Unassociated Document


    EXHIBIT
4.1

    EPOCH
HOLDING CORPORATION

     AMENDED
AND RESTATED

     2004
OMNIBUS LONG-TERM INCENTIVE COMPENSATION PLAN

    


    1. Purpose.  The
purpose of the 2004 OMNIBUS LONG-TERM INCENTIVE COMPENSATION PLAN, as amended
and restated, (the “Plan”) is to assist EPOCH HOLDING CORPORATION, a public
corporation (the “Company”) and its Related Entities (as hereinafter defined) in
attracting, motivating, retaining and rewarding high-quality executives and
other employees, officers, directors, consultants and other persons who provide
services to the Company or its Related Entities by enabling such persons to
acquire or increase a proprietary interest in the Company in order to strengthen
the mutuality of interests between such persons and the Company's shareholders,
and providing such persons with long term performance incentives to expend their
maximum efforts in the creation of shareholder value.

    


    2. Definitions.  For
purposes of the Plan, the following terms shall be defined as set forth below,
in addition to such terms defined in Section 1 hereof.

    


    (a)
“Award” means any Option, Restricted Stock Award, Deferred Stock Award, Share
granted as a bonus or in lieu of another award, Dividend Equivalent, Other
Stock-Based Award or Performance Award, together with any other right or
interest, granted to a Participant under the Plan.

    


    (b)
“Award Agreement” means any written agreement, contract or other instrument or
document evidencing any Award granted by the Committee hereunder.

    


    (c)
“Beneficiary” means the person, persons, trust or trusts that have been
designated by a Participant in his or her most recent written beneficiary
designation filed with the Committee to receive the benefits specified under the
Plan upon such Participant's death or to which Awards or other rights are
transferred if and to the extent permitted under Section 10(b) hereof. If, upon
a Participant's death, there is no designated Beneficiary or surviving
designated Beneficiary, then the term Beneficiary means the person, persons,
trust or trusts entitled by will or the laws of descent and distribution to
receive such benefits.

    


    (d)
“Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3
under the Exchange Act and any successor to such Rule.

    


    (e)
“Board” means the Company's Board of Directors.

    


    (f)
“Cause” shall, with respect to any Participant have the meaning specified in the
Award Agreement. In the absence of any definition in the Award Agreement,
“Cause” shall have the equivalent meaning or the same meaning as “cause” or “for
cause” set forth in any employment, consulting, or other agreement for the
performance of services between the Participant and the Company or a Related
Entity or, in the absence of any such agreement or any such definition in such
agreement, such term shall mean (i) the failure by the Participant to perform,
in a reasonable manner, his or her duties as assigned by the Company or a
Related Entity, (ii) any violation or breach by the Participant of his or her
employment, consulting or other similar agreement with the Company or a Related
Entity, if any, (iii) any violation or breach by the Participant of any
non-competition, non-solicitation, non-disclosure and/or other similar agreement
with the Company or a Related Entity, (iv) any act by the Participant of
dishonesty or bad faith with respect to the Company (or a Related Entity), (v)
use of alcohol, drugs or other similar substances in a manner that adversely
affects the Participant’s work performance, or (vi) the commission by the
Participant of any act, misdemeanor, or crime reflecting unfavorably upon the
Participant or the Company or any Related Entity. The good faith determination
by the Committee of whether the Participant’s Continuous Service was terminated
by the Company for “Cause” shall be final and binding for all purposes
hereunder.

    


    (g)
“Change in Control” means a Change in Control as defined with related terms in
Section 9(b) of the Plan.

    


    (h) “Code” means the Internal Revenue
Code of 1986, as amended from time to time, including regulations thereunder and
successor provisions and regulations thereto.

     

    (i)
“Committee” means a committee designated by the Board to administer the Plan;
provided, however, that if the Board fails to designate a committee or if there
are no longer any members on the committee so designated by the Board, then the
Board shall serve as the Committee. The Committee shall consist of at least two
directors, and each member of the Committee shall be (i) a “non-employee
director” within the meaning of Rule 16b-3 (or any successor rule) under the
Exchange Act, unless administration of the Plan by “non-employee directors” is
not then required in order for exemptions under Rule 16b-3 to apply to
transactions under the Plan, (ii) an “outside director” within the meaning of
Section 162(m) of the Code, and (iii) “Independent”.


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      (j)
“Consultant” means any person (other than an Employee or a Director, solely with
respect to rendering services in such person’s capacity as a director) who is
engaged by the Company or any Related Entity to render consulting or advisory
services to the Company or such Related Entity.

    

     

    (k)
“Continuous Service” means the uninterrupted provision of services to the
Company or any Related Entity in any capacity of Employee, Director, Consultant
or other service provider. Continuous Service shall not be considered to be
interrupted in the case of (i) any approved leave of absence, (ii) transfers
among the Company, any Related Entities, or any successor entities, in any
capacity of Employee Director, Consultant or other service provider, or (iii)
any change in status as long as the individual remains in the service of the
Company or a Related Entity in any capacity of Employee, Director, Consultant or
other service provider (except as otherwise provided in the Award Agreement). An
approved leave of absence shall include sick leave, military leave, or any other
authorized personal leave.

    


    (l)
“Covered Employee” means an Eligible Person who is a “covered employee” within
the meaning of Section 162(m)(3) of the Code, or any successor provision
thereto.

    


    (m)
“Deferred Stock” means a right to receive Shares, including Restricted Stock,
cash or a combination thereof, at the end of a specified deferral
period.

    


    (n)
“Deferred Stock Award” means an Award of Deferred Stock granted to a Participant
under Section 6(e) hereof.

    


    (o)
“Director” means a member of the Board or the board of directors of any Related
Entity.

    


    (p)
“Disability” means a permanent and total disability (within the meaning of
Section 22(e) of the Code), as determined by a medical doctor satisfactory to
the Committee.

    


    (q)
“Discounted Option” means any Option awarded under Section 6(b) hereof with an
exercise price that is less than the Fair Market Value of a Share on the date of
grant.

    


    (r)
“Dividend Equivalent” means a right, granted to a Participant under Section 6(g)
hereof, to receive cash, Shares, other Awards or other property equal in value
to regular dividends paid with respect to a specified number of Shares, or other
periodic payments.

    


    (s)
“Effective Date” means the effective date of the Plan, which is July 20,
2004.

    


    (t)
“Eligible Person” means each officer, Director, Employee, Consultant and other
person who provides services to the Company or any Related Entity. The foregoing
notwithstanding, only employees of the Company, or any parent corporation or
subsidiary corporation of the Company (as those terms are defined in Code
Sections 424(e) and (f), respectively), shall be Eligible Persons for purposes
of receiving any Incentive Stock Options. An Employee on leave of absence may be
considered as still in the employ of the Company or a Related Entity for
purposes of eligibility for participation in the Plan.

    


    (u)
“Employee” means any person, including an officer or Director, who is an
employee of the Company or any Related Entity. The payment of a director’s fee
by the Company or a Related Entity shall not be sufficient to constitute
“employment” by the Company.

    


    (v)
“Exchange Act” means the Securities Exchange Act of 1934, as amended from time
to time, including rules thereunder and successor provisions and rules
thereto.

    


    (w) “Fair
Market Value” means the fair market value of Shares, Awards or other property as
determined by the Committee, or under procedures established by the Committee.
Unless otherwise determined by the Committee, the Fair Market Value of a Share
as of any given date shall be the closing sale price per Share reported on a
consolidated basis for stock listed on the principal stock exchange or market on
which Shares are traded on the date as of which such value is being determined
or, if there is no sale on that date, then on the last previous day on which a
sale was reported.

    


    (x) “Good
Reason” shall, with respect to any Participant, have the meaning specified in
the Award Agreement. In the absence of any definition in the Award Agreement,
“Good Reason” shall have the equivalent meaning or the same meaning as “good
reason” or “for good reason” set forth in any employment, consulting or other
agreement for the performance of services between the Participant and the
Company or a Related Entity or, in the absence of any such agreement or any such
definition in such agreement, such term shall mean (i) the assignment to the
Participant of any duties inconsistent in any material respect with the
Participant's position (including status, offices, titles and reporting
requirements), authority, duties or responsibilities as assigned by the Company
or a Related Entity, or any other action by the Company or a Related Entity
which results in a material diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith and which is remedied by the Company
or a Related Entity promptly after receipt of notice thereof given by the
Participant; or (ii) any material failure by the Company or a Related Entity to
comply with its obligations to the Participant as agreed upon, other than an
isolated, insubstantial and inadvertent failure not occurring in bad faith and
which is remedied by the Company or a Related Entity promptly after receipt of
notice thereof given by the Participant.


    
      
         


      

      
        - 2
-

        
          

        

      

      
         


      

    

    


    (y)
“Incentive Stock Option” means any Option intended to be designated as an
incentive stock option within the meaning of Section 422 of the Code or any
successor provision thereto.

    


    (z)
“Independent,” when referring to either the Board or members of the Committee,
shall have the same meaning as used in the rules of the NASDAQ Stock Market or
any national securities exchange on which any securities of the Company are
listed or quoted for trading, and if not listed or quoted for trading, by the
rules of the NASDAQ Stock Market.

    


    (aa)
“Incumbent Board” means the Incumbent Board as defined in Section 9(b)(ii) of
the Plan.

    


    (bb)
“Option” means a right granted to a Participant under Section 6(b) hereof, to
purchase Shares or other Awards at a specified price during specified time
periods.

    


    (cc)
“Optionee” means a person to whom an Option is granted under this Plan or any
person who succeeds to the rights of such person under this Plan.

    


    (dd)
“Option Proceeds” shall mean the cash actually received by the Company for the
exercise price in connection with the exercise of Options that are exercised
after the Effective Date of the Plan, plus the maximum tax benefit that could be
realized by the Company as a result of the exercise of such Options, which tax
benefit shall be determined by multiplying (i) the amount that is deductible for
Federal income tax purposes as a result of any such option exercise (currently,
equal to the amount upon which the Participant's withholding tax obligation is
calculated), times (ii) the maximum Federal corporate income tax rate for the
year of exercise. With respect to Options, to the extent that a Participant pays
the exercise price and/or withholding taxes with Shares, Option Proceeds shall
not be calculated with respect to the amounts so paid in Shares.

    


    (ee)
“Other Stock-Based Awards” means Awards granted to a Participant under Section
6(h) hereof.

    


    (ff)
“Participant” means a person who has been granted an Award under the Plan which
remains outstanding, including a person who is no longer an Eligible
Person.

    


    (gg)
“Performance Award” shall mean any Award of Performance Shares or Performance
Units granted pursuant to Section 6(g).

    


    (hh)
“Performance Period” means that period established by the Committee at the time
any Performance Award is granted or at any time thereafter during which any
performance goals specified by the Committee with respect to such Award are to
be measured.

    


    (ii)
“Performance Share” means any grant pursuant to Section 8 of a unit valued by
reference to a designated number of Shares, which value may be paid to the
Participant by delivery of such property as the Committee shall determine,
including cash, Shares, other property, or any combination thereof, upon
achievement of such performance goals during the Performance Period as the
Committee shall establish at the time of such grant or thereafter.

    


    (jj)
“Performance Unit” means any grant pursuant to Section 8 of a unit valued by
reference to a designated amount of property (including cash) other than Shares,
which value may be paid to the Participant by delivery of such property as the
Committee shall determine, including cash, Shares, other property, or any
combination thereof, upon achievement of such performance goals during the
Performance Period as the Committee shall establish at the time of such grant or
thereafter.

    


    (kk)
“Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the
Exchange Act and used in Sections 13(d) and 14(d) thereof, and shall include a
“group” as defined in Section 13(d) thereof.

    


    (ll)
“Related Entity” means any Subsidiary, and any business, corporation,
partnership, limited liability company or other entity designated by Board in
which the Company or a Subsidiary holds a substantial ownership interest,
directly or indirectly.

    


    (mm)
“Restricted Stock” means any Share issued with the restriction that the holder
may not sell, transfer, pledge or assign such Share and with such other
restrictions as the Committee, in its sole discretion, may impose (including any
restriction on the right to vote such Share and the right to receive any
dividends), which restrictions may lapse separately or in combination at such
time or times, in installments or otherwise, as the Committee may deem
appropriate.


    
      
         


      

      
        - 3
-

        
          

        

      

      
         


      

    

    


    (nn)
“Restricted Stock Award” means an Award granted to a Participant under Section
6(c) hereof.

    


    (oo)
“Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to
the Plan and Participants, promulgated by the Securities and Exchange Commission
under Section 16 of the Exchange Act.

    


    (pp)
“Shares” means the shares of Common Stock of the Company, par value $0.01 per
share, and such other securities as may be substituted (or resubstituted) for
Shares pursuant to Section 10(c) hereof.

    


    (qq)
“Subsidiary” means any corporation or other entity in which the Company has a
direct or indirect ownership interest of 50% or more of the total combined
voting power of the then outstanding securities or interests of such corporation
or other entity entitled to vote generally in the election of directors or in
which the Company has the right to receive 50% or more of the distribution of
profits or 50% or more of the assets on liquidation or dissolution.

    


    (rr)
“Substitute Awards” shall mean Awards granted or Shares issued by the Company in
assumption of, or in substitution or exchange for, awards previously granted, or
the right or obligation to make future awards, by a company acquired by the
Company or any Related Entity or with which the Company or any Related Entity
combines.

    


    3. Administration.

    


    (a)
Authority of the Committee.  The Plan shall be administered by the
Committee, except to the extent the Board elects to administer the Plan, in
which case the Plan shall be administered by only those directors who are
Independent Directors, in which case references herein to the “Committee” shall
be deemed to include references to the Independent members of the Board. The
Committee shall have full and final authority, subject to and consistent with
the provisions of the Plan, to select Eligible Persons to become Participants,
grant Awards, determine the type, number and other terms and conditions of, and
all other matters relating to, Awards, prescribe Award Agreements (which need
not be identical for each Participant) and rules and regulations for the
administration of the Plan, construe and interpret the Plan and Award Agreements
and correct defects, supply omissions or reconcile inconsistencies therein, and
to make all other decisions and determinations as the Committee may deem
necessary or advisable for the administration of the Plan. In exercising any
discretion granted to the Committee under the Plan or pursuant to any Award, the
Committee shall not be required to follow past practices, act in a manner
consistent with past practices, or treat any Eligible Person in a manner
consistent with the treatment of other Eligible Persons.

    


    (b) Manner of Exercise of Committee
Authority.  The Committee, and not the Board, shall exercise
sole and exclusive discretion on any matter relating to a Participant then
subject to Section 16 of the Exchange Act with respect to the Company to the
extent necessary in order that transactions by such Participant shall be exempt
under Rule 16b-3 under the Exchange Act. Any action of the Committee shall be
final, conclusive and binding on all persons, including the Company, its Related
Entities, Participants, Beneficiaries, transferees under Section 10(b) hereof or
other persons claiming rights from or through a Participant, and shareholders.
The express grant of any specific power to the Committee, and the taking of any
action by the Committee, shall not be construed as limiting any power or
authority of the Committee. The Committee may delegate to officers or managers
of the Company or any Related Entity, or committees thereof, the authority,
subject to such terms as the Committee shall determine to perform such
functions, including administrative functions as the Committee may determine to
the extent that such delegation will not result in the loss of an exemption
under Rule 16b-3(d)(1) for Awards granted to Participants subject to Section 16
of the Exchange Act in respect of the Company and will not cause Awards intended
to qualify as “performance-based compensation” under Code Section 162(m) to fail
to so qualify. The Committee may appoint agents to assist it in administering
the Plan.

    


    (c) Limitation of
Liability.  The Committee and the Board, and each member
thereof, shall be entitled to, in good faith, rely or act upon any report or
other information furnished to him or her by any officer or Employee, the
Company's independent auditors, Consultants or any other agents assisting in the
administration of the Plan. Members of the Committee and the Board, and any
officer or Employee acting at the direction or on behalf of the Committee or the
Board, shall not be personally liable for any action or determination taken or
made in good faith with respect to the Plan, and shall, to the extent permitted
by law, be fully indemnified and protected by the Company with respect to any
such action or determination.

    


    4. Shares Subject to
Plan.

    


    (a) Limitation on Overall Number of
Shares Subject to Awards.  Subject to adjustment as provided in
Section 10(c) hereof, the maximum aggregate number of Shares that may be (i)
issued under the Plan pursuant to the exercise of Options, (ii) issued pursuant
to Restricted Stock Awards, Deferred Shares and performance Shares is 5,500,000
Shares. No Participant may receive Awards representing more than 400,000 shares
in any one calendar year. In addition, the maximum number of Performance Units
that may be granted to a Participant in any one calendar year is 400,000 for
each full or fractional year included in the Performance Period for the grant of
Performance Units during such calendar year. This limitation shall be applied as
of any date by taking into account the number of shares available to be made the
subject of new Awards as of such date, plus the number of shares previously
issued under the Plan and the number of share subject to outstanding Awards as
of such date. Any share delivered under the Plan may consist, in whole or in
part, of authorized and unissued shares or treasury shares.


    
      
         


      

      
        - 4
-

        
          

        

      

      
         


      

    


    (b) Application of Limitation to Grants
of Awards.  No Award may be granted if the number of Shares to
be delivered in connection with such an Award or, in the case of an Award
relating to Shares but settled only in cash, the number of Shares to which such
Award relates, exceeds the number of Shares remaining available under the Plan,
minus the number of Shares deliverable in settlement of or relating to then
outstanding Awards. The Committee may adopt reasonable counting procedures to
ensure appropriate counting, avoid double counting (as, for example, in the case
of tandem or substitute awards) and make adjustments if the number of Shares
actually delivered differs from the number of Shares previously counted in
connection with an Award.

    


    (c) Availability of Shares Not
Delivered Under Awards.

    


    (i) If
any Shares subject to an Award are forfeited, expire or otherwise terminate
without issuance of such Shares, or any Award is settled for cash or otherwise
does not result in the issuance of all or a portion of the Shares subject to
such Award or award, the Shares shall, to the extent of such forfeiture,
expiration, termination, cash settlement or non-issuance, again be available for
Awards under the Plan, subject to Section 4(c)(v) below.

    


    (ii) In
the event that any Option or other Award granted hereunder is exercised through
the tendering of Shares (either actually or by attestation) or by the
withholding of Shares by the Company, or withholding tax liabilities arising
from such Option or other Award are satisfied by the tendering of Shares (either
actually or by attestation) or by the withholding of Shares by the Company, then
only the number of Shares issued net of the Shares tendered or withheld shall be
counted for purposes of determining the maximum number of Shares available for
grant under the Plan.

    


    (iii)
Shares reacquired by the Company on the open market using Option Proceeds shall
be available for Awards under the Plan. The increase in Shares available
pursuant to the repurchase of Shares with Option Proceeds shall not be greater
than the amount of such proceeds divided by the Fair Market Value of a Share on
the date of exercise of the Option giving rise to such Option
Proceeds.

    


    (iv)
Substitute Awards shall not reduce the Shares authorized for grant under the
Plan or authorized for grant to a Participant in any period. Additionally, in
the event that a company acquired by the Company or any Related Entity or with
which the Company or any Related Entity combines has shares available under a
pre-existing plan approved by shareholders and not adopted in contemplation of
such acquisition or combination, the shares available for grant pursuant to the
terms of such pre-existing plan (as adjusted, to the extent appropriate, using
the exchange ratio or other adjustment or valuation ratio or formula used in
such acquisition or combination to determine the consideration payable to the
holders of Common Stock of the entities party to such acquisition or
combination) may be used for Awards under the Plan and shall not reduce the
Shares authorized for grant under the Plan; provided that Awards using such
available shares shall not be made after the date awards or grants could have
been made under the terms of the pre-existing plan, absent the acquisition or
combination, and shall only be made to individuals who were not Employees or
Directors prior to such acquisition or combination.

    


    (v) Any
Shares that again become available for grant pursuant to this Section 4(c) shall
be added back as one (1) Share if such Shares were granted under the
Plan.

    


    (vi)
Notwithstanding anything in this Section 4(c) to the contrary and solely for
purposes of determining whether Shares are available for the grant of Incentive
Stock Options, the maximum aggregate number of shares that may be granted under
this Plan shall be determined without regard to any Shares restored pursuant to
this Section 4(c) that, if taken into account, would cause the Plan to fail the
requirement under Code Section 422 that the Plan designate a maximum aggregate
number of shares that may be issued.

    


    (d) No Further Awards Under Prior
Plan.  In light of the adoption of this Plan, no further awards
shall be made under any prior plans after the Effective Date.

    


    5. Eligibility; Per-Person Award
Limitations.  Awards may be granted under the Plan only to
Eligible Persons. Subject to adjustment as provided in Section 10(c), in each
fiscal year during any part of which the Plan is in effect, no Participant may
be granted (i) Options with respect to more than 400,000 Shares or (ii)
Restricted Stock, Performance Shares and/or Other Stock-Based Awards with
respect to more than 400,000 Shares.


    
      
         


      

      
        - 5
-

        
          

        

      

      
         


      

    

    


    6. Specific Terms of
Awards.

    


    (a) General.  Awards may be granted on
the terms and conditions set forth in this Section 6. In addition, the Committee
may impose on any Award or the exercise thereof, at the date of grant or
thereafter (subject to Section 10(e)), such additional terms and conditions, not
inconsistent with the provisions of the Plan, as the Committee shall determine,
including terms requiring forfeiture of Awards in the event of termination of
Continuous Service by the Participant and terms permitting a Participant to make
elections relating to his or her Award. The Committee shall retain full power
and discretion to accelerate, waive or modify, at any time, any term or
condition of an Award that is not mandatory under the Plan. Except in cases in
which the Committee is authorized to require other forms of consideration under
the Plan, no consideration other than services may be required for the grant
(but not the exercise) of any Award.

    


    (b) Options.  The
Committee is authorized to grant Options to any Eligible Person on the following
terms and conditions:

    


    (i) Exercise
Price.  Other than in connection with Substitute Awards, the
exercise price per Share purchasable under an Option shall be determined by the
Committee, provided that such exercise price shall not be less than 100% of the
Fair Market Value of a Share on the date of grant of the Option and shall not,
in any event, be less than the par value of a Share on the date of grant of the
Option. If an Employee owns or is deemed to own (by reason of the attribution
rules applicable under Section 424(d) of the Code) more than 10% of the combined
voting power of all classes of stock of the Company (or any parent corporation
or subsidiary corporation of the Company, as those terms are defined in Sections
424(e) and (f) of the Code, respectively) and an Incentive Stock Option is
granted to such employee, the exercise price of such Incentive Stock Option (to
the extent required by the Code at the time of grant) shall be no less than 110%
of the Fair Market Value a Share on the date such Incentive Stock Option is
granted.

    


    (ii) Time and Method of
Exercise.  The Committee shall determine the time or times at
which or the circumstances under which an Option may be exercised in whole or in
part (including based on achievement of performance goals and/or future service
requirements), the time or times at which Options shall cease to be or become
exercisable following termination of Continuous Service or upon other
conditions, the methods by which the exercise price may be paid or deemed to be
paid (including in the discretion of the Committee a cashless exercise
procedure), the form of such payment, including, without limitation, cash,
Shares, other Awards or awards granted under other plans of the Company or a
Related Entity, or other property (including notes or other contractual
obligations of Participants to make payment on a deferred basis provided that
such deferred payments are not in violation of the Sarbanes-Oxley Act of 2002,
or any rule or regulation adopted thereunder or any other applicable law), and
the methods by or forms in which Shares will be delivered or deemed to be
delivered to Participants.

    


    (iii) Incentive Stock
Options.  The terms of any Incentive Stock Option granted under
the Plan shall comply in all respects with the provisions of Section 422 of the
Code. Anything in the Plan to the contrary notwithstanding, no term of the Plan
relating to Incentive Stock Options shall be interpreted, amended or altered,
nor shall any discretion or authority granted under the Plan be exercised, so as
to disqualify either the Plan or any Incentive Stock Option under Section 422 of
the Code, unless the Participant has first requested, or consents to, the change
that will result in such disqualification. Thus, if and to the extent required
to comply with Section 422 of the Code, Options granted as Incentive Stock
Options shall be subject to the following special terms and
conditions:

    


    (A) the
Option shall not be exercisable more than ten years after the date such
Incentive Stock Option is granted; provided, however, that if a Participant owns
or is deemed to own (by reason of the attribution rules of Section 424(d) of the
Code) more than 10% of the combined voting power of all classes of stock of the
Company (or any parent corporation or subsidiary corporation of the Company, as
those terms are defined in Sections 424(e) and (f) of the Code, respectively)
and the Incentive Stock Option is granted to such Participant, the term of the
Incentive Stock Option shall be (to the extent required by the Code at the time
of the grant) for no more than five years from the date of grant;
and

    


    (B) the
aggregate Fair Market Value (determined as of the date the Incentive Stock
Option is granted) of the Shares with respect to which Incentive Stock Options
granted under the Plan and all other option plans of the Company (and any parent
corporation or subsidiary corporation of the Company, as those terms are defined
in Sections 424(e) and (f) of the Code, respectively) during any calendar year
exercisable for the first time by the Participant during any calendar year shall
not (to the extent required by the Code at the time of the grant) exceed
$100,000.


    
      
         


      

      
        - 6
-

        
          

        

      

      
         


      

    

    


    (c) Restricted Stock
Awards.  The Committee is authorized to grant Restricted Stock
Awards to any Eligible Person on the following terms and
conditions:

    


    (i) Grant and
Restrictions.  Restricted Stock Awards shall be subject to such
restrictions on transferability, risk of forfeiture and other restrictions, if
any, as the Committee may impose, or as otherwise provided in this Plan,
covering a period of time specified by the Committee (the “Restriction Period”).
The terms of any Restricted Stock Award granted under the Plan shall be set
forth in a written Award Agreement which shall contain provisions determined by
the Committee and not inconsistent with the Plan. The restrictions may lapse
separately or in combination at such times, under such circumstances (including
based on achievement of performance goals and/or future service requirements),
in such installments or otherwise, as the Committee may determine at the date of
grant or thereafter. Except to the extent restricted under the terms of the Plan
and any Award Agreement relating to a Restricted Stock Award, a Participant
granted Restricted Stock shall have all of the rights of a shareholder,
including the right to vote the Restricted Stock and the right to receive
dividends thereon (subject to any mandatory reinvestment or other requirement
imposed by the Committee). During the Restriction Period, subject to Section
10(b) below, the Restricted Stock may not be sold, transferred, pledged,
hypothecated, margined or otherwise encumbered by the Participant.

    


    (ii)
Forfeiture.  Except as otherwise determined by the Committee,
upon termination of a Participant's Continuous Service during the applicable
Restriction Period, the Participant's Restricted Stock that is at that time
subject to restrictions shall be forfeited and reacquired by the Company;
provided that the Committee may provide, by rule or regulation or in any Award
Agreement, or may determine in any individual case, that restrictions or
forfeiture conditions relating to Restricted Stock Awards shall be waived in
whole or in part in the event of terminations resulting from specified
causes.

    


    (iii) Certificates for
Stock.  Restricted Stock granted under the Plan may be
evidenced in such manner as the Committee shall determine. If certificates
representing Restricted Stock are registered in the name of the Participant, the
Committee may require that such certificates bear an appropriate legend
referring to the terms, conditions and restrictions applicable to such
Restricted Stock, that the Company retain physical possession of the
certificates, and that the Participant deliver a stock power to the Company,
endorsed in blank, relating to the Restricted Stock.

    


    (iv) Dividends and
Splits.  As a condition to the grant of a Restricted Stock
Award, the Committee may require or permit a Participant to elect that any cash
dividends paid on a Share of Restricted Stock be automatically reinvested in
additional Shares of Restricted Stock or applied to the purchase of additional
Awards under the Plan. Unless otherwise determined by the Committee, Shares
distributed in connection with a stock split or stock dividend, and other
property distributed as a dividend, shall be subject to restrictions and a risk
of forfeiture to the same extent as the Restricted Stock with respect to which
such Shares or other property have been distributed.

    


    (v) Minimum Vesting
Period.  Except for certain limited situations (including
termination of employment, a Change in Control referred to in Section 9, grants
to new hires to replace forfeited compensation, grants representing payment of
earned Performance Awards or other incentive compensation, or grants to
Directors), Restricted Stock Awards subject solely to future service
requirements shall have a Restriction Period of not less than three years from
date of grant (but permitting pro-rata vesting over such time).

    


    (d) Deferred Stock
Award.  The Committee is authorized to grant Deferred Stock
Awards to any Eligible Person on the following terms and
conditions:

    


    (i) Award and
Restrictions.  Satisfaction of a Deferred Stock Award shall
occur upon expiration of the deferral period specified for such Deferred Stock
Award by the Committee (or, if permitted by the Committee, as elected by the
Participant). In addition, a Deferred Stock Award shall be subject to such
restrictions (which may include a risk of forfeiture) as the Committee may
impose, if any, which restrictions may lapse at the expiration of the deferral
period or at earlier specified times (including based on achievement of
performance goals and/or future service requirements), separately or in
combination, in installments or otherwise, as the Committee may determine. A
Deferred Stock Award may be satisfied by delivery of Shares, cash equal to the
Fair Market Value of the specified number of Shares covered by the Deferred
Stock, or a combination thereof, as determined by the Committee at the date of
grant or thereafter. Prior to satisfaction of a Deferred Stock Award, a Deferred
Stock Award carries no voting or dividend or other rights associated with Share
ownership.


    
      
         


      

      
        - 7
-

        
          

        

      

      
         


      

    

    


    (ii)
Forfeiture.  Except as otherwise determined by the Committee,
upon termination of a Participant's Continuous Service during the applicable
deferral period or portion thereof to which forfeiture conditions apply (as
provided in the Award Agreement evidencing the Deferred Stock Award), the
Participant's Deferred Stock Award that is at that time subject to deferral
(other than a deferral at the election of the Participant) shall be forfeited;
provided that the Committee may provide, by rule or regulation or in any Award
Agreement, or may determine in any individual case, that restrictions or
forfeiture conditions relating to a Deferred Stock Award shall be waived in
whole or in part in the event of terminations resulting from specified causes,
and the Committee may in other cases waive in whole or in part the forfeiture of
any Deferred Stock Award.

    


    (iii) Dividend
Equivalents.  Unless otherwise determined by the Committee at
date of grant, any Dividend Equivalents that are granted with respect to any
Deferred Stock Award shall be either (A) paid with respect to such Deferred
Stock Award at the dividend payment date in cash or in Shares of unrestricted
stock having a Fair Market Value equal to the amount of such dividends, or (B)
deferred with respect to such Deferred Stock Award and the amount or value
thereof automatically deemed reinvested in additional Deferred Stock, other
Awards or other investment vehicles, as the Committee shall determine or permit
the Participant to elect.

    


    (e) Bonus Stock and Awards in Lieu of
Obligations.  The Committee is authorized to grant Shares to
any Eligible Persons as a bonus, or to grant Shares or other Awards in lieu of
obligations to pay cash or deliver other property under the Plan or under other
plans or compensatory arrangements, provided that, in the case of Eligible
Persons subject to Section 16 of the Exchange Act, the amount of such grants
remains within the discretion of the Committee to the extent necessary to ensure
that acquisitions of Shares or other Awards are exempt from liability under
Section 16(b) of the Exchange Act. Shares or Awards granted hereunder shall be
subject to such other terms as shall be determined by the
Committee.

    


    (f) Dividend
Equivalents.  The Committee is authorized to grant Dividend
Equivalents to any Eligible Person entitling the Eligible Person to receive
cash, Shares, other Awards, or other property equal in value to the regular
dividends paid with respect to a specified number of Shares, or other periodic
payments. Dividend Equivalents may be awarded on a free-standing basis or in
connection with another Award. The Committee may provide that Dividend
Equivalents shall be paid or distributed when accrued or shall be deemed to have
been reinvested in additional Shares, Awards, or other investment vehicles, and
subject to such restrictions on transferability and risks of forfeiture, as the
Committee may specify.

    


    (g) Performance
Awards.  The Committee is authorized to grant Performance
Awards to any Eligible Person payable in cash, Shares, or other Awards, on terms
and conditions established by the Committee, subject to the provisions of
Section 8. The performance criteria to be achieved during any Performance Period
and the length of the Performance Period shall be determined by the Committee
upon the grant of each Performance Award; provided, however, that a Performance
Period shall not be shorter than 12months nor longer than five years, except as
provided in Section 9 or as may be provided in an Award Agreement, Performance
Awards will be distributed only after the end of the relevant Performance
Period. The performance goals to be achieved for each Performance Period shall
be conclusively determined by the Committee and may be based upon the criteria
set forth in Section 8. The amount of the Award to be distributed shall be
conclusively determined by the Committee. Performance Awards may be paid in a
lump sum or in installments following the close of the Performance Period or, in
accordance with procedures established by the Committee, on a deferred
basis.

    


    (h) Other Stock-Based
Awards.  The Committee is authorized, subject to limitations
under applicable law, to grant to any Eligible Person such other Awards that may
be denominated or payable in, valued in whole or in part by reference to, or
otherwise based on, or related to, Shares, as deemed by the Committee to be
consistent with the purposes of the Plan. Other Stock-Based Awards may be
granted to Participants either alone or in addition to other Awards granted
under the Plan, and such Other Stock-Based Awards shall also be available as a
form of payment in the settlement of other Awards granted under the Plan. The
Committee shall determine the terms and conditions of such Awards. Shares
delivered pursuant to an Award in the nature of a purchase right granted under
this Section 6(h) shall be purchased for such consideration (including without
limitation loans from the Company or a Related Entity provided that such loans
are not in violation of the Sarbanes Oxley Act of 2002, or any rule or
regulation adopted thereunder or any other applicable law), paid for at such
times, by such methods, and in such forms, including, without limitation, cash,
Shares, other Awards or other property, as the Committee shall
determine.


    
      
         


      

      
        - 8
-

        
          

        

      

      
         


      

    


    7. Certain Provisions Applicable to
Awards.

    


    (a) Stand-Alone, Additional, Tandem,
and Substitute Awards.  Awards granted under the Plan may, in
the discretion of the Committee, be granted either alone or in addition to, in
tandem with, or in substitution or exchange for, any other Award or any award
granted under another plan of the Company, any Related Entity, or any business
entity to be acquired by the Company or a Related Entity, or any other right of
a Participant to receive payment from the Company or any Related Entity. Such
additional, tandem, and substitute or exchange Awards may be granted at any
time. If an Award is granted in substitution or exchange for another Award or
award, the Committee shall require the surrender of such other Award or award in
consideration for the grant of the new Award. In addition, Awards may be granted
in lieu of cash compensation, including in lieu of cash amounts payable under
other plans of the Company or any Related Entity, in which the value of Stock
subject to the Award is equivalent in value to the cash compensation (for
example, Deferred Stock or Restricted Stock), or in which the exercise price,
grant price or purchase price of the Award in the nature of a right that may be
exercised is equal to the Fair Market Value of the underlying Stock minus the
value of the cash compensation surrendered (for example, Options granted with an
exercise price “discounted” by the amount of the cash compensation
surrendered).

    


    (b) Term of
Awards.  The term of each Award shall be for such period as may
be determined by the Committee; provided that in no event shall the term of any
Option exceed a period of ten years (or in the case of an Incentive Stock Option
such shorter term as may be required under Section 422 of the
Code).

    


    (c) Form and Timing of Payment Under
Awards; Deferrals.  Subject to the terms of the Plan and any
applicable Award Agreement, payments to be made by the Company or a Related
Entity upon the exercise of an Option or other Award or settlement of an Award
may be made in such forms as the Committee shall determine, including, without
limitation, cash, Shares, other Awards or other property, and may be made in a
single payment or transfer, in installments, or on a deferred basis. Any
installment or deferral provided for in the preceding sentence shall, however,
be subject to the Company’s compliance with the provisions of the Sarbanes-Oxley
Act of 2002, the rules and regulations adopted by the Securities and Exchange
Commission thereunder, and all applicable rules of the NASDAQ Stock Market or
any national securities exchange on which the Company’s securities are listed or
quoted for trading and, if not listed or quoted for trading on either the NASDAQ
Stock Market or a national securities exchange, then the rules of the NASDAQ
Stock Market. The settlement of any Award may be accelerated, and cash paid in
lieu of Stock in connection with such settlement, in the discretion of the
Committee or upon occurrence of one or more specified events (in addition to a
Change in Control). Installment or deferred payments may be required by the
Committee (subject to Section 10(e) of the Plan, including the consent
provisions thereof in the case of any deferral of an outstanding Award not
provided for in the original Award Agreement) or permitted at the election of
the Participant on terms and conditions established by the Committee. Payments
may include, without limitation, provisions for the payment or crediting of a
reasonable interest rate on installment or deferred payments or the grant or
crediting of Dividend Equivalents or other amounts in respect of installment or
deferred payments denominated in Shares.

    


    (d) Exemptions from Section 16(b)
Liability.  It is the intent of the Company that the grant of
any Awards to or other transaction by a Participant who is subject to Section 16
of the Exchange Act shall be exempt from Section 16 pursuant to an applicable
exemption (except for transactions acknowledged in writing to be non-exempt by
such Participant). Accordingly, if any provision of this Plan or any Award
Agreement does not comply with the requirements of Rule 16b-3 then applicable to
any such transaction, such provision shall be construed or deemed amended to the
extent necessary to conform to the applicable requirements of Rule 16b-3 so that
such Participant shall avoid liability under Section 16(b).

    


    8. Code Section 162(m)
Provisions.

    


    (a) Covered
Employees.  If and to the extent that the Committee determines
at the time a Restricted Stock Award, a Performance Award, or an Other
Stock-Based Award is granted to an Eligible Person who is, or is likely to be,
as of the end of the tax year in which the Company would claim a tax deduction
in connection with such Award, a Covered Employee, then the Committee may
provide that this Section 8 is applicable to such Award.

    


    (b) Performance
Criteria.  If a Restricted Stock Award, a Performance Award or
an Other Stock-Based Award is subject to this Section 8, then the lapsing of
restrictions thereon and the distribution of cash, Shares or other property
pursuant thereto, as applicable, shall be contingent upon achievement of one or
more objective performance goals. Performance goals shall be objective and shall
otherwise meet the requirements of Section 162(m) of the Code and regulations
thereunder including the requirement that the level or levels of performance
targeted by the Committee result in the achievement of performance goals being
“substantially uncertain.” One or more of the following business criteria for
the Company, on a consolidated basis, and/or for Related Entities, or for
business or geographical units of the Company and/or a Related Entity (except
with respect to the total shareholder return and earnings per share criteria),
shall be used by the Committee in establishing performance goals for such
Performance Awards: (1) earnings per share; (2) increase in revenues or margins;
(3) increase in cash flow; (4) operating margin; (5) return on net assets,
investment, capital, or equity; (6) economic value added; (7) direct
contribution; (8) net income; pretax earnings, earnings before interest and
taxes; earnings before interest, taxes, depreciation and amortization; earnings
after interest expense and before extraordinary or special items; operating
income; income before interest income or expense, unusual items and income
taxes, local, state or federal and excluding budgeted and actual bonuses which
might be paid under any ongoing bonus plans of the Company; (9) working capital;
(10) management of fixed costs or variable costs; (11) identification or
consummation of investment opportunities or completion of specified projects in
accordance with corporate business plans, including, but not limited to,
strategic mergers, acquisitions or divestitures; (12) total shareholder return;
(13) debt reduction; and (14) increases in assets under
management.


    
      
         


      

      
        - 9
-

        
          

        

      

      
         


      

    

    


    (c) Performance Period; Timing for
Establishing Performance Goals.  Achievement of performance
goals in respect of such Performance Awards shall be measured over a Performance
Period no shorter than 12 months and no longer than five years, as specified by
the Committee. Performance goals shall be established not later than 90 days
after the beginning of any Performance Period applicable to such Performance
Awards, or at such other date as may be required or permitted for
“performance-based compensation” under Code Section 162(m).

    


    (d) Adjustments;  The
Committee may, in its discretion, reduce the amount of a settlement otherwise to
be made in connection with Awards subject to this Section 8, but may not
exercise discretion to increase any such amount payable to a Covered Employee in
respect of an Award subject to this Section 8. The Committee shall specify the
circumstances in which such Awards shall be paid or forfeited in the event of
termination of Continuous Service by the Participant prior to the end of a
Performance Period or settlement of Awards.

    


    9. Change in
Control.

    


    (a) Effect of “Change in
Control.”  Subject to Section 9(a)(iv), and if and only to the
extent provided in the Award Agreement, or to the extent otherwise determined by
the Committee, upon the occurrence of a “Change in Control,” as defined in
Section 9(b):

    


    (i) Any
Option that was not previously vested and exercisable as of the time of the
Change in Control, shall become immediately vested and exercisable, subject to
applicable restrictions set forth in Section 10(a) hereof.

    


    (ii) Any
restrictions, deferral of settlement, and forfeiture conditions applicable to a
Restricted Stock Award, Deferred Stock Award or an Other Stock-Based Award
subject only to future service requirements granted under the Plan shall lapse
and such Awards shall be deemed fully vested as of the time of the Change in
Control, except to the extent of any waiver by the Participant and subject to
applicable restrictions set forth in Section 10(a) hereof.

    


    (iii)
With respect to any outstanding Performance Award, Restricted Stock Award,
Deferred Stock Award or Other Stock-Based Award subject to achievement of
performance goals and conditions under the Plan, (A) a pro rata portion of the
Award shall be considered earned and payable based on the portion of the
Performance Period completed as of the date of the Change in Control and based
on performance to such date, or if performance to such date is not determinable,
based on target performance, and (B) the value at target performance of the
remaining portion of the Award shall be converted to a Restricted Stock Award,
or a Deferred Stock Award for purposes of Section 9(a)(iv). If Awards are not
assumed or substituted for by the successor company pursuant to Section
9(a)(iv), then the full Award shall be considered earned and
payable.

    


    (iv)
Notwithstanding the foregoing, if in the event of a Change in Control the
successor company assumes or substitutes for an Option, Restricted Stock Award,
Deferred Stock Award or Other Stock-Based Award, then each outstanding Option,
Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award shall
not be accelerated as described in Sections 9(a)(i), (ii) and (iii). For the
purposes of this Section 9(a)(iv), an Option, Restricted Stock Award, Deferred
Stock Award or Other Stock-Based Award shall be considered assumed or
substituted for if following the Change in Control the award confers the right
to purchase or receive, for each Share subject to the Option, Restricted Stock
Award, Deferred Stock Award or Other Stock-Based Award immediately prior to the
Change in Control, the consideration (whether stock, cash or other securities or
property) received in the transaction constituting a Change in Control by
holders of Shares for each Share held on the effective date of such transaction
(and if holders were offered a choice of consideration, the type of
consideration chosen by the holders of a majority of the outstanding shares);
provided, however, that if such consideration received in the transaction
constituting a Change in Control is not solely Common Stock of the successor
company, the Committee may, with the consent of the successor company, provide
that the consideration to be received upon the exercise or vesting of an Option,
Restricted Stock Award, Deferred Stock Award or Other Stock-Based Award, for
each Share subject thereto, will be solely Common Stock of the successor company
substantially equal in fair market value to the per share consideration received
by holders of Shares in the transaction constituting a Change in Control. The
determination of such substantial equality of value of consideration shall be
made by the Committee in its sole discretion and its determination shall be
conclusive and binding.


    
      
         


      

      
        - 10
-

        
          

        

      

      
         


      

    

    


    (b) Definition of “Change in
Control”.  Unless otherwise specified in an Award Agreement, a
“Change in Control” shall mean the occurrence of any of the
following:

    


    (i) The
acquisition by any Person of Beneficial Ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of fifty percent (50%) or more of
either (A) the then outstanding shares of common stock of the Company (the
“Outstanding Company Common Stock”) or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote generally in the
election of directors (the “Outstanding Company Voting Securities”); provided,
however, that for purposes of this Section 9(b), the following acquisitions
shall not constitute a Change of Control: (w) any acquisition directly from the
Company; (x) any acquisition by the Company; (y) any acquisition by any employee
benefit plan (or related trust) sponsored or maintained by the Company or any
Subsidiary; or (z) any acquisition by any corporation pursuant to a transaction
which complies with clauses (A), (B) and (C) of subsection (iii) below;
or

    


    (ii)
During any period of two (2) consecutive years (not including any period prior
to the Effective Date) individuals who constitute the Board on the Effective
Date (the “Incumbent Board”) cease for any reason to constitute at least a
majority of the Board; provided, however, that any individual becoming a
director subsequent to the Effective Date whose election, or nomination for
election by the Company’s shareholders, was approved by a vote of at least a
majority of the directors then comprising the Incumbent Board shall be
considered as though such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose initial assumption of
office occurs as a result of an actual or threatened election contest with
respect to the election or removal of directors or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the
Board; or

    


    (iii)
Consummation of a reorganization, merger, statutory share exchange or
consolidation or similar corporate transaction involving the Company or any of
its Subsidiaries, a sale or other disposition of all or substantially all of the
assets of the Company, or the acquisition of assets or stock of another entity
by the Company or any of its Subsidiaries (each a “Business Combination”), in
each case, unless, following such Business Combination, (A) all or substantially
all of the individuals and entities who were the Beneficial Owners,
respectively, of the Outstanding Company Common Stock and Outstanding Company
Voting Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than fifty percent (50%) of, respectively, the
then outstanding shares of Common Stock and the combined voting power of the
then outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the corporation resulting from such Business
Combination (including, without limitation, a corporation which as a result of
such transaction owns the Company or all or substantially all of the Company’s
assets either directly or through one or more subsidiaries) in substantially the
same proportions as their ownership, immediately prior to such Business
Combination of the Outstanding Company Common Stock and Outstanding Company
Voting Securities, as the case may be, (B) no Person (excluding any employee
benefit plan (or related trust) of the Company or such corporation resulting
from such Business Combination) beneficially owns, directly or indirectly, fifty
percent (50%) or more of, respectively, the then outstanding shares of Common
Stock of the corporation resulting from such Business Combination or the
combined voting power of the then outstanding voting securities of such
corporation except to the extent that such ownership existed prior to the
Business Combination and (C) at least a majority of the members of the Board of
Directors of the corporation resulting from such Business Combination were
members of the Incumbent Board at the time of the execution of the initial
agreement, or of the action of the Board, providing for such Business
Combination; or

    


    (iv)
Approval by the shareholders of the Company of a complete liquidation or
dissolution of the Company.

    


    10. General
Provisions.

    


    (a) Compliance With Legal and Other
Requirements.  The Company may, to the extent deemed necessary
or advisable by the Committee, postpone the issuance or delivery of Shares or
payment of other benefits under any Award until completion of such registration
or qualification of such Shares or other required action under any federal or
state law, rule or regulation, listing or other required action with respect to
any stock exchange or automated quotation system upon which the Shares or other
Company securities are listed or quoted, or compliance with any other obligation
of the Company, as the Committee, may consider appropriate, and may require any
Participant to make such representations, furnish such information and comply
with or be subject to such other conditions as it may consider appropriate in
connection with the issuance or delivery of Shares or payment of other benefits
in compliance with applicable laws, rules, and regulations, listing
requirements, or other obligations.


    
      
         


      

      
        - 11
-

        
          

        

      

      
         


      

    

    


    (b) Limits on Transferability;
Beneficiaries.  No Award or other right or interest granted
under the Plan shall be pledged, hypothecated or otherwise encumbered or subject
to any lien, obligation or liability of such Participant to any party, or
assigned or transferred by such Participant otherwise than by will or the laws
of descent and distribution or to a Beneficiary upon the death of a Participant,
and such Awards or rights that may be exercisable shall be exercised during the
lifetime of the Participant only by the Participant or his or her guardian or
legal representative, except that Awards and other rights (other than Incentive
Stock Options) may be transferred to one or more Beneficiaries or other
transferees during the lifetime of the Participant, and may be exercised by such
transferees in accordance with the terms of such Award, but only if and to the
extent such transfers are permitted by the Committee pursuant to the express
terms of an Award Agreement (subject to any terms and conditions which the
Committee may impose thereon). A Beneficiary, transferee, or other person
claiming any rights under the Plan from or through any Participant shall be
subject to all terms and conditions of the Plan and any Award Agreement
applicable to such Participant, except as otherwise determined by the Committee,
and to any additional terms and conditions deemed necessary or appropriate by
the Committee.

    


    (c) Adjustments.

    


    (i) Adjustments to
Awards.  In the event that any extraordinary dividend or other
distribution (whether in the form of cash, Shares, or other property),
recapitalization, forward or reverse split, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange, liquidation,
dissolution or other similar corporate transaction or event affects the Shares
and/or such other securities of the Company or any other issuer such that a
substitution, exchange, or adjustment is determined by the Committee to be
appropriate, then the Committee shall, in such manner as it may deem equitable,
substitute, exchange or adjust any or all of (A) the number and kind of Shares
which may be delivered in connection with Awards granted thereafter, (B) the
number and kind of Shares by which annual per-person Award limitations are
measured under Section 5 hereof, (C) the number and kind of Shares subject to or
deliverable in respect of outstanding Awards, (D) the exercise price, grant
price or purchase price relating to any Award and/or make provision for payment
of cash or other property in respect of any outstanding Award, and (E) any other
aspect of any Award that the Committee determines to be
appropriate.

    


    (ii) Adjustments in Case of Certain
Corporate Transactions.  In the event of any proposed sale of
all or substantially all of the Company’s assets or any reorganization, merger,
consolidation, or other form of corporate transaction in which the Company does
not survive, or in which the Shares are exchanged for or converted into
securities issued by another entity, the successor or acquiring entity or an
affiliate thereof may, with the consent of the Committee, assume each
outstanding Award or substitute an equivalent option, right or other award. If
the successor or acquiring entity or an affiliate thereof, does not cause such
an assumption or substitution of any Award, then that Award shall terminate upon
consummation of the sale, merger, consolidation, or other corporate transaction,
with or without consideration as determined by the Committee. The Committee
shall give written notice of any proposed transaction referred to in this
Section 10(c)(ii) a reasonable period of time prior to the closing date for such
transaction (which notice may be given either before or after the approval of
such transaction), in order that Participants may have a reasonable period of
time prior to the closing date of such transaction within which to exercise any
Awards that are then exercisable (including any Awards that may become
exercisable upon the closing date of such transaction). A Participant may
condition his exercise of any Awards upon the consummation of the
transaction.

    


    (iii)
Other
Adjustments.  In addition, the Committee (and the Board if and
only to the extent such authority is not required to be exercised by the
Committee to comply with Section 162(m) of the Code) is authorized to make
adjustments in the terms and conditions of, and the criteria included in, Awards
(including Performance Awards, or performance goals relating thereto) in
recognition of unusual or nonrecurring events (including, without limitation,
acquisitions and dispositions of businesses and assets) affecting the Company,
any Related Entity or any business unit, or the financial statements of the
Company or any Related Entity, or in response to changes in applicable laws,
regulations, accounting principles, tax rates and regulations or business
conditions or in view of the Committee's assessment of the business strategy of
the Company, any Related Entity or business unit thereof, performance of
comparable organizations, economic and business conditions, personal performance
of a Participant, and any other circumstances deemed relevant; provided that no
such adjustment shall be authorized or made if and to the extent that such
authority or the making of such adjustment would cause Options and Performance
Awards granted under Section 8(b) hereof to Participants designated by the
Committee as Covered Employees and intended to qualify as “performance-based
compensation” under Code Section 162(m) and the regulations thereunder to
otherwise fail to qualify as “performance-based compensation” under Code Section
162(m) and regulations thereunder.


    
      
         


      

      
        - 12
-

        
          

        

      

      
         


      

    

    


    (d) Taxes.  The
Company and any Related Entity are authorized to withhold from any Award
granted, any payment relating to an Award under the Plan, including from a
distribution of Shares, or any payroll or other payment to a Participant,
amounts of withholding and other taxes due or potentially payable in connection
with any transaction involving an Award, and to take such other action as the
Committee may deem advisable to enable the Company or any Related Entity and
Participants to satisfy obligations for the payment of withholding taxes and
other tax obligations relating to any Award. This authority shall include
authority to withhold or receive Shares or other property and to make cash
payments in respect thereof in satisfaction of a Participant's tax obligations,
either on a mandatory or elective basis in the discretion of the
Committee.

    


    (e) Changes to the Plan and
Awards.  The Board may amend, alter, suspend, discontinue or
terminate the Plan, or the Committee's authority to grant Awards under the Plan,
without the consent of shareholders or Participants, except that any amendment
or alteration to the Plan shall be subject to the approval of the Company's
shareholders not later than the Annual Meeting next following such Board action
if such shareholder approval is required by any federal or state law or
regulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or
the rules of any stock exchange or automated quotation system on which the
Shares may then be listed or quoted, and the Board may otherwise, in its
discretion, determine to submit other such changes to the Plan to shareholders
for approval; provided that, without the consent of an affected Participant, no
such Board action may materially and adversely affect the rights of such
Participant under any previously granted and outstanding Award. The Committee
may waive any conditions or rights under, or amend, alter, suspend, discontinue
or terminate any Award theretofore granted and any Award Agreement relating
thereto, except as otherwise provided in the Plan; provided that, without the
consent of an affected Participant, no such Committee or the Board action may
materially and adversely affect the rights of such Participant under such Award.
Notwithstanding anything to the contrary, the Committee shall be authorized to
amend any outstanding Option to reduce the exercise price or grant price without
the prior approval of the shareholders of the Company. In addition, the
Committee shall be authorized to cancel outstanding Options and/or Stock
Appreciate Rights replaced with Awards having a lower exercise price without the
prior approval of the shareholders of the Company.

    


    (f) Limitation on Rights Conferred
Under Plan.  Neither the Plan nor any action taken hereunder
shall be construed as (i) giving any Eligible Person or Participant the right to
continue as an Eligible Person or Participant or in the employ or service of the
Company or a Related Entity; (ii) interfering in any way with the right of the
Company or a Related Entity to terminate any Eligible Person's or Participant's
Continuous Service at any time, (iii) giving an Eligible Person or Participant
any claim to be granted any Award under the Plan or to be treated uniformly with
other Participants and Employees, or (iv) conferring on a Participant any of the
rights of a shareholder of the Company unless and until the Participant is duly
issued or transferred Shares in accordance with the terms of an
Award.

    


    (g) Unfunded Status of Awards; Creation of
Trusts.  The Plan is intended to constitute an “unfunded” plan
for incentive and deferred compensation. With respect to any payments not yet
made to a Participant or obligation to deliver Shares pursuant to an Award,
nothing contained in the Plan or any Award shall give any such Participant any
rights that are greater than those of a general creditor of the Company;
provided that the Committee may authorize the creation of trusts and deposit
therein cash, Shares, other Awards or other property, or make other arrangements
to meet the Company's obligations under the Plan. Such trusts or other
arrangements shall be consistent with the “unfunded” status of the Plan unless
the Committee otherwise determines with the consent of each affected
Participant. The trustee of such trusts may be authorized to dispose of trust
assets and reinvest the proceeds in alternative investments, subject to such
terms and conditions as the Committee may specify and in accordance with
applicable law.

    


    (h) Nonexclusivity of the
Plan.  Neither the adoption of the Plan by the Board nor its
submission to the shareholders of the Company for approval shall be construed as
creating any limitations on the power of the Board or a committee thereof to
adopt such other incentive arrangements as it may deem desirable including
incentive arrangements and awards which do not qualify under Section 162(m) of
the Code.

    


    (i) Payments in the Event of
Forfeitures; Fractional Shares.  Unless otherwise determined by
the Committee, in the event of a forfeiture of an Award with respect to which a
Participant paid cash or other consideration, the Participant shall be repaid
the amount of such cash or other consideration. No fractional Shares shall be
issued or delivered pursuant to the Plan or any Award. The Committee shall
determine whether cash, other Awards or other property shall be issued or paid
in lieu of such fractional shares or whether such fractional shares or any
rights thereto shall be forfeited or otherwise eliminated.

    


    (j) Governing
Law.  The validity, construction and effect of the Plan, any
rules and regulations under the Plan, and any Award Agreement shall be
determined in accordance with the laws of the jurisdiction of incorporation of
the Company without giving effect to principles of conflict of laws and
excluding (to the greatest extent permissible by law) any rule of law that would
cause the application of the laws of any jurisdiction other than the laws of the
jurisdiction of incorporation of the Company.


    
      
         


      

      
        - 13
-

        
          

        

      

      
         


      

    

    


    (k) Non-U.S.
Laws.  The Committee shall have the authority to adopt such
modifications, procedures, and subplans as may be necessary or desirable to
comply with provisions of the laws of foreign countries in which the Company or
its Subsidiaries may operate to assure the viability of the benefits from Awards
granted to Participants performing services in such countries and to meet the
objectives of the Plan.

    


    (l) Plan Effective Date and Shareholder
Approval; Termination of Plan.  The Plan was adopted by the
Board on the Effective Date and amended and restated effective October 15, 2008.
The amended terms of the Plan were approved by a majority of the votes cast at
the next duly held meeting of the Company’s stockholders at which a majority of
the outstanding voting shares were present, in person or by proxy and entitled
to vote.  The Plan shall terminate at the earliest of (a) such time as
no Shares remain available for issuance under the Plan, (b) termination of this
Plan by the Board, or (c) the tenth anniversary of the Effective Date. Awards
outstanding upon expiration of the Plan shall remain in effect until they have
been exercised terminated, or have expired.


    
      
         


      

      
        - 14
-