##### 



EXHIBIT 10

AMERICAN STANDARD COMPANIES INC.

2002 OMNIBUS INCENTIVE PLAN

SECTION 1.

PURPOSE

The purpose of the Plan is to foster and promote the long-term financial
success of the Company and materially increase shareholder value by (a)
providing flexibility to the Company to implement annual and long term
incentives that are consistent with the Companys goals, (b) encouraging and
providing for the acquisition of an ownership interest in the Company by
Employees, and (c) enabling the Company to attract and retain the services of
world-class leaders upon whose judgment, interest and special effort the
successful conduct of its operations is largely dependent.

SECTION 2.

DEFINITIONS

2.1     Definitions. Whenever used herein, the following terms shall have the
respective meanings set forth below:



| | (a) |  | Act means the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Adjustment Event shall mean any stock dividend, stock split or
share combination of, or extraordinary cash dividend on, the Common Stock or
recapitalization, reorganization, merger, consolidation, split-up, spin-off,
combination, exchange of shares, warrants or rights offering to purchase
Common Stock at a price substantially below Fair Market Value, or other
similar event affecting the Common Stock of the Company.                                                                                                                                                                                                                                                                                                       
|
| | (c) |  | Annual Incentive Award means an Incentive Award made pursuant to
Section 9 with a Performance Cycle of one year or less.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|
| | (d) |  | Beneficial Owner means any person, as such term is used in
Section 13(d) of the Act, who, directly or indirectly, has or shares the
right to vote or dispose of such securities or otherwise has beneficial
ownership of such securities (within the meaning of Rule 13d-3 and Rule
13d-5 under the Act), including pursuant to any agreement, arrangement or
understanding (whether or not in writing).                                                                                                                                                                                                                                                                                                                             
|
| | (e) |  | Board means the Board of Directors of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
| | (f) |  | Cause means a Participants (i) dishonesty, fraud or
misrepresentation, (ii) the Participants engaging in conduct that is
injurious to the Company or any Subsidiary in any way, including, but not
limited to by way of damage to its reputation or standing in the industry,
(iii) the Participants having been convicted of, or entered a plea of nolo
contendere to, a crime that constitutes a felony; (iv) the breach by the
Participant of any written covenant or agreement with the Company or any
Subsidiary not to disclose or misuse any information pertaining to, or misuse
any property of, the Company or any Subsidiary or (v) a material violation by
the Participant of any policy of the Company or any Subsidiary.
|
| | (g) |  | Change of Control shall mean the occurrence of any of the
following events:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              



| | (i) |  | any person, as such term is used in Section 13(d) of the Act (other
than the Company, any Subsidiary or any employee benefit plan maintained by
the Company or any Subsidiary (or any trustee or other fiduciary thereof)) is
or becomes the Beneficial Owner, directly or indirectly, of securities of the
Company representing 20% or more of
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

1



---



##### 





| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | the combined voting power of the Companys then-outstanding securities,
provided, however, that an acquisition of securities of the Company
representing less than 25% of the combined voting power shall not
constitute a Change of Control if, prior to meeting the 20% threshold,
the members of the Board who are not Employees unanimously adopt a
resolution consenting to such acquisition by such Beneficial Owners;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | during any consecutive 24-month period, individuals who at the
beginning of such period constitute the Board, together with those
individuals who first become directors during such period (other than by
reason of an agreement with the Company or the Board in settlement of a
proxy contest for the election of directors) and whose election or
nomination for election to the Board was approved by a vote of at least
two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or nomination
for election was previously so approved (the Continuing Directors),
cease for any reason to constitute a majority of the Board;                                                                                                                                                                                                                                                                                                                                  
|
| |     | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the consummation of any merger, consolidation, recapitalization or
reorganization involving the Company, other than any such transaction
immediately following which the persons who were the Beneficial Owners
of the outstanding voting securities of the Company immediately prior to
such transaction are the Beneficial Owners of at least 55% of the total
voting power represented by the voting securities of the entity
surviving such transaction or the ultimate parent of such entity in
substantially the same relative proportions as their ownership of the
Companys voting securities immediately prior to such transaction;
provided that, such continuity of ownership (and preservation of
relative voting power) shall be deemed to be satisfied if the failure to
meet such threshold (or to preserve such relative voting power) is due
solely to the acquisition of voting securities by an employee benefit
plan of the Company, such surviving entity, any Subsidiary or any
subsidiary of such surviving entity;
|
| |     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | the sale of substantially all of the assets of the Company to any
person other than any Subsidiary or any entity in which the Beneficial
Owners of the outstanding voting securities of the Company immediately
prior to such sale are the Beneficial Owners of at least 55% of the
total voting power represented by the voting securities of such entity
or the ultimate parent of such entity in substantially the same relative
proportions as their ownership of the Companys voting securities
immediately prior to such transaction; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |     | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the shareholders of the Company approve a plan of complete
liquidation or dissolution of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| | (h) | Change of Control Settlement Value shall mean, with respect
to a share of Common Stock, the excess of the Change of Control Stock
Value over the option price of the Option or the base price of the Stock
Appreciation Right covering such share of Common Stock, provided that,
with respect to any Option which is an Incentive Stock Option
immediately prior to the election to receive the Change of Control
Settlement Value, the Change of Control Settlement Value shall not
exceed the maximum amount permitted for such Option to continue to
qualify as an Incentive Stock Option.
|
| | (i) | Change of Control Stock Value shall mean the value of a
share of Common Stock determined as follows:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | if the Change of Control results from an event described in clause
(iii) of the Change of Control definition, the highest per share price
paid for shares of Common Stock of the Company in the transaction
resulting in the Change of Control; or                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|
| |     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | if the Change of Control results from an event described in clause
(i), (ii) (iv) or (v) of the Change of Control definition and no event
described in clause (iii) of the Change of Control definition has
occurred in connection with such Change of Control, the highest sale
price of a share of Common Stock of the Company on any trading day
during the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             

2



---



##### 





| |  |  | 60 consecutive trading days immediately preceding and following the date
of such Change of Control as reported on the New York Stock Exchange
Composite Tape, or other national securities exchange on which the
Common Stock is traded, and published in The Wall Street Journal.
| |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | (j) |  | Code means the Internal Revenue Code of 1986, as amended.
| | --- |  | -----------------------------------------------------------
|

| | (k) |  | Committee means the Management Development and Nominating
Committee of the Board (or such other committee of the Board that the
Board shall designate), which shall consist of two or more members, each
of whom shall be a non-employee director within the meaning of Rule
16b-3, as promulgated under the Act and serving at the pleasure of the
Board. Notwithstanding the foregoing, with respect to Incentive Awards
granted to non-employee directors, the Committee shall mean the entire
Board.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | (l) |  | Common Stock means the common stock of the Company, par
value $0.01 per share.
| | --- |  | --------------------------------------------------------------------------------
|

| | (m) |  | Company means American Standard Companies Inc., a Delaware
corporation, and any successor thereto.
| | --- |  | ----------------------------------------------------------------------------------------------------
|

| | (n) |  | Disability means a Participants inability, due to
reasonably documented physical or mental illness, for more than six
months to perform his duties with the Company or a Subsidiary on a full
time basis if, within 30 days after written notice of termination has
been given to such Participant, he shall not have returned to the full
time performance of his duties.
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | (o) |  | Dividend Equivalents means an amount equal to the cash
dividends paid by the Company upon one share of Common Stock for each
Restricted Unit or property distributions awarded to a Participant in
accordance with Section 8 of the Plan.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | (p) |  | Employee means an individual who is paid on the payroll of
the Company or one of its Subsidiaries, and is classified on the
employers human resource payroll system as a regular full-time or
regular part-time employee.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | (j) |  | Executive Officer means each person who is an officer of
the Company or any Subsidiary and who is subject to the reporting
requirements under Section 16(a) of the Act.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | (r) |  | Fair Market Value means, on any date, the average of the
highest and lowest sales price reported for such day on the principal
national exchange on which the Common Stock is listed for trade or the
average of the highest and lowest bid and asked prices on such date as
reported on the principal nationally recognized system of price
quotation on which the Common Stock is listed. In the event that there
are no Common Stock transactions reported on such exchange or system on
such date, Fair Market Value shall mean the closing price on the
immediately preceding date on which Common Stock transactions were so
reported.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | (s) |  | Family Member means as to a Participant, any (i) child,
stepchild, grandchild, parent, stepparent, grandparent, spouse,
mother-in-law, father-in-law, son-in-law or daughter-in-law (including
adoptive relationships), (ii) trusts for the exclusive benefit of one or
more such persons and/or the Participant and (iii) other entity owned
solely by one or more such persons and/or the Participant.
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | (t) |  | Incentive Award means the award of an Annual Incentive
Award, a Long-Term Incentive Award, an Option, a Stock Appreciation
Right, a Restricted Unit, or Restricted Stock under the Plan and shall
also include an award of Common Stock or Restricted Units made in
conjunction with other incentive programs established by the Company and
so designated by the Committee.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|

| | (u) |  | Long-Term Incentive Award means an Incentive Award made
pursuant to Section 9 with a Performance Cycle of two years or more.
| | --- |  | ------------------------------------------------------------------------------------------------------------------------------
|

| | (v) |  | Option means the right to purchase Common Stock at a stated
price for a specified period of time. For purposes of the Plan, an
Option may be either (i) an Incentive Stock Option with the meaning of
Section 422 of the Code or (ii) an Option which is not an Incentive
Stock Option (a Non-Qualified Stock Option).
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3



---



##### 





| | (w)  |  | Participant means any Employee or any non-employee director of
the Company designated by the Committee to receive an Incentive Award under
the Plan, provided that non-employee directors shall not be eligible for
Annual Incentive Awards, Long-Term Incentive Awards or Incentive Stock
Options.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | ---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (x)  |  | Performance Cycle means the period selected by the Committee
during which the performance of the Company or any Subsidiary or unit thereof
or any individual is measured for the purpose of determining the extent to
which an Incentive Award subject to Performance Goals has been earned.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| | (y)  |  | Performance Goals means the objectives for the Company, any
Subsidiary or business unit thereof or individual that may be established by
the Committee for a Performance Cycle with respect to any performance based
Incentive Awards contingently awarded under the Plan. The Performance Goals
for Incentive Awards that are intended to constitute performance-based
compensation within the meaning of Section 162(m) of the Code shall be based
on one or more of the following measures: sales, gross revenues, gross
margins, earnings per share, internal rate of return, return on equity,
return on capital, net income (before or after taxes), management net income,
operating income, operating income before interest expense and taxes
(OEBIT), segment income, cash flow, free cash flow or stock price.
Performance Goals may reflect absolute entity performance or a relative
comparison of entity performance to the performance of a peer group or other
external measure.
|
| | (z)  |  | Plan means the American Standard Companies Inc. 2002 Omnibus
Incentive Plan, as set forth herein and as the same may be amended from time
to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| | (aa) |  | Restricted Period means the period during which Restricted
Units or shares of Restricted Stock are subject to forfeiture or
restrictions on transfer (if applicable) pursuant to Section 8 of
the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|
|
|
|
|
| | (bb) |  | Restricted Stock means Common Stock awarded to a Participant
pursuant to the Plan which is subject to forfeiture and
restrictions on transferability in accordance with Section 8 of
the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
|
|
|
|
| | (cc) |  | Restricted Unit means a Participants right to receive
pursuant to the Plan one share of Common Stock at the end of a
specified period of time, which right is subject to forfeiture in
accordance with Section 8 of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
|
|
|
|
| | (dd) |  | Retirement means termination of a Participants employment on
or after the Participant attains (i) age 55 with 5 years of
service or (ii) age 50 with 10 years of service.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
|
|
|
|
| | (ee) |  | Stock Appreciation Right means the right to receive a payment
from the Company, in cash or Common Stock, in an amount
determined under Section 7 of the Plan.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|
|
|
|
|
| | (ff) |  | Subsidiary means any corporation, partnership or limited
liability company in which the Company owns, directly or
indirectly, 50% or more of the total combined voting power of all
classes of stock of such corporation or of the capital interest
or profits interest of such partnership.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

2.2.     Gender
and Number. Except when otherwise indicated by the context, words
in the masculine gender used in the Plan shall include the feminine gender, the
singular shall include the plural, and the plural shall include the singular.

SECTION 3.

ELIGIBILITY AND PARTICIPATION

Participants in the Plan shall be those Employees and non-employee directors
selected by the Committee to participate in the Plan.

4



---



##### 



SECTION 4.

ADMINISTRATION

4.1     Power to Grant and Establish Terms of Incentive Awards.
 The Committee
shall have the authority, subject to the terms of the Plan, to determine the
Participants to whom Incentive Awards shall be granted and the terms and
conditions of any and all Incentive Awards, including but not limited to the
number of shares of Common Stock to be covered by each Incentive Award, the
time or times at which Incentive Awards shall be granted, and the terms and
provisions of the instruments by which Options shall be evidenced; to designate
Options as Incentive Stock Options or Non-Qualified Stock Options; to determine
the period of time during which restrictions on Restricted Stock or Restricted
Units shall remain in effect; and to establish and administer any Performance
Goals applicable to Incentive Awards granted hereunder, as well as to determine
Participants target Annual Incentive and Long-Term Incentive Awards. The
proper officers of the Company may suggest to the Committee the Participants
who should receive Incentive Awards. The terms and conditions of each Incentive
Award shall be determined by the Committee at the time of grant, and such terms
and conditions shall not be subsequently changed in a manner which would be
adverse to the Participant without the consent of the Participant to whom such
Incentive Award has been granted. The Committee may establish different terms
and conditions for different Participants receiving Incentive Awards and for
the same Participant for each Incentive Award such Participant may receive,
whether or not granted at different times. The grant of any Incentive Award to
any Participant shall neither entitle such Participant to, nor disqualify him
from, the grant of any other Incentive Awards. Notwithstanding anything else
contained in the Plan to the contrary, the Committee may delegate, subject to
such terms and conditions or guidelines as it shall determine, to any employee
of the Company or to a committee of employees of the Company any portion of its
authority and powers under the Plan with respect to Participants who are not
Executive Officers.

4.2     Administration. The Committee shall be responsible for the administration
of the Plan. Any Incentive Award granted by the Committee may be subject to
such conditions, not inconsistent with the terms of the Plan, as the Committee
shall determine. The Committee, by majority action thereof, is authorized to
prescribe, amend and rescind rules and regulations relating to the Plan, to
provide for conditions deemed necessary or advisable to protect the interests
of the Company to interpret the Plan and to make all other determinations
necessary or advisable for the administration and interpretation of the Plan to
carry out its provisions and purposes. Determinations, interpretations or other
actions made or taken by the Committee pursuant to the provisions of the Plan
shall be final, binding and conclusive for all purposes and upon all persons.
The Committee may consult with legal counsel, who may be counsel to the
Company, and shall not incur any liability for any action taken in good faith
in reliance upon the advice of counsel.

4.3     Participants Based Outside the United States. Notwithstanding anything to
the contrary herein, the Committee, in order to conform with provisions of
local laws and regulations in foreign countries in which the Company or its
Subsidiaries operate, shall have sole discretion to (i) modify the terms and
conditions of Incentive Awards granted to Participants employed outside the
United States, (ii) establish subplans with modified exercise procedures and
such other modifications as may be necessary or advisable under the
circumstances presented by local laws and regulations, provided that no more
than 1,000,000 shares shall be issued as Incentive Awards under such subplans;
and (iii) take any action which it deems advisable to obtain, comply with or
otherwise reflect any necessary governmental regulatory procedures, exemptions
or approvals with respect to the Plan or any subplan established hereunder.

4.4     Newly Eligible Participants. The Committee shall be entitled to make such
rules, determinations and adjustments as it deems appropriate with respect to
any Participant who becomes eligible to receive a performance based Incentive
Award after the commencement of a Performance Cycle.

4.5     Restrictive Covenants and Other Conditions. The Committee may condition
the grant of any Incentive Award under the Plan upon the Participant to whom
such Incentive Award would be

5



---



##### 



granted agreeing in writing to certain conditions in addition to the provisions
regarding exercisability of an Option or the vesting or payment of any other
Incentive Award (such as restrictions on the ability to transfer the underlying
shares of Common Stock) or covenants in favor of the Company and/or its
Subsidiaries (including, without limitation covenants not to compete, not to
solicit employees and customers that may have effect following the termination
of the Participants employment and after the Option has been exercised or the
Incentive Award has otherwise vested, including, without limitation, the
requirement that the Participant disgorge any profit, gain or other benefit
received in respect of the Incentive Award prior to any breach of any such
covenant by the Participant).

SECTION 5.

STOCK SUBJECT TO PLAN

5.1     Number. Subject to the provisions of Section 5.3, the number of shares of
Common Stock available for Incentive Awards under the Plan shall be 5,500,000.
The shares to be delivered under the Plan may consist, in whole or in part, of
Common Stock held in treasury or authorized but unissued Common Stock, not
reserved for any other purpose. The total number of shares of Common Stock
available under the Plan for Incentive Awards other than Options and Stock
Appreciation Rights shall not exceed 825,000. In determining the number of
shares issued under the Plan in circumstances where shares of Common Stock are
delivered to the Company in satisfaction of the exercise price of any Option or
to satisfy the withholding obligations of any Participant, only the net number
of shares actually issued shall be treated as issued hereunder and counted
against the limit set forth in this Section 5.1.

5.2    Canceled, Terminated,
or Forfeited Awards. Any shares of Common Stock
subject to an Incentive Award issued under this Plan which for any reason
expires, or is canceled, terminated or otherwise settled without the issuance
of any Common Stock (including, without limitation, any shares issued in
connection with a Restricted Stock award that are subsequently forfeited) shall
again be available under the Plan.

5.3    Adjustment
Due to Change in Capitalization. In the event of any Adjustment
Event, (i) the aggregate number of shares of Common Stock available for
Incentive Awards under Section 5.1, (ii) the aggregate limitations on the
number of shares that may be awarded as a particular type of Incentive Award or
that may be awarded to any particular Participant in any particular period
under Section 5.4 and (iii) the aggregate number of shares subject to
outstanding Incentive Awards and the respective prices and/or vesting criteria
applicable to outstanding Incentive Awards shall be proportionately adjusted to
reflect, as deemed equitable and appropriate by the Committee, an Adjustment
Event. To the extent deemed equitable and appropriate by the Committee, subject
to any required action by stockholders, in any merger, consolidation,
reorganization, liquidation, dissolution, or other similar transaction, any
Incentive Award granted under the Plan shall pertain to the securities and
other property, including cash, to which a holder of the number of shares of
Common Stock covered by the Incentive Award would have been entitled to receive
in connection with such event.

Any shares of stock (whether Common Stock, shares of stock into which shares of
Common Stock are converted or for which shares of Common Stock are exchanged or
shares of stock distributed with respect to Common Stock) or cash or other
property received with respect to any award of Restricted Stock or Restricted
Units granted under the Plan as a result of any Adjustment Event or any
distribution of property shall, except as provided in Section 10 or as
otherwise provided by the Committee at or after the date an award of Restricted
Stock or Restricted Units is made by the Committee, be subject to the same
terms and conditions, including restrictions on transfer, as are applicable to
such shares of Restricted Stock or Restricted Units and any stock
certificate(s) representing or evidencing any shares of stock so received shall
be legended in such manner as the Company deems appropriate.

6



---



##### 



5.4    Incentive Award Limitations. Subject to Section 5.3:



| |  |  | (a) | the total number of shares of Common Stock subject to Options and
Stock Appreciation Rights awarded to any Participant during a calendar year
may not exceed 1,500,000;                
| |  |  | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | (b) | the total amount of any Restricted Stock or Restricted Units that
may be awarded to any Participant during a calendar year shall not exceed
150,000 shares or units as the case may be;
|
| |  |  | (c) | the total amount of any Annual Incentive Award paid to any
Participant during a calendar year shall not exceed $3,000,000; and                                                         
|
| |  |  | (d) | the total amount of any Long-Term Incentive Award paid to any
Participant during a calendar year shall not exceed $4,500,000.                                                          

SECTION 6.

STOCK OPTIONS

6.1     Grant of Options. Options may be granted to Participants at such time or
times as shall be determined by the Committee ; provided that, in no event
shall the Committee be permitted to grant Options conditioned on the surrender
or cancellation of previously granted Options. Options granted to non-employee
directors shall be in such amounts and intervals as determined by the Board
from time to time. Options granted under the Plan may be of two types: (i)
Incentive Stock Options and (ii) Non-Qualified Stock Options, except that no
Incentive Stock Option may be granted to a non-employee director or to any
Employee of a Subsidiary which is not a corporation (unless the Subsidiary is a
disregarded entity for Federal income tax purposes). The date of grant of an
Option under the Plan will be the date on which the Option is awarded by the
Committee or, if so determined by the Committee, the date on which occurs any
event the occurrence of which is an express condition precedent to the grant of
the Option. Subject to Section 5.4, the Committee shall determine the number of
Options, if any, to be granted to the Participant. Each Option shall be
evidenced by an electronic or written document that shall specify the type of
Option granted, the exercise price, the duration of the Option, the number of
shares of Common Stock to which the Option pertains, and such other terms and
conditions not inconsistent with the Plan as the Committee shall determine.

6.2     Option Price. Non-Qualified Stock Options and Incentive Stock Options
granted pursuant to the Plan shall have an exercise price that is not less than
the Fair Market Value on the date the Option is granted. Except in the event of
an Adjustment Event, the Committee shall not have the power or authority to
reduce, whether through amendment or otherwise, the exercise price of any
outstanding Option.

6.3     Exercise of Options. Options awarded to a Participant under the Plan shall
be exercisable at such times and shall be subject to such restrictions and
conditions including the performance of a minimum period of service or the
satisfaction of Performance Goals, as the Committee may impose either at or
after the time of grant of such Options, subject to the Committees right to
accelerate the exercisability of such Option in its discretion. Notwithstanding
the foregoing, unless otherwise determined by the Committee at grant, Options
shall become exercisable in three equal installments on each of the first three
anniversaries of the date of grant. Except as may be provided in any provision
approved by the Committee pursuant to this Section 6.3, after becoming
exercisable each installment shall remain exercisable until expiration,
termination or cancellation of the Option. An Option may be exercised from time
to time, in whole or in part, up to the total number of shares of Common Stock
with respect to which it is then exercisable. Notwithstanding the foregoing, no
Option shall be exercisable for more than 10 years after the date on which it
is granted.

6.4     Payment. The Committee shall establish procedures governing the exercise
of Options. No shares shall be delivered pursuant to any exercise of an Option
unless arrangements satisfactory to the Committee have been made to assure full
payment of the exercise price therefor. Without limiting the

7



---



##### 



generality of the foregoing, payment of the exercise price may be made (i) in
cash or cash equivalents, (ii) by exchanging shares of Common Stock which have
been owned by the Participant for at least six months at the time of exercise
(or such greater or lesser period as the Committee shall determine), (iii) by
any combination of the foregoing; provided that the combined value of all cash
and cash equivalents paid and the Fair Market Value of any such Common Stock so
tendered to the Company, valued as of the date of such tender, is at least
equal to the exercise price, (iv) through an arrangement with a broker approved
by the Company whereby payment of the exercise price is accomplished with the
proceeds of the sale of Common Stock or (v) through such other procedures as
the Committee may determine. As soon as administratively practicable after
receipt of a written exercise notice and payment of the exercise price in
accordance with this Section 6.4, the Company shall deliver to the Participant
a certificate or certificates representing the acquired shares of Common Stock.

6.5
     Settlement. At the time a Participant exercises an Option in lieu of
accepting payment of the exercise price of the Option and delivering the number
of shares of Common Stock for which the Option is being exercised, the
Committee may direct that the Company either (i) pay the Participant a cash
amount, or (ii) issue a lesser number of shares of Common Stock having a Fair
Market Value on the date of exercise, equal to the amount, if any, by which the
aggregate Fair Market Value of the shares of Common Stock as to which the
Option is being exercised exceeds the aggregate exercise price for such shares,
based on such terms and conditions as the Committee shall establish.

6.6      Incentive
Stock Options. Notwithstanding anything in the Plan to the
contrary, no term of the Plan relating to Incentive Stock Options shall be
interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be so exercised, so as to disqualify the Plan under Section 422
of the Code, or, without the consent of any Participant affected thereby, to
cause any Incentive Stock Option previously granted to fail to qualify for the
Federal income tax treatment afforded under Section 421 of the Code.

6.7      Termination of
Employment Due to Retirement. Unless otherwise determined
by the Committee at the time of grant, in the event a Participants employment
with the Company or a Subsidiary terminates by reason of Retirement, any such
Options granted to such Participant which are exercisable at the date of such
Participants termination of employment may be exercised at any time during the
remainder of the full term of such Options.

6.8      Termination of
Employment Due to Death or Disability. Unless otherwise
determined by the Committee at the time of grant, in the event a Participants
employment with the Company or a Subsidiary terminates by reason of death or
Disability, any such Options granted to such Participant which are exercisable
at the date of such Participants termination of employment may be exercised by
the Participant or the Participants designated beneficiary, and if none is
named, in accordance with Section 11.2, at any time during the remainder of the
full term of such Options.

6.9      Termination of
Employment for Cause. Unless otherwise determined by the
Committee at the time of grant, in the event a Participants employment with
the Company or a Subsidiary is terminated for Cause, all Options granted to
such Participant which are then outstanding (whether or not exercisable prior
to the date of such termination) shall be forfeited.

6.10      Termination
of Employment for Any Other Reason. Unless otherwise
determined by the Committee at or after the time of grant, in the event a
Participants employment with the Company or a Subsidiary terminates for any
reason other than one described in Section 6.7, 6.8 or 6.9, any Options granted
to such Participant which are exercisable at the date of such Participants
termination of employment shall be exercisable at any time prior to 90 days
following such Participants termination of employment or the expiration of the
term of such Options, whichever period is shorter.

6.11      Cancellation
of Unvested Options. Notwithstanding anything else contained
in this Section 6 to the contrary, unless otherwise determined by the Committee
at or after the time of grant, upon a Participants termination of employment
for any reason, including death, any Options granted to such Participant which
are not exercisable as of the date of such termination of employment shall be
cancelled.

8



---



##### 



6.12      Committee
Discretion. Notwithstanding anything else contained in this
Section 6 to the contrary, the Committee may permit all or any portion of any
Options to be exercised following a Participants termination of employment for
any reason on such terms and subject to such conditions as the Committee shall
determine for a period up to and including, but not beyond, the expiration of
the term of such Options.

SECTION 7

STOCK APPRECIATION RIGHTS

7.1      Grant of Stock
Appreciation Rights. Stock Appreciation Rights may be
granted to any Participants, all Participants or any class of Participants at
such time or times as shall be determined by the Committee. Stock Appreciation
Rights maybe granted in tandem with an Option, or may granted on a freestanding
basis, not related to any Option. A grant of a Stock Appreciation Right shall
be evidenced in writing, whether as part of the agreement governing the terms
of the Option, if any, to which such Stock Appreciation Rights relate or
pursuant to a separate written agreement with respect to freestanding Stock
Appreciation Rights, in each case containing such provisions not inconsistent
with the Plan as the Committee shall approve.

7.2      Terms and
Conditions of Stock Appreciation Rights. Unless the Committee
shall otherwise determine, the terms and conditions (including, without
limitation, the exercise period of the Stock Appreciation Right, the vesting
schedule applicable thereto and the impact of any termination of service on the
Participants rights with respect to the Stock Appreciation Right) applicable
with respect to (i) Stock Appreciation Rights granted in tandem with an Option
shall be substantially identical (to the extent possible taking into account
the differences related to the character of the Stock Appreciation Right) to
the terms and conditions applicable to the tandem Options and (ii) freestanding
Stock Appreciation Rights shall be substantially identical (to the extent
possible taking into account the differences related to the character of the
Stock Appreciation Right) to the terms and conditions that would have been
applicable under Section 6 above were the grant of the Stock Appreciation
Rights a grant of an Option.

7.3      Exercise of
Tandem Stock Appreciation Rights. Stock Appreciation Rights
which are granted in tandem with an Option may only be exercised upon the
surrender of the right to exercise such Option for an equivalent number of
shares and may be exercised only with respect to the shares of Common Stock for
which the related Option is then exercisable.

7.4      Payment of
Stock Appreciation Right Amount. Upon exercise of a Stock
Appreciation Right, the holder shall be entitled to receive payment, in cash,
in shares of Common Stock or in a combination thereof, as determined by the
Committee, of an amount determined by multiplying the excess, if any, of the
Fair Market Value of a share of Common Stock at the date of exercise over the
Fair Market Value of a share of Common Stock on the date of grant, by the
number of shares of Common Stock with respect to which the Stock Appreciation
Rights are then being exercised.

SECTION 8.

RESTRICTED STOCK AND RESTRICTED UNITS

8.1      Grant of
Restricted Stock and Restricted Units. Any award made hereunder
of Restricted Stock or Restricted Units shall be subject to the terms and
conditions of the Plan and to any other terms and conditions not inconsistent
with the Plan (including, but not limited to, requiring the Participant to pay
the Company an amount equal to the par value per share for each share of
Restricted Stock awarded) as shall be prescribed by the Committee in its sole
discretion. As determined by the Committee, with respect to an award of
Restricted Stock, the Company shall either (i) transfer or issue to each
Participant to whom an award of Restricted Stock has been made the number of
shares of Restricted Stock specified by the Committee or (ii) hold such shares
of Restricted Stock for the benefit of the Participant for the Restricted
Period. In the case of an award of

9



---



##### 



Restricted Units, no shares of Common Stock shall be issued at the time an
award is made, and the Company shall not be required to set aside a fund for
the payment of such award.

8.2      Restrictions
on Transferability. Shares of Restricted Stock may not be
sold, assigned, transferred, pledged, hypothecated or otherwise encumbered by
the Participant during the Restricted Period, except as hereinafter provided.
Notwithstanding the foregoing, the Committee may permit (on such terms and
conditions as it shall establish) shares of Restricted Stock to be transferred
during the Restricted Period pursuant to Section 12.1, provided that any shares
of Restricted Stock so transferred shall remain subject to the provisions of
this Section 8.

8.3      Rights as a
Shareholder. Except for the restrictions set forth herein and
unless otherwise determined by the Committee, the Participant shall have all
the rights of a shareholder with respect to such shares of Restricted Stock,
including but not limited to, the right to vote and the right to receive
dividends. A Participant shall not have any right, in respect of Restricted
Units awarded pursuant to the Plan, to vote on any matter submitted to the
Companys stockholders until such time as the shares of Common Stock
attributable to such Restricted Units have been issued. At the discretion of
the Committee, a Participants Restricted Unit account may be credited with
Dividend Equivalents during the Restricted Period.

8.4      Restricted
Period. Unless the Committee shall otherwise determine at or
after the date an award of Restricted Stock or Restricted Units is made to the
Participant by the Committee, the Restricted Period shall commence upon the
date of grant and shall lapse with respect to the shares of Restricted Stock or
Restricted Units on the third anniversary of the date of grant, unless sooner
terminated as otherwise provided herein. Without limiting the generality of the
foregoing, the Committee may provide for termination of the Restricted Period
upon the achievement by the Participant of Performance Goals specified by the
Committee at the date of grant. The determination of whether the Participant
has achieved such Performance Goals shall be made by the Committee in its sole
discretion.

8.5      Legend. Each certificate issued to a Participant in respect of shares of
Restricted Stock awarded under the Plan shall be registered in the name of the
Participant and shall be legended in such manner as the Company deems
appropriate.

8.6      Death,
Disability or Retirement. Unless the Committee shall otherwise
determine at the date of grant, if a Participant ceases to be employed by the
Company or any Subsidiary by reason of death, Disability or Retirement, the
Restricted Period will lapse as to a pro rated portion of the shares of
Restricted Stock and Restricted Units transferred or issued to such Participant
under the Plan based on the number of days the Participant actually worked
since the date the shares of Restricted Stock or Restricted Units were granted
(or in the case of an award which becomes vested in installments, since the
date, if any, on which the last installment of such Restricted Stock or
Restricted Units became vested); provided that, in the case of an award with
respect to which the restrictions will lapse, if at all, based on the
attainment of Performance Goals or targets, such vesting shall be deferred
until the end of the applicable performance period and be based on that number
of shares of Restricted Stock or Restricted Units, if any, that would have been
earned based on the attainment or partial attainment of such Performance Goals
or targets. Any shares of Restricted Stock or Restricted Units as to which the
Restricted Period has not lapsed at the date of a Participants termination of
employment by reason of death, Disability or Retirement (or which do not become
vested after such date under the preceding sentence) shall revert back to the
Company upon such Participants termination of employment (or, if applicable,
such deferred vesting date).

8.7      Termination of
Employment. Unless the Committee shall otherwise determine
at or after the date of grant, if a Participant ceases to be employed by the
Company or any Subsidiary for any reason other than those specified in Section
8.6 at any time prior to the date when the Restricted Period lapses, all shares
of Restricted Stock held by the Participant shall revert back to the Company
and all Restricted Units and any Dividend Equivalents credited to such
Participant shall be forfeited upon the Participants termination of
employment.

10



---



##### 



8.8     Issuance of New Certificates; Settlement of
Restricted Units. Upon the
lapse of the Restricted Period with respect to any shares of Restricted Stock,
such shares shall no longer be subject to the restrictions imposed under
Section 8.2 and the Company shall issue or have issued new share certificates
without the legend described in Section 8.5 in exchange for those previously
issued. Upon the lapse of the Restricted Period with respect to any Restricted
Units, the Company shall deliver to the Participant, or the Participants
beneficiary or estate, as provided in Section 12.2, one share of Common Stock
for each Restricted Unit as to which restrictions have lapsed and any Dividend
Equivalents credited with respect to such Restricted Units and any interest
thereon. The Committee may, in its sole discretion, elect to pay cash or part
cash and part Common Stock in lieu of delivering only Common Stock for
Restricted Units. If a cash payment is made in lieu of delivering Common Stock,
the amount of such cash payment for each share of Common Stock to which a
Participant is entitled shall be equal to the Fair Market Value of the Common
Stock on the date on which the Restricted Period lapsed with respect to the
related Restricted Unit.

8.9     Performance Related Awards. Notwithstanding anything else contained in the
Plan to the contrary and unless the Committee shall otherwise determine at the
time of grant, to the extent required to ensure that the grant of an award of
Restricted Shares or Restricted Units to an Executive Officer (other than an
award which will vest solely on the basis of the passage of time) is deductible
by the Company or such Subsidiary pursuant to Section 162(m) of the Code, any
such award shall become vested, if at all, upon the determination by the
Committee that Performance Goals established by the Committee have been
attained, in whole or in part.

SECTION 9.

ANNUAL AND LONG-TERM INCENTIVE AWARDS

9.1     Annual Incentive Awards. Unless determined otherwise by the Committee at
or after the date of grant, Annual Incentive Awards shall be payable in cash.
If a Participant terminates employment before the end of a Performance Cycle
due to death, Disability or Retirement, such Participant or his or her estate,
shall be eligible to receive a prorated Annual Incentive Award based on (i) in
the case of death or Disability, full achievement of the Participants
Performance Goals for such Performance Cycle and (ii) in the case of
Retirement, the actual achievement of the Performance Goals for such
Performance Cycle, in each case prorated for the portion of the Performance
Cycle coming before the Participants termination of employment. Unless
determined otherwise by the Committee at or, in the case of any Participant who
is not an Executive Officer, after the date of grant, if a Participant
terminates employment before payment of an Annual Incentive Award is authorized
by the Committee for any reason other than death, Disability or Retirement, the
Participant shall forfeit all rights to such Annual Incentive Award.

9.2     Long-Term Incentive Awards. Unless determined otherwise by the Committee
at or after the date of grant, Long-Term Incentive Awards shall be payable in
cash. If a Participant terminates employment before the end of a Performance
Cycle due to death, Disability or Retirement, such Participant or his or her
estate, shall be eligible to receive a prorated Long-Term Incentive Award based
(i) in the case of death or Disability, full achievement of the Participants
Performance Goals for such Performance Cycle and (ii) in the case of
Retirement, the actual achievement of the Performance Goals for such
Performance Cycle, in each case prorated for the portion of the Performance
Cycle coming before the Participants termination of employment. Unless
determined otherwise by the Committee at, or, in the case of a Participant who
is not an Executive Officer, after the date of grant, if a Participant
terminates employment before payment of a Long-Term Incentive Award is
authorized by the Committee for any reason other than death, Disability or
Retirement, the Participant shall forfeit all rights to such Long-Term
Incentive Award.

9.3    
Interpretation. Notwithstanding anything contained in the Plan to the
contrary, to the extent required to so qualify any Annual Incentive Award,
Long-Term Incentive Award, Restricted Unit or Restricted Stock intended to be
qualified as other performance based compensation within the meaning of Section
162(m)(4)(c) of the Code, the Committee shall not be entitled to exercise any

11



---



##### 



discretion otherwise authorized under the Plan (such as the right to authorize
payout at a level above that dictated by the achievement of the relevant
Performance Goals) with respect to such Incentive Award if the ability to
exercise discretion (as opposed to the exercise of such discretion) would cause
such award to fail to qualify as other performance based compensation.

SECTION 10.

CHANGE OF CONTROL

10.1          Accelerated
Vesting and Payment. Subject to the provisions of Section 10.2
below, in the event of a Change of Control each Option and Stock Appreciation
Right then outstanding shall be fully exercisable regardless of the exercise
schedule otherwise applicable to such Option and/or Stock Appreciation Right
and the Restricted Period shall lapse as to each share of Restricted Stock and
each Restricted Unit then outstanding. In connection with such a Change of
Control, the Committee may, in its discretion, provide that each Option and/or
Stock Appreciation Right shall, upon the occurrence of such Change of Control,
be canceled in exchange for a cash payment by the Company of the Change of
Control Settlement Value per share; provided that, if, following the Change of
Control and after taking into account any adjustment under Section 5.3 related
to such Change of Control, the securities underlying any Options or Stock
Appreciation Rights are not readily tradable on a public market, such a cash
settlement shall occur automatically without any further action by the
Committee.

10.2          Alternative
Awards. Notwithstanding Section 10.1, no cancellation,
acceleration of exercisability, vesting, cash settlement or other payment shall
occur with respect to any Option, Stock Appreciation Right, Restricted Share or
Restricted Unit if the Committee reasonably determines in good faith prior to
the occurrence of a Change of Control that such award shall be honored or
assumed, or new rights substituted therefor (such honored, assumed or
substituted award hereinafter called an Alternative Award), by a
Participants employer (or the parent or an affiliate of such employer)
immediately following the Change of Control; provided that any such Alternative
Award must:

|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(i)   | be based on stock which is traded on an established securities market;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     
|     
|     
|     
|     
|     
|     
|     
|     
|(ii)  | provide such Participant with rights and entitlements
substantially equivalent to or better than the rights, terms and
conditions applicable under such award, including, but not
limited to, an identical or better exercise or vesting schedule
and identical or better timing and methods of payment;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|     
|     
|     
|     
|     
|     
|     
|     
|     
|(iii) | have substantially equivalent economic value to such award
(determined at the time of the Change in Control in accordance
with principles applicable under Section 424 of the Internal
Revenue Code); and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     
|     
|     
|     
|     
|     
|     
|     
|     
|(iv)  | have terms and conditions which provide that in the event that
the Participants employment or service is involuntarily
terminated for any reason (including, but not limited to a
termination due to death, Disability or for Cause) or
Constructively Terminated (as defined below), all of such
Participants Option and/or SARs shall be deemed immediately and
fully exercisable, the Restricted Period shall lapse as to each
of the Participants outstanding Restricted Stock or Restricted
Unit awards, and each such Alternative Award shall be settled for
a payment per each share of stock subject to the Alternative
Award in cash, in immediately transferable, publicly traded
securities or in a combination thereof, in an amount equal to, in
the case of an Option or SAR, the excess of the Fair Market Value
of such stock on the date of the Participants termination over
the corresponding exercise or base price per share and, in the
case of any Restricted Stock or Restricted Stock Unit award, the
Fair Market Value of the number of shares of Common Stock subject
or related thereto.

12



---



##### 



For this purpose, a Participants employment or service shall be deemed to have
been Constructively Terminated if, without the
Participants written consent, the Participant terminates employment or service
within 120 days following either (x) a material reduction in the Participants
base salary or a Participants incentive compensation opportunity, or (y) the
relocation of the Participants principal place of employment or service to a
location more than 30 miles away from the Participants prior principal place
of employment or service.

10.3          
Annual Incentive and Long-Term Incentive Awards. In the event of a Change
of Control, (i) any Annual or Long-Term Incentive Awards relating to
Performance Cycles ending prior to the Change of Control which have been earned
but not paid shall become immediately payable in cash, (ii) any Performance
Cycle for which Annual Incentive Awards are outstanding shall end, all
Participants shall be deemed to have achieved a pro rata award equal to the
product of (a) such Participants target award opportunity for the Performance
Cycle in question and (b) a fraction, the numerator of which is the number of
full plus partial months that have elapsed since the beginning of such
Performance Cycle to the date on which the Change of Control occurs and the
denominator of which is twelve, the Company shall pay all such Annual Incentive
Awards within ten days of such Change of Control, and Participants may elect to
receive all payments in cash, and (iii) all then in progress Performance Cycles
for Long-Term Incentive Awards are outstanding shall end, all Participants
shall be deemed to have earned a pro rata award equal to the product of (a)
such Participants target award opportunity for the Performance Cycle in
question and (b) a fraction, the numerator of which is the number of full plus
partial months that have elapsed since the beginning of such Performance Cycle
to the date on which the Change of Control occurs, the denominator of which is
the total number of months in such Performance Cycle, the Company shall pay all
such Long-Term Incentive Awards within ten days of such Change of Control, and
Participants may elect to receive all such payments in cash.

10.4          Termination
of Employment Prior to Change of Control. In the event that
any Change of Control occurs as a result of any transaction described in
subclause (iii) or (iv) of the definition of such term, any Participant whose
employment is terminated due to death or Disability or by the Company for any
reason other than Cause on or after the date, if any, on which the shareholders
of the Company approve such transaction, but prior to the consummation thereof,
shall be treated, solely for purposes of this Plan (including, without
limitation, this Section 10), as continuing in the Companys employment until
the occurrence of such Change of Control, and to have been terminated
immediately thereafter.

10.5          No Amendment. Notwithstanding Section 11, the provisions of this Section
10 may not be amended in any respect for two years following a Change of
Control.

SECTION 11.

AMENDMENT, MODIFICATION, AND TERMINATION OF PLAN

Subject to Section 10.5, the Board may at any time terminate or suspend the
Plan, and from time to time may amend or modify the Plan. Notwithstanding the
foregoing, no action of the Board may, without the consent of a Participant,
alter or impair his or her rights under any previously granted Incentive Award.

SECTION 12.

MISCELLANEOUS PROVISIONS

12.1          Transferability of Awards. No Incentive Award granted under the Plan may
be sold, transferred, pledged or assigned, or otherwise alienated or
hypothecated, other than in accordance with Section 12.2 below, by will or by
laws of descent and distribution; provided that, the Committee may, in the
appropriate award grant or otherwise, permit transfers of Non-Statutory Stock
Options, Stock Appreciation Rights, Restricted Units or Restricted Shares to
Family Members (including, without limitation, transfers affected by a domestic
relations order) subject to such terms and conditions as the Committee shall
determine.

12.2          Beneficiary Designation. Each Participant under the Plan may from time to
time name any beneficiary or beneficiaries (who may be named contingently or
successively) to whom any benefit under the Plan is to be paid or by whom any
right under the Plan is to be exercised in case of his death. Each designation
will revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing with the Committee during his lifetime. In the absence
of any such designation, benefits remaining unpaid or Incentive Awards
outstanding at the Participants death shall be paid to or exercised by the
Participants surviving spouse, if any, or otherwise to or by his estate.

12.3          No Guarantee of Employment. Nothing in the Plan shall interfere with or
limit in any way the right of the Company or any Subsidiary to terminate any
Participants employment at any time, nor confer upon any Participant any right
to continue in the employ

13



---



##### 



of the Company or any Subsidiary or affiliate.

12.4      Tax
Withholding. The Company shall have the power to withhold, or
require a Participant to remit to the Company promptly upon notification of the
amount due, an amount, which may include shares of Common Stock, sufficient to
satisfy Federal, state and
local, including foreign, withholding tax requirements with respect to any
Incentive Award (including payments made pursuant to Section 9), and the
Company may defer payment of cash or issuance or delivery of Common Stock until
such requirements are satisfied. The Committee may, in its discretion, permit a
Participant to elect, subject to such conditions as the Committee shall impose
(i) to have Common Stock otherwise issuable or deliverable under the Plan
withheld by the Company or (ii) to deliver to the Company previously acquired
shares of Common Stock, in each case, having a Fair Market Value sufficient to
satisfy not more than the Participants statutory minimum Federal, state and
local tax obligations associated with the transaction.

12.5
     Indemnification. Each person who is or shall have been a member of the
Committee or of the Board shall be indemnified and held harmless by the Company
against and from any loss, cost, liability, or expense that may be imposed upon
or reasonably incurred by him in connection with or resulting from any claim,
action, suit, or proceeding to which he may be made a party or in which he may
be involved by reason of any action taken or failure to act under the Plan,
provided he shall give the Company an opportunity, at its own expense, to
handle and defend the same before he undertakes to handle and defend it on his
own behalf. The foregoing right of indemnification shall not be exclusive and
shall be independent of any other rights of indemnification to which such
persons may be entitled under the Companys Articles of Incorporation or
By-laws, by contract, as a matter of law, or otherwise.

12.6      No Limitation
on Compensation. Nothing in the Plan shall be construed to
limit the right of the Company to establish other plans or to pay compensation
to its employees in cash or property, in a manner which is not expressly
authorized under the Plan.

12.7      Requirements
of Law. The granting of Incentive Awards and the issuance of
shares of Common Stock shall be subject to all applicable laws, rules, and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.

12.8      Governing
Law. The Plan, and all Incentive Awards made and actions taken
thereunder, shall be construed in accordance with and governed by the laws of
the State of Delaware.

12.9      Impact On
Benefits. With the exception of Annual Incentive Awards, which
shall be compensation for purposes of calculating a Participants rights under
the Companys employee benefit programs, Incentive Awards granted under the
Plan are not compensation for purposes of calculating an Employees rights
under any employee benefit program.

12.10      Securities
Law Compliance. Instruments evidencing Incentive Awards may
contain such other provisions, not inconsistent with the Plan, as the Committee
deems advisable, including a requirement that the Participant represent to the
Company in writing, when an Incentive Award is granted or when he receives
shares with respect to such Incentive Award (or at such other time as the
Committee deems appropriate) that he is accepting such Incentive Award, or
receiving or acquiring such shares (unless they are then covered by a
Securities Act of 1933 registration statement), for his own account for
investment only and with no present intention to transfer, sell or otherwise
dispose of such shares except such disposition by a legal representative as
shall be required by will or the laws of any jurisdiction in winding up the
estate of the Participant. Such shares shall be transferable, or may be sold or
otherwise disposed of only if the proposed transfer, sale or other disposition
shall be permissible pursuant to the Plan and if, in the opinion of counsel
satisfactory to the Company, such transfer, sale or other disposition at such
time will be in compliance with applicable securities laws.

12.11      Term of
Plan. If approved by shareholders, the Plan shall be effective
January 1, 2002. The Plan shall expire on the fifth anniversary of the date on
which it is approved by the shareholders (except as to Incentive Awards
outstanding on that date), unless sooner terminated pursuant to Section 11.

14