantof Incentive Stock Options, “Subsidiary” means any corporation in which the Company owns or controls directly or indirectly more than 50 percent of the total combined voting power represented by all classes of stock issued by suchcorporation at the time of such grant. 

 

“SUBSTITUTE AWARDS” means Awards granted solely in assumption of, or in substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines. 

 

“TANDEM STOCK APPRECIATION RIGHT” means a StockAppreciation Right granted pursuant to Section 8 of this Plan that is granted in tandem with an Option or any similar right granted under any other Plan of the Company such that the exercise of one results in the cancellation of the other.

 

“TEN PERCENT SHAREHOLDER” means aperson who owns, at the time of an Award and after taking into account the attribution rules of Section 424(d) of the Code, more than ten percent (10%) of the total combined voting power of all classes of stock of either Dan River, a Subsidiary or aParent Corporation. 

 

**3. SHARES AVAILABLE UNDER THE PLAN.**

 

(a) Subject to adjustment as provided in Section 4 of this Plan, the numberof Shares (the “Authorized Shares”) that may be (i) issued or transferred upon the exercise of Options or Stock Appreciation Rights, (ii) Awarded as Restricted Shares and released from substantial risk of forfeiture, or (iii) issued ortransferred in payment of Deferred Shares, Performance Shares, Performance Units, or Other Stock Based Awards, shall not in the aggregate exceed (y) 1,000,000 Shares not previously authorized for issuance under any plan of the Company, plus(z) Shares authorized for issuance under the 2000 Long-Term Incentive Plan which have not been previously issued and are not subject to outstanding Options as of the effective date of this Plan. Such Shares may be Shares of original issuance, Sharesheld in treasury, or Shares that have been reacquired by the Company. The number of Performance Units granted under this Plan may not in the aggregate exceed 1,000,000. 

 

(b) Upon the payment of any Option Price by the transfer to the Company of Shares or upon satisfaction of tax withholdingobligations under the Plan by the transfer or relinquishment of Shares, there shall be deemed to have been issued or transferred only the number of Shares actually issued or transferred by the Company, less the number of Shares so transferred orrelinquished. In any event, the number of Shares actually issued or transferred by the Company upon the exercise of Incentive Stock Options may not exceed the number of Authorized Shares, subject to adjustment as provided in Section 4 of the Plan.Upon the payment in cash of a benefit provided by any Award under this Plan, any Shares that were subject to such Award shall again be available for issuance or transfer under this Plan. Performance Units that are paid in Shares or are not earned bya Participant at the end of a Performance Period are available for future grants of Performance Units. 

 

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(c) If an Award expires or terminates for any reason without being exercised in full or is satisfiedwithout the distribution of Stock, or Stock distributed pursuant to an Award is forfeited or reacquired by the Company, or is surrendered upon exercise of an Award, the Stock subject to such Award or so forfeited, reacquired or surrendered shallagain be available for distribution for purposes of the Plan. 

 

(d) No Participant may receive Awards, including Options, during any one calendar year representing more than 250,000 Shares or more than 250,000 Performance Units. 

 

(e) Any shares issued by the Company as Substitute Awards in connection with the assumption or substitution of outstandinggrants from any acquired corporation shall not reduce the Shares available for Awards under the Plan. 

 

**4. ADJUSTMENTS.**

 

In theevent that the Committee determines that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, or other similar corporate transaction or eventaffects the Shares such that an adjustment is determined in good faith by the Committee, in its sole discretion, to be appropriate in order to prevent dilution or enlargement of the rights of Optionees or Grantees, then the Committee shall, in suchmanner as it may deem equitable: (i) adjust any or all of (1) the aggregate number of Shares or other securities of the Company (or number and kind of other securities or property) with respect to which Awards may be granted under the Plan; (2) thenumber of Shares or other securities of the Company (or number and kind of other securities or property) subject to outstanding Awards under the Plan; and (3) the grant or exercise price with respect to any Award under the Plan, provided that ineach case, the number of shares subject to any Award shall always be a whole number; (ii) if deemed appropriate, provide for an equivalent award in respect of securities of the surviving entity of any merger, consolidation or other transaction orevent having a similar effect; or (iii) if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award. 

 

**5. ADMINISTRATION OF THE PLAN.**

 

(a) This Plan shall be administered by one or more Committees appointed by the Board. Any grants of Awards to officers who are subject to Section 16 ofthe Exchange Act shall be made by a Committee composed of not less than two members of the Board, each of whom shall be a “Non-Employee Director” within the meaning of Rule 16B-3. Any grant of an Award that is 

 

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intended to qualify as “performance-based compensation” under Section 162(m) of the Code shall be made by aCommittee composed of not less than two members of the Board, each of whom shall be an “outside director” within the meaning of the regulations under Section 162(m) of the Code. For purposes of grants of Awards to Non-Employee Directors,the entire Board shall serve as the Committee. 

 

(b) TheCommittee, or Committees, shall have the power and authority to grant Awards consistent with the terms of the Plan, including the power and authority: (i) to select the officers and other Key Employees of the Company, its Subsidiaries and Affiliatesto whom Awards may from time to time be granted; (ii) to determine the time or times of grant, and the extent, if any, of Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation Rights, Restricted Stock Awards, Deferred StockAwards, Performance Share Awards, Performance Unit Awards, or any combination of the foregoing, granted to any one or more Participants; (iii) to determine the number of Shares to be covered by any Award; (iv) to establish the terms and conditionsof any Award, including, but not limited to: (A) the Share price; (B) any restriction or limitation on the grant, vesting or exercise of any Award (including but not limited to, the attainment (and certification of the attainment) of one or morePerformance Objectives (or any combination thereof) that may apply to the individual Participant, a Company business unit, including a Subsidiary or an Affiliate, or the Company as a whole); and (C) any waiver of vesting, acceleration or forfeitureprovisions regarding any Stock Option or other Award and the Stock relating thereto, based on such factors as the Committee shall determine; and to determine whether, to what extent and under what circumstances Stock and other amounts payable withrespect to an Award shall be deferred either automatically or at the election of the Participant, and whether and to what extent the Company shall pay or credit amounts equal to interest (at rates determined by the Committee), dividends or deemeddividends on such deferrals. 

 

(c) Subject to the provisions ofthe Plan, the Committee shall have full and conclusive authority to interpret and administer the Plan and any instrument or agreement relating, to or Award made under, the Plan; to amend or modify the terms of any Award at or after grant with theconsent of the holder of the Award, except to the extent prohibited by Section 7(b); to prescribe, amend and rescind rules and regulations relating to the Plan; to determine the terms and provisions of the respective Award agreements and to make allother determinations necessary or advisable for the proper administration of the Plan. The Committee’s determinations under the Plan need not be uniform and may be made by it selectively among persons who receive, or are eligible to receive,Awards under the Plan (whether or not such person are similarly situated). No member of the Committee shall be liable to any person or entity for any action taken or determination made in good faith with respect to the Plan or any Awards grantedhereunder. 

 

(d) Unless otherwise expressly provided in thePlan, all designations, determinations, interpretations, and other decisions under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding uponall Persons, including the Company, any subsidiary and Affiliate, and Participant, any holder or beneficiary of any Award, any Employee and any Non-Employee Director. 

 

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**6. ELIGIBILITY.**

 

Any officer, Key Employee (including any employee-director of the Company or of any Subsidiary or Affiliate who is not a member of the Committee) or Non-Employee Director shall be eligible to be designated a Participant. 

 

**7.OPTIONS.**

 

The Committee may from time to time authorizegrants to Participants of Options to purchase Shares upon such terms and conditions as the Committee may determine in accordance with the following provisions: 

 

(a) Each grant shall specify the number of Shares to which it pertains. 

 

(b) Each grant shall specify an Option Price per Share. Except in the case of Substitute Awards, the OptionPrice of an Option may not be less than 100% of the Fair Market Value of the Shares with respect to which the Option is granted on the Grant Date. If an officer or Key Employee owns or is deemed to own (by reason of the attribution rules applicableunder Section 424(d) of the Code) more than 10% of the combined voting power of all classes of stock of the Company or any Subsidiary or Parent Corporation (within the meaning of Section 424(e) of the Code), and an Incentive Stock Option is grantedto such officer or Key Employee, the Option Price shall be no less than 110% of the Fair Market Value on the Grant Date. Notwithstanding the foregoing and except as permitted by the provisions of Sections 4 and 20(c) hereof, the Committee shall nothave the power to (i) amend the terms of previously granted Options to reduce the Option Price of such Options, or (ii) cancel such Options and grant substitute Options with a lower Option Price than the cancelled Options. 

 

(c) Each Option may be exercised in whole or in part at anytime, with respect to whole shares only, within the period permitted for the exercise thereof and shall be exercised by written notice of intent to exercise the Option, delivered to the Company at its principal office, and payment in full to theCompany at said office of the amount of the Option Price for the number of Shares with respect to which the Option is then being exercised. Each grant shall specify the form of consideration to be paid in satisfaction of the Option Price and themanner of payment of such consideration, which may include (i) cash in the form of currency or check or other cash equivalent acceptable to the Company, (ii) nonforfeitable, unrestricted Shares that have been owned by the Optionee for at least sixmonths and have a value at the time of exercise that is equal to the Option Price, together with any applicable withholding taxes, (iii) any other legal consideration that the Committee may deem appropriate, including without limitation any form ofconsideration authorized under Section 7(d) below, on such basis as the Committee may determine in accordance with this Plan, or (iv) any combination of the foregoing. 

 

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(d) On or after the Grant Date of any Option other than the Incentive Stock Option, theCommittee may determine that payment of the Option Price may also be made in whole or in part in the form of Restricted Shares or other Shares that are subject to risk of forfeiture or restrictions on transfer. Unless otherwise determined by theCommittee, whenever any Option Price is paid in whole or in part by means of any of the forms of consideration specified in this Section 7(d), the Shares received by the Optionee upon the exercise of the Options shall be subject to the same risks offorfeiture or restrictions on transfer as those that applied to the consideration surrendered by the Optionee, provided that such risks of forfeiture and restrictions on transfer apply only to the same number of Shares received by the Optionee asapplied to the forfeitable or Restricted Shares surrendered by the Optionee. 

 

(e) Any grant may provide for deferred payment of the Option Price from the proceeds of sale through a bank or broker on the date of exercise of some or all of the Shares to which the exercise relates. 

 

(f) On or, in the case of Nonqualified Stock Options, afterthe Grant Date, the Committee may provide for the automatic grant to the Optionee of a “reload” Option in the event the Optionee surrenders Shares in satisfaction of the Option Price upon the exercise of an Option as authorized underSections 7(c) and (d) above. Each reload Option shall pertain to a number of Shares equal to the number of Shares utilized by the Optionee to exercise the original Option. Each reload Option shall have an exercise price equal to the Fair MarketValue on the date the reload is granted and shall expire on the stated expiration date of the original Option. 

 

(g) Each Option grant may specify a period of continuous employment of the Optionee by the Company or any Subsidiary (or, in the case of aNon-Employee Director, service on the Board) or other terms and conditions, such as achievement of Performance Objectives, that may be determined by the Committee that is necessary before the Options or installments thereof shall become exercisable,and any grant may provide for the earlier exercise of such rights in the event of a Change in Control of the Company or other similar transaction or event. 

 

(h) Options granted under this Plan may be Incentive Stock Options, Nonqualified Stock Options or a combination of the foregoing, providedthat only Nonqualified Stock Options may be granted to Non-Employee Directors. Each grant shall specify whether (or the extent to which) the Option is an Incentive Stock Option or a Nonqualified Stock Option. Notwithstanding any such designation, tothe extent that the aggregate Fair Market Value of the Shares with respect to which Options designated as Incentive Stock Options or Tandem Stock Appreciation Rights related to such Incentive Stock Options are exercisable for the first time by anOptionee during any calendar year (under all Plans of the Company) exceeds $100,000 such Options shall be treated as Nonqualified Stock Options. 

 

(i) No Option granted under this Plan may be exercised more than 10 years from the Grant Date; provided, however, that if an IncentiveStock Option is granted to an employee who owns or is deemed to own (by reason of the attribution rules of Section 424(d) of the 

 

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Code) more than 10% of the combined voting power of all classes of stock of the Company or any Subsidiaryor Parent Corporation (within the meaning of Section 424(e) of the Code), the term of such Incentive Stock Option shall be no more than five years from the date of grant. 

 

(j) Each grant shall be evidenced by an agreement executed on behalf of the Company by any officer thereofand delivered to and accepted by the Optionee and containing such terms and provisions as the Committee may determine consistent with this Plan. 

 

**8. STOCK APPRECIATION RIGHTS.**

 

The Committee may also authorize grants to Participants of Stock Appreciation Rights. A Stock Appreciation Right provides a Participant the right toreceive from the Company an amount, which shall be determined by the Committee and shall be expressed as a percentage (not exceeding 100 percent) of the Spread at the time of the exercise of such right. Any grant of Stock Appreciation Rights underthis Plan shall be upon such terms and conditions as the Committee may determine in accordance with the following provisions: 

 

(a) Any grant may specify that the amount payable upon the exercise of a Stock Appreciation Right may be paid by the Company in cash,Shares or any combination thereof and may (i) either grant to the Participant or reserve to the Committee the right to elect among those alternatives or (ii) preclude the right of the Participant to receive and the Company to issue Shares or otherequity securities in lieu of cash; 

 

(b) Anygrant may specify that the amount payable upon the exercise of a Stock Appreciation Right shall not exceed a maximum specified by the Committee on the Grant Date; 

 

(c) Any grant may specify (i) a waiting period or periods before Stock Appreciation Rights shall becomeexercisable and (ii) permissible dates or periods on or during which Stock Appreciation Rights shall be exercisable; 

 

(d) Any grant may specify that a Stock Appreciation Right may be exercised only in the event of a Change in Control of the Company orother similar transaction or event, 

 

(e) On orafter the Grant Date of any Stock Appreciation Rights, the Committee may provide for the payment to the Participant of Dividend Equivalents thereon in cash or Shares on a current, deferred or contingent basis, 

 

(f) Each grant shall be evidenced by an agreement executedon behalf of the Company by any officer thereof and delivered to and accepted by the Optionee, which shall describe the subject Stock Appreciation Rights, identify any related Options, state that the Stock Appreciation Rights are subject to all ofthe terms and conditions of this Plan and contain such other terms and provisions as the Committee may determine consistent with this Plan, 

 

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(g) Each grant of a Tandem Stock Appreciation Right shall provide that such Tandem StockAppreciation Right may be exercised only (i) at a time when the related Option (or any similar right granted under this or any other Plan of the Company) is also exercisable and the Spread is positive; and (ii) by surrender of the related Option (orsuch other right) for cancellation; 

 

(h) Eachgrant of a Stock Appreciation Right shall specify in respect of each Stock Appreciation Right a Base Price per Share, which shall be equal to or greater than the Fair Market Value of the Shares on the Grant Date. Successive grants of StockAppreciation Rights may be made to the same Participant regardless of whether any Stock Appreciation Rights previously granted to such Participant remain unexercised. Each grant shall specify the period or periods of continuous employment of theParticipant by the Company or any Subsidiary that are necessary before the Stock Appreciation Rights or installments thereof shall become exercisable, and any grant may provide for the earlier exercise of such rights in the event of a Change inControl of the Company or other similar transaction or event. No Stock Appreciation Right granted under this Plan may be exercised more than 10 years from the Grant Date. 

 

**9. RESTRICTED SHARES.**

 

The Committee may also authorize grants to Participants of Restricted Shares upon such terms and conditions as the Committee may determine in accordancewith the following provisions: 

 

(a) Each grantshall constitute an immediate transfer of the ownership of Shares to the Participant in consideration of the performance of services, entitling such Participant to dividend, voting and other ownership rights, subject to the substantial risk offorfeiture and restrictions on transfer hereinafter described. 

 

(b) Each grant may be made without additional consideration from the Participant or in consideration of a payment by the Participant that is less than the Fair Market Value on the Grant Date. 

 

(c) Each grant shall provide that the Restricted Sharescovered thereby shall be subject to a “substantial risk of forfeiture” within the meaning of Section 83 of the Code for a period to be determined by the Committee on the Grant Date, and any grant or sale may provide for the earliertermination of such risk of forfeiture in the event of a Change in Control of the Company or other similar transaction or event. 

 

(d) Each grant shall provide that, during the period for which such substantial risk of forfeiture is to continue, the transferability ofthe Restricted Shares shall be prohibited or restricted in the manner and to the extent prescribed by the Committee on the Grant Date. Such restrictions may include, without limitation, rights of repurchase or first refusal by the Company orprovisions subjecting the Restricted Shares to a continuing substantial risk of forfeiture in the hands of any transferee. 

 

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(e) Any grant or the vesting thereof may be further conditioned upon the attainment ofPerformance Objectives established by the Committee in accordance with the applicable provisions of Section 11 of this Plan regarding Performance Shares and Performance Units. 

 

(f) Any grant may require that any or all dividends or other distributions paid on the Restricted Sharesduring the period of such restrictions be automatically sequestered and reinvested on an immediate or deferred basis in the form of cash or additional Shares, which may be subject to the same restrictions as the underlying Award or such otherrestrictions as the Committee may determine. 

 

(g) Each grant shall be evidenced by an agreement executed on behalf of the Company by any officer thereof and delivered to and accepted by the Participant and containing such terms and provisions as the Committee may determine consistentwith this Plan. Unless otherwise directed by the Committee, all certificates representing Restricted Shares, together with a stock power that shall be endorsed in blank by the Participant with respect to such Shares, shall be held in custody by theCompany until all restrictions thereon lapse. 

 

(h) At the end of the restricted period and provided that any other restrictive conditions of the Restricted Shares Award are met, or at such earlier time as otherwise determined by the Committee, all restrictions set forth in the AwardAgreement relating to the Restricted Share Award or in the Plan shall lapse as to the restricted Shares subject thereto, and a stock certificate for the appropriate number of Shares, free of the restrictions and restricted stock legend, shall bedelivered to the Participant or the Participant’s beneficiary or estate, as the case may be. 

 

**10. DEFERRED SHARES.**

 

The Committee may authorize grants of Deferred Shares to Participants upon such terms and conditions as the Committee may determine in accordance with the following provisions: 

 

(a) Each grant shall constitute the agreement by the Company to issue or transfer Shares to the Participantin the future in consideration of the performance of services, subject to the fulfillment during the Deferral Period of such conditions as the Committee may specify. 

 

(b) Each grant may be made without additional consideration from the Participant or in consideration of apayment by the Participant that is less than the Fair Market Value on the Grant Date. 

 

(c) Each grant shall provide that the Deferred Shares covered thereby shall be subject to a Deferral Period, which shall be fixed by theCommittee on the Grant Date, and any grant or sale may provide for the earlier termination of such period in the event of a Change in Control of the Company or other similar transaction or event. 

 

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(d) During the Deferral Period, the Participant shall not have any right to transfer anyrights under the subject Award, shall not have any rights of ownership in the Deferred Shares and shall not have any right to vote such Shares, but the Committee may on or after the Grant Date authorize the payment of Dividend Equivalents on suchShares in cash or additional Shares on a current, deferred or contingent basis. 

 

(e) Any grant or the vesting thereof may be further conditioned upon the attainment of Performance Objectives established by the Committeein accordance with the applicable provisions of Section 11 of this Plan regarding Performance Shares and Performance Units. Except as otherwise determined by the Committee, all Deferred Shares and all rights of the grantee to such Deferred Sharesshall terminate, without further obligation on the part of the Company, unless the Grantee remains in continuous employment of the Company for the entire Deferral Period in relation to which such Deferred Shares were granted and unless any otherrestrictive conditions relating to the Deferred Shares are met. 

 

(f) Each grant shall be evidenced by an agreement executed on behalf of the Company by any officer thereof and delivered to and accepted by the Participant and containing such terms and provisions as the Committee maydetermine consistent with this Plan. 

 

**11. PERFORMANCE SHARES AND PERFORMANCEUNITS.**

 

The Committee also may authorize grants ofPerformance Shares and Performance Units, which shall become payable to the Participant upon the achievement of specified Performance Objectives, upon such terms and conditions as the Committee may determine in accordance with the followingprovisions: 

 

(a) Each grant shall specify thenumber of Performance Shares or Performance Units to which it pertains, which may be subject to adjustment to reflect changes in compensation or other factors. 

 

(b) The Performance Period with respect to each Performance Share or Performance Unit shall commence on a date specified by theCommittee at the time of grant and may be subject to earlier termination in the event of a Change in Control of the Company or other similar transaction or event. 

 

(c) Each Award shall specify the Performance Objectives that are to be achieved by the Participant withrespect to the grant or the vesting thereof. 

 

(d) Each grant may specify in respect of the specified Performance Objectives a minimum acceptable level of achievement below which no payment will be made and shall set forth a formula or other procedure for determining the amount of anypayment to be made if performance is at or above such minimum acceptable level but falls short of the maximum achievement of the specified Performance Objectives. 

 

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(e) Each grant shall specify the time and manner of payment of Performance Shares orPerformance Units that shall have been earned, and any grant may specify that any such amount may be paid by the Company in cash, Shares or any combination thereof and may either grant to the Participant or reserve to the Committee the right toelect among those alternatives. 

 

(f) Any grantof Performance Shares or Performance Units may specify that the amount payable, or the number of Shares issued, with respect thereto may not exceed a maximum specified by the Committee on the Grant Date. 

 

(g) Any grant of Performance Shares may provide for thepayment to the Participant of Dividend Equivalents thereon in cash or additional Shares on a current, deferred or contingent basis. 

 

(h) If provided in the terms of the grant, the Committee may adjust Performance Objectives and the related minimum acceptable level ofachievement if, in the sole judgment of the Committee, events or transactions have occurred after the Grant Date that are unrelated to the performance of the Participant and result in distortion of the Performance Objectives or the related minimumacceptable level of achievement. 

 

(i) Eachgrant shall be evidenced by an agreement executed on behalf of the Company by any officer thereof and delivered to and accepted by the Participant, which shall state that the Performance Shares or Performance Units are subject to all of the termsand conditions of this Plan and such other terms and provisions as the Committee may determine consistent with this Plan. 

 

**12. OTHER STOCK-BASED AWARDS.**

 

The Committee shall have the authority to grant to Participants an “Other Stock-Based Award,” which shall consist of any right that is (a) notan Award described in Sections 7 through 11 above and (b) an Award of Shares or an Award denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, Shares (including, without limitation, securitiesconvertible into Shares), as deemed by the Committee to be consistent with the purposes of the Plan. Subject to the terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms and conditions of any such OtherStock-Based Award. 

 

**13. AWARDS TO NON-EMPLOYEE DIRECTORS.**

 

The Board may provide that all or a portion of a Non-EmployeeDirector’s annual retainer and/or meeting fees be payable (either automatically or at the election of a Non-Employee 

 

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Director) in the form of Nonqualified Stock Options, Stock Appreciation Rights, Restricted Shares, Deferred Shares and/orOther Stock Based Awards, including unrestricted Shares. The Board shall determine the terms and conditions of any such Awards, including the terms and conditions which shall apply upon a termination of the Non-Employee Director’s service as amember of the Board, and shall have full power and authority in its discretion to administer such Awards, subject to the terms of the Plan and applicable law. 

 

**14. PROVISIONS APPLICABLE TO COVERED OFFICERS AND PERFORMANCE-BASED AWARDS.**

 

Notwithstanding anything in the Plan to the contrary, unless the Committee determines otherwise, all performance-basedAwards granted hereunder shall be subject to the terms and provisions of this Section 14: 

 

(a) The Committee may grant to Covered Officers performance-based Awards that vest or become exercisable upon the attainment ofperformance targets related to one or more Performance Objectives selected by the Committee from among the list of Performance Objectives contained herein. For the purposes of this Section 14, performance goals shall be limited to one or more of thePerformance Objectives or any combination thereof. Each Performance Objective may be expressed on an absolute and/or relative basis, may be based on or otherwise employ comparisons based on internal targets, the past performance of the Companyand/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital, shareholders’ equity and/or Shares outstanding, or to assets or net assets. 

 

(b) With respect to any Covered Officer, the maximum numberof Shares in respect of which all performance-based Restricted Shares, Deferred Shares, Performance Shares, Performance Units and Other Stock-Based Awards may be granted under the Plan during any one calendar year is 250,000 and the maximum amountof any Award which shall be payable in cash during any one calendar year is $2,500,000. 

 

(c) To the extent necessary to comply with Section 162(m) of the Code, with respect to Restricted Share Awards, Deferred Share Awards,Performance Share Awards, Performance Unit Awards and Other Stock-Based Awards, no later than 90 days following the commencement of each Performance Period (or such other time as may be required or permitted by Section 162(m) of the Code), theCommittee shall, in writing, (i) select the Performance Objective or Objectives applicable to the Performance Period, (ii) establish the various targets and bonus amounts which may be earned for such Performance Period, and (iii) specify therelationship between Performance Objectives and targets and the amounts to be earned by each Covered Officer for such Performance Period. Following the completion of each Performance Period, the Committee shall certify in writing whether theapplicable performance targets have been achieved and the amounts, if any, payable to Covered Officers for such Performance Period. In determining the amount earned by a Covered Officer for a given Performance Period, subject to any applicable AwardAgreement, the 

 

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Committee shall have the right to reduce (but not increase) the amount payable at a given level ofperformance to take into account additional factors that the Committee may deem relevant to the assessment of individual or corporate performance for the Performance Period. 

 

**15. TRANSFERABILITY.**

 

(a) Except as provided in Section 15(b), no Award granted under this Plan may be sold, assigned, transferred, pledged, hypothecated or otherwiseencumbered or disposed of by a Participant other than by will or the laws of descent and distribution, and Options and Stock Appreciation Rights shall be exercisable during a Participant’s lifetime only by the Participant or, in the event ofthe Participant’s legal incapacity, by his guardian or legal representative acting in a fiduciary capacity on behalf of the Participant under state law and court supervision. 

 

(b) The Committee may expressly provide in a Nonqualified Stock Option agreement (or an amendment to such an agreement) thata Participant may transfer such Nonqualified Stock Option to a spouse or lineal descendant (a “Family Member”), a trust for the exclusive benefit of Family Members, a partnership or other entity in which all the beneficial owners areFamily Members, or any other entity affiliated with the Participant that may be approved by the Committee. Subsequent transfers of any such Nonqualified Stock Option shall be prohibited except in accordance with this Section 15(b). All terms andconditions of any such Nonqualified Stock Option, including provisions relating to the termination of the Participant’s employment or service with the Company or a Subsidiary, shall continue to apply following a transfer made in accordance withthis Section 15(b). 

 

(c) Any Award made under this Plan mayprovide that all or any part of the Shares that are (i) to be issued or transferred by the Company upon the exercise of Options or Stock Appreciation Rights, upon the termination of the Deferral Period applicable to Deferred Shares or upon paymentunder any grant of Performance Shares or Performance Units, or (ii) no longer subject to the substantial risk of forfeiture and restrictions on transfer referred to in Section 9 of this Plan, shall be subject to further restrictions upon transfer.

 

**16. FRACTIONAL SHARES.**

 

No fractional Shares shall be issued or delivered pursuant to the Plan orany Award, and the Committee shall determine whether cash, other securities, or other property shall be paid or transferred in lieu of any fractional Shares or whether such fractional Shares or any rights thereto shall be canceled, terminated orotherwise eliminated. 

 

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**17. WITHHOLDING TAXES.**

 

To the extent that the Company is required to withhold federal, state, local or foreign taxes in connection with any payment made or benefit realizedby a Participant or other person under this Plan, it shall be a condition to the receipt of such payment or the realization of such benefit that the Participant or such other person make arrangements satisfactory to the Company for payment of allsuch taxes required to be withheld. At the discretion of the Committee, such arrangements may include relinquishment of a portion of such benefit. The Committee may provide, at its discretion, for additional cash payments to holders of Awards todefray or offset any tax arising from the grant, vesting, exercise or payments of any Award other than ISO’s. 

 

**18. CERTAIN TERMINATIONS OF EMPLOYMENT, HARDSHIP AND APPROVED LEAVES OF ABSENCE.**

 

Notwithstanding any other provision of this Plan to the contrary, in the event of termination of employment by reason ofdeath, Disability, Normal Retirement, Early Retirement with the consent of the Company or leave of absence approved by the Company, or in the event of Hardship or other special circumstances, of a Participant who holds an Option or StockAppreciation Right that is not immediately and fully exercisable, any Restricted Shares as to which the substantial risk of forfeiture or the prohibition or restriction on transfer has not lapsed, any Deferred Shares as to which the Deferral Periodis not complete, any Performance Shares or Performance Units that have not been fully earned, or any Shares that are subject to any transfer restriction pursuant to Section 15(b) of this Plan, the Committee may in its sole discretion take any actionthat it deems to be equitable under the circumstances or in the best interests of the Company, including without limitation waiving or modifying any limitation or requirement with respect to any Award under this Plan. 

 

**19. FOREIGN EMPLOYEES.**

 

In order to facilitate the making of any grant or combination of grants under this Plan, the Committee may provide for suchspecial terms for Awards to Participants who are foreign nationals, or who are employed by the Company or any Subsidiary outside of the United States of America, as the Committee may consider necessary or appropriate to accommodate differences inlocal 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 theterms of this Plan as in effect for any other purpose, provided that no such supplements, amendments, restatements or alternative versions shall include any provisions that are inconsistent with the terms of this Plan, as then in effect, unless thisPlan could have been amended to eliminate such inconsistency without further approval by the stockholders of the Company. 

 

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**20. AMENDMENTS AND OTHER MATTERS.**

 

(a) The Board may amend, alter, suspend, discontinue or terminate the Plan or any portion thereof at any time; provided thatno such amendment, alteration, suspension, discontinuation or termination shall increase any of the limitations specified in Sections 3 or 14(b) of this Plan, other than to reflect an adjustment made in accordance with Section 4, without the furtherapproval of the stockholders of the Company. 

 

(b) Subject tothe restrictions of Section 7(b) hereof, the Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided thatany such waiver, amendment, alteration, suspension, discontinuance, cancellation or termination that would adversely affect the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent beeffective without the consent of the affected Participant, holder or beneficiary. 

 

(c) The Committee is hereby authorized to make adjustments in the terms and conditions of, and the criteria included in, Awards in recognition of unusual or nonrecurring events (including, without limitation, theevents described in Section 4 hereof) affecting the Company, any Subsidiary or Affiliate, or the financial statements of the Company or any Subsidiary or Affiliate, or of changes in applicable laws, regulations, or accounting principles, wheneverthe Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan; provided that no such adjustment shall be authorized tothe extent that such authority would be inconsistent with a performance based award’s meeting the requirements of Section 162(m) of the Code. 

 

(d) This Plan shall not confer upon any Participant any right with respect to continuance of employment or other service with the Company or anySubsidiary and shall not interfere in any way with any right that the Company or any Subsidiary would otherwise have to terminate any Participant’s employment or other service at any time. 

 

(e) To the extent that any provision of this Plan would prevent any Optionthat was intended to qualify under particular provisions of the Code from so qualifying, such provision of this Plan shall be null and void with respect to such Option, provided that such provision shall remain in effect with respect to otherOptions, and there shall be no further effect on any provision of this Plan. 

 

**21. GOVERNING LAW.**

 

The validity, constructionand effect of this Plan and any Award hereunder shall be determined in accordance with the laws (including those governing contracts) of the State of Georgia, without giving effect to the conflict of law principles thereof. 

 

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**22. NO RIGHTS TO AWARDS.**

 

No Person shall have any claim to be granted any Award, and there is no obligation for uniformity of treatment of Employees, Non-Employee Directors, orholders or beneficiaries of Awards. The terms and conditions of Awards need not be the same with respect to each recipient. 

 

**23. SHARE CERTIFICATES.**

 

All certificates for Shares or other securities of the Company or any Subsidiary or Affiliate delivered under the Plan pursuant to any Award or theexercise thereof shall be subject to such stop transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the SEC, any stock exchange upon which such Shares or othersecurities are then listed, and any applicable Federal or state laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 

 

**24. AWARD AGREEMENTS.**

 

Each Award hereunder shall be evidenced by an Award Agreement that shall be delivered to the Participant and shall specifythe terms and conditions of the Award and any rules applicable thereto. In the event of a conflict between the terms of the Plan and any Award Agreement, the terms of the Plan shall prevail. 

 

**25. NO LIMIT ON OTHER COMPENSATION ARRANGEMENTS.**

 

Nothing contained in the Plan shall prevent the Company or any Subsidiary orAffiliate from adopting or continuing in effect other compensation arrangements, which may, but need not, provide for the grant of Options, Restricted Stock, Shares and other types of Awards provided for hereunder (subject to stockholder approval assuch approval is required), and such arrangements may be either generally applicable or applicable only in specific cases. 

 

**26. SEVERABILITY.**

 

If any provision of the Plan or any Award is, or becomes, or is deemed to be invalid, illegal, or unenforceable in any jurisdiction or as to any Person orAward, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to the applicable laws, or if it cannot be construed or deemed amended without, in thedetermination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain in full force andeffect. 

 

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**27. OTHER LAWS.**

 

The Committee may refuse to issue or transfer any Shares or other consideration under an Award if, acting in its sole discretion, it determines that theissuance or transfer of such Shares or such other consideration might violate any applicable law or regulation (including applicable non-U.S. laws or regulations) or entitle the Company to recover the same under Section 16(b) of the Exchange Act,and any payment tendered to the Company by a Participant, other holder or beneficiary in connection with the exercise of such Award shall be promptly refunded to the relevant Participant, holder, or beneficiary. Without limiting the generality ofthe foregoing, no Award granted hereunder shall be construed as an offer to sell securities of the Company, and no such offer shall be outstanding, unless and until the Committee in its sole discretion has determined that any such offer, if made,would be in compliance with all applicable requirements of the U.S. federal or non-U.S. securities laws and any other laws to which such offer, if made, would be subject. 

 

**28. NO TRUST OR FUND CREATED.**

 

Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Companyor any Subsidiary or Affiliate and a Participant or any other Person. To the extent that any Person acquires a right to receive payments from the Company or any Subsidiary or Affiliate pursuant to an Award, such right shall be no greater than theright of any unsecured general creditor of the Company or any Subsidiary or Affiliate. 

 

**29. HEADINGS.**

 

Headings are given to theSections and subsections of the Plan solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. 

 

**30. EFFECTIVE DATE AND STOCKHOLDER APPROVAL.**

 

This Plan shall become effective upon its approval by the Board subject toapproval by the stockholders of the Company at the next Annual Meeting of Stockholders. The Committee may grant Awards subject to the condition that this Plan shall have been approved by the stockholders of the Company. 

 

**31. TERMINATION.**

 

This Plan shall terminate ten years from the date on which this Plan is first approved by the Board, and no Award shall begranted after that date. Unless otherwise expressly provided in the 

 

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Plan or in an applicable Award Agreement, any Award granted hereunder may, and the authority of the Committee to amend,alter, adjust, suspend, discontinue or terminate any such Award or to waive any conditions or rights under any such Award shall, continue after the authority for grant of new Awards hereunder has been exhausted. 

 

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