Exhibit
10.1

    


    DREW
INDUSTRIES INCORPORATED

     

    2002
Equity Award and Incentive Plan

    (As
Amended and Restated Effective December 1, 2008)

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    Table of
Contents

    


    
      
        
          	 
      	 
      	 
      	
                  Page

                
	 
      	 
      	 
      	 
      
	
                  1.

                	
                  Purpose

                	 
      	
                  1

                
	 
      	 
      	 
      	 
      
	
                  2.

                	
                  Definitions

                	 
      	
                  1

                
	 
      	 
      	 
      	 
      
	
                  3.

                	
                  Administration.

                	 
      	
                  3

                
	 
      	 
      	 
      	 
      
	
                  4.

                	
                  Stock
      Subject to Plan

                	 
      	
                  4

                
	 
      	 
      	 
      	 
      
	
                  5.

                	
                  Eligibility;
      Per-Person Award Limitations

                	 
      	
                  5

                
	 
      	 
      	 
      	 
      
	
                  6.

                	
                  Specific
      Terms of Awards

                	 
      	
                  6

                
	 
      	 
      	 
      	 
      
	
                  7.

                	
                  Performance
      Awards, Including Annual Incentive Awards

                	 
      	
                  9

                
	 
      	 
      	 
      	 
      
	
                  8.

                	
                  Certain
      Provisions Applicable to Awards

                	 
      	
                  11

                
	 
      	 
      	 
      	 
      
	
                  9.

                	
                  Change
      in Control

                	 
      	
                  12

                
	 
      	 
      	 
      	 
      
	
                  10.

                	
                  General
      Provisions

                	 
      	
                  13

                


        

      

    

     

    
      
         

      

      
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    DREW
INDUSTRIES INCORPORATED 2002 Equity Award and Incentive Plan,

    As
Amended and Restated Effective December 1, 2008

     

    1.         
  Purpose.  The
purpose of this 2002 Equity Award and Incentive Plan (the “Plan”) is to aid Drew
Industries Incorporated, a Delaware corporation (the “Corporation”), in
attracting, retaining, motivating and rewarding employees, non-employee
directors, and other persons who provide substantial services to the Corporation
or its subsidiaries or affiliates, to provide for equitable and competitive
compensation opportunities, to recognize individual contributions and reward
achievement of Corporation goals, and promote the creation of long-term value
for stockholders by closely aligning the interests of Participants with those of
stockholders.  The Plan authorizes stock-based and cash-based
incentives for Participants.

     

    2.          
 Definitions.  In
addition to the terms defined in Section 1 above and elsewhere in the Plan, the
following capitalized terms used in the Plan have the respective meanings set
forth in this Section:

     

    (a)           “Annual
Incentive Award” means a type of Performance Award granted to a Participant
under Section 7(c) representing a conditional right to receive cash, Stock or
other Awards or payments, as determined by the Committee, based on performance
in a performance period of one fiscal year or a portion thereof.

     

    (b)           “Award”
means any Option, SAR, Restricted Stock, Deferred Stock, Stock granted as a
bonus or in lieu of another award, Performance Award or Annual Incentive Award,
together with any related right or interest, granted to a Participant under the
Plan.

     

    (c)           “Beneficiary”
means the legal representatives of the Participant’s estate entitled by will or
the laws of descent and distribution to receive the benefits under a
Participant’s Award upon a Participant’s death, provided that, if and to the
extent authorized by the Committee, a Participant may be permitted to designate
a Beneficiary, in which case the “Beneficiary” instead will be the person,
persons, trust or trusts (if any are then surviving) which have been designated
by the Participant in his or her most recent written beneficiary designation
filed with the Committee to receive the benefits specified under the
Participant’s Award upon such Participant’s death. Unless otherwise determined
by the Committee, any designation of a Beneficiary other than a Participant’s
spouse shall be subject to the written consent of such spouse.

     

    (d)           “Board”
means the Corporation’s Board of Directors.

     

    (e)           “Change
in Control” and related terms have the meanings specified in Section
9.

     

    (f)           “Code”
means the Internal Revenue Code of 1986, as amended.  References to
any provision of the Code or regulation (including a proposed regulation)
thereunder shall include any successor provisions and regulations.

     

    (g)           “Committee”
means a committee of two or more directors designated by the Board to administer
the Plan; provided, however, that, directors appointed or serving as members of
a Board committee designated as the Committee shall not be employees of the
Corporation or any subsidiary or affiliate.  In appointing members of
the Committee, the Board will consider whether a member is or will be a
Qualified Member, but such members are not required to be Qualified Members at
the time of appointment or during their term of service on the
Committee.  The full Board may perform any function of the Committee
hereunder, in which case the term “Committee” shall refer to the
Board.

     

    
      
         

      

      
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    (h)           “Covered
Employee” means an Eligible Person who is a Covered Employee as specified in
Section 10(j).

     

    (i)           “Deferred
Stock” means a right, granted to a Participant under Section 6(f), to receive
Stock or other Awards or a combination thereof at the end of a specified
deferral period.

     

    (j)           “Effective
Date” means the effective date specified in Section 10(q).

     

    (k)           “Eligible
Person” has the meaning specified in Section 5.

     

    (l)           “Exchange
Act” means the Securities Exchange Act of 1934, as
amended.  References to any provision of the Exchange Act or rule
(including a proposed rule) thereunder shall include any successor provisions
and rules.

     

    (m)           “Fair
Market Value” of the Stock shall be determined in good faith by the Committee in
accordance with the provisions of Treasury Department regulations
1.409A-1(b)(5)(iv)(A) and can be based upon the last sale before or first sale
after the date of determination, the closing price on the trading day before or
the trading day after the determination date, the arithmetic mean of the high
and low prices on the trading date  of determination, or any other
reasonable method using actual transactions of the Stock as reported for
composite transactions in the New York Stock Exchange.

     

    (n)           “Incentive
Stock Option” or “ISO” means any Option designated as an incentive stock option
within the meaning of Code Section 422 or any successor provision thereto and
qualifying thereunder.

     

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

     

    (p)           “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.

     

    (q)           “Performance
Award” means a right, granted to a Participant under Sections 6(g) and 7, to
receive Awards or payments based upon performance criteria specified by the
Committee.

     

    (r)           “Preexisting
Plan” means the Drew Industries Incorporated Stock Option Plan Amended and
Restated June 1, 1999.

     

    (s)           “Qualified
Member” means a member of the Committee who is a “Non-Employee Director” within
the meaning of Rule 16b-3(b)(3) and an “outside director” within the meaning of
Regulation 1.162-27 under Code Section 162(m).

     

    
      
         

      

      
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    (t)           “Restricted
Stock” means Stock granted to a Participant under Section 6(e) that is subject
to certain restrictions and to a risk of forfeiture.

     

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

     

    (v)           “Stock”
means the Corporation’s Common Stock, par value $.01 per share, and any other
equity securities of the Corporation that may be substituted or resubstituted
for Stock pursuant to Section 10(c).

     

    (w)           “Stock
Appreciation Rights” or “SAR” means a right granted to a Participant under
Section 6(c).

     

    3.   
        Administration.

     

    (a)           Authority of the
Committee.  The Plan shall be administered by the Committee,
which shall have full and final authority, in each case subject to and
consistent with the provisions of the Plan, to select Eligible Persons to become
Participants; to grant Awards; to determine the type and number of Awards, the
dates on which Awards may be exercised and on which the risk of forfeiture or
deferral period relating to Awards shall lapse or terminate, the acceleration of
any such dates, the expiration date of any Award, whether, to what extent, and
under what circumstances an Award may be settled, or the exercise price of an
Award may be paid, in cash, Stock, other Awards, or other property, and other
terms and conditions of, and all other matters relating to, Awards; to prescribe
documents evidencing or setting terms of Awards (such Award documents need not
be identical for each Participant), amendments thereto, and rules and
regulations for the administration of the Plan and amendments thereto; to
construe and interpret the Plan and Award documents 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.  Decisions of the Committee with respect
to the administration and interpretation of the Plan shall be final, conclusive,
and binding upon all persons interested in the Plan, including Participants,
Beneficiaries, transferees under Section 10(b) and other persons claiming rights
from or through a Participant, and stockholders.  The foregoing
notwithstanding, the Board shall perform the functions of the Committee for
purposes of granting Awards under the Plan to non-employee directors (authority
with respect to other aspects of non-employee director awards is not exclusive
to the Board, however).  The foregoing notwithstanding, the Committee
shall not have authority to accelerate or otherwise provide for the times at
which any Award is paid or delivered if any Award is subject to Section 409A of
the Code in a manner that would result in the imposition upon any Participant of
an additional tax under Section 409A of the Code, and provided further, in the
event that it is reasonably determined by the Committee that, as a result of
Section 409A of the Code, a Participant is deemed to be a “specified employee”
(within the meaning of Section 409A(a)(2)(B)(i) of the Code), payments and/or
deliveries in respect of any Award subject to Section 409A of the Code shall not
be made prior to the date which is six (6) months after the date of such
Participant’s separation from service (other than by death or disability) from
the Corporation and all subsidiaries, determined in accordance with Section 409A
of the Code and the regulations promulgated thereunder.  The
Committee, to minimize or avoid any sanction or damages to a Participant or
Beneficiary, or to any other person resulting from a violation of Code Section
409A under the Plan, may undertake correction of any violation or participate in
any available correction program, as described in Notice 2008-113 or other
Treasury or IRS guidance.

     

    
      
         

      

      
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    (b)           Manner of Exercise of Committee
Authority.  At any time that a member of the Committee is not a
Qualified Member, (i) any action of the Committee relating to an Award intended
by the Committee to qualify as “performance-based compensation” within the
meaning of Code Section 162(m) and regulations thereunder may be taken by a
subcommittee, designated by the Committee or the Board, composed solely of two
or more Qualified Members, and (ii) any action relating to an Award granted or
to be granted to a Participant who is then subject to Section 16 of the Exchange
Act in respect of the Corporation may be taken either by such a subcommittee or
by the Committee but with each such member who is not a Qualified Member
abstaining or recusing himself or herself from such action, provided that, upon
such abstention or recusal, the Committee remains composed of two or more
Qualified Members. Such action, authorized by such a subcommittee or by the
Committee upon the abstention or recusal of such non-Qualified Member(s), shall
be the action of the Committee for purposes of the Plan.  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
Corporation or any subsidiary or affiliate, 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) for Awards granted to Participants subject to
Section 16 of the Exchange Act in respect of the Corporation and will not cause
Awards intended to qualify as “performance-based compensation” under Code
Section 162(m) to fail to so qualify.

     

    (c)           Limitation of
Liability.  The Committee and each member thereof, and any
person acting pursuant to authority delegated by the Committee, shall be
entitled, in good faith, to rely or act upon any report or other information
furnished by any executive officer, other officer or employee of the Corporation
or a subsidiary or affiliate, the Corporation’s independent auditors,
consultants or any other agents assisting in the administration of the
Plan.  Members of the Committee, any person acting pursuant to
authority delegated by the Committee, and any officer or employee of the
Corporation or a subsidiary or affiliate acting at the direction or on behalf of
the Committee or a delegee 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
Corporation with respect to any such action or determination.

     

    4.           Stock Subject to
Plan.

     

    (a)           Overall Number of Shares Available
for Delivery.  Subject to adjustment as provided in Section
10(c), the total number of shares of Stock reserved and available for delivery
in connection with Awards under the Plan shall be (i) 2,800,000 (after giving
effect to the 2-for-1 stock dividend of September 2005), plus (ii) the number of
shares that remain available for issuance under the Preexisting Plan after all
awards thereunder have been settled, plus (iii) the number of shares subject to
awards under the Preexisting Plan that become available in accordance with
Section 4(b) after the Effective Date; provided, however, (A) that the total
number of shares with respect to which ISOs may be granted shall not exceed the
number specified under clause (i) above, and (B) no more than 1,000,000 shares
(after giving effect to the 2-for-1 stock dividend of September 2005) may be
awarded under this Plan for awards other than Options and/or SARs. Any shares of
Stock delivered under the Plan shall consist of authorized and unissued shares
or treasury shares.

     

    
      
         

      

      
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    (b)           Share Counting
Rules.  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 of Stock actually delivered differs from the number of shares previously
counted in connection with an Award.  Shares subject to an Award or an
award under the Preexisting Plan that is canceled, expired, forfeited, settled
in cash or otherwise terminated without a delivery of shares to the Participant
will again be available for Awards, and shares withheld in payment of the
exercise price or taxes relating to an Award or Preexisting Plan award and
shares equal to the number surrendered in payment of any exercise price or taxes
relating to an Award or Preexisting Plan award shall be deemed to constitute
shares not delivered to the Participant and shall be deemed to again be
available for Awards under the Plan. In addition, in the case of any Award
granted in substitution for an award of a company or business acquired by the
Corporation or a subsidiary or affiliate, shares issued or issuable in
connection with such substitute Award shall not be counted against the number of
shares reserved under the Plan, but shall be available under the Plan by virtue
of the Corporation’s assumption of the plan or arrangement of the acquired
company or business.  This Section 4(b) shall apply to the number of
shares reserved and available for ISOs only to the extent consistent with
applicable regulations relating to ISOs under the Code.

     

    (c)           Repricings.  Unless
otherwise approved or ratified by holders of a majority of the Corporation’s
outstanding shares of Stock, no shares authorized under this Plan shall be used
for any award that could be characterized as a “repricing” of outstanding
options.

     

    5. 
          Eligibility;
Per-Person Award Limitations.  Awards may be granted under the
Plan only to Eligible Persons.  For purposes of the Plan, an “Eligible
Person” means an employee of the Corporation or any subsidiary or affiliate,
including any executive officer, a non-employee director of the Corporation, a
consultant or other person who provides substantial services to the Corporation
or a subsidiary or affiliate, and any person who has been offered employment by
the Corporation or a subsidiary or affiliate, provided that such prospective
employee may not receive any payment or exercise any right relating to an Award
until such person has commenced employment with the Corporation or a subsidiary
or affiliate. An employee on leave of absence may be considered as still in the
employ of the Corporation or a subsidiary or affiliate for purposes of
eligibility for participation in the Plan.  In each calendar year
during any part of which the Plan is in effect, an Eligible Person may be
granted Awards intended to qualify as “performance-based compensation” under
Code Section 162(m) under each of Section 6(b), 6(c), 6(d), 6(e), 6(f), or 6(g)
relating to up to his or her Annual Limit (such Annual Limit to apply separately
to the type of Award authorized under each specified subsection).  A
Participant’s Annual Limit, in any calendar year during any part of which the
Participant is then eligible under the Plan, shall equal 50,000 shares plus the
amount of the Participant’s unused Annual Limit relating to the same type of
Award as of the close of the previous year, subject to adjustment as provided in
Section 10(c).  In the case of an Award which is not valued in a way
in which the limitation set forth in the preceding sentence would operate as an
effective limitation satisfying Treasury Regulation 1.162-27(e)(4) (including a
Performance Award under Section 7 not related to an Award specified in Section
6), an Eligible Person may not be granted Awards authorizing the earning during
any calendar year of an amount that exceeds the Participant’s Annual Limit,
which for this purpose shall equal $1,200,000 plus the amount of the
Participant’s unused cash Annual Limit as of the close of the previous year
(this limitation is separate and not affected by the number of Awards granted
during such calendar year subject to the limitation in the preceding sentence).
For this purpose, (i) “earning” means satisfying performance conditions so that
an amount becomes payable, without regard to whether it is to be paid currently
or on a deferred basis or continues to be subject to any service requirement or
other non-performance condition, and (ii) a Participant’s Annual Limit is used
to the extent an amount or number of shares may be potentially earned or paid
under an Award, regardless of whether such amount or shares are in fact earned
or paid.

     

    
      
         

      

      
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    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 employment or 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 with
respect to any term or condition of an Award that is not mandatory under the
Plan.  The Committee shall require the payment of lawful consideration
for an Award to the extent necessary to satisfy the requirements of the Delaware
General Corporation Law, and may otherwise require payment of consideration for
an Award except as limited by the Plan.

     

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

     

    (i)           Exercise
Price.  The exercise price per share of Stock purchasable under
an Option (including both ISOs and non-qualified Options) shall be determined by
the Committee, provided that such exercise price shall be not less than the Fair
Market Value of a share of Stock on the date of grant of such
Option.

     

    (ii)           Option Term; Time and Method of
Exercise.  The Committee shall determine the term of each
Option, (provided that no term of any ISO or SAR in tandem therewith will exceed
ten years from the grant date), the circumstances under which on Option may be
exercised, the methods by which such exercise price may be paid, the form of
such payment (subject to Section 10(k)), (including through “cashless exercise”
arrangements, to the extent permitted by applicable law), and the methods by or
forms in which Stock will be delivered in satisfaction of Options to
Participants.

     

    (iii)           ISOs.  The terms of
any ISO granted under the Plan shall comply in all respects with the provisions
of Code Section 422.

     

    (c)           Stock Appreciation
Rights.  The Committee is authorized to grant SARs to Eligible
Persons on the following terms and conditions:

     

    (i)           Right to
Payment.  An SAR shall confer on the Participant to whom it is
granted a right to receive, upon exercise thereof, the excess of (A) the Fair
Market Value of one share of Stock on the date of exercise (or, in the case of a
“Limited SAR,” the Fair Market Value determined by reference to the Change in
Control Price) over (B) the grant price of the SAR as determined by the
Committee.

     

    
      
         

      

      
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    (ii)           Other Terms.  The
Committee shall determine at the date of grant or thereafter the time or times
at which and the circumstances under which an SAR may be exercised, the method
of exercise and settlement, form of consideration payable in settlement, forms
in which Stock will be delivered to Participants, and whether or not an SAR
shall be free-standing or in tandem or combination with another
Award.  Limited SARs that may only be exercised in connection with a
Change in Control or other event as specified by the Committee may be granted on
such terms, not inconsistent with this Section 6(c), as the Committee may
determine.

     

    (d)           Bonus Stock and Awards in Lieu of
Obligations.  The Committee is authorized to grant Stock as a
bonus, or to grant Stock or other Awards in lieu of obligations of the
Corporation or a subsidiary or affiliate to pay cash or deliver other property
under the Plan or under other plans or compensatory arrangements, subject to
such terms as shall be determined by the Committee.

     

    (e)           Restricted
Stock.  The Committee is authorized to grant Restricted Stock
to Eligible Persons on the following terms and conditions:

     

    (i)           Grant and
Restrictions.  Restricted Stock shall be subject to such
restrictions on transferability, risk of forfeiture and any other restrictions
the Committee may impose, which 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 and under such other circumstances as the Committee
may determine at the date of grant or thereafter; provided, however, that,
subject to Section 9, Restricted Stock shall not be transferable prior to the
first anniversary of the grant thereof.  Except to the extent
restricted under the terms of the Plan and any Award document relating to the
Restricted Stock, a Participant granted Restricted Stock shall have all of the
rights of a stockholder, 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).

     

    (ii)           Forfeiture.  Except
as otherwise determined by the Committee, upon termination of employment or
service during the applicable restriction period, Restricted Stock that is at
that time subject to restrictions shall be forfeited and reacquired by the
Corporation; provided that the Committee may provide, by rule or regulation or
in any Award document, or may determine in any individual case, that
restrictions or forfeiture conditions relating to Restricted Stock will lapse in
whole or in part, including 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 Corporation retain physical
possession of the certificates, and that the Participant deliver a stock power
to the Corporation, endorsed in blank, relating to the Restricted
Stock.

     

    
      
         

      

      
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    (iv)           Dividends and
Splits.  As a condition to the grant of an Award of Restricted
Stock, the Committee may require that any dividends paid on a share of
Restricted Stock shall be either (A) paid with respect to such Restricted Stock
at the dividend payment date in cash, in kind, or in a number of shares of
unrestricted Stock having a Fair Market Value equal to the amount of such
dividends, or (B) automatically reinvested in additional Restricted Stock or
held in kind, which shall be subject to the same terms as applied to the
original Restricted Stock to which it relates, or (C) deferred as to payment,
either as a cash deferral or with the amount or value thereof automatically
deemed reinvested in shares of Deferred Stock, other Awards or other investment
vehicles, subject to such terms as the Committee shall determine or permit a
Participant to elect. Unless otherwise determined by the Committee, Stock
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 Stock or other property has been distributed.

     

    (f)           Deferred
Stock.  The Committee is authorized to grant Deferred Stock to
Eligible Persons, which are rights to receive Stock, other Awards, or a
combination thereof at the end of a specified deferral period, subject to the
following terms and conditions:

     

    (i)           Award and
Restrictions.  Issuance of Stock will occur upon expiration of
the deferral period specified for an Award of Deferred Stock by the Committee
or, if permitted by the Committee, as elected by the Participant.  If
Participant is permitted to elect a deferral period for an Award of Deferred
Stock, the Participant shall submit an irrevocable deferral election (in a form
provided by the Committee) no later than December 31 of the year prior to the
year in which the Award of Deferred Stock is earned.  The deferral
election will specify (A) permissible payment events as some or all of the
following affecting the Participant (i) separation from service; (ii) death;
(iii) disability, a specified time or pursuant to a fixed schedule; (iv) Change
in Control or (v) unforeseeable emergency, (B) the date on which payment shall
be made or begin and (C) the form of payment (i.e., in a lump-sum or
installments).  All deferrals hereunder shall be accomplished in a
manner consistent with the requirements of Section 409A of the Code and the
regulations promulgated thereunder.  In addition, Deferred Stock shall
be subject to such restrictions on transferability, risk of forfeiture and other
restrictions, if any, as the Committee may impose, 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, and
under such other circumstances as the Committee may determine at the date of
grant or thereafter. Deferred Stock may be satisfied by delivery of Stock, other
Awards, or a combination thereof (subject to Section 10(k)), as determined by
the Committee at the date of grant or thereafter.  The foregoing
notwithstanding, in the event that it is reasonably determined by the Committee
that the Participant is a “specified employee” (within the meaning of Section
409A(a)(2)(B)(i) of the Code, payments or deliveries of Stock or other Awards in
satisfaction of Deferred Stock subject to Section 409A of the Code shall not be
made prior to the date which is six (6) months after the date of such
Participant’s separation from service (other than by death or disability) from
the Corporation and all subsidiaries, determined in accordance with Section 409A
of the Code and the regulations promulgated thereunder.

     

    
      
         

      

      
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    (ii)           Forfeiture.  Except
as otherwise determined by the Committee, upon termination of employment or
service during the applicable deferral period or portion thereof to which
forfeiture conditions apply (as provided in the Award document evidencing the
Deferred Stock), all Deferred Stock that is at that time subject to such
forfeiture conditions shall be forfeited; provided that the Committee may
provide, by rule or regulation or in any Award document, or may determine in any
individual case, that restrictions or forfeiture conditions relating to Deferred
Stock will lapse in whole or in part, including in the event of terminations
resulting from specified causes.

     

    (g)           Performance
Awards.  Performance Awards, denominated in cash or in Stock or
other Awards, may be granted by the Committee in accordance with Section
7.

     

    7.
           Performance
Awards, Including Annual Incentive Awards.

     

    (a)           Performance Awards
Generally.  The Committee is authorized to grant Performance
Awards on the terms and conditions specified in this Section
7.  Performance Awards may be denominated as a cash amount, number of
shares of Stock, or specified number of other Awards (or a combination) that may
be earned upon achievement or satisfaction of performance conditions specified
by the Committee.  In addition, the Committee may specify that any
other Award shall constitute a Performance Award by conditioning the right of a
Participant to exercise the Award or have it settled, and the timing thereof,
upon achievement or satisfaction of such performance conditions as may be
specified by the Committee.  The Committee may use such business
criteria and other measures of performance as it may deem appropriate in
establishing any performance conditions, and may exercise its discretion to
reduce or increase the amounts payable under any Award subject to performance
conditions, except as limited under Sections 7(b) and 7(c) in the case of a
Performance Award intended to qualify as “performance-based compensation” under
Code Section 162(m).

     

    (b)           Performance Awards Granted to
Covered Employees.  If the Committee determines that a
Performance Award to be granted to an Eligible Person who is designated by the
Committee as likely to be a Covered Employee should qualify as
“performance-based compensation” for purposes of Code Section 162(m), the grant,
exercise and/or settlement of such Performance Award shall be contingent upon
achievement of a pre-established performance goal and other terms set forth in
this Section 7(b).

     

    (i)           Performance Goal
Generally.  The performance goal for such Performance Awards
shall consist of one or more business criteria and a targeted level or levels of
performance with respect to each of such criteria, as specified by the Committee
consistent with this Section 7(b).  The performance goal shall be
objective and shall otherwise meet the requirements of Code Section 162(m) and
regulations thereunder (including Regulation 1.162-27 and successor regulations
thereto), including the requirement that the level or levels of performance
targeted by the Committee result in the achievement of performance goals being
“substantially uncertain.”  The Committee may determine that such
Performance Awards shall be granted, exercised and/or settled upon achievement
of one or more performance goals.  Performance goals may differ for
Performance Awards granted to any one Participant or to different
Participants.

     

    
      
         

      

      
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    (ii)           Business
Criteria.  One or more of the following business criteria for
the Corporation, on a consolidated basis, and/or for specified subsidiaries or
affiliates or other business units of the Corporation shall be used by the
Committee in establishing performance goals for such Performance Awards: (1)
growth in revenues or assets; (2) earnings from operations, earnings before or
after taxes, earnings before or after interest, depreciation, amortization, or
extraordinary or special items; (3) net income or net income per common share
(basic or diluted); (4) return on assets, return on investment, return on
capital, or return on equity; (5) cash flow, free cash flow, cash flow return on
investment, or net cash provided by operations; (6) interest expense after
taxes; (7) economic profit; (8) operating profit, operating margin or gross
margin; (9) stock price or total stockholder return; and (10) strategic business
criteria, consisting of one or more objectives such as market penetration,
geographic business expansion goals, cost targets,
customer or employee satisfaction, management of employment practices and
employee benefits, supervision of litigation and information technology, and
goals relating to acquisitions or divestitures. The targeted level of
performance with respect to such business criteria may be established at such
levels and in such terms as the Committee may determine, in its discretion,
including in absolute terms, as a goal relative to performance in prior periods,
or as a goal compared to the performance of one or more comparable companies or
an index covering multiple companies.

     

    (iii)           Performance Period; Timing for
Establishing Performance Goals.  Achievement of performance
goals in respect of such Performance Awards shall be measured over a performance
period of at least 12 consecutive months in which the Participant performs
services, as specified by the Committee.  A performance goal shall be
established in writing, not later than the earlier of (A) 90 days after the
beginning of any performance period applicable to such Performance Award or (B)
the time 25% of such performance period has elapsed, provided that the outcome
must be substantially uncertain at the time that the Committee establishes the
performance goals.  Notwithstanding anything herein to the contrary, a
performance period may be for a period of less than 12 consecutive months (a
“Short Performance Period”) provided that the payment or settlement of a
Performance Award which relates to a Short Performance Period shall (i) be made
within the 2 1⁄2 months following the end of the taxable year of the Corporation
which contains the last month of the Short Performance Period and (ii)
constitute a “short term deferral” within the meaning of Regulation
1.409A-1(b)(4) under Code Section 409A.

     

    (iv)           Settlement of Performance Awards;
Other Terms.  Settlement of such Performance Awards shall be in
cash, Stock, other Awards or other property, in the discretion of the
Committee.  The Committee may, in its discretion, increase or reduce
the amount of a settlement otherwise to be made in connection with such
Performance Awards, but may not exercise discretion to increase any such amount
payable to a Covered Employee in respect of a Performance Award subject to this
Section 7(b).  Any settlement which changes the form of payment from
that originally specified shall be implemented in a manner such that the
Performance Award and other related Awards do not, solely for that reason, fail
to qualify as “performance-based compensation” for purposes of Code Section
162(m).  The Committee shall specify the circumstances in which such
Performance Awards shall be paid or forfeited in the event of termination of
employment by the Participant or other event (including a Change in Control)
prior to the end of a performance period or settlement of such Performance
Awards.

     

    (c)           Annual Incentive Awards Granted to
Designated Covered Employees.  The Committee may grant an
Annual Incentive Award to an Eligible Person who is designated by the Committee
as likely to be a Covered Employee.  Such Annual Incentive Award will
be intended to qualify as “performance-based compensation” for purposes of Code
Section 162(m), and therefore its grant, exercise and/or settlement shall be
contingent upon achievement of pre-established performance goals and other terms
set forth in this Section 7(c).

     

    
      
         

      

      
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    (i)           Grant of Annual Incentive
Awards.  Not later than the earlier of 90 days after the
beginning of any performance period applicable to such Annual Incentive Award or
the time 25% of such performance period has elapsed, the Committee shall
determine the Covered Employees who will potentially receive Annual Incentive
Awards, and the amount(s) potentially payable thereunder, for that performance
period.  The amount(s) potentially payable shall be based upon the
achievement of a performance goal or goals based on one or more of the business
criteria set forth in Section 7(b)(ii) in the given performance period, as
specified by the Committee.  In all cases, the maximum Annual
Incentive Award of any Participant shall be subject to the limitation set forth
in Section 5.

     

    (ii)           Payout of Annual Incentive
Awards.  After the end of each performance period, the
Committee shall determine the amount, if any, of the Annual Incentive Award for
that performance period payable to each Participant.  The Committee
may, in its discretion, determine that the amount payable to any Participant as
a final Annual Incentive Award shall be reduced from the amount of his or her
potential Annual Incentive Award, including a determination to make no final
Award whatsoever, but may not exercise discretion to increase any such
amount.  The Committee shall specify the circumstances in which an
Annual Incentive Award shall be paid or forfeited in the event of termination of
employment by the Participant or other event (including a Change in Control)
prior to the end of a performance period or settlement of such Annual Incentive
Award.

     

    (d)           Written
Determinations.  Determinations by the Committee as to the
establishment of performance goals, the amount potentially payable in respect of
Performance Awards and Annual Incentive Awards, the level of actual achievement
of the specified performance goals relating to Performance Awards and Annual
Incentive Awards, and the amount of any final Performance Award and Annual
Incentive Award shall be recorded in writing in the case of Performance Awards
intended to qualify under Section 162(m).  Specifically, the Committee
shall certify in writing, in a manner conforming to applicable, regulations
under Section 162(m), prior to settlement of each such Award granted to a
Covered Employee, that the performance objective relating to the Performance
Award and other material terms of the Award upon which settlement of the Award
was conditioned have been satisfied.

     

    8. 
          Certain
Provisions Applicable to Awards.

     

    (a)           Form and Timing of Payment under
Awards; Deferrals.  Subject to the terms of the Plan and any
applicable Award document, payments to be made by the Corporation or a
subsidiary or affiliate 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, and may be made in a single payment, in installments, or on a
deferred basis.  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 (subject to
Section 10(k)).  Installment or deferred payments may be required by
the Committee (subject to Section 10(e)) 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 reasonable interest on installment or deferred
payments.

     

    
      
         

      

      
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    (b)           Exemptions from Section 16(b)
Liability.  With respect to a Participant who is then subject
to the reporting requirements of Section 16(a) of the Exchange Act in respect of
the Corporation, transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 or its successors under the Exchange
Act.  To the extent that compliance with any Plan provision applicable
solely to such Participants is not required in order to bring a transaction by
such Participants into compliance with Rule 16b-3, it shall be deemed null and
void as to such transaction, to the extent permitted by law and deemed advisable
by the Committee.  To the extent any provision of the Plan or action
by the Committee involving such Participants is deemed not to comply with an
applicable condition of Rule 16b-3, it shall be deemed null and void as to such
Participants, to the extent permitted by law and deemed advisable by the
Committee.

     

    9. 
          Change in
Control.

     

    (a)           Effect of “Change in Control” on
Non-Performance Based Awards.  In the event of a “Change in
Control,” the following provisions shall apply to non-performance based Awards,
including Awards as to which performance conditions previously have
been  satisfied or are deemed satisfied under Section 9(b), unless
otherwise provided by the Committee in the Award document:

     

    (i)           All
deferral of settlement, forfeiture conditions and other restrictions applicable
to Awards granted under the Plan shall lapse and such Awards shall be fully
payable as of the time of the Change in Control without regard to deferral and
vesting conditions, except to the extent of any waiver by the Participant or
other express election to defer beyond a Change in Control and subject to
applicable restrictions set forth in Section 10(a);

     

    (ii)           Any
Award carrying a right to exercise that was not previously exercisable and
vested shall become fully exercisable and vested as of the time of the Change in
Control and shall remain exercisable and vested for the balance of the stated
term of such Award without regard to any termination of employment or service by
the Participant other than a termination for “cause” (as defined in any
employment or severance agreement between the Corporation or a subsidiary or
affiliate and the Participant then in effect or, if none, as defined by the
Committee and in effect at the time of the Change in Control), subject only to
applicable restrictions set forth in Section 10(a); and

     

    (iii)           The
Committee may, in its discretion, determine to extend to any Participant who
holds an Option the right to elect, during the 60-day period immediately
following the Change in Control, in lieu of acquiring the shares of Stock
covered by such Option, to receive in cash the excess of the Change in Control
Price over the exercise price of such Option, multiplied by the number of shares
of Stock covered by such Option, and to extend to any Participant who holds
other types of Awards denominated in shares the right to elect, during the
60-day period immediately following the Change in Control, in lieu of receiving
the shares of Stock covered by such Award, to receive in cash the Change in
Control Price multiplied by the number of shares of Stock covered by such
Award.

     

    (b)           Effect of “Change in Control” on
Performance-Based Awards.  In the event of a “Change in
Control,” with respect to an outstanding Award subject to achievement of
performance goals and conditions, such performance goals and conditions will be
deemed to be met if and to the extent so provided by the Committee in the Award
document governing such Award or other agreement with the
Participant.

     

    
      
         

      

      
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    (c)           Definition of “Change in
Control.”  A “Change in Control” means, a change (i) in the
ownership of the Corporation (which shall occur when a “person” or “group” [as
determined for purposes of Section 13(d)(3) of the Securities Exchange Act of
1934], except any majority-owned subsidiary of the Corporation or any employee
benefit plan of the Corporation or any trust thereunder, acquires more than 50%
of the voting power or fair market value of the Stock of the Corporation); (ii)
in the effective control of the Corporation (which shall result from the
acquisition, or acquisition during the 12-month period ending on the date of the
latest acquisition, by one or more persons acting as a group of 30% or more of
the total voting power of the Stock of the Corporation or replacement of a
majority of the directors of the Corporation during any 12-month period by
directors not endorsed by a majority of the board of directors of the
Corporation before appointment or election); or (iii) in the ownership of a
substantial portion of the assets of the Corporation (which shall result from
the acquisition, or acquisition during a 12-month period ending on the date of
the latest acquisition, by one or more persons [other than related persons
described in Treasury Regulation § 1.409A-3(i)(5)(vii)(B)] acting as a
group of all or substantially all of the assets of the Corporation), each within
the meaning of Treasury Regulation § 1.409A-3(i)(5).

     

    An event
constituting a Change of Control must be objectively determinable and any
certification thereof by the Committee may not be subject to the discretion of
the Committee.

    


    (d)           Definition of “Change in Control
Price.”  The “Change in Control Price” means an amount in cash
equal to the higher of (i) the amount of cash and Fair Market Value of property
that is the highest price per share paid (including extraordinary dividends) in
any transaction triggering the Change in Control or any liquidation of shares
following a sale of substantially all the assets of the Corporation, or (ii) the
highest Fair Market Value per share at any time during the 60-day period
preceding and 60-day period following the Change in Control.

     

    10.           General
Provisions.

     

    (a)           Compliance
with Legal and Other Requirements.  The Corporation may, to the extent
deemed necessary or advisable by the Committee, postpone the issuance or
delivery of Stock or payment of other benefits under any Award until completion
of such registration or qualification of such Stock 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 Stock or other securities of the Corporation are listed or quoted, or
compliance with any other obligation of the Corporation, 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 Stock or payment of other benefits in compliance with applicable
laws, rules, and regulations, listing requirements, or other obligations. The
foregoing notwithstanding, in connection with a Change in Control, the
Corporation shall take or cause to be taken no action, and shall undertake or
permit to arise no legal or contractual obligation, that results or would result
in any postponement of the issuance or delivery of Stock or payment of benefits
under any Award or the imposition of any other conditions on such issuance,
delivery or payment, to the extent that such postponement or other condition
would represent a greater burden on a Participant than existed on the 90th day
preceding the Change in Control.

     

    
      
         

      

      
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    (b)           Limits on Transferability;
Beneficiaries.  No Award or other right or interest of a
Participant under the Plan shall be pledged, hypothecated or otherwise
encumbered or subject to any lien, obligation or liability of such Participant
to any party (other than the Corporation or a subsidiary or affiliate thereof),
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 ISOs and SARs in tandem therewith) may be transferred to one or more
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, subject to any terms and
conditions which the Committee may impose thereon (including limitations the
Committee may deem appropriate in order that offers and sales under the Plan
will meet applicable requirements of registration forms under the Securities Act
of 1933 specified by the SEC). 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 document
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.  In
the event that any large, special and non-recurring dividend or other
distribution (whether in the form of cash or property other than Stock),
recapitalization, forward or reverse split, Stock dividend, reorganization,
merger, consolidation, spin-off, combination, repurchase, share exchange,
liquidation, dissolution or other similar corporate transaction or event affects
the Stock such that an adjustment is determined by the Committee to be
appropriate under the Plan, then the Committee shall, in such manner as it may
deem equitable, adjust any or all of (i) the number and kind of shares of Stock
which may be delivered in connection with Awards granted thereafter, (ii) the
number and kind of shares of Stock by which annual per-person Award limitations
are measured under Section 5, (iii) the number and kind of shares of Stock
(including without limitation whether such stock is’ restricted) subject to or
deliverable in respect of outstanding Awards and (iv) the exercise price, grant
price or purchase price relating to any Award or, if deemed appropriate, the
Committee may make provision for a payment of cash or property to the holder of
an outstanding Option (subject to Section 10(k)). In addition, the Committee is
authorized to make adjustments in the terms, conditions and criteria included in
any Awards in recognition of unusual or nonrecurring events affecting the
Corporation or for any other reason deemed relevant by the Committee acting in
good faith; provided that no such adjustment shall be authorized or made if and
to the extent that the existence of such authority (i) would cause Options,
SARs, or Performance Awards granted under Section 7 to Participants designated
by the Committee as Covered Employees and intended to qualify as
“performance-based compensation” under Code Section 162(m) and regulations
thereunder to otherwise fail to qualify as “performance-based compensation”
under Code Section 162(m) and regulations thereunder, or (ii) would cause the
Committee to be deemed to have authority to change the targets, within the
meaning of Treasury Regulation 1.162-27(e)(4)(vi), under the performance goals
relating to Options or SARs granted to Covered Employees and intended to qualify
as “performance-based compensation” under Code Section 162(m) and regulations
thereunder.

     

    
      
         

      

      
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    (d)           Tax Provisions.

     

    (i)           Withholding.  The
Corporation and any subsidiary or affiliate is authorized to withhold from any
Award granted, any payment relating to an Award under the Plan, including from a
distribution of Stock, or any payroll or other payment to any employee
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 Corporation and
employee 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 Stock or other property and to make
cash payments in respect thereof in satisfaction of an employee Participant’s
withholding obligations, either on a mandatory or elective basis in the
discretion of the Committee.  Other provisions of the Plan
notwithstanding, only the minimum amount of Stock or cash deliverable in
connection with an Award necessary to satisfy statutory withholding requirements
will be withheld.

     

    (ii)           Requirement of Notification of Code
Section 83(b) Election.  If any Participant shall make an
election under Section 83(b) of the Code (to include in gross income in the year
of transfer the amounts specified in Code Section 83(b)) or under a similar
provision of the laws of a jurisdiction outside the United States, such
Participant shall notify the Corporation of such election within ten days of
filing notice of the election with the Internal Revenue Service or other
governmental authority, in addition to any filing and notification required
pursuant to regulations issued under Code Section 83(b) or other applicable
provision.

     

    (iii)           Requirement of Notification Upon
Disqualifying Disposition Under Code Section 421(b).  If any
Participant shall make any disposition of shares of Stock delivered pursuant to
the exercise of an Incentive Stock Option under the circumstances described in
Code Section 421(b) (relating to certain disqualifying dispositions), such
Participant shall notify the Corporation of such disposition within ten days
thereof.

     

    (e)           Changes to the
Plan.  The Board may suspend, terminate or amend the Plan, or
the Committee’s authority to grant Awards under the Plan, without the consent of
stockholders or Participants; provided, however, that no such action, except
with the consent of stockholders, may (a) increase the maximum number of shares
of Stock covered by the Plan or change the class of employees who are Eligible
Persons; (b) reduce the exercise price for any stock options below the fair
market value of the Common Stock on the date of the grant of such option; (c)
extend beyond 10 years from the date of the grant the period within which any
Award may be exercised; (d) extend the period during which Awards may be
granted; or (e) increase the Annual Limit; provided, further, however, that any
amendment to the Plan shall be submitted to the Corporation’s stockholders for
approval not later than the earliest annual meeting for which the record date is
after the date of such Board action if such stockholder approval is required by
any federal or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed or
quoted.

     

    The Board
may amend the Plan at any time to comply with Section 409A of the Code
regulations promulgated thereunder and other Treasury or IRS guidance regarding
or affecting Code Section 409A, provided that such amendment will not result in
taxation to any Participant under Code Section 409A.

     

    
      
         

      

      
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    (f)           Right of
Setoff.  The Corporation or any subsidiary or affiliate may, to
the extent permitted by applicable law, deduct from and set off against any
amounts the Corporation or a subsidiary or affiliate may owe to the Participant
from time to time, including amounts payable in connection with any Award, owed
as wages, fringe benefits, or other compensation owed to the Participant, such
amounts as may be owed by the Participant to the Corporation, although the
Participant shall remain liable for any part of the Participant’s payment
obligation not satisfied through such deduction and setoff. By accepting any
Award granted hereunder, the Participant agrees to any deduction or setoff under
this Section 10(f).

     

    (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 Stock 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
Corporation; provided that the Committee may authorize the creation of trusts
and deposit therein cash, Stock, other Awards or other property, or make other
arrangements to meet the Corporation’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.

     

    (h)           Nonexclusivity of the
Plan.  Neither the adoption of the Plan by the Board nor its
submission to the stockholders of the Corporation 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, apart from the Plan, as it
may deem desirable, including incentive arrangements and awards which do not
qualify under Code Section 162(m), and such other arrangements may be either
applicable generally or only in specific cases.

     

    (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 consideration, the Participant shall be repaid the amount
of such cash consideration.  No fractional shares of Stock 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)           Compliance with Code Section
162(m).  It is the intent of the Corporation that Options and
SARs granted to Covered Employees and other Awards designated as Awards to
Covered Employees subject to Section 7 shall constitute qualified
“performance-based compensation” within the meaning of Code Section 162(m) and
regulations thereunder, unless otherwise determined by the Committee at the time
of allocation of an Award.  Accordingly, the terms of Sections 7(b),
(c), and (d), including the definitions of Covered Employee and other terms used
therein, shall be interpreted in a manner consistent with Code Section 162(m)
and regulations thereunder.  The foregoing notwithstanding, because
the Committee cannot determine with certainty whether a given Participant will
be a Covered Employee with respect to a fiscal year that has not yet been
completed, the term Covered Employee as used herein shall mean only a person
designated by the Committee as likely to be a Covered Employee with respect to a
specified fiscal year.  If any provision of the Plan or any Award
document relating to a Performance Award that is designated as intended to
comply with Code Section 162(m) does not comply or is inconsistent with the
requirements of Code Section 162(m) or regulations thereunder, such provision
shall be construed or deemed amended to the extent necessary to conform to such
requirements, and no provision shall be deemed to confer upon the Committee or
any other person discretion to increase the amount of compensation otherwise
payable in connection with any such Award upon attainment of the applicable
performance objectives.

     

    
      
         

      

      
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    (k)           Certain Limitations Relating to
Accounting Treatment of Awards.  Other provisions of the Plan
notwithstanding, the Committee’s authority under the Plan is limited to the
extent necessary to ensure that any Option or other Award of a type that the
Committee has intended to be subject to fixed accounting with a measurement date
at the date of grant or the date performance conditions are satisfied under APB
25 shall not become subject to “variable” accounting solely due to the existence
of such authority, unless the Committee specifically determines that the Award
shall remain outstanding despite such “variable” accounting.

     

    (l)           Governing Law.  The
validity, construction, and effect of the Plan, any rules and regulations
relating to the Plan and any Award document shall be determined in accordance
with the laws of the State of Delaware, without giving effect to principles of
conflicts of laws, and applicable provisions of federal law.

     

    (m)           Awards to Participants Outside the
United States.  The Committee may modify the terms of any Award
under the Plan made to or held by a Participant who is then resident or
primarily employed outside of the United States in any manner deemed by the
Committee to be necessary or appropriate in order that such Award shall conform
to laws, regulations, and customs of the country in which the Participant is
then resident or primarily employed, or so that the value and other benefits of
the Award to the Participant, as affected by foreign tax laws and other
restrictions applicable as a result of the Participant’s residence or employment
abroad, shall be comparable to the value of such an Award to a Participant who
is resident or primarily employed in the United States. An Award may be modified
under this Section 10(m) in a manner that is inconsistent with the express terms
of the Plan, so long as such modifications will not contravene any applicable
law or regulation or result in actual liability under Section 16(b) of the
Exchange Act for the Participant whose Award is modified.

     

    (n)           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
Corporation or a subsidiary or affiliate, (ii) interfering in any way with the
right of the Corporation or a subsidiary or affiliate to -terminate any Eligible
Person’s or Participant’s employment or 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 stockholder of the
Corporation unless and until the Participant is duly issued or transferred
shares of Stock in accordance with the terms of an Award or an Option is duly
exercised. Except as expressly provided in the Plan and an Award document,
neither the Plan nor any Award document shall confer on any person other than
the Corporation and the Participant any rights or remedies
thereunder.

     

    (o)           Severability; Entire
Agreement.  If any of the provisions of this Plan or any Award
document is finally held to be invalid, illegal or unenforceable (whether in
whole or in part), such provision shall be deemed modified to the extent, but
only to the extent, of such invalidity, illegality or unenforceability, and the
remaining provisions shall not be affected thereby; provided, that, if any of
such provisions is finally held to be invalid, illegal, or unenforceable because
it exceeds the maximum scope determined to be acceptable to permit such
provision to be enforceable, such provision shall be deemed to be modified to
the minimum extent necessary to modify such scope in order to make such
provision enforceable hereunder. The Plan and any Award documents contain the
entire agreement of the parties with respect to the subject matter thereof and
supersede all prior agreements, promises, covenants, arrangements,
communications, representations and warranties between them, whether written or
oral with respect to the subject matter thereof.

     

    
      
         

      

      
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    (p)           Awards Under Preexisting
Plan.  Upon approval of the Plan by stockholders of the
Corporation as required under Section 10(q) hereof, no further awards shall be
granted under the Preexisting Plan.

     

    (q)           Plan Effective Date and
Termination.  The Plan shall become effective if, and at such
time as, the stockholders of the Corporation have approved it by the affirmative
votes of the holders of a majority of the voting securities of the Corporation
present, or represented, and entitled to vote on the subject matter at a duly
held meeting of stockholders.  Unless earlier terminated by action’ of
the Board, the Plan will remain in effect until such time as no Stock remains
available for delivery under the Plan and the Corporation has no further rights
or obligations under the Plan with respect to outstanding Awards under the
Plan.

     

    
      
         

      

      
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