Exhibit 10.5                      
**MERCK & CO., INC.**
**1996 INCENTIVE STOCK PLAN**
*(Amended and Restated as of February 22, 2005)*  
 

 

**1996 INCENTIVE STOCK PLAN**
     The 1996 Incentive Stock Plan (“ISP”), effective January 1, 1996, is established to encourageemployees of Merck & Co., Inc. (the “Company”), its subsidiaries, its affiliates, its jointventures and the Merck Institute for Therapeutic Research to acquire Common Stock in the Company.It is believed that the ISP will stimulate employees’ efforts on the Company’s behalf, will tend tomaintain and strengthen their desire to remain with the Company, will be in the interest of theCompany and its Stockholders, and will encourage such employees to have a greater personalfinancial investment in the Company through ownership of its Common Stock.
**1.**  **Administration**
     The ISP shall be administered by the Compensation and Benefits Committee of the Board ofDirectors of the Company (the “Committee”). The Committee is authorized, subject to the provisionsof the ISP, to establish such rules and regulations as it deems necessary for the properadministration of the ISP, and to make such determinations and to take such action in connectiontherewith or in relation to the ISP as it deems necessary or advisable, consistent with the ISP.The Committee may delegate some or all of its power and authority hereunder to the Chief ExecutiveOfficer or other senior member of management as the Committee deems appropriate; provided, however,that the Committee may not delegate its authority with regard to any matter or action affecting anofficer subject to Section 16 of the Securities Exchange Act of 1934.
     For the purpose of this section and all subsequent sections, the ISP shall be deemed toinclude this plan and any comparable sub-plans established by subsidiaries which, in the aggregate,shall constitute one plan governed by the terms set forth herein.
**2.**  **Eligibility**
     Regular full-time and part-time employees of the Company, its subsidiaries, its affiliates,its joint ventures and the Merck Institute for Therapeutic Research, including officers, whether ornot directors of the Company, and employees of a joint venture partner or affiliate of the Companywho provide services to the joint venture with such partner or affiliate and who are not directorsor officers of the Company for purposes of Section 16 of the Securities Exchange Act of 1934, shallbe eligible to participate in the ISP (“Eligible Employees”) if designated by the Committee or itsdelegate. Those directors who are not regular employees are not eligible.
**3.**  **Incentives**
     Incentives under the ISP may be granted in any one or a combination of (a) Incentive StockOptions (or other statutory stock option); (b) Nonqualified Stock Options; (c) Stock AppreciationRights; (d) Restricted Stock Grants, and (e) Performance Shares (together “Incentives”). AllIncentives shall be subject to the terms and conditions set forth herein and to such other termsand conditions as may be established by the Committee. Determinations by the Committee under theISP including without limitation, determinations of the Eligible Employees, the form, amount andtiming of Incentives, the terms and provisions of Incentives, and the agreements evidencingIncentives, need not be uniform and may be made selectively among Eligible Employees who receive,or are eligible to receive, Incentives hereunder, whether or not such Eligible Employees aresimilarly situated.
**4.**  **Shares Available for Incentives**
     (a) **Shares Subject to Issuance or Transfer.**Subject to adjustment as provided in Section4(c) hereof, there is hereby reserved for issuance under the ISP 130 million shares of the
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Company’s Common Stock (“Common Stock”). The shares available for granting awards shall beincreased by the number of shares as to which options or other benefits granted under the Plan havelapsed, expired, terminated or been cancelled. In addition, any shares reserved for issuance underthe Company’s 1991 Incentive Stock Plan and 1987 Incentive Stock Plan (“Prior Plans”) in excess ofthe number of shares as to which options or other benefits have been awarded thereunder, plus anysuch shares as to which options or other benefits granted under the Prior Plans may lapse, expire,terminate or be cancelled, shall also be reserved and available for issuance or reissuance underthe ISP. Shares under this Plan may be delivered by the Company from its authorized but unissuedshares of Common Stock or from Common Stock held in the Treasury.
     (b) **Limit on an Individual’s Incentives.**In any given year, no Eligible Employee may receiveIncentives covering more than three million shares of the Company’s Common Stock (such number ofshares may be adjusted in accordance with Section 4(c)).
     (c) **Recapitalization Adjustment.**In the event of a reorganization, recapitalization, stocksplit, stock dividend, combination of shares, merger, consolidation, rights offering, or any otherchange in the corporate structure or shares of the Company, the Committee shall make suchadjustment, if any, as it may deem appropriate in the number and kind of shares authorized by theISP, in the number and kind of shares covered by Incentives granted, in the case of Stock Options,in the option price, and in the case of stock appreciation rights, in the fair market value.
**5.**  **Stock Options**
     The Committee may grant options qualifying as Incentive Stock Options under the InternalRevenue Code of 1986, as amended, or any successor code thereto (the “Code”), other statutoryoptions under the Code, and Nonqualified Options (collectively “Stock Options”). Such StockOptions shall be subject to the following terms and conditions and such other terms and conditionsas the Committee may prescribe:
     (a) **Option Price.**The option price per share with respect to each Stock Option shall bedetermined by the Committee, but shall not be less than 100% of the fair market value of the CommonStock on the date the Stock Option is granted, as determined by the Committee.
     (b) **Period of Option.**The period of each Stock Option shall be fixed by the Committee butshall not exceed ten (10) years.
     (c) **Payment.**The option price shall be payable in cash at the time the Stock Option isexercised. No shares shall be issued until full payment therefore has been made. A grantee of aStock Option shall have none of the rights of a stockholder until the shares are issued.
     (d) **Exercise of Option.**The shares covered by a Stock Option may be purchased in suchinstallments and on such exercise dates as the Committee or its delegate may determine. Any sharesnot purchased on the applicable exercise date may be purchased thereafter at any time prior to thefinal expiration of the Stock Option. In no event (including those specified in paragraphs (e),(f) and (g) of this section) shall any Stock Option be exercisable after its specified expirationperiod.
     (e) **Termination of Employment.**Upon the termination of a Stock Option grantee’s employment(for any reason other than retirement, death or termination for deliberate, willful or grossmisconduct), Stock Option privileges shall be limited to the shares which were immediatelyexercisable at the date of such termination. The Committee, however, in its discretion, mayprovide that any Stock Options outstanding but not yet exercisable upon the termination of a StockOption grantee’s employment may become exercisable in accordance with a schedule to be determinedby the Committee. Such Stock Option privileges shall expire unless exercised or
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surrendered undera Stock Appreciation Right within such period of time after the date of termination of employmentas may be established by the Committee, but in no event later than the expiration date of the StockOption. If a Stock Option grantee’s employment is terminated for deliberate, willful or grossmisconduct, as determined by the Company, all rights under the Stock Option shall expire uponreceipt of the notice of such termination.
     (f) **Retirement.**Upon retirement of a Stock Option grantee, Stock Option privileges shallapply to those shares immediately exercisable at the date of retirement. The Committee, however,in its discretion, may provide that any Stock Options outstanding but not yet exercisable upon theretirement of a Stock Option grantee may become exercisable in accordance with a schedule to bedetermined by the Committee. Stock Option privileges shall expire unless exercised within suchperiod of time as may be established by the Committee, but in no event later than the expirationdate of the Stock Option.
     (g) **Death.**Upon the death of a Stock Option grantee, Stock Option privileges shall apply tothose shares which were immediately exercisable at the time of death. The Committee, however, inits discretion, may provide that any Stock Options outstanding but not yet exercisable upon thedeath of a Stock Option grantee may become exercisable in accordance with a schedule to bedetermined by the Committee. Such privileges shall expire unless exercised by legalrepresentatives within a period of time as determined by the Committee but in no event later thanthe expiration date of the Stock Option.
     (h) **Limits on Incentive Stock Options.**Except as may otherwise be permitted by the Code, theCommittee shall not grant to an Eligible Employee Incentive Stock Options, that, in the aggregate,are first exercisable during any one calendar year to the extent that the aggregate fair marketvalue of the Common Stock, at the time the Incentive Stock Options are granted, exceeds $100,000.
**6.**  **Stock Appreciation Rights**
     The Committee may, in its discretion, grant a right to receive the appreciation in the fairmarket value of shares of Common Stock (“Stock Appreciation Right”) either singly or in combinationwith an underlying Stock Option granted hereunder or under the Prior Plans. Such StockAppreciation Rights shall be subject to the following terms and conditions and such other terms andconditions as the Committee may prescribe:
     (a) **Time and Period of Grant.**If a Stock Appreciation Right is granted with respect to anunderlying Stock Option, it may be granted at the time of the Stock Option Grant or at any timethereafter but prior to the expiration of the Stock Option Grant. If a Stock Appreciation Right isgranted with respect to an underlying Stock Option, at the time the Stock Appreciation Right isgranted the Committee may limit the exercise period for such Stock Appreciation Right, before andafter which period no Stock Appreciation Right shall attach to the underlying Stock Option. In noevent shall the exercise period for a Stock Appreciation Right granted with respect to anunderlying Stock Option exceed the exercise period for such Stock Option. If a Stock AppreciationRight is granted without an underlying Stock Option, the period for exercise of the StockAppreciation Right shall be set by the Committee.
     (b) **Value of Stock Appreciation Right.**If a Stock Appreciation Right is granted with respectto an underlying Stock Option, the grantee will be entitled to surrender the Stock Option which isthen exercisable and receive in exchange therefore an amount equal to the excess of thefair market value of the Common Stock on the date the election to surrender is received by theCompany over the Stock Option price multiplied by the number of shares covered by the Stock Optionwhich are surrendered. If a Stock Appreciation Right is granted without an underlying StockOption, the grantee will receive upon exercise of the Stock Appreciation Right an amount
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equal tothe excess of the fair market value of the Common Stock on the date the election to surrender suchStock Appreciation Right is received by the Company over the fair market value of the Common Stockon the date of grant multiplied by the number of shares covered by the grant of the StockAppreciation Right.
     (c) **Payment of Stock Appreciation Right.**Payment of a Stock Appreciation Right shall be inthe form of shares of Common Stock, cash, or any combination of shares and cash. The form ofpayment upon exercise of such a right shall be determined by the Committee either at the time ofgrant of the Stock Appreciation Right or at the time of exercise of the Stock Appreciation Right.
**7.**  **Performance Share Awards**
     The Committee may grant awards under which payment may be made in shares of Common Stock, cashor any combination of shares and cash if the performance of the Company or any subsidiary, divisionor affiliate of the Company selected by the Committee during the Award Period meets certain goalsestablished by the Committee (“Performance Share Awards”). Such Performance Share Awards shall besubject to the following terms and conditions and such other terms and conditions as the Committeemay prescribe:
     (a) **Award Period and Performance Goals.**The Committee shall determine and include in aPerformance Share Award grant the period of time for which a Performance Share Award is made(“Award Period”). The Committee shall also establish performance objectives (“Performance Goals”)to be met by the Company, subsidiary or division during the Award Period as a condition to paymentof the Performance Share Award. The Performance Goals may include earnings per share, return onstockholders’ equity, return on assets, net income, or any other financial or other measurementestablished by the Committee. The Performance Goals may include minimum and optimum objectives ora single set of objectives.
     (b) **Payment of Performance Share Awards.**The Committee shall establish the method ofcalculating the amount of payment to be made under a Performance Share Award if the PerformanceGoals are met, including the fixing of a maximum payment. The Performance Share Award shall beexpressed in terms of shares of Common Stock and referred to as “Performance Shares.” After thecompletion of an Award Period, the performance of the Company, subsidiary or division shall bemeasured against the Performance Goals, and the Committee shall determine whether all, none or anyportion of a Performance Share Award shall be paid. The Committee, in its discretion, may elect tomake payment in shares of Common Stock, cash or a combination of shares and cash. Any cash paymentshall be based on the fair market value of Performance Shares on, or as soon as practicable priorto, the date of payment.
     (c) **Revision of Performance Goals.**At any time prior to the end of an Award Period, theCommittee may revise the Performance Goals and the computation of payment if unforeseen eventsoccur which have a substantial effect on the performance of the Company, subsidiary or division andwhich in the judgment of the Committee make the application of the Performance Goals unfair unlessa revision is made.
     (d) **Requirement of Employment.**A grantee of a Performance Share Award must remain in theemploy of the Company until the completion of the Award Period in order to beentitled to payment under the Performance Share Award; provided that the Committee may, in its solediscretion, provide for a partial payment where such an exception is deemed equitable.
     (e) **Dividends.**The Committee may, in its discretion, at the time of the granting of aPerformance Share Award, provide that any dividends declared on the Common Stock during the AwardPeriod, and which would have been paid with respect to Performance Shares had they
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been owned by agrantee, be (i) paid to the grantee, or (ii) accumulated for the benefit of the grantee and used toincrease the number of Performance Shares of the grantee.
     (f) **Limit on Performance Share Awards.**Incentives granted as Performance Share Awards underthis section and Restricted Stock Grants under Section 8 shall not exceed, in the aggregate, 12million shares of Common Stock (such number of shares may be adjusted in accordance with Section4(c)).
**8.**  **Restricted Stock Grants**
     The Committee may award shares of Common Stock to a grantee, which shares shall be subject tothe following terms and conditions and such other terms and conditions as the Committee mayprescribe (“Restricted Stock Grant”):
     (a) **Requirement of Employment.**A grantee of a Restricted Stock Grant must remain in theemployment of the Company during a period designated by the Committee (“Restriction Period”) inorder to retain the shares under the Restricted Stock Grant. If the grantee leaves the employmentof the Company prior to the end of the Restriction Period, the Restricted Stock Grant shallterminate and the shares of Common Stock shall be returned immediately to the Company; providedthat the Committee may, at the time of the grant, provide for the employment restriction to lapsewith respect to a portion or portions of the Restricted Stock Grant at different times during theRestriction Period. The Committee may, in its discretion, also provide for such complete orpartial exceptions to the employment restriction as it deems equitable.
     (b) **Restrictions on Transfer and Legend on Stock Certificates.**During the RestrictionPeriod, the grantee may not sell, assign, transfer, pledge, or otherwise dispose of the shares ofCommon Stock except to a successor under Section 10 hereof. Each certificate for shares of CommonStock issued hereunder shall contain a legend giving appropriate notice of the restrictions in thegrant.
     (c) **Escrow Agreement.**The Committee may require the grantee to enter into an escrowagreement providing that the certificates representing the Restricted Stock Grant will remain inthe physical custody of an escrow holder until all restrictions are removed or expire.
     (d) **Lapse of Restrictions.**All restrictions imposed under the Restricted Stock Grant shalllapse upon the expiration of the Restriction Period if the conditions as to employment set forthabove have been met. The grantee shall then be entitled to have the legend removed from thecertificates.
     (e) **Dividends.**The Committee shall, in its discretion, at the time of the Restricted StockGrant, provide that any dividends declared on the Common Stock during the Restriction Period shalleither be (i) paid to the grantee, or (ii) accumulated for the benefit of the grantee and paid tothe grantee only after the expiration of the Restriction Period.
     (f) **Limit on Restricted Stock Grant.**Incentives granted as Restricted Stock Grants underthis section and Performance Share Awards under Section 7 shall not exceed, in the aggregate, 12million shares of Common Stock (such number of shares may be adjusted in accordance with Section4(c)).
**9.**  **Discontinuance or Amendment of the Plan**
     The Board of Directors may discontinue the ISP at any time and may from time to time amend orrevise the terms of the ISP as permitted by applicable statutes, except that it may not revoke oralter, in a manner unfavorable to the grantees of any Incentives hereunder, any Incentives thenoutstanding, nor may the Board amend the ISP without stockholder approval
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where the absence of suchapproval would cause the Plan to fail to comply with Rule 16b-3 under the Securities Exchange Actof 1934, or any other requirement of applicable law or regulation. No Incentive shall be grantedunder the ISP after December 31, 2000, but Incentives granted theretofore may extend beyond thatdate.
**10.**  **Nontransferability**
     Each Incentive Stock Option granted under the ISP shall not be transferable other than by willor the laws of descent and distribution; each other Incentive granted under the ISP may betransferable subject to the terms and conditions as may be established by the Committee inaccordance with regulations promulgated under the Securities Exchange Act of 1934, or any otherapplicable law or regulation.
**11.**  **No Right of Employment**
     The ISP and the Incentives granted hereunder shall not confer upon any Eligible Employee theright to continued employment with the Company, its subsidiaries, its affiliates, its jointventures or the Merck Institute for Therapeutic Research or affect in any way the right of suchentities to terminate the employment of an Eligible Employee at any time and for any reason.
**12.**  **Taxes**
     The Company shall be entitled to withhold the amount of any tax attributable to any optiongranted, any amount payable or shares deliverable under the ISP after giving the person entitled toreceive such amount or shares notice as far in advance as practicable.
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**Merck Change in Control**
**(a) Options.**
     1. Vesting of Options Other Than Key R&D Options. Upon the occurrence of a Change inControl, each Stock Option which is outstanding immediately prior to the Change in Control, otherthan the Key R&D Options, shall immediately become fully vested and exercisable.
     2. Vesting of Key R&D Options.
     (i) Subject to (a)(2)(ii) of this Schedule, upon the occurrence of a Change in Control, eachKey R&D Option shall continue to be subject to the performance-based vesting schedule applicablethereto immediately prior to the Change in Control.
     (ii) Notwithstanding (a)(2)(i) of this Schedule, if the Stock Options do not continue to beoutstanding following the Change in Control or are not exchanged for or converted into options topurchase securities of a successor entity (“Successor Options”), then, upon the occurrence of aChange in Control, all or a portion of each Key R&D Option shall immediately vest and becomeexercisable in the following percentages: (A) if such Key R&D Option’s first milestone has not beenreached before the date of the Change in Control, 14% of the then-unvested portion of the Key R&DOption shall vest and become exercisable and the remainder shall be forfeited; (B) if only such KeyR&D Option’s first milestone has been reached before the date of the Change in Control, 42% of thethen-unvested portion of the Key R&D Option shall vest and become exercisable and the remaindershall be forfeited; and (C) if such Key R&D Option’s first and second milestones have been reachedbefore the date of the Change in Control, 100% of the then-unvested portion of the Key R&D Optionshall vest and become exercisable.
     3. Post-Termination Exercise Period. If Stock Options continue to be outstanding followingthe Change in Control or are exchanged for or converted into Successor Options, then the portion ofsuch Stock Options or such Successor Options, as applicable, that is vested and exercisableimmediately following the termination of employment of the holder thereof after the Change inControl shall remain exercisable following such termination for five years from the date of suchtermination (but not beyond the remainder of the term thereof) provided, however, that, if suchtermination is by reason of gross misconduct, death or retirement (as these terms are applied toawards granted under the Plans), then those provisions of the Plan that are applicable to atermination by reason of gross misconduct, death or retirement, if any, shall apply to suchtermination. If the effect of vesting pursuant to this Section (a) would cause a Stock Option orSuccessor Stock Option to terminate earlier than if such accelerated vesting had not occurred, thenthe term of such Stock Option shall not expire earlier than if such accelerated vesting had notoccurred.
     4. Cashout of Stock Options. If the Stock Options do not continue to be outstandingfollowing the Change in Control and are not exchanged for or converted into Successor Options, eachholder of a vested and exercisable option shall be entitled to receive, as soon as practicablefollowing the Change in Control, for each share of Common Stock subject to a vested and exercisableoption, an amount of cash determined by the Committee prior to the Change in Control but in noevent less than the excess of the Change in Control Price over the exercise price thereof (subjectto any existing deferral elections then in effect). If the consideration to be paid in a Change inControl is not entirely shares of common stock of an acquiring or resulting corporation, then theCommittee may, prior to the Change in Control, provide for the cancellation of outstanding StockOptions at the time of the Change in Control, in whole or in part, for cash pursuant to thisprovision or may provide for the exchange or conversion of outstanding Stock Options at the time ofthe Change in Control, in whole or in part, and, in connection with any
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such provision, may (but shall not be obligated to) permit holders of Stock Options to make suchelections related thereto as it determines are appropriate.
     5. Incentive Stock Options Not Amended. This Section does not apply to any incentive stockoption within the meaning of Section 422 of the Internal Revenue Code.
**(b) Restricted Stock Units and Performance Share Units.**
     1. Vesting of Restricted Stock Units. Upon the occurrence of a Change in Control, eachunvested restricted stock unit award which is outstanding immediately prior to the Change inControl under the Plan shall immediately become fully vested.
     2. Vesting of Performance Share Units. Upon the occurrence of a Change in Control, eachunvested performance share unit award which is outstanding immediately prior to the Change inControl under the Plan shall immediately become vested in an amount equal to the PSU Pro RataAmount.
     3. Settlement of Restricted Stock Units and Performance Share Units.
     (i) If the Common Stock continues to be widely held and freely tradable following the Changein Control or is exchanged for or converted into securities of a successor entity that are widelyheld and freely tradable, then the restricted stock units and the vested performance share unitsshall be paid in shares of Common Stock or such other securities as soon as practicable after thedate of the Change in Control (subject to any existing deferral elections then in effect).
     (ii) If the Common Stock does not continue to be widely held and freely tradable following theChange in Control and is not exchanged for or converted into securities of a successor entity thatare widely held and freely tradable, then the restricted stock units and the vested performanceshare units shall be paid in cash as soon as practicable after the date of the Change in Control(subject to any existing deferral elections then in effect).
**(c) Other Provisions.**
     1. Except to the extent required by applicable law, for the entirety of the ProtectionPeriod, the material terms of the Plan shall not be modified in any manner that is materiallyadverse to the Qualifying Participants (it being understood that this Section (c) of this Scheduleshall not require that any specific type or levels of equity awards be granted to QualifyingParticipants following the Change in Control).
     2. During the Protection Period, the Plan may not be amended or modified to reduce oreliminate the protections set forth in Section (c)(1) of this Schedule and may not be terminated.
     3. The Company shall pay all legal fees and related expenses (including the costs of experts,evidence and counsel) reasonably and in good faith incurred by a Qualifying Participant if theQualifying Participant prevails on his or her claim for relief in an action (x) by the QualifyingParticipant claiming that the provisions of Section (c)(1) or (c)(2) of this Schedule have beenviolated (but, for avoidance of doubt, excluding claims for Plan benefits in the ordinary course)and (y) if applicable, by the Company or the Qualifying Participant’s employer to enforcepost-termination covenants against the Qualifying Participant.
     4. This section does not apply to any incentive stock option within the meaning of Section422 of the Internal Revenue Code.
     5. Anything in the Plan as amended by this Schedule notwithstanding, the Company reserves theright to make such further changes as may be required if and to the extent required to avoidadverse consequences under the American Jobs Creation Act of 2004, as amended.
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**(d) Definitions.**
     For purposes of this Schedule, the following terms shall have the following meanings:
     1. “Change in Control” shall have the meaning set forth in the Company’s Change in ControlSeparation Benefits Plan; provided, however, that, as to any award under the Plan that consists ofdeferred compensation subject to Section 409A of the Code, the definition of “Change in Control”shall be deemed modified to the extent necessary to comply with Section 409A of the Code.
     2. “Change in Control Price” shall mean, with respect to a share of Common Stock, the higherof (A) the highest reported sales price, regular way, of such share in any transaction reported onthe New York Stock Exchange Composite Tape or other national exchange on which such shares arelisted or on the Nasdaq National Market during the 10-day period prior to and including the date ofa Change in Control and (B) if the Change in Control is the result of a tender or exchange offer,merger, or other, similar corporate transaction, the highest price per such share paid in suchtender or exchange offer, merger or other, similar corporate transaction; provided that, to theextent all or part of the consideration paid in any such transaction consists of securities orother non-cash consideration, the value of such securities or other non-cash consideration shall bedetermined by the Committee.
     3. “Key R&D Options” shall mean those performance-based options granted to employees under theKey Research and Development Program described in the applicable Schedule to the Rules andRegulations for the Plan, if any.
     4. “Protection Period” shall mean the period beginning on the date of the Change in Controland ending on the second anniversary of the date of the Change in Control.
     5. “PSU Pro Rata Amount” shall mean for each Performance Share Unit award, the amountdetermined by multiplying (x) and (y), where (x) is the number of Target Shares subject to thePerformance Share Unit award times the Assumed Performance Percentage and (y) is a fraction, thenumerator of which is the number of whole and partial calendar months elapsed during the applicableperformance period (counting any partial month as a whole month for this purpose) and thedenominator of which is the total number of months in the applicable performance period. TheAssumed Performance Percentage shall be determined by (1) averaging the ranks during the AwardPeriod as follows: (A) as to any completed performance year as of the Change in Control, the actualrank (except that, if fewer than 90 days have elapsed since the completion of such performanceyear, the Target Rank shall be used), and (B) as to any performance year that is incomplete or hasnot yet begun as of the Change in Control, the Target Rank, (2) rounding the average rankcalculated pursuant to the foregoing clause (1) to the nearest whole number using ordinarynumerical rounding, and (3) using the Final Award Percentage associated with the number determinedin the foregoing clause (2). The Target Rank is the rank associated with 100% on the chart of FinalAward Percentages.
     6. “Qualifying Participants” shall mean those individuals who participate in the Plan(whether as current or former employees) as of immediately prior to the Change in Control.
**(e) Application.**
     This Schedule shall apply to Stock Options, restricted stock unit awards and performance shareunit awards under the Plans granted prior to November 24, 2004.
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