EX-10.2



 







Exhibit 10.2




UST Inc.



2005 Long-Term Incentive Plan



 


		
	1. 	
    Purposes.



      
The purposes of this Plan are to further the long-term growth in
earnings of UST Inc. (the “Company”) and its
subsidiaries by providing incentives to those persons with
significant responsibility for such growth, to associate the
interests of such persons with those of the Company’s
stockholders, to assist the Company in recruiting, retaining and
motivating a diverse group of employees and outside directors on
a competitive basis, and to ensure a pay for performance linkage
for such employees and outside directors. If approved by the
Company’s stockholders, this Plan shall replace the UST
Inc. Amended and Restated Stock Incentive Plan, the Nonemployee
Director Stock Option Plan and the Nonemployee Director
Restricted Stock Award Plan, and no further awards shall be made
under any of the foregoing plans as of the Effective Date of
this Plan (defined below).


 


		
	2. 	
    Definitions.



      
For purposes of the Plan:



			
	 	(a)	
    “Award” means a grant of Options, Stock Appreciation
    Rights (SAR), Restricted Stock, Restricted Stock Units,
    Performance Awards, Other Stock Based Awards or any or all of
    them.
	 
	 	(b)	
    “Board” means the Board of Directors of UST Inc.
	 
	 	(c)	
    “Cause” shall mean (i) prior to the expiration of
    an Employee and Secrecy Agreement or any agreement containing
    noncompetition provisions between a Participant and the Company,
    the violation of either such agreement; (ii) the willful
    and continued failure by a Participant to substantially perform
    his job duties (other than any such failure resulting from the
    Participant’s incapacity due to physical or mental
    illness), after demand for substantial performance is delivered
    by the Company that specifically identifies the manner in which
    the Company believes the Participant has not substantially
    performed his duties; or (iii) the willful engaging by a
    Participant in misconduct that is materially injurious to the
    Company, monetarily or otherwise.
	 
	 	(d)	
    “Change in Control” shall have the meaning set forth
    in Section 11(f).
	 
	 	(e)	
    “Code” means the Internal Revenue Code of 1986, as
    amended.
	 
	 	(f)	
    “Committee” means the Compensation Committee of the
    Board of Directors of UST Inc. The Compensation Committee shall
    be appointed by the Board and shall consist of two or more
    outside, disinterested members of the Board. The Compensation
    Committee, in the judgment of the Board, shall be qualified to
    administer the Plan as contemplated by (i) Rule 16b-3
    of the Securities and Exchange Act of 1934 (or any successor
    rule), (ii) Section 162(m) of the Code, as amended,
    and the regulations thereunder (or any successor Section and
    regulations), and (iii) any rules and regulations of a
    stock exchange on which Common Stock is traded. Any member of
    the Compensation Committee who does not satisfy the
    qualifications set out in the preceding sentence may recuse
    himself or herself from any vote or other action taken by the
    Committee. The Board may, at any time and in its complete
    discretion, remove any member of the Compensation Committee and
    may fill any vacancy in the Compensation Committee.
	 
	 	(g)	
    “Common Stock” means the common stock of the UST Inc.,
    par value $.50 per share.
	 
	 	(h)	
    “Company” means UST Inc., its subsidiaries and
    affiliated businesses.
	 
	 	(i)	
    “Covered Employee” means an Eligible Participant who,
    as of the date that the value of an Award is recognizable as
    taxable income, is one of the group of “covered
    employees” within the meaning of Section 162(m) of the
    Code, generally, the Named Executive Officers.




 








 




			
	 	(j)	
    “Dividend Equivalent” means a right granted to a
    Participant to receive cash or Common Stock equal in value to
    dividends paid with respect to a specified number of shares of
    Common Stock underlying an Award. Dividend Equivalents may also
    be granted on a free-standing basis under the Committee’s
    authority to make Other Stock-Based Awards. Dividend Equivalents
    may be paid currently or on a deferred basis, in the discretion
    of the Committee.
	 
	 	(k)	
    “Eligible Participants” means any individual who is
    designated by the Committee as eligible to receive Awards,
    subject to the conditions set forth in this Plan as follows: any
    officer or employee of the Company and any consultant or advisor
    (provided such consultant or advisor is a natural person)
    providing services to the Company. The term employee does not
    include any individual who is not, as of the grant date of an
    Award, classified by the Company as an employee on its corporate
    books and records even if that individual is later reclassified
    (by the Company, any court or any governmental or regulatory
    agency) as an employee as of the grant date. Non-Employee
    Directors are not Eligible Participants.
	 
	 	(l)	
    “Fair Market Value” on any date means the average of
    the high and low sales prices per share of Common Stock as
    reported on the New York Stock Exchange Composite Transactions
    Listing for such date, or the immediately preceding trading day
    if such date was not a trading day, and, in the case of an ISO,
    means fair market value as determined by the Committee in
    accordance with Section 422 of the Code.
	 
	 	(m)	
    “ISO” or “Incentive Stock Option” means an
    Option satisfying the requirements of Section 422 of the
    Code and designated by the Committee as an ISO.
	 
	 	(n)	
    “Named Executive Officer” means UST Inc.’s Chief
    Executive Officer and the next four highest paid executive
    officers, as reported in UST Inc.’s proxy statement
    pursuant to Regulation S-K, Item 402(a)(3) for a given
    year.
	 
	 	(o)	
    “Non-Employee Director” means a member of the Board
    who is not an employee of the Company.
	 
	 	(p)	
    “NQSO” or “Non-Qualified Stock Option” means
    an Option that does not satisfy the requirements of
    Section 422 of the Code and that is not designated as an
    ISO by the Committee.
	 
	 	(q)	
    “Option” means the right to purchase shares of Common
    Stock at a specified price for a specified period of time.
	 
	 	(r)	
    “Option Exercise Price” means the purchase price per
    share of Common Stock covered by an Option granted pursuant to
    this Plan.
	 
	 	(s)	
    “Other Stock — Based Awards” means any form
    of award valued in whole or in part by reference to, or
    otherwise based on, Common Stock, including an outright award of
    Common Stock.
	 
	 	(t)	
    “Participant” means an individual who has received an
    Award under this Plan, including any Non-Employee Director who
    has received an Award under Section 8.
	 
	 	(u)	
    “Performance Awards” means an Award of Performance
    Shares or Performance Units based on the achievement of
    Performance Goals during a Performance Period.
	 
	 	(v)	
    “Performance Based Exception” means the
    performance-based exception set forth in Code
    Section 162(m)(4)(c) from the deductibility limitations of
    Code Section 162(m).
	 
	 	(w)	
    “Performance Goals” means the goals established by the
    Committee under Section 7(d).
	 
	 	(x)	
    “Performance Period” means the period established by
    the Committee during which the achievement of Performance Goals
    is assessed in order to determine whether and to what extent a
    Performance Award has been earned.
	 
	 	(y)	
    “Performance Shares” means shares of Common Stock
    awarded to a Participant based on the achievement of Performance
    Goals during a Performance Period.




 



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	 	(z)	
    “Performance Units” means an Award denominated in
    shares of Common Stock, cash or a combination thereof, as
    determined by the Committee, awarded to a Participant based on
    the achievement of Performance Goals during a Performance Period.
	 
	 	(aa)	
    “Plan” means the UST Inc. 2005 Long-Term Incentive
    Plan, as amended and restated from time to time.
	 
	 	(bb)	
    “Prior Plans” means the UST Inc. Amended and Restated
    Stock Incentive Plan, the Nonemployee Director Stock Option Plan
    and the Nonemployee Director Restricted Stock Award Plan.
	 
	 	(cc)	
    “Restriction Period” means, with respect to Restricted
    Stock or Restricted Stock Units, the period during which any
    restrictions set by the Committee remain in place. Restrictions
    remain in place until such time as they have lapsed under the
    terms and conditions of the Restricted Stock or Restricted Stock
    Units or as otherwise determined by the Committee.
	 
	 	(dd)	
    “Restricted Stock” means shares of Common Stock, which
    may not be traded or sold until the date that the restrictions
    on transferability imposed by the Committee with respect to such
    shares have lapsed.
	 
	 	(ee)	
    “Restricted Stock Units” means the right, as described
    in Section 7(c), to receive an amount, payable in either
    cash or shares of Common Stock, equal to the value of a
    specified number of shares of Common Stock.
	 
	 	(ff)	
    “Retirement” with respect to a Non-Employee Director
    shall mean termination from the Board after such Non-Employee
    Director shall have attained at least age 65 after having
    completed at least thirty-six months of service or after such
    Non-Employee Director shall have satisfied the criteria for
    Retirement established by the Board from time to time.
    “Retirement” with respect to an employee shall mean
    termination from employment having satisfied the definition of
    retirement under any of the qualified or nonqualified pension
    plans or arrangements sponsored by the Company.
	 
	 	(gg)	
    “Stock Appreciation Rights” or “SAR” means
    the right to receive the difference between the Fair Market
    Value of a share of Common Stock on the grant date (the
    “Strike Price”) and the Fair Market Value of a share
    of Common Stock on the date the Stock Appreciation Right is
    exercised.
	 
	 	(hh)	
    “Total Disability” shall have the meaning set forth in
    the long-term disability program of UST Inc.




 


		
	3. 	
    Administration of the Plan.




			
	 	(a)  	
    Authority of Committee. The Plan shall be
    administered by the Committee, which shall have all the powers
    vested in it by the terms of the Plan, such powers to include
    the authority (consistent with the terms of the Plan):



			
	 	• 	
    to select the persons to be granted Awards under the Plan,
	 	• 	
    to determine the type, size and terms of Awards to be made to
    each person selected,
	 	• 	
    to determine the time when Awards are to be made and any
    conditions which must be satisfied before an Award is made,
	 	• 	
    to establish objectives and conditions for earning Awards,
	 	• 	
    to determine whether an Award shall be evidenced by an agreement
    and, if so, to determine the terms of such agreement (which
    shall not be inconsistent with the Plan) and who must sign such
    agreement,
	 	• 	
    to determine whether an Award shall be cancelled or terminated,
	 	• 	
    to determine whether the conditions for earning an Award have
    been met and whether or to what extent an Award will be paid at
    the end of the Performance Period,
	 	• 	
    to determine if and when an Award may be deferred, and the terms
    and conditions of such deferral,
	 	• 	
    to determine whether the amount or payment of an Award should be
    reduced or eliminated,
	 	• 	
    to determine the guidelines and/or procedures for the payment or
    exercise of Awards,
	 	• 	
    to determine whether a leave of absence shall constitute a
    termination of employment for purposes of the Plan or shall have
    any other effect on outstanding Awards under the Plan, and
	 	• 	
    to determine whether an Award should qualify, regardless of its
    amount, as deductible in its entirety for federal income tax
    purposes, including whether any Awards granted to Covered
    Employees comply with the Performance Based Exception under Code
    Section 162(m).




 


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	 	(b) 	
    Interpretation of Plan. The Committee shall have
    full power and authority to administer and interpret the Plan
    and to adopt or establish such rules, regulations, agreements,
    guidelines, procedures and instruments, which are not contrary
    to the terms of the Plan and which, in its opinion, may be
    necessary or advisable for the administration and operation of
    the Plan. The Committee’s interpretations of the Plan, and
    all actions taken and determinations made by the Committee
    pursuant to the powers vested in it hereunder, shall be
    conclusive and binding on all parties concerned, including the
    Company, its stockholders and any person receiving an Award
    under the Plan.





			
	 	(c) 	
    Delegation of Authority. To the extent not
    prohibited by law, the Committee may delegate its authority
    hereunder and may grant authority to employees or designate
    employees of the Company to execute documents on behalf of the
    Committee or to otherwise assist the Committee in the
    administration and operation of the Plan; provided, however,
    that in no event shall the Committee delegate the authority to
    make or approve Awards that benefit officers of the Company.




 


		
	4. 	
    Eligibility.




			
	 	(a) 	
    General. Subject to the provisions of the Plan, the
    Committee may, from time to time, select from all Eligible
    Participants those to whom Awards shall be granted under
    Section 7 and shall determine the nature and amount of each
    Award. Only Non-Employee Directors shall be eligible to receive
    Awards under Section 8.





			
	 	(b) 	
    International Participants. Notwithstanding any
    provision of the Plan to the contrary, in order to foster and
    promote achievement of the purposes of the Plan or to comply
    with provisions of laws in other countries in which the Company
    operates or has employees, the Committee, in its sole
    discretion, shall have the power and authority to
    (i) determine which Eligible Participants (if any) employed
    by the Company outside the United States are eligible to
    participate in the Plan, (ii) modify the terms and
    conditions of any Awards made to such Eligible Participants, and
    (iii) establish subplans and modified Option exercise
    procedures and other Award terms and procedures to the extent
    such actions may be necessary or advisable.




 


		
	5. 	
    Shares of Common Stock Subject to the
    Plan.




			
	 	(a) 	
    Authorized Number of Shares. Unless otherwise
    authorized by the stockholders of the Company, and subject to
    the provisions of this Section 5 and the adjustments
    provided for in Section 10, the maximum aggregate number of
    shares of Common Stock available for issuance under the Plan
    shall be (i) 10 million, plus (ii) the number of
    shares underlying awards under the Prior Plans, which expire or
    otherwise remain unissued following the cancellation,
    termination or expiration of such awards after the Effective
    Date of this Plan. Any of the authorized shares may be used for
    any of the types of Awards described in the Plan, except:





			
	 	(A) 	
    at least two million (2,000,000) of the authorized shares will
    be available for issuance in connection with broad-based grants
    to employees who are not officers;
	 
	 	(B) 	
    no more than three million (3,000,000) of the authorized shares
    may be issued pursuant to Awards other than Options granted with
    an Option Exercise Price equal to Fair Market Value on the date
    of grant or SARs with a Strike Price equal to Fair Market Value
    on the date of grant, and
	 
	 	(C) 	
    no more than five hundred thousand (500,000) shares may be
    issued in the form of ISOs.





			
	 	(b) 	
    Share Counting. The following shall apply in
    determining the number of shares remaining available for grant
    under this Plan:





			
	 	(i)	
    In connection with the granting of an Option or other Award
    (other than a Performance Unit denominated in dollars or an SAR
    that may be solely settled in cash), the number of shares of
    Common Stock available for issuance under this Plan shall be
    reduced by the number of shares in respect of which the Option
    or Award is granted or denominated; provided, however, that
    where a SAR is settled in shares of Common Stock, the number of
    shares of Common Stock available for issuance under this Plan
    shall be reduced only by the number of shares issued in such
    settlement.




 


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	 	(ii)	
    If any Option is exercised by tendering shares of Common Stock
    to the Company as full or partial payment of the exercise price,
    the number of shares available for issuance under this Plan
    shall be increased by the number of shares so tendered.
	 
	 	(iii)	
    Whenever any outstanding Option or other Award (or portion
    thereof) expires, is cancelled, is settled in cash or is
    otherwise terminated for any reason without having been
    exercised, the shares allocable to the expired, cancelled,
    settled or otherwise terminated portion of the Option or Award
    may again be the subject of Options or Awards granted under this
    Plan.





			
	 	(iv) 	
    Awards granted through the assumption of, or in substitution
    for, outstanding awards previously granted to individuals who
    become employees as a result of a merger, consolidation,
    acquisition or other corporate transaction involving the Company
    as a result of an acquisition will generally not count against
    the reserve of available shares under this Plan, provided in
    each case that the requirements for the exemption for mergers
    and acquisitions under rules promulgated by the New York Stock
    Exchange have been satisfied.





			
	 	(c) 	
    Shares to be Delivered. The source of shares of
    Common Stock to be delivered by the Company under this Plan
    shall be determined by the Committee and may consist in whole or
    in part of authorized but unissued shares, treasury shares or
    shares acquired on the open market.




 


		
	6. 	
    Award Limitations.



      
The maximum number of Options or SARs that can be granted to any
Eligible Participant during a single fiscal year of the Company
cannot exceed 250,000. The maximum per Eligible Participant, per
fiscal year amount of Awards other than Options and SARs shall
not exceed Awards covering 100,000 shares of Common Stock.
Notwithstanding the foregoing, the maximums set forth above
shall be increased to 500,000 shares and 200,000 shares,
respectively, in the case of an Eligible Participant’s year
of hire. The maximum Award that may be granted to any Eligible
Participant for a Performance Period greater than one fiscal
year shall not exceed the foregoing annual maximum multiplied by
the number of full years in the Performance Period. In the case
of Performance Units denominated in dollars, the maximum amount
that may be earned in each fiscal year during the Performance
Period is $3,000,000.


 


		
	7. 	
    Awards to Eligible Participants.




			
	 	(a) 	
    Options.





			
	 	(i)	
    Grants. Subject to the terms and provisions of this
    Plan, Options may be granted to Eligible Participants. Options
    may consist of ISOs or NQSOs, as the Committee shall determine
    on the date of grant. Options may be granted alone or in
    addition to other Awards made under the Plan. With respect to
    Options granted in tandem with SARs, the exercise of either such
    Options or such SARs will result in the simultaneous
    cancellation of the same number of tandem SARs or Options, as
    the case may be.
	 
	 	(ii)	
    Option Exercise Price. The Option Exercise Price
    shall be equal to or greater than the Fair Market Value on the
    date the Option is granted, unless the Option was granted
    through the assumption of, or in substitution for, outstanding
    awards previously granted to individuals who became employees of
    the Company as a result of a merger, consolidation, acquisition
    or other corporate transaction involving the Company.
	 
	 	(iii)	
    Term. The term of Options shall be determined by the
    Committee in its sole discretion, but in no event shall the term
    exceed ten (10) years from the date of grant.
	 
	 	(iv)	
    ISO Limits. ISOs may only be granted to employees of
    the Company and its subsidiaries and may only be granted to
    employees who, at the time the Option is granted, do not own
    stock possessing more than ten percent (10%) of the total
    combined voting power of all classes of Company Common Stock.
    The aggregate Fair Market Value of all shares with respect to
    which ISOs are exercisable by a Participant for the first time
    during any year shall not exceed $100,000. The aggregate Fair
    Market Value of such shares shall be determined at the time the
    Option is granted.




 


5






 




			
	 	(v)	
    Method of Exercise. Options shall be exercised by
    written notice to the Company accompanied by payment in cash of
    the full Exercise Price of the portion of such Option being
    exercised; provided that the Committee may in its discretion
    approve other methods of exercise, including, if authorized by
    the Committee, by tendering to the Company, in whole or in part,
    in lieu of cash, shares of Common Stock owned by such
    Participant for at least six months prior to the date of
    exercise, accompanied by the certificates therefor registered in
    the name of such Participant and properly endorsed for transfer,
    having a Fair Market Value equal to the cash Exercise Price
    applicable to the portion of such Option being so exercised.
	 
	 	(vi)	
    No Repricing. Except for adjustments made pursuant
    to Section 10, the Option Exercise Price for any
    outstanding Option granted under the Plan may not be decreased
    after the date of grant nor may any outstanding Option granted
    under the Plan be surrendered to the Company as consideration
    for the grant of a new Option with a lower Option Exercise Price
    without the approval the stockholders of the Company.
	 
	 	(vii)	
    Buy Out of Option Gains. At any time after any
    Option becomes exercisable, the Committee shall have the right
    to elect, in its sole discretion and without the consent of the
    holder thereof, to cancel such Option and to cause the Company
    to pay to the Participant the excess of the Fair Market Value of
    the shares of Common Stock covered by such Option over the
    Option Exercise Price of such Option at the date the Committee
    provides written notice (the “Buy Out Notice”) of its
    intention to exercise such right. Buy outs pursuant to this
    provision shall be effected by the Company as promptly as
    possible after the date of the Buy Out Notice. Payments of buy
    out amounts may be made in cash, in shares of Common Stock, or
    partly in cash and partly in Common Stock, as the Committee
    deems advisable. To the extent payment is made in shares of
    Common Stock, the number of shares shall be determined by
    dividing the amount of the payment to be made by the Fair Market
    Value of a share of Common Stock at the date of the Buy Out
    Notice.





			
	 	(b) 	
    Stock Appreciation Rights.





			
	 	(i)	
    Grants. Subject to the terms and provisions of this
    Plan, SARs may be granted to Eligible Participants. SARs may be
    granted either alone or in addition to other Awards made under
    the Plan. With respect to SARs granted in tandem with Options,
    the exercise of either such Options or such SARs will result in
    the simultaneous cancellation of the same number of tandem SARs
    or Options, as the case may be.
	 
	 	(ii)	
    Strike Price. The Strike Price per share of Common
    Stock covered by a SAR granted pursuant to this Plan shall be
    equal to or greater than Fair Market Value on the date the SAR
    is granted.





			
	 	(iii) 	
    Term. The term of a SAR shall be determined by the
    Committee in its sole discretion, but in no event shall the term
    exceed ten (10) years from the date of grant.





			
	 	(iv)	
    Form of Payment/ Required Exercise Date. The
    Committee may authorize payment of a SAR in the form of cash,
    Common Stock valued at its Fair Market Value on the date of the
    exercise, a combination thereof, or by any other method as the
    Committee may determine; provided, however, that the SAR must
    either (A) become exercisable only upon a date certain
    (fixed date) occurring no earlier than one year following the
    date of grant, as determined by the Committee or elected by the
    Eligible Participant pursuant to rules established by the
    Committee at the time of grant, or (B) be settled
    exclusively in Common Stock.





			
	 	(c) 	
    Restricted Stock/ Restricted Stock Units.





			
	 	(i)	
    Grants. Subject to the terms and provisions of the
    Plan, Restricted Stock or Restricted Stock Units may be granted
    to Eligible Participants. Restricted Stock or Restricted Stock
    Units may be granted either alone or in addition to other Awards
    made under the Plan.
	 
	 	(ii)	
    Restrictions. The Committee shall impose such terms,
    conditions and/or restrictions on any Restricted Stock or
    Restricted Stock Units granted pursuant to the Plan as it may
    deem advisable including, without limitation: a requirement that
    Participants pay a stipulated purchase price for each share of
    Restricted Stock or each Restricted Stock Unit; restrictions
    based upon the




 

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    achievement of specific Performance Goals (Company-wide or at
    the subsidiary and/or individual level); time-based restrictions
    on vesting; and/or restrictions under applicable Federal or
    state securities laws. Unless otherwise determined by the
    Committee at the time of grant, any time-based restriction
    period shall be for a minimum of one year. To the extent that
    shares of Restricted Stock or Restricted Stock Units are
    intended to be deductible under Code Section 162(m), the
    applicable restrictions shall be based on the achievement of
    Performance Goals over a Performance Period, as described in
    Section 7(d) below.





			
	 	(iii) 	
    Payment of Units. Restricted Stock Units that become
    payable in accordance with their terms and conditions shall be
    settled in cash, shares of Common Stock, or a combination of
    cash and shares, as determined by the Committee.





			
	 	(iv)	
    No Disposition During Restriction Period. During the
    Restriction Period, Restricted Stock may not be sold, assigned,
    transferred or otherwise disposed of, or mortgaged, pledged or
    otherwise encumbered. In order to enforce the limitations
    imposed upon shares of Restricted Stock, the Committee may
    (A) cause a legend or legends to be placed on any
    certificates relating to such shares of Restricted Stock, and/or
    (B) issue “stop transfer” instructions, as it
    deems necessary or appropriate.
	 
	 	(v)	
    Dividend and Voting Rights. Unless otherwise
    determined by the Committee, during the Restriction Period,
    Participants who hold shares of Restricted Stock and Restricted
    Stock Units shall have the right to receive or accrue dividends
    in cash or other property or other distribution or rights in
    respect of such shares, and Participants who hold shares of
    Restricted Stock shall have the right to vote such shares as the
    record owner thereof. The Committee in its sole discretion will
    determine when and in what form (e.g., cash or Common
    Stock, in the case of Restricted Stock or Dividend Equivalents,
    in the case of Restricted Stock Units) any dividends payable to
    a Participant during the Restriction Period shall be distributed
    to the Participant. Unless otherwise determined by the
    Committee, a Dividend Equivalent granted in connection with an
    Award of Restricted Stock or Restricted Stock Unit shall be
    subject to the restrictions and risk of forfeiture during the
    Restriction Period to the same extent as such Award.





			
	 	(vi) 	
    Share Certificates. Each certificate issued for
    Restricted Stock shall be registered in the name of the
    Participant and deposited with the Company or its designee. At
    the end of the Restriction Period, a certificate representing
    the number of shares to which the Participant is then entitled
    shall be delivered to the Participant free and clear of the
    restrictions. No certificate shall be issued with respect to a
    Restricted Stock Unit unless and until such Restricted Stock
    Unit is paid in shares of Common Stock.





			
	 	(d) 	
    Performance Awards.





			
	 	(i)	
    Grants. Subject to the provisions of the Plan,
    Performance Awards consisting of Performance Shares or
    Performance Units may be granted to Eligible Participants.
    Performance Awards may be granted either alone or in addition to
    other Awards made under the Plan.
	 
	 	(ii)	
    Performance Goals. Unless otherwise determined by
    the Committee, Performance Awards shall be conditioned on the
    achievement of Performance Goals (which shall be based on one or
    more objective business criteria, as determined by the
    Committee) over a Performance Period. The Performance Period
    shall be no less than one year, unless otherwise determined by
    the Committee. The business criteria to be used for purposes of
    Performance Awards will be determined in the sole discretion of
    the Committee and may be described in terms of objectives that
    are related to the individual Participant or objectives that are
    Company wide or related to a subsidiary, division, department,
    region, function or business unit of the Company in which the
    Participant is employed, and may consist of one or more or any
    combination of the following pre-established criteria:
    (A) net earnings; (B) earnings per share;
    (C) dividend ratio; (D) net sales growth; (E) net
    income (before taxes); (F) net operating profit;
    (G) return measures (including, but not limited to return
    on assets, capital, equity or sales); (H) cash flow
    (including, but not limited to, operating cash flow and free
    cash flow); (I) earnings before or after taxes, interest ,
    depreciation and/or amortization; (J) productivity ratios;
    (K) share price (including, but not limited to, growth
    measures and total shareholder return); (L) expense
    targets; (M) operating efficiency;




 



7









 


			
	 		
    (N) customer satisfaction; (O) working capital
    targets; (P) any combination of or a specified increase in
    any of the foregoing; (Q) the achievement of certain target
    levels of discovery and/or development of products; or
    (R) the formation of joint ventures or the completion of
    other corporate transactions. Without limiting the generality of
    the foregoing, the Committee shall have the authority to make
    equitable adjustments to any Performance Goal in recognition of
    unusual or non-recurring events affecting the Company in
    response to changes in applicable laws or regulations or to
    account for items of gain, loss or expense determined to be
    extraordinary or unusual in nature or infrequent in occurrence
    or related to the disposal of a segment of a business or related
    to a change in accounting principles. Performance Goals based on
    business criteria listed above may be made relative to the
    performance of other corporations.
	 
	 	(iii)	
    Committee Discretion. Notwithstanding the
    achievement of any Performance Goal established under this Plan,
    the Committee has the discretion, by Participant, to reduce some
    or all of a Performance Award that would otherwise be paid. If a
    Participant who is not a Covered Employee is promoted, demoted
    or transferred to a different business unit of the Company
    during a Performance Period, then, to the extent the Committee
    determines the Performance Goals or Performance Period are no
    longer appropriate, the Committee may adjust, change or
    eliminate the Performance Goals or the applicable Performance
    Period as it deems appropriate in order to make them appropriate
    and comparable to the initial Performance Goals or Performance
    Period.





			
	 	(iv) 	
    Interpretation. With respect to any Award that is
    intended to satisfy the conditions for the Performance Based
    Exception under Code Section 162(m): (A) the Committee
    shall interpret the Plan and this Section 7 in light of
    Code Section 162(m) and the regulations thereunder;
    (B) the Committee shall have no discretion to amend the
    Award or adjust any Performance Goal in any way that would
    adversely affect the treatment of the Award under Code
    Section 162(m) and the regulations thereunder; and
    (C) such Award shall not be paid until the Committee shall
    first have certified that the Performance Goals applicable to
    the Award have been achieved.





			
	 	(v)	
    Timing and Form of Payment of Performance
    Awards. Subject to the provisions of the Plan, after
    the applicable Performance Period has ended, the holder of
    Performance Units or Performance Shares shall be entitled to
    receive a payout based on the number and value of Performance
    Units or Performance Shares earned by the Participant over the
    Performance Period, to be determined as a function of the extent
    to which the corresponding Performance Goals have been achieved.
    Payment of earned Performance Units or Performance Shares shall
    be made in a lump sum within 2 1/2 months following the end of
    the taxable year in which the applicable Performance Period
    closes. The Committee may pay earned Performance Units or
    Performance Shares in the form of cash or in shares of Common
    Stock (or in a combination thereof) which have an aggregate Fair
    Market Value equal to the value of the earned Performance Units
    or Performance Shares at the close of the applicable Performance
    Period. Such shares may be granted subject to any restrictions
    deemed appropriate by the Committee. The form of payout of such
    Awards shall be set forth in the Award agreement pertaining to
    the grant of the Award. As determined by the Committee, a
    Participant may be entitled to receive any dividends declared
    with respect to shares of Common Stock which have been earned in
    connection with grants of Performance Units or Performance
    Shares but not yet distributed to the Participant.




 


		
	8. 	
    Awards to Non-Employee Directors.




			
	 	(a) 	
    Awards. Non-Employee Directors are eligible to
    receive any and all types of Awards under this Plan other than
    ISOs.





			
	 	(b) 	
    Grants of Awards. The number of shares of Common
    Stock that will be awarded or covered by an Option or Other
    Stock Based Award; the restrictions on transfer or the
    possibility of forfeiture which may be imposed on an Award; and
    the time at which the Award (or any portion of it) first will
    become exercisable or no longer subject to any restriction, and
    the latest date on which an Option may be exercised will be
    determined in the Board’s sole discretion.





			
	 	(c) 	
    Death, Total Disability and Retirement. In the event
    of the death, Total Disability or Retirement of a Non-Employee
    Director prior to the granting of an Award in respect of the
    fiscal year in which such




 



8








 





			
	 		
    event occurred, an Award may, in the discretion of the
    Committee, be granted in respect of such fiscal year to the
    retired or disabled Non-Employee Director or his or her estate.
    In the event that a Non-Employee Director ceases to be a member
    of the Board due to Total Disability, death or Retirement, his
    or her rights to any outstanding Award will become fully vested
    and exercisable, as applicable. If any Non-Employee Director
    ceases to be a member of the Board for any reason other than
    death, Total Disability or Retirement, his or her rights to any
    Award in respect of the fiscal year during which such cessation
    occurred will terminate unless the Board determines otherwise.




 


		
	9. 	
    Deferred Payments.



      
Subject to the terms of this Plan, the Committee may determine
that all or a portion of any Award to a Participant, whether it
is to be paid in cash, shares of Common Stock or a combination
thereof, shall be deferred or may, in its sole discretion,
approve deferral elections made by Participants. Deferrals shall
be for such periods and upon such terms as the Committee may
determine in its sole discretion. Notwithstanding any provision
of the Plan to the contrary, to the extent that any Award would
be subject to Section 409A of the Code, no such Award may
be granted (or may be subject to deferral) if it would fail to
comply with the requirements set forth in Section 409A of
the Code. To the extent that the Committee determines that the
Plan or any Award is subject to Section 409A of the Code
and fails to comply with the requirements of Section 409A
of the Code, notwithstanding anything to the contrary contained
in the Plan or in any Award Agreement, the Committee, reserves
the right to amend or terminate the Plan and/or amend,
restructure, terminate or replace the Award in order to cause
the Award to either not be subject to Section 409A of the
Code or to comply with the applicable provisions of such section.


 


		
	10. 	
    Dilution and Other Adjustments.



      
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split, combination or
exchange of shares or other change in corporate structure
affecting any class of Common Stock, the Committee may, but
shall not be required to, make such adjustments (i) in the
class and aggregate number of shares which may be delivered
under this Plan as described in Section 5, (ii) the
individual Award maximums and share limitations under
Section 6, (iii) to any or all of the number and kind
of securities or other property (including cash) that may
thereafter be issued or issuable in connection with outstanding
Awards (provided the number of shares of any class subject to
any Award shall always be a whole number), and (iv) in the
Option Exercise Price of outstanding Options, the Strike Price
of outstanding SARs, or the grant price or purchase price of any
other outstanding Award (provided, that, with respect to ISOs,
such adjustment shall be made in accordance with
Section 424(h) of the Code) as may be determined to be
equitable or appropriate by the Committee, and any such
adjustment may, in the sole discretion of the Committee, take
the form of Options covering more than one class of Common
Stock. Such adjustment shall be conclusive and binding for all
purposes of the Plan.


 


		
	11. 	
    Change in Control.



      Unless otherwise determined by the Committee, upon a Change in Control, the following shall occur:



			
	 	(a) 	
    Options. Effective on the date of such Change in
    Control, all outstanding and unvested Options granted under the
    Plan shall immediately vest and become exercisable, and all
    Options then outstanding under the Plan shall remain outstanding
    in accordance with their terms. Notwithstanding anything to the
    contrary in this Plan, in the event that any Option granted
    under the Plan becomes unexercisable during its term on or after
    a Change in Control because: (i) the individual who holds
    such Option is involuntarily terminated (other than for Cause)
    within two (2) years after the Change in Control;
    (ii) such Option is terminated or adversely modified; or
    (iii) Common Stock is no longer issued and outstanding, or
    no longer traded on a national securities exchange, then the
    holder of such Option shall immediately be entitled to receive a
    lump sum cash payment equal to (A) the gain on such Option
    or (B) only if greater than the gain on such Option and
    only with respect to NQSOs the Black-Scholes value of such
    Option (as determined by a nationally recognized independent
    investment banker chosen by the Company), in either case
    calculated as of the date of the Change in Control or other
    event giving rise to the right to receive payment (the
    “Determination Date”). For purposes of the preceding
    sentence, the gain on an Option shall be calculated as the
    difference




 


9









 


			
	 		
    between the closing price per share of Common Stock as of the
    Determination Date and the Option Exercise Price.





			
	 	(b) 	
    Stock Appreciation Rights. Effective on the date of
    such Change in Control, all outstanding and unvested SARs
    granted under the Plan shall immediately vest and become
    exercisable, and all SARs then outstanding under the Plan shall
    remain outstanding in accordance with their terms. In the event
    that any SAR granted under the Plan becomes unexercisable during
    its term on or after a Change in Control because: (i) the
    individual who holds such SAR is involuntarily terminated (other
    than for Cause) within two (2) years after the Change in
    Control; (ii) such SAR is terminated or adversely modified;
    or (iii) Common Stock is no longer issued and outstanding,
    or no longer traded on a national securities exchange, then the
    holder of such SAR shall immediately be entitled to receive a
    lump sum cash payment equal to the gain on such SAR, calculated
    as of the Determination Date. For purposes of the preceding
    sentence, the gain on a SAR shall be calculated as the
    difference between the closing price per share of Common Stock
    as of the Determination Date and the Strike Price per share of
    Common Stock covered by the SAR.





			
	 	(c) 	
    Restricted Shares/ Restricted Share Units. Upon a
    Change of Control all Restricted Shares and Restricted Share
    Units shall immediately vest and be distributed to Participants,
    effective as of the date of the Change of Control.





			
	 	(d) 	
    Performance Awards. Each Performance Award granted
    under the Plan that is outstanding on the date of the Change in
    Control shall immediately vest and the holder of such
    Performance Award shall be entitled to a lump sum cash payment
    equal to the amount of such Performance Award that would have
    been payable at the end of the Performance Period as if 100% of
    the Performance Goals have been achieved.
	 
	 	(e) 	
    Timing of Payment. Any amount required to be paid
    pursuant to this Section 11 shall be paid as soon as
    practical after the date such amount becomes payable.





			
	 	(f) 	
    Definition. “Change in Control” means the
    occurrence of any of the following events:





			
	 	(i)	
    any “person” (as such term is used in Sections 13(d)
    and 14(d) of the Securities Exchange Act of 1934, as amended
    (the “Exchange Act”)), other than (A) the
    Company, (B) any “person” who on the date hereof
    is a director or officer of the Company, (C) any trustee or
    other fiduciary holding securities under an employee benefit
    plan of the Company, (D) an underwriter temporarily holding
    securities pursuant to an offering of such securities, or
    (E) any corporation owned, directly or indirectly, by the
    stockholders of the Company in substantially the same
    proportions as their ownership of stock of the Company (a
    “Person”), is or becomes the “beneficial
    owner” (as defined in Rule 13d-3 under the Exchange
    Act (a “Beneficial Owner”)), directly or indirectly,
    of securities of UST Inc. representing 20% or more of the
    combined voting power of UST Inc.’s then outstanding
    securities, excluding any Person who becomes such a Beneficial
    Owner in connection with a transaction described in
    clause (iii)(1) below; or
	 
	 	(ii)	
    the following individuals cease for any reason to constitute a
    majority of the number of directors then serving: individuals
    who, on the date hereof, constitute the Board and any new
    director (other than a director whose initial assumption of
    office is in connection with an actual or threatened election
    contest, including but not limited to a consent solicitation,
    relating to the election of directors of UST Inc.) whose
    appointment or election by the Board or nomination for election
    by UST Inc.’s stockholders was approved or recommended
    by a vote of at least two-thirds ( 2/3) of the directors then
    still in office who either were directors on the date hereof or
    whose appointment, election or nomination for election was
    previously so approved or recommended; or





			
	 	(iii) 	
    there is consummated a merger or consolidation of UST Inc.
    with any other corporation, other than (A) a merger or
    consolidation which would result in the voting securities of
    UST Inc. outstanding immediately prior to such merger or
    consolidation continuing to represent (either by remaining
    outstanding or by being converted into voting securities of the
    surviving entity or any parent thereof), in combination with the
    ownership of any trustee or other fiduciary holding securities
    under an employee benefit plan of the Company, at least 80% of
    the combined voting




 



10









 





			
	 		
    power of the securities of UST Inc. or such surviving
    entity or any parent thereof outstanding immediately after such
    merger or consolidation, or (B) a merger or consolidation
    effected to implement a recapitalization of UST Inc. (or
    similar transaction) in which no Person is or becomes the
    Beneficial Owner, directly or indirectly, of securities of
    UST Inc. representing 20% or more of the combined voting
    power of UST Inc.’s then outstanding
    securities; or





			
	 	(iv)	
    the stockholders of UST Inc. approve a plan of complete
    liquidation or dissolution of UST Inc. or there is
    consummated an agreement for the sale or disposition by
    UST Inc. of all or substantially all of
    UST Inc.’s assets, other than a sale or disposition by
    UST Inc. of all or substantially all of its assets to an
    entity, at least 80% of the combined voting power of the voting
    securities of which are owned by stockholders of UST Inc.
    in substantially the same proportions as their ownership of
    UST Inc. immediately prior to such sale.




     
Notwithstanding the above, that for each Award subject to
Section 409A of the Code, a Change of Control shall be
deemed to have occurred under this Plan with respect to such
Award only if a change in the ownership or effective control of
UST Inc. or a change in the ownership of a substantial
portion of the assets of UST Inc. shall also be deemed to
have occurred under Section 409A of the Code.


 


		
	12. 	
    Miscellaneous Provisions.




			
	 	(a)	
    Forfeiture. The terms and conditions applicable to
    Awards with respect to the termination for any reason of a
    Participant’s employment or service with the Company and
    its Subsidiaries shall be determined by the Committee in its
    discretion and shall be set forth in the agreement evidencing
    such Award. Notwithstanding the generality of foregoing, any
    Award and/or the proceeds of any Award shall be forfeited, as
    follows: Except as otherwise provided in agreements covering
    Awards hereunder, a Participant shall forfeit all rights in his
    or her outstanding Awards under the Plan, and all such
    outstanding Awards shall automatically terminate and lapse, if
    the Committee determines that such Participant has (i) used
    for profit or disclosed to unauthorized persons, confidential
    information or trade secrets of the Company, (ii) breached
    any contract with or violated any fiduciary obligation to the
    Company, including without limitation, a violation of any
    Company code of conduct, (iii) engaged in unlawful trading
    in the securities of the Company or of another company based on
    information gained as a result of that Participant’s
    employment or other relationship with the Company, or
    (iv) committed a felony or other serious crime.
	 
	 	(b)	
    Claw-Back Provision. If (1) the employment of
    the Participant is terminated for Cause, or (2) after the
    Participant’s termination of employment with the Company
    other than for Cause, the Company discovers the occurrence of an
    act or failure to act by the Participant that would have enabled
    the Company to terminate the Participant’s employment for
    Cause had the Company known of such act or failure to act at the
    time of its occurrence, or (3) subsequent to his
    termination of employment, the Grantee commits an act described
    in Section 12(a)(i) above, in each case, if such Act is
    discovered by the Company within three years of its occurrence,
    then, unless otherwise determined by the Committee,





			
	 	(i) 	
    any and all outstanding Awards held by such Grantee as of the
    date of such termination or discovery (whether or not then
    vested) shall terminate and be forfeited; and





			
	 	(ii) 	
    the Participant (or, in the event of the Participant’s
    death following the commission of such act, his beneficiaries or
    estate) shall (A) to the extent such Award was paid in the
    form of shares of Common Stock, sell back to the Company all
    shares that are held, as of the date of such termination or
    discovery, by the Participant (or, if applicable, his
    beneficiaries or estate) and that were acquired upon the grant,
    exercise or vesting of any Award on or after the date which is
    180 days prior to the Participant’s termination of
    employment (the “Acquired Shares”), for a per share
    price equal to the price paid by the Participant (or, if
    applicable his beneficiaries or estate) for such shares (or, if
    no consideration was paid for such shares, the shares shall be
    immediately returned to the Company for no consideration),
    (B) to the extent Acquired Shares have previously been sold
    or otherwise disposed of by the Participant (other than by
    reason of death) or, if




 



11








 


			
	 		
    applicable, by his beneficiaries or estate, repay to the Company
    the excess of the aggregate Fair Market Value of such Acquired
    Shares on the date of such sale or disposition over the
    aggregate price paid for such Acquired Shares and (C) to
    the extent such Award was paid in the form of cash, repay to the
    Company the aggregate cash received by such Participant (or, if
    applicable, his beneficiaries or estate) upon the exercise or
    vesting of any Award on or after the date which is 180 days
    prior to the Participant’s termination of employment.





			
	 	(c)	
    Rights as Stockholder. Except as otherwise provided
    herein, a Participant shall have no rights as a holder of Common
    Stock with respect to Awards hereunder, unless and until
    certificates for shares of Common Stock are issued to the
    Participant.
	 
	 	(d)	
    Assignment or Transfer. Unless the Committee shall
    specifically determine otherwise, no Award under the Plan or any
    rights or interests therein shall be transferable other than by
    will or the laws of descent and distribution and shall be
    exercisable, during the Participant’s lifetime, only by the
    Participant. Once awarded, the shares of Common Stock received
    by Participants may be freely transferred, assigned, pledged or
    otherwise subjected to lien, subject to the restrictions imposed
    by the Securities Act of 1933, Section 16 of the Securities
    Exchange Act of 1934 and the Company’s Insider Trading
    Policy, each as amended from time to time.
	 
	 	(e)	
    Withholding Taxes. The Company shall have the right
    to deduct from all Awards paid in cash (and any other payment
    hereunder) any federal, state, local or foreign taxes required
    by law to be withheld with respect to such Awards and, with
    respect to Awards paid in stock or upon exercise of Options, to
    require the payment (through withholding from the
    Participant’s salary or otherwise) of any such taxes. In
    addition, if determined by the Committee, a Participant may
    elect the withholding by the Company of a portion of the shares
    of Common Stock subject to an Award upon the exercise of such
    Award, upon the Award being earned or upon Restricted Stock or
    Restricted Stock Units becoming non-forfeitable (each, a
    “Taxable Event”) having a Fair Market Value equal to
    the minimum amount necessary to satisfy the required withholding
    liability attributable to the Taxable Event. The Company’s
    obligation to make delivery of Awards in cash or Common Stock
    shall be subject to currency or other restrictions imposed by
    any government.
	 
	 	(f)	
    No Rights to Awards. Neither the Plan nor any action
    taken hereunder shall be construed as giving any employee any
    right to be retained in the employ of the Company or any of its
    subsidiaries, divisions or affiliates. Except as set forth
    herein, no employee or other person shall have any claim or
    right to be granted an Award under the Plan. By accepting an
    Award, the Participant acknowledges and agrees (i) that the
    Award will be exclusively governed by the terms of the Plan,
    including the right reserved by the Company to amend or cancel
    the Plan at any time without the Company incurring liability to
    the Participant (except for Awards already granted under the
    Plan), (ii) that Awards shall be subject to such rules and
    limitations as are established by the Committee for the proper
    administration of the Plan, such as minimums and restrictions on
    the number of Options that may be exercised during a specified
    period of time, (iii) that Awards are not a constituent
    part of salary, wages or compensation for purposes of
    determining any pension, retirement, death benefit or other
    benefit under any employee benefit plan of the Company or any
    subsidiary or for purposes of any agreement between the
    Participant and the Company unless expressly provided in such
    agreement, (iv) that the Participant is not entitled, under
    the terms and conditions of employment, or by accepting or being
    granted Awards under this Plan to require Awards to be granted
    to him or her in the future under this Plan or any other plan,
    (v) that the value of Awards received under the Plan will
    be excluded from the calculation of termination indemnities or
    other severance payments, and (vi) that the Participant
    will seek all necessary approval under, make all required
    notifications under and comply with all laws, rules and
    regulations applicable to the ownership of Options and Common
    Stock and the exercise of Options, including, without
    limitation, currency and exchange laws, rules and regulations.
	 
	 	(g)	
    Beneficiary Designation. To the extent allowed by
    the Committee, each Participant under the Plan may, from time to
    time, name any beneficiary or beneficiaries (who may be named on
    a contingent or successive basis) to whom any benefit under the
    Plan is to be paid in case of his or her death before he or she
    receives any or all of such benefit. Unless the Committee shall
    determine otherwise, each such designation shall 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




 

12







 




			
	 		
    the Company during the Participant’s lifetime. In the
    absence of any such designation, benefits remaining unpaid at
    the Participant’s death shall be paid to the
    Participant’s estate.
	 
	 	(h)	
    Costs and Expenses. The cost and expenses of
    administering the Plan shall be borne by the Company and not
    charged to any Award or to any Participant.
	 
	 	(i)	
    Fractional Shares. Fractional shares of Common Stock
    shall not be issued or transferred under an Award, but the
    Committee may pay cash in lieu of a fraction or round the
    fraction, in its discretion.
	 
	 	(j)	
    Funding of Plan. The Company shall not be required
    to establish or fund any special or separate account or to make
    any other segregation of assets to assure the payment of any
    Award under the Plan.
	 
	 	(k)	
    Indemnification. Provisions for the indemnification
    of officers and directors of the Company in connection with the
    administration of the Plan shall be as set forth in the
    Company’s Certificate of Incorporation and Bylaws as in
    effect from time to time.
	 
	 	(l)	
    Successors. All obligations of the Company under the
    Plan with respect to Awards granted hereunder shall be binding
    on any successor to the Company, whether the existence of such
    successor is the result of a direct or indirect purchase,
    merger, consolidation, or otherwise, of all or substantially all
    of the business and/or assets of the Company.





			
	 	(m) 	
    Compliance with Code
    Section 409A. Notwithstanding any provision of the
    Plan, to the extent that any Award would be subject to
    Section 409A of the Code, no such Award may be granted if
    it would fail to comply with the requirements set forth in
    Section 409A of the Code. To the extent that the Committee
    determines that the Plan or any Award is subject to
    Section 409A of the Code and fails to comply with the
    requirements of Section 409A of the Code, notwithstanding
    anything to the contrary contained in the Plan or in any Award
    Agreement, the Committee, reserves the right to amend or
    terminate the Plan and/or amend, restructure, terminate or
    replace the Award in order to cause the Award to either not be
    subject to Section 409A of the Code or to comply with the
    applicable provisions of such section.




 


		
	13. 	
    Effective Date, Governing Law, Amendments and
    Termination.




			
	 	(a) 	
    Effective Date. The Plan was approved by the Board
    on February 17, 2005 and shall become effective on the date
    it is approved by the Company’s stockholders (the
    “Effective Date”).





			
	 	(b) 	
    Amendments. The Board may at any time terminate or
    from time to time amend the Plan in whole or in part, but no
    such action shall adversely affect any rights or obligations
    with respect to any Awards granted prior to the date of such
    termination or amendment without the consent of the affected
    Participants. Notwithstanding the foregoing, unless the
    Company’s stockholders shall have first approved the
    amendment, no amendment of the Plan shall be effective which
    would (i) increase the maximum number of shares of Common
    Stock which may be delivered under the Plan or to any one
    individual (except to the extent such amendment is made pursuant
    to Section 10 hereof), (ii) extend the maximum period
    during which Awards may be granted under the Plan,
    (iii) add to the types of awards that can be made under the
    Plan, (iv) except as permitted by Section 7(d), change
    the Performance Goals pursuant to which Performance Awards are
    earned, (v) modify the requirements as to eligibility for
    participation in the Plan, or (vi) otherwise require
    shareholder approval under the listing requirement of the New
    York Stock Exchange or other law, rule or regulation to be
    effective. With the consent of the Participant affected, the
    Committee may amend outstanding agreements evidencing Awards
    under the Plan in a manner not inconsistent with the terms of
    the Plan.





			
	 	(c) 	
    Governing Law. All questions pertaining to the
    construction, interpretation, regulation, validity and effect of
    the provisions of the Plan shall be determined in accordance
    with the laws of the State of Delaware without giving effect to
    conflict of laws principles.





			
	 	(d) 	
    Termination. No Awards shall be made under the Plan
    after the tenth anniversary of the Effective Date.




 



13