exhibit10b.htm


    
      
 


    Exhibit
10.2

     

    ENERGIZER HOLDINGS,
INC.

    2000 INCENTIVE
STOCK PLAN

    (2009 Amendment and
Restatement)

     

    Section
I.  General Provisions

     

     

    A.  Purpose
of Plan

     

    The purpose of the
Energizer Holdings, Inc. Incentive Stock Plan (the “Plan”) is to enhance the
profitability and value of the Company for the benefit of its shareholders by
providing for stock options and other stock awards to attract, retain and
motivate officers and other key employees who make important contributions to
the success of the Company, and to provide equity-linked compensation for
directors.  Pursuant to Internal Revenue Service Notice 2007-86,
with respect to the period from January 1, 2005 through December 31, 2008, the
Plan was operated in accordance with the Company’s good faith interpretation of
compliance with Section 409A of the Internal Revenue Code of 1986, as amended
(“Code”) based on available guidance.  Effective January 1, 2009, the
Plan will be administered in accordance with the 2009 Amendment and Restatement
of the Energizer Holdings, Inc. 2000 Incentive
Stock  Plan.

     

    B.  Definitions
of Terms as Used in the Plan

     

    “Affiliate” shall
mean any entity fifty percent or more of whose outstanding voting securities, or
beneficial ownership for entities other than corporations, is owned, directly or
indirectly, by the Company, or which otherwise controls, is controlled by, or is
under common control with, the Company.

     

    “Award” shall mean
an Option, including a Restoration Option, or any Other Stock Award, granted
under the terms of the Plan.

     

    “Award Agreement”
shall mean the document or documents evidencing an Award granted under the
Plan.

     

    “Board” shall mean
the Board of Directors of the Company.

     

    “Code” shall mean
the Internal Revenue Code of 1986, as amended, and the regulations promulgated
thereunder.

     

    “Committee” shall
mean the Nominating and Executive Compensation Committee of the Board, or any
successor committee the Board may designate to administer the
Plan.  Each member of the Committee shall be (i) an “outside director”
within the meaning of Section 162(m) of the Code, subject to any transitional
rules applicable to the definition of outside director, and (ii) a “Non-Employee
Director” within the meaning of Rule 16b-3 under the Exchange Act, or otherwise
qualified to administer the Plan as contemplated by that Rule or any successor
Rule under the Exchange Act.

     

    “Common Stock”
shall mean Energizer Holdings, Inc. $.01 par value Common Stock or common stock
of the Company outstanding upon the reclassification of the Common Stock or any
other class or series of common stock, including, without limitation, by means
of any stock split, stock dividend, creation of targeted stock, or other
distributions of stock in respect of stock, or any reverse stock split, or by
reason of any recapitalization, merger or consolidation of the
Company.

     

    “Company” shall
mean Energizer Holdings, Inc.

     

    “Corporate Officer”
shall mean any President, Chief Executive Officer, Corporate Vice President,
Controller, Secretary or Treasurer of the Company, and any other officers
designated as corporate officers by the Board.

     

    “Director” shall
mean any member of the Board.

     

    “Employee” shall
mean any person who is employed by the Company or an Affiliate, including
Corporate Officers.

     

    “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.

     

    “Fair Market Value”
of the Common Stock shall mean the closing price as reported on the Composite
Tape of the New York Stock Exchange, Inc. on the date that such Fair Market
Value is to be determined, or if no shares were traded on the determination
date, the immediately preceding day on which the Common Stock was traded, or the
fair market value as determined by any other method that
may be required in order to comply with or to conform to the requirements of
applicable laws or regulations.

     

    “Incentive Stock
Options” shall mean Options that qualify as such under Section 422 of the
Code.

     

    “Non-Qualified
Stock Options” shall mean Options that do not qualify as Incentive Stock
Options.

     

    “Option” shall mean
the right, granted under the Plan, to purchase a specified number of shares of
Common Stock, at a fixed price for a specified period of time.

     

    “Other Stock Award”
shall mean any Award granted under Section III of the Plan.

     

    “Phantom Stock
Option” shall mean an Option, granted under the Plan, which provides that in
lieu of receiving shares of Common Stock upon exercise, the recipient will
receive an amount equal to the excess of the Fair Market Value of the Common
Stock at exercise over the exercise price set forth in the Award Agreement for
the Phantom Stock Option.

     

    “Restoration
Option” shall mean an Option granted upon exercise of an outstanding Option,
provided that the exercise price is paid by tendering previously owned shares of
Common Stock by the Employee or Director.

     

    “Restricted Stock
Award” shall mean an Award of shares of Common Stock on which are imposed
restrictions on transferability or other shareholder rights, including, but not
limited to, restrictions which subject such Award to a “substantial risk of
forfeiture” as defined in Section 83 of the Code.

     

    “Stock Appreciation
Right” shall mean a right granted under the terms of the Plan to receive an
amount equal to the excess of the Fair Market Value of one share of Common Stock
as of the date of exercise of the Stock Appreciation Right over the price per
share of Common Stock specified in the Award Agreement of which it is a
part.

     

    “Termination for
Cause” shall mean an Employee’s termination of employment with the Company or an
Affiliate because of the Employee’s willful engaging in gross misconduct,
provided, however, that a Termination for Cause shall not include termination
attributable to (i) poor work performance, bad judgment or negligence on the
part of the Employee, (ii) an act or omission believed by the Employee in good
faith to have been in or not opposed to the best interests of the Company and
reasonably believed by the Employee to be lawful, or (iii) the good faith
conduct of the Employee in connection with a change of control of the Company
(including opposition to or support of such change of control).

     

    C.  Scope
of Plan and Eligibility

     

    Any Employee
selected by the Committee, and any member of the Board, shall be eligible for
any Award contemplated under the Plan.

     

    D.  Authorization
and Reservation

     

    The Company shall
establish a reserve of authorized shares of Common Stock in the amount of
15,000,000 shares.  This reserve shall represent the total number of
shares of Common Stock that may be presently issued pursuant to Awards,
including Restoration Options, subject to increase as described
below.  The reserves may consist of authorized but unissued shares of
Common Stock or of reacquired shares, or both.  Upon the forfeiture or
expiration of an Award, all shares of Common Stock not issued thereunder shall
become available for the granting of additional Awards.  In addition,
when a Restoration Option is granted upon the tendering of shares of Common
Stock in payment of the exercise price of any Options, the reserve shall be
increased in an amount equal to the number of shares so tendered, and such
additional reserved shares shall become available for the granting of additional
Awards.  Awards under the Plan which are payable in cash will not be
counted against the reserve unless actual payment is made in shares of Common
Stock instead of cash.

     

    E.  Grant
of Awards and Administration of the Plan

     

        1.  The
Committee shall determine those Employees eligible to receive Awards and the
amount, type and terms of each Award, subject to the provisions of the Plan, and
it shall have the power to delegate responsibility to others to select Employees
other than Corporate Officers eligible to receive Awards and the amount of each
such Award, on terms determined by the Committee.  The Board shall
determine the amount, type and terms of each Award to a Director, subject to the
provisions of the Plan.  In making any determinations under the Plan,
the Committee or the Board, as the case may be, shall be entitled to rely on
reports, opinions or statements of officers or employees of the Company, as well
as those of counsel, public accountants and other professional or expert
persons.  All determinations, interpretations and other decisions
under or with respect to the Plan or any Award by the Committee or the Board, as
the case may be, shall be final, conclusive and binding upon all parties,
including without limitation, the Company, any Employee or Director, and any
other person with rights to any Award under the Plan, and no member of the Board
or the Committee shall be subject to individual liability with respect to the
Plan.

     

        2.  The
Committee shall administer the Plan and, in connection therewith, it shall have
full power to construe and interpret the Plan, establish rules and regulations
and perform all other acts it believes reasonable and proper, including the
power to delegate responsibility to others to assist it in administering the
Plan.  To the extent, however, that such construction and
interpretation or establishment of rules and regulations relates to or affects
any Awards granted to Directors, the Board must ratify such construction,
interpretation or establishment.

     

        3.  During
the term of the Plan, the aggregate number of shares of Common Stock that may be
the subject of performance-based Awards (as defined in Section 162(m) of the
Code), excluding Restoration Options, that may be granted to an Employee or
Director during any one fiscal year may not exceed 1,900,000.  The
aggregate number of shares of Common Stock that may be the subject of
Restoration Options that may be granted to an Employee or Director during any
one fiscal year may not exceed 950,000.  These amounts are subject to
adjustment as provided in Section VI. F. below.  The maximum number of
shares with regard to which Options and Stock Appreciation Rights may be granted
to any individual during any one fiscal year is 1,900,000.  Any
stock-related deferred compensation will not be applied against this
limit.  Awards granted in a fiscal year but cancelled during that same
year will continue to be applied against the annual limit for that year, despite
cancellation.

     

        4.  Awards
granted under the Plan shall be evidenced in the manner prescribed by the
Committee from time to time in accordance with the terms of the
Plan.  The terms of each Award shall be set forth in an Award
Agreement, and the Committee may require that a recipient execute and deliver
the Award Agreement to the Company in order to evidence his or her acceptance of
the Award.

     

    Section
II.  Stock Options

     

    A.  Description

     

    The Committee or,
in the case of Awards granted to Directors, the Board, may grant Incentive Stock
Options and it may grant Non-Qualified Stock Options.  At the
discretion of the Committee or the Board, in the case of Options granted to
Directors, an Employee or Director may also be eligible to receive a Restoration
Option in connection with an Option exercise, as more particularly set forth
below.

     

    B.  Terms
and Conditions

     

        1.  Each
Option shall be set forth in a written Award Agreement containing such terms and
conditions as the Committee, or in the case of Awards granted to Directors, the
Board, may determine, subject to the provisions of the Plan.

     

        2.  The
option price of shares of Common Stock subject to any Option shall not be less
than the Fair Market Value of the Common Stock on
the date
that the Option is granted.

     

        3.  The
Committee, or in the case of Awards granted to Directors, the Board, shall
determine the vesting schedules and the terms, conditions and limitations
governing exercisability of Options granted under the Plan.  Unless
accelerated in accordance with its terms, an Option may not be exercised until a
period of at least one year has elapsed from the date of grant, and the term of
any Option granted hereunder shall not exceed ten years.

     

        4.  The
purchase price of any shares of Common Stock pursuant to exercise of any Option
must be paid in full upon such exercise.  The payment shall be made in
cash, in United States dollars, or by tendering shares of Common Stock owned by
the Employee or Director (or the person exercising the Option).  If
shares of Common Stock are tendered, they must have been owned at least six
months prior to the date of tender (or such other time period as may be
determined by the Committee).

     

        5.  The
terms and conditions of any Incentive Stock Options granted hereunder shall be
subject to and shall be designed to comply with, the provisions of Section 422
of the Code, and any other administrative procedures adopted by the Committee
from time to time.  Incentive Stock Options may not be granted to any
person who is not an Employee at the time of grant.

     

    C.  Restoration
Options

     

    The Committee, or,
in the case of Awards granted to Directors, the Board, may provide either at the
time of grant or subsequently that an option include the right to acquire a
Restoration Option.  An option which provides for the grant of a
Restoration Option shall entitle the Employee or Director, upon exercise of the
option (in whole or in part) prior to termination of employment or retirement or
resignation as a Director, and payment of the exercise price in shares of Common
Stock, to receive a Restoration Option.  In addition to any other
terms and conditions set forth in the Award Agreement, the Restoration Option
shall be subject to the following terms: (i) the number of shares of Common
Stock which are the subject of the Restoration Option shall not exceed the
number of shares used to satisfy the option price of the original option (which
shares must have been owned for the time period described in B.4. above), (ii)
the grant date of the Restoration Option will be the date of exercise of the
original option, (iii) the exercise price per share shall be the Fair Market
Value on the Restoration Option grant date, (iv) the Restoration Option, unless
accelerated, in accordance with its terms, shall be exercisable no earlier than
one year after its grant date, (v) the term of the Restoration Option shall not
extend beyond the term of the original option, and (vi) the Restoration Option
will comply with all other provisions of the Plan.  The Committee, or
in the case of Awards granted to Directors, the Board, shall, in addition to all
other powers granted to it under the Plan, have the power to designate any
limitations on the frequency of the grants of Restoration Options to any
Employee or Director, and may require, as a condition to the grant of
Restoration Options, that the recipient agree not to resell shares received upon
exercise of the original option (which original option may be a Restoration
Option) for a specific period.

     

     

    Section III. Other
Stock Awards

     

    In
addition to Options, the Committee or, in the case of Awards granted to
Directors, the Board may grant Other Stock Awards payable in Common Stock or
cash, upon such terms and conditions as the Committee or Board may determine,
subject to the provisions of the Plan.  Other Stock Awards may
include, but are not limited to, the following types of Awards:

     

    A.  Restricted Stock
Awards
and Restricted Stock
Equivalents

     

    The Committee or,
in the case of Awards granted to Directors, the Board may grant Restricted Stock
Awards, each of which consists of a grant of shares of Common Stock, subject to
terms and conditions determined by the Committee or Board in its sole discretion
as well as to the provisions of the Plan.  Such terms and conditions
shall be set forth in a written Award Agreement.  The shares of Common
Stock granted will be restricted and may not be sold, pledged, transferred or
otherwise disposed of until the lapse or release of restrictions in accordance
with the terms of the Award Agreement and the Plan.  Prior to the
lapse or release of restrictions, all shares of Common Stock which are the
subject of a Restricted Stock Award are subject to forfeiture in accordance with
Section IV of the Plan.  Shares of Common Stock issued pursuant to a
Restricted Stock Award will be issued for no monetary consideration.  The Committee or, in the case of Awards granted to
Directors, the
Board, may also grant restricted stock equivalents which only convert into
shares of Common Stock upon vesting at the end of a specified restricted
period.  To the extent Code Section 409A is applicable, all restricted
stock equivalents must satisfy the requirements of Code Section 409A and the
regulations and guidance thereunder.

     

    B.  Stock
Related Deferred Compensation

     

    The Committee may, in its
discretion, permit the deferral of payment of an Employee’s cash bonus or other
cash compensation in the form of either Common Stock or Common Stock equivalents
(with each such equivalent corresponding to a share of Common Stock), under such
terms and conditions as the Committee may prescribe in the Award Agreement
relating thereto, including the terms of any deferred compensation plan under
which such Common Stock equivalents may be granted.  In addition, the
Committee may, in any fiscal year, provide for an additional matching deferral
to be credited to an Employee’s account under such deferred compensation
plans.  The Committee may also permit account balances of other cash
or mutual fund accounts maintained pursuant to such deferred compensation plans
to be converted, at the discretion of the participant, into the form of Common
Stock equivalents, or to permit Common Stock equivalents to be converted into
account balances of such other cash or mutual fund accounts, upon the terms set
forth in such plans as well as such other terms and conditions as the Committee
may, in its discretion, determine.  The Committee may, in its
discretion, determine whether any deferral in the form of Common Stock
equivalents, including deferrals under the terms of any deferred compensation
plans of the Company, shall be paid on distribution in the form of cash or in
shares of Common Stock.  To the extent Code Section 409A is applicable, all
actions pursuant to this Section III.B. must satisfy the requirements of Code
Section 409A and the regulations and guidance
thereunder.

     

    C.  Stock
Appreciation Rights and Phantom Stock Options

     

    The Committee or in
the case of Awards granted to Directors, the Board, may, in its discretion,
grant Stock Appreciation Rights or Phantom Stock Options to Employees or
Directors, subject to terms and conditions determined by the Committee or Board
in its sole discretion.  Such terms and conditions shall be set forth
in a written Award Agreement.  Each Stock Appreciation Right or
Phantom Stock Option shall entitle the holder thereof to elect, prior to its
cancellation or termination, to exercise such unit or option and receive either
cash or shares of Common Stock, or both, as the Committee or Board may
determine, in an aggregate amount equal in value to the excess of the Fair
Market Value of the Common Stock on the date of such election over the Fair
Market Value on the date of grant of the Stock Appreciation Right or Phantom
Stock Option; except that if an option is amended to include Stock Appreciation
Rights, the designated Fair Market Value in the applicable Award Agreement may
be the Fair Market Value on the date that the Option was granted.  The
Committee or Board may provide that a Stock Appreciation Right shall be
automatically exercised on one or more specified dates.  Stock
Appreciation Rights may be granted on a “free-standing” basis or in conjunction
with all or a portion of the shares of Common Stock covered by an Option, either
at the time of grant of the Option or at any time thereafter during the term of
the Option.  In addition to any other terms and conditions set forth
in the Award Agreement, Stock Appreciation Rights and Phantom Stock Options
shall be subject to the following terms: (i) Stock Appreciation Rights and
Phantom Stock Options, unless accelerated in accordance with their terms, may
not be exercised within the first year after the date of grant, (ii) the
Committee or Board, as the case may be, may, in its sole discretion, disapprove
an election to surrender any Stock Appreciation Right or Phantom Stock Option
for cash in full or partial settlement thereof, provided that such disapproval
shall not affect the recipient’s right to surrender the Stock Appreciation Right
or Phantom Stock Option at a later date for shares of Common Stock or cash, and
(iii) no Stock Appreciation Right or Phantom Stock Option may be exercised
unless the holder thereof is at the time of exercise an Employee or Director and
has been continuously since the date the Stock Appreciation Right or Phantom
Stock Option was granted, except that the Committee or Board may permit the
exercise of any Stock Appreciation Right or Phantom Stock Option for any period
following the recipient’s termination of employment or retirement or resignation
from the Board, not in excess of the original term of the Award, on such terms
and conditions as it shall deem appropriate and specify in the related Award
Agreement.

     

    D.  Performance-Based
Other Stock Awards

     

    The payment under
any Other Stock Award that may be the subject of a performance-based Award (as
defined in Section 162(m) of the Code) (hereinafter “Target Award”) shall be
contingent upon the attainment of one or more pre-established performance goals
established by the Committee in writing within ninety (90) days after
the commencement of the Target Award performance period (or in the case of a
newly hired Employee, before 25% of such Employee’s service for such Target
Award performance period has lapsed).  Such performance goals will be
based upon one or more of the following performance-based
criteria:  (a) earnings per share; (b) income or net income; (c)
return measures (including, but not limited to, return on assets, capital,
equity or sales); (d) cash flow return on investments which equals net cash
flows divided by owners equity; (e) controllable earnings (a division’s
operating profit, excluding the amortization of goodwill and intangible assets,
less a charge for the interest cost for the average working capital investment
by the division); (f) operating earnings or net operation earnings; (g) cost
control; (h) share price (including, but not limited to, growth measures); (i)
total shareholder return (stock price appreciation plus dividends); (j) economic
value added; (k) EBITDA; (l) operating margin (m) market share and (n) cash flow
from operations.  Performance may be measured on an individual,
corporate group, business unit, or consolidated basis and may be measured
absolutely or relatively to the Company’s peers.  In establishing the
Performance Goals, the Committee may account for the effects of acquisitions,
divestitures, extraordinary dividends, stock split-ups, stock dividends or
distributions, issuances of any targeted stock, recapitalizations, warrants or
rights issuances or combinations, exchanges or reclassifications with respect to
any outstanding class or series of Stock, or a corporate transaction, such as
any merger of the Company with another corporation, any consolidation of the
Company and another corporation into another corporation, any separation of the
Company or its business units (including a spinoff or other distribution of
stock or property by the Company), any reorganization of the Company (whether or
not such reorganization comes within the definition of such term in Code Section
368) or any partial or complete liquidation by the Company, or sale of all or
substantially all of the assets of the Company, or other extraordinary
items.

     

    The Committee, in
its discretion, may cancel or decrease an earned Target Award, but, except as
otherwise permitted by Treasury Regulation Section 1.162-27(e)(2)(iii)(C), may
not, under any circumstances, increase such award.  Before payments
are made under a Target Award, the Committee shall certify in writing that the
performance goals justifying the payment under Target Award have been
met.

     

     

    Section
IV.  Forfeiture of Awards

     

    A.  Unless
the Committee, or in the case of a Director, the Board, shall have determined
otherwise, the recipient of any Award pursuant to the Plan shall forfeit the
Award, to the extent not then payable or exercisable, upon the occurrence of any
of the following events:

     

        1.  The
recipient is Terminated for Cause.

     

        2.  The
recipient voluntarily terminates his or her employment other than by retirement
after attainment of age 62, or such other age as may be provided for in the
Award Agreement.

     

        3.  The
recipient engages in competition with the Company or any Affiliate.

     

        4.  The
recipient engages in any activity or conduct contrary to the best interests of
the Company or any Affiliate, including, but not limited to, conduct that
breaches the recipient’s duty of loyalty to the Company or an Affiliate or that
is materially injurious to the Company or an Affiliate, monetarily or
otherwise.  Such activity or conduct may include:  (i)
disclosing or misusing any confidential information pertaining to the Company or
an Affiliate; (ii) any attempt, directly or indirectly, to induce any Employee
of the Company or any Affiliate to be employed or perform services elsewhere, or
(iii) any direct or indirect attempt to solicit, or assist another employer in
soliciting, the trade of any customer or supplier or prospective customer of the
Company or any Affiliate.

     

     

    B.  The
Committee or the Board, as the case may be, may include in any Award Agreement
any additional or different conditions of forfeiture it may deem appropriate,
and may waive any condition of forfeiture stated above or in the Award
Agreement.

     

    C.  In
the event of forfeiture, the recipient shall lose all rights in and to portions
of the Award which are not vested or which are not
exercisable.  Except in the case of Restricted Stock Awards as to
which restrictions have not lapsed, this provision, however, shall not be
invoked to require any recipient to transfer to the Company any Common Stock
already received under an Award.

     

    D.  Such
determinations as may be necessary for application of this Section, including
any grant of authority to others to make determinations under this Section,
shall be at the sole discretion of the Committee, or in the case of Awards
granted to Directors, of the Board, and such determinations shall be conclusive
and binding.

     

    Section
V.  Beneficiary Designation; Death of Awardee

     

    A.  An
Award recipient may file with the Committee a written designation of a
beneficiary or beneficiaries (subject to such limitations as to the classes and
number of beneficiaries and contingent beneficiaries as the Committee may from
time to time prescribe) to exercise, in the event of the death of the recipient,
an Option, Stock Appreciation Right or Phantom Stock Option, or to receive, in
such event, any Other Stock Awards.  The Committee reserves the right
to review and approve beneficiary designations.  A recipient may from
time to time revoke or change any such designation or beneficiary and any
designation of beneficiary under the Plan shall be controlling over any other
disposition, testamentary or otherwise.  However, if the Committee
shall be in doubt as to the right of any such beneficiary to exercise any
Option, Stock Appreciation Right or Phantom Stock Option, or to receive any
Other Stock Award, the Committee may determine to recognize only an exercise by,
or right to receive of, the legal representative of the recipient, in which case
the Company, the Committee and the members thereof shall not be under any
further liability to anyone.

     

    B.  Upon
the death of an Award recipient, the following rules shall apply:

     

        1.  An
Option, to the extent exercisable on the date of the recipient’s death, may be
exercised at any time within three years after the recipient’s death, but not
after the expiration of the term of the Option.  The Option may be
exercised by the recipient’s designated beneficiary or personal representative
or the person or persons entitled thereto by will or in accordance with the laws
of descent and distribution, or by the transferee of the Option in accordance
with the provisions of Section VI.A.

     

        2.  In the
case of any Other Stock Award, any shares of Common Stock or cash payable shall
be determined as of the date of the recipient’s death, in accordance with the
terms of the Award Agreement, and the Company shall issue such shares of Common
Stock or pay such cash to the recipient’s designated beneficiary or personal
representative or the person or persons entitled thereto by will or in
accordance with the laws of descent and distribution.

     

     

    Section
VI.  Other Governing Provisions

     

    A.  Transferability

     

    Except as otherwise
provided herein, no Award shall be transferable other than by beneficiary
designation, will or the laws of descent and distribution, and any right granted
under an Award may be exercised during the lifetime of the holder thereof only
by Award Recipient or by his/her guardian or legal representative; provided,
however, that an Award recipient may be permitted, in the sole discretion of the
Committee or its delegee, to transfer to a member of such recipient’s immediate
family, family trust or family partnership as defined by the Committee or its
delegee, an Option granted pursuant to Section II hereof, other than an
Incentive Stock Option, subject to such terms and conditions as the Committee or
its delegee, in their sole discretion, shall determine.

     

    B.  Rights
as a Shareholder

     

    A
recipient of an Award shall, unless the terms of the Award Agreement provide
otherwise, have no rights as a shareholder, with respect to any Options or
shares of Common Stock which may be issued in connection with an Award, until
the issuance of a Common Stock certificate for such shares, and no adjustment
other than as stated herein shall be made for dividends or other rights for
which the record date is prior to the issuance of such Common Stock
certificate.  In addition, with respect to Restricted Stock Awards,
recipients shall have only such rights as a shareholder as may be set forth in
the terms of the Award Agreement.

     

    C.  General
Conditions of Awards

     

    No
Employee, Director or other person shall have any rights with respect to the
Plan, the shares of Common Stock reserved or in any Award, contingent or
otherwise, until an Award Agreement shall have been delivered to the recipient
and all of the terms, conditions and provisions of the Plan applicable to such
recipient shall have been met.

     

    D.  Reservation
of Rights of Company

     

    Neither the
establishment of the Plan nor the granting of an Award shall confer upon any
Employee any right to continue in the employ of the Company or any Affiliate or
interfere in any way with the right of the Company or any Affiliate to terminate
such employment at any time.  No Award shall be deemed to be salary or
compensation for the purpose of computing benefits under any employee benefit,
pension or retirement plans of the Company or any Affiliate, unless the
Committee shall determine otherwise.

     

    E.  Acceleration

     

    The Committee, or,
with respect to any Awards granted to Directors, the Board, may, in its sole
discretion, accelerate the vesting or date of exercise of any Awards,
except to the extent such acceleration will
result in the imposition of the additional tax described in Code Section
409A(a)(1)(B)(i)(II) because of failure to satisfy the requirements of Code
Section 409A and the regulations and guidance issued
thereunder.

     

    F.  Effect
of Certain Changes

     

    Subject
to Treasury Regulations §1.409A-1(b)(5)(v)(D), in the event of any
extraordinary dividend, stock split-up, stock dividend, issuance of targeted
stock, recapitalization, warrant or rights issuance, or combination, exchange or
reclassification with respect to the Common Stock or any other class or series
of common stock of the Company, or consolidation, merger or sale of all, or
substantially all, of the assets of the Company, the Committee or its delegate
shall cause such equitable adjustments as it deems appropriate to be made to the
shares reserved under Section I.D of the Plan and the limits on Awards set forth
in Section I.E.3 of the Plan, and the Committee or Board shall cause such
adjustments to be made to the terms of outstanding Awards to reflect such event
and preserve the value of such Awards.  Any such adjustments to an Award subject to Section
409A shall comply with the requirements of Section 409A and the regulations
thereunder.  Notwithstanding the above, no adjustments
shall be made to the shares reserved and the limits on awards, or to the terms
of outstanding awards, unless such adjustments would require an increase or
decrease of at least 1% in the number of shares or exercise price to be
adjusted. However, any adjustments which by reason of this subsection are not
required to be made shall be carried forward and taken into account in any
subsequent adjustment, but only to the extent the event mandating the subsequent
adjustment occurs within three years after the initial event which would have,
but for this de minimus provision, mandated an adjustment.  In all
events, the determination of the Committee or Board or their delegate shall be
conclusive.  If any such adjustment would result in a fractional share
of Common Stock being issued or awarded under this Plan, such fractional share
shall be disregarded.

     

    G.  Withholding
of Taxes

     

    The Company shall
deduct from any payment, or otherwise collect from the recipient, any taxes
required to be withheld by federal, state or local governments in connection
with any Award.  The recipient may elect, subject to approval by the
Committee, to have shares of Common Stock withheld by the Company in
satisfaction of such taxes, or to deliver other shares of Common Stock owned by
the recipient in satisfaction of such taxes.  With respect to
Corporate Officers, Directors or other recipients subject to Section 16(b) of
the Exchange Act, the Committee or, with respect to Awards granted to Directors,
the Board, may impose such other conditions on the recipient’s election as it
deems necessary or appropriate in order to exempt such withholding from the
penalties set forth in said Section.  The number of shares to be
withheld or delivered shall be calculated by reference to the Fair Market Value
of the Common Stock on the date that such taxes are determined.

     

    H.  No
Warranty of Tax Effect

     

    Except as may be
contained in the terms of any Award Agreement, no opinion is expressed nor
warranties made as to the tax effects under federal, foreign, state or local
laws or regulations of any Award granted under the Plan.

     

    I.  Amendment
of Plan

     

    Except
as otherwise provided in this Section VI.I., the Board may, from time to
time, amend, suspend or terminate the Plan in whole or in part, and if
terminated, may reinstate any or all of the provisions of the Plan, except that
(i) no amendment, suspension or termination may apply to the terms of any Award
(contingent or otherwise) granted prior to the effective date of such amendment,
suspension or termination, in a manner which would reasonably be considered to
be adverse to the recipient, without the recipient’s consent; (ii) except as
provided in Section VI.F., no amendment may be made to increase the number of
shares of Common Stock reserved under Section I.D of the Plan; (iii) except as
provided in Section VI.F., no amendment may be made to increase the limitations
set forth in Section 1.E.3 of the Plan, and (iv) no amendment may withdraw the
authority of the Committee to administer the Plan.

     

    To
the extent a portion of the Plan is subject to Code Section 409A, the Board may
terminate the Plan, and distribute all vested accrued benefits, subject to the
restrictions set forth in Treasury Regulation §1.409A-3(j)(4).  A
termination of any portion of the Plan that is subject to Code Section 409A must
comply with the provisions of Code Section 409A and the regulations and guidance
promulgated thereunder, including, but not limited to, restrictions on the
timing of final distributions and the adoption of future deferred compensation
arrangements.

     

    J.  Construction
of Plan

     

    The place of
administration of the Plan shall be in the State of Missouri and the validity,
construction, interpretation, administration and effect of the Plan and of its
rules and regulations, and rights relating to the Plan, shall be determined
solely in accordance with the laws of the State of Missouri, without giving
regard to the conflict of laws provisions thereof.

     

    K.  Compliance
with Code Section 409A

     

    No
provision of this Plan or any Award shall be operative to the extent that it
will result in the imposition of the additional tax described in Code Section
409A(a)(1)(B)(i)(II) because of failure to satisfy the requirements of Code
Section 409A and the regulations and guidance issued
thereunder.

     

    L.  Unfunded
Nature of Plan

     

    The Plan, insofar
as it provides for cash payments, shall be unfunded, and the Company shall not
be required to segregate any assets which may at any time be awarded under the
Plan.  Any liability of the Company to any person with respect to any
Award under the Plan shall be based solely upon any contractual obligations
which may be created by the terms of any Award Agreement entered into pursuant
to the Plan.  No such obligation of the Company shall be deemed to be
secured by any pledge of, or other encumbrance on, any property of the
Company.

     

    M.  Successors

     

    All obligations of
the Company under the Plan, with respect to any Awards granted hereunder, shall
be binding on any successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase, merger, consolidation
or otherwise, of all or substantially all of the business and/or assets of the
Company.

     

    Section
VII.  Effective Date and Term

     

    The Plan shall be effective April 1,
2000 and shall continue in effect until December 31, 2009, when it shall
terminate.  Upon termination, any balances in the reserve established
under Section I.D shall be cancelled, and no Awards shall be granted under the
Plan thereafter.  The Plan shall continue in effect, however, insofar
as is necessary, to complete all of the Company’s obligations under outstanding
Awards or to conclude the administration of the Plan.  This amendment and restatement of the Plan is
effective January 1, 2009.