Exhibit 10.1


GB&T BANCSHARES, INC.

2007 OMNIBUS LONG-TERM INCENTIVE PLAN


ARTICLE 1

PURPOSE


1.1.                              GENERAL.  The purpose of the GB&T
Bancshares, Inc. 2007 Omnibus Long-Term Incentive Plan (the “Plan”) is to
promote the success, and enhance the value, of GB&T Bancshares, Inc. (the
“Company”), by linking the personal interests of employees, officers and
directors of the Company or any Affiliate (as defined below) to those of
Company shareholders and by providing such persons with an incentive for
outstanding performance.  The Plan is
further intended to provide flexibility to the Company in its ability to
motivate, attract, and retain the services of employees, officers and directors
upon whose judgment, interest, and special effort the successful conduct of the
Company’s operation is largely dependent. 
Accordingly, the Plan permits the grant of incentive awards from time to
time to selected employees, officers and directors of the Company and its
Affiliates.  Finally, the Plan is
intended to provide a long-term balance for incentives to achieve short-term
objectives.


ARTICLE 2

DEFINITIONS


2.1.                              DEFINITIONS.  When a word or phrase appears
in this Plan with the initial letter capitalized, and the word or phrase does
not commence a sentence, the word or phrase shall generally be given the
meaning ascribed to it in this Section or in Section 1.1 unless a clearly
different meaning is required by the context. 
The following words and phrases shall have the following meanings:


(a)                                  “Affiliate” means (i) any Subsidiary or Parent,
or (ii) an entity that directly or through one or more intermediaries controls,
is controlled by or is under common control with, the Company, as determined by
the Committee.


(b)                                 “Award” means any Option, Stock Appreciation
Right, Restricted Stock Award, Restricted Stock Unit Award, Deferred Stock Unit
Award, Performance Award, Dividend Equivalent Award, Other Stock-Based Award,
or any other right or interest relating to Stock or cash, granted to a
Participant under the Plan.


(c)                                  “Award Certificate” means a written document,
in such form as the Committee prescribes from time to time, setting forth the
terms and conditions of an Award.  Award
Certificates may be in the form of individual award agreements or certificates
or a program document describing the terms and provisions of an Awards or
series of Awards under the Plan.  The
Committee may provide for the use of electronic, internet or other non-paper
Award Certificates, and the use of electronic, internet or other non-paper
means for the acceptance thereof and actions thereunder by a Participant.


(d)                                 “Beneficial Owner” shall have the meaning
given such term in Rule 13d-3 of the General Rules and Regulations under the
1934 Act.


(e)                                  “Board” means the Board of Directors of the
Company.


(f)                                    “Cause” as a reason for a Participant’s
termination of employment shall have the meaning assigned such term in the
employment, severance or similar agreement, if any, between such



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Participant
and the Company or an Affiliate, provided, however that if there is no such
employment, severance or similar agreement in which such term is defined, and
unless otherwise defined in the applicable Award Certificate, “Cause” shall
mean any of the following acts by the Participant, as determined by the
Committee: gross neglect of duty, prolonged absence from duty without the
consent of the Company, material breach by the Participant of any published
Company code of conduct or code of ethics; or willful misconduct, misfeasance
or malfeasance of duty which is reasonably determined to be detrimental to the
Company. With respect to a Participant’s termination of directorship, “Cause”
means an act or failure to act that constitutes cause for removal of a director
under applicable Georgia law.  The determination of the Committee as to
the existence of “Cause” shall be conclusive on the Participant and the
Company.


(g)                                 “Change in Control” means and includes the
occurrence of any one of the following events:


(i)                                     The closing of any transaction, whether by
merger, consolidation, asset sale, tender offer, reverse stock split or
otherwise, which results in the acquisition of beneficial ownership (as such
term is defined under the rules and regulations promulgated under the
Securities and Exchange Act of 1934, as Amended) by any person or entity or any
group (except the Board of Directors of the Holding Company as it exists on the
date of execution of this Agreement) or other persons or entities acting in
concert, of 50 percent or more of the outstanding shares of common stock of the
Holding Company.


(ii)                                  The closing of any sale of all or
substantially all of the assets of the Holding Company.


(h)                                 “Code” means the Internal Revenue Code of
1986, as amended from time to time.  For
purposes of this Plan, references to sections of the Code shall be deemed to
include references to any applicable regulations thereunder and any successor
or similar provision.


(i)                                     “Committee” means the committee of the Board
described in Article 4.


(j)                                     “Company” means GB&T Bancshares, Inc., a
Georgia corporation, or any successor corporation.


(k)                                  “Continuous Status as a Participant” means
the absence of any interruption or termination of service as an employee,
officer, or director of the Company or any Affiliate, as applicable; provided,
however, that for purposes of an Incentive Stock Option “Continuous Status as a
Participant” means the absence of any interruption or termination of service as
an employee of the Company or any Parent or Subsidiary, as applicable, pursuant
to applicable tax regulations. 
Continuous Status as a Participant shall not be considered interrupted
in the following cases: (i) a Participant transfers employment between the
Company and an Affiliate or between Affiliates, or (ii) in the discretion of
the Committee as specified at or prior to such occurrence, in the case of a
spin-off, sale or disposition of the Participant’s employer from the Company or
any Affiliate, or (iii) any leave of absence authorized in writing by the
Company prior to its commencement; provided, however, that for purposes of Incentive
Stock Options, no such leave may exceed 90 days, unless reemployment upon
expiration of such leave is guaranteed by statute or contract.  If reemployment upon expiration of a leave of
absence approved by the Company is not so guaranteed, on the 91st day of such
leave any Incentive Stock Option held by the Participant shall cease to be
treated as an Incentive Stock Option and shall be treated for tax purposes as a
Nonstatutory Stock Option.  Whether
military, government or other service or other leave of absence shall
constitute a termination of employment shall be determined in each case by the
Committee at its discretion, and any determination by the Committee shall be
final and conclusive.


(l)                                     “Covered Employee” means a covered employee
as defined in Code Section 162(m)(3).



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(m)                               “Deferred Stock Unit” means a right granted
to a Participant under Article 9 to receive Shares of Stock (or the equivalent
value in cash or other property if the Committee so provides) at a future time
as determined by the Committee, or as determined by the Participant within
guidelines established by the Committee in the case of voluntary deferral
elections, which right may be subject to certain restrictions but is not
subject to risk of forfeiture.


(n)                                       “Disability” shall mean the
Participant’s inability as a result of physical or mental incapacity to
substantially perform his duties for the Company on a full-time basis for a
period of six (6) months. The determination of whether the Participant suffers
a Disability shall be made by a physician acceptable to both the Participant
and the Company.  If the determination of Disability relates to an Incentive Stock
Option, Disability means Permanent and Total Disability as defined in Section
22(e)(3) of the Code.  In the event of a
dispute, the determination whether a Participant is Disabled will be made by
the Committee and may be supported by the advice of a physician competent in
the area to which such Disability relates.


(o)                                 “Dividend Equivalent” means a right granted
to a Participant under Article 12.


(p)                                 “Effective Date” has the meaning assigned
such term in Section 3.1.


(q)                                 “Eligible Participant” means an employee,
officer or director (including advisory and emeritus directors) of the Company
or any Affiliate.


(r)                                    “Exchange” means any national securities
exchange on which the Stock may from time to time be listed or traded.


(s)                                  “Fair Market Value,” on any date, means (i)
if the Stock is listed on a securities exchange, the closing sales price on
such exchange or over such system on such date or, in the absence of reported
sales on such date, the closing sales price on the immediately preceding date
on which sales were reported, or (ii) if the Stock is not listed on a
securities exchange, the mean between the bid and offered prices as quoted by
Nasdaq for such date, provided that if it is determined that the fair market
value is not properly reflected by such Nasdaq quotations, Fair Market Value
will be determined by such other method as the Committee determines in good
faith to be reasonable and in compliance with Code Section 409A.


(t)                                    “Full Value Award” means
an Award other than in the form of an Option or SAR, and which is settled by
the issuance of Stock.


(u)                                 “Good Reason” (or a similar term denoting
constructive termination) has the meaning, if any, assigned such term in the
employment, severance or similar agreement, if any, between a Participant and
the Company or an Affiliate, provided, however that if there is no such
employment, severance or similar agreement in which such term is defined, “Good
Reason” shall have the meaning, if any, give such term in the applicable Award
Certificate.  If not defined in each such
document, the term “Good Reason” as used herein shall not apply to a particular
Award.


(v)                                 “Grant Date” of an Award means the first date
on which all necessary corporate action has been taken to approve the grant of
the Award as provided in the Plan, or such later date as is determined and
specified as part of that authorization process.  Notice of the grant shall be provided to the
grantee within a reasonable time after the Grant Date.


(w)                               “Incentive Stock Option” means an Option that
is intended to be an incentive stock option and meets the requirements of
Section 422 of the Code or any successor provision thereto.


(x)                                   “Independent Directors” means those members
of the Board of Directors who qualify at any given time as “independent”
directors under Nasdaq Marketplace Rule 4200, “non-employee” directors under
Rule 16b-3 of the 1934 Act, and “outside” directors under Section 162(m) of the
Code.



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(y)                                 “Non-Employee Director” means a director of
the Company who is not a common law employee of the Company or an Affiliate.


(z)                                   “Nonstatutory Stock Option” means an Option
that is not an Incentive Stock Option.


(aa)                            “Option” means a right granted to a
Participant under Article 7 of the Plan to purchase Stock at a specified price
during specified time periods.  An Option
may be either an Incentive Stock Option or a Nonstatutory Stock Option.


(bb)                          “Other Stock-Based Award” means a right,
granted to a Participant under Article 13, that relates to or is valued by
reference to Stock or other Awards relating to Stock.


(cc)                            “Parent” means a corporation, limited
liability company, partnership or other entity which owns or beneficially owns
a majority of the outstanding voting stock or voting power of the Company.
Notwithstanding the above, with respect to an Incentive Stock Option, Parent
shall have the meaning set forth in Section 424(e) of the Code.


(dd)                          “Participant” means a person who, as an
employee, officer or director of the Company or any Affiliate, has been granted
an Award under the Plan; provided that in the case of the death of a
Participant, the term “Participant” refers to a beneficiary designated pursuant
to Section 14.4 or the legal guardian or other legal representative acting in a
fiduciary capacity on behalf of the Participant under applicable state law and
court supervision.


(ee)                            “Performance Award” means any award granted
under the Plan pursuant to Article 10.


(ff)                                “Performance-Based Cash Award” means a cash
award granted to a Participant under Section 10.2 to be paid upon achievement
of such performance goals as the Committee establishes with regard to such
Award.  Grants of such Performance-Based
Cash Awards may be made in accordance with the terms, conditions and parameters
of a sub-plan, if any, as in effect from time to time.


(gg)                          “Person” means any individual, entity or
group, within the meaning of Section 3(a)(9) of the 1934 Act and as used in
Section 13(d)(3) or 14(d)(2) of the 1934 Act.


(hh)                          “Plan” means the GB&T Bancshares, Inc.
2007 Omnibus Long-Term Incentive Plan, as amended from time to time.


(ii)                                  “Qualified Performance-Based Award” means an
Award that is either (i) intended to qualify for the Section 162(m) Exemption
and is made subject to performance goals based on Qualified Business Criteria
as set forth in Section 11.2, or (ii) an Option or SAR having an exercise price
equal to or greater than the Fair Market Value of the underlying Stock as of
the Grant Date.


(jj)                                  “Qualified Business Criteria” means one or
more of the Business Criteria listed in Section 11.2 upon which performance
goals for certain Qualified Performance-Based Awards may be established by the
Committee.


(kk)                            “Restricted Stock Award” means Stock granted
to a Participant under Article 9 that is subject to certain restrictions and to
risk of forfeiture.


(ll)                                  “Restricted Stock Unit Award” means the right
granted to a Participant under Article 9 to receive shares of Stock (or the
equivalent value in cash or other property if the Committee so provides) in the
future, which right is subject to certain restrictions and to risk of
forfeiture.


(mm)                      “Retirement” means a Participant’s voluntary
termination of employment with the Company or an Affiliate after attaining any
normal or early retirement age specified in any pension, profit sharing or
other retirement program sponsored by the Company, or, in the event of the
inapplicability thereof with respect to the Participant in question, after
attaining age 65 with at least five years of service with the Company or its
Affiliates.



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(nn)                          “Section 162(m) Exemption” means the
exemption from the limitation on deductibility imposed by Section 162(m) of the
Code that is set forth in Section 162(m)(4)(C) of the Code or any successor
provision thereto.


(oo)                          “Shares” means shares of the Company’s
Stock.  If there has been an adjustment
or substitution pursuant to Section 15.1, the term “Shares” shall also include
any shares of stock or other securities that are substituted for Shares or into
which Shares are adjusted pursuant to Section 15.1.


(pp)                          “Stock” means the no par value common stock
of the Company and such other securities of the Company as may be substituted
for Stock pursuant to Section 15.1.


(qq)                          “Stock Appreciation Right” or “SAR” means a
right granted to a Participant under Article 8 to receive a payment equal to
the difference between the Fair Market Value of a Share as of the date of
exercise of the SAR over the grant price of the SAR, all as determined pursuant
to Article 8.


(rr)                                “Subsidiary” means any corporation, limited
liability company, partnership or other entity of which a majority of the
outstanding voting stock or voting power is beneficially owned directly or
indirectly by the Company. Notwithstanding the above, with respect to an
Incentive Stock Option, Subsidiary shall have the meaning set forth in Section
424(f) of the Code.


(ss)                            “1933 Act” means the Securities Act of 1933,
as amended from time to time.


(tt)                                “1934 Act” means the Securities Exchange Act
of 1934, as amended from time to time.


ARTICLE 3

EFFECTIVE TERM OF PLAN


3.1.                              EFFECTIVE DATE.  The
Plan shall be effective as of the date it is last approved by both the Board
and the shareholders of the Company (the “Effective Date”).


3.2.                              TERMINATION OF PLAN.  The
Plan shall terminate on the tenth anniversary of the Effective Date unless
earlier terminated as provided herein.  The termination of the Plan on such date shall not
affect the validity of any Award outstanding on the date of termination, which
shall continue to be governed by the applicable terms and conditions of
this Plan.  Notwithstanding the
foregoing, no Incentive Stock Options may be granted more than ten (10) years
after the earlier of (a) adoption of this Plan by the Board, or (b) the
Effective Date.


ARTICLE 4

ADMINISTRATION


4.1.                              COMMITTEE.  The Plan shall be administered
by a Committee appointed by the Board (which Committee shall consist of at
least two directors) or, at the discretion of the Board from time to time, the
Plan may be administered by the Board. 
It is intended that at least two of the directors appointed to serve on
the Committee shall be Independent Directors and that any such members of the
Committee who do not so qualify shall abstain from participating in any
decision to make or administer Awards that are made to Eligible Participants
who at the time of consideration for such Award (i) are persons subject to the
short-swing profit rules of Section 16 of the 1934 Act, or (ii) are reasonably
anticipated to become Covered Employees during the term of the Award.  However, the mere fact that a Committee
member shall fail to qualify as an Independent Director or shall fail to
abstain from such action shall not invalidate any Award made by the Committee
which Award is otherwise validly made under the Plan.  The members of the Committee shall be
appointed by, and may be changed at any time and from time to time in the
discretion of, the Board.  Unless and
until changed by the Board, the Compensation Committee of the Board is
designated as the Committee to administer the Plan.  The Board may reserve to itself any or all of
the authority and responsibility of the Committee under the Plan or may act as
administrator of the Plan for any and all purposes.  To the extent the Board has reserved any
authority and responsibility or 



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during any time that the Board is acting as administrator of the Plan,
it shall have all the powers of the Committee hereunder, and any reference
herein to the Committee (other than in this Section 4.1) shall include the
Board.  To the extent any action of the
Board under the Plan conflicts with actions taken by the Committee, the actions
of the Board shall control.


4.2.                              ACTION AND INTERPRETATIONS BY THE COMMITTEE.  For
purposes of administering the Plan, the Committee may from time to time adopt
rules, regulations, guidelines and procedures for carrying out the provisions
and purposes of the Plan and make such other determinations, not inconsistent
with the Plan, as the Committee may deem appropriate.  The Committee’s interpretation of the Plan,
any Awards granted under the Plan, any Award Certificate and all decisions and
determinations by the Committee with respect to the Plan are final, binding,
and conclusive on all parties.  Each
member of the Committee is entitled to, in good faith, rely or act upon any
report or other information furnished to that member by any officer or other
employee of the Company or any Affiliate, the Company’s or an Affiliate’s
independent certified public accountants, Company counsel or any executive
compensation consultant or other professional retained by the Company to assist
in the administration of the Plan.


4.3.                              AUTHORITY OF COMMITTEE. 
Except as provided in Section 4.1 and 4.4 hereof, the Committee has the
exclusive power, authority and discretion to:


(a)                                  Grant Awards;


(b)                                 Designate Participants;


(c)                                  Determine the type or types of Awards to be
granted to each Participant;


(d)                                 Determine the number of Awards to be granted
and the number of Shares or dollar amount to which an Award will relate;


(e)                                  Accelerate the vesting, exercisability or
lapse of restrictions of any outstanding Award, subject to and in accordance
with Article 11 (as to Qualified Performance-Based Awards) or Article 14;


(f)                                    Determine whether, to what extent, and under
what circumstances an Award may be settled in, or the exercise price of an
Award may be paid in, cash, Stock, other Awards, or other property, or an Award
may be canceled, forfeited, or surrendered;


(g)                                 Prescribe the form of each Award Certificate,
which need not be identical for each Participant;


(h)                                 Decide all other matters that must be
determined in connection with an Award;


(i)                                     Establish, adopt or revise any rules,
regulations, guidelines or procedures as it may deem necessary or advisable to
administer the Plan;


(j)                                     Make all other decisions and determinations
that may be required under the Plan or as the Committee deems necessary or
advisable to administer the Plan;


(k)                                  Amend the Plan or any Award Certificate as
provided herein; and



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(l)                                     Adopt such modifications, procedures, and
subplans as may be necessary or desirable to comply with provisions of the laws
of non-U.S. jurisdictions in which the Company or any Affiliate may operate, in
order to assure the viability of the benefits of Awards granted to participants
located in such other jurisdictions and to meet the objectives of the Plan.


4.4.                              DELEGATION.


 (a)       Administrative
Duties.  The Committee may delegate to one or more of
its members or to one or more officers of the Company or an Affiliate or to one
or more agents or advisors such administrative duties or powers as it may deem
advisable, and the Committee or any individuals to whom it has delegated duties
or powers as aforesaid may employ one or more individuals to render advice with
respect to any responsibility the Committee or such individuals may have under
this Plan.


(b)         Special Committee.  The
Board may, by resolution, expressly delegate to a special committee, consisting
of one or more directors who are also officers of the Company, the authority,
within specified parameters as to the number and terms of Awards, to (i)
designate officers and/or employees of the Company or any of its Affiliates to
be recipients of Awards under the Plan, and (ii) to determine the number of
such Awards to be received by any such Participants; provided, however, that
such delegation of duties and responsibilities to an officer of the Company may
not be made with respect to the grant of Awards to eligible participants (a)
who are subject to Section 16(a) of the 1934 Act at the Grant Date, or (b) who
as of the Grant Date are reasonably anticipated to be become Covered Employees
during the term of the Award.  The acts
of such delegates shall be treated hereunder as acts of the Board and such
delegates shall report regularly to the Board and the Compensation Committee
regarding the delegated duties and responsibilities and any Awards so granted.


4.5.                              AWARD CERTIFICATES.  Each
Award shall be evidenced by an Award Certificate.  Each Award Certificate shall include such
provisions, not inconsistent with the Plan, as may be specified by the
Committee.


ARTICLE 5

SHARES SUBJECT TO THE PLAN


5.1.                              NUMBER OF SHARES. 
Subject to adjustment as provided in Sections 5.2 and Section 15.1, the
aggregate number of Shares reserved and available for issuance pursuant to
Awards granted under the Plan shall be 1,000,000.  The maximum number of Shares that may be
issued upon exercise of Incentive Stock Options granted under the Plan shall be
1,000,000.


5.2.                              SHARE COUNTING.  Shares
covered by an Award shall be debited from the Plan share reserve as of the date
of grant, but shall be added back to the Plan share reserve in accordance with
this Section 5.2.


(a)          To the extent that an Award is canceled,
terminates, expires, is forfeited or lapses for any reason, in whole or in
part, any unissued or forfeited Shares subject to the Award will again be
available for issuance pursuant to Awards granted under the Plan.


(b)         Shares subject to Awards settled in cash will again be available for
issuance pursuant to Awards granted under the Plan. In addition, to the extent
than an Award initially may be settled in Shares but ultimately is settled in
cash, the Shares subject to such Award will again be available for issuance
pursuant to Awards granted under the Plan.


(c)          If Shares (including shares issued on the date of grant of an Award)
are tendered to the Company (by either actual delivery or by attestation), or
are withheld from the Award, to satisfy the exercise price or tax liability
resulting from an Award, such tendered or withheld shares shall be deemed to 



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have
been delivered to the Participant for purposes of determining the maximum
number of Shares available for delivery under the Plan (and such shares shall
not be added back to the Plan share reserve).


(d)         Substitute Awards granted pursuant to Section 14.10 of the Plan shall
not count against the Shares otherwise available for issuance under the Plan
under Section 5.1.


5.3.                              STOCK DISTRIBUTED.  Any
Stock distributed pursuant to an Award may consist, in whole or in part, of
authorized and unissued Stock, treasury Stock or Stock purchased on the open
market.


5.4.                              LIMITATION ON AWARDS. 
Notwithstanding any provision in the Plan to the contrary (but subject
to adjustment as provided in Section 15.1):


(a)          Options.  The maximum aggregate number
of Shares subject to Options granted under the Plan in any 12-month period to
any one Participant shall be 100,000.


(b)         SARs.  The maximum number of Shares
subject to Stock Appreciation Rights granted under the Plan in any 12-month
period to any one Participant shall be 100,000.


(c)          Restricted Stock or Restricted Stock Units.  The
maximum aggregate number of Shares underlying of Awards of Restricted Stock or
Restricted Stock Units under the Plan in any 12-month period to any one
Participant shall be 100,000.


(d)         Performance-Based Cash Awards.  The
maximum aggregate amount awarded or credited with respect to Performance-Based
Cash Awards under the Plan to any one Participant in any 12-month period shall
be $500,000.


(e)          Other Stock-Based
Awards.  The maximum aggregate grant
with respect to Other Stock-Based Awards under the Plan in any 12-month period
to any one Participant shall be 100,000 Shares.


ARTICLE 6

ELIGIBILITY


6.1.                              GENERAL.  Awards may be granted only to
Eligible Participants.  Incentive Stock
Options may be granted to only to Eligible Participants who are employees of
the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of
the Code.  Eligible Participants who are
employees of an Affiliate may only be granted Options or SARs to the extent
that the Affiliate is part of: (i) the Company’s controlled group of
corporations, or (ii) a trade or business under common control with the
Company, as of the Grant Date, as determined within the meaning of Code Section
414(b) or 414(c), and substituting for this purpose ownership of at least 50%
(or 20% in the case of an Option or SAR granted to an employee of a joint
venture partner based on “legitimate business criteria” within the meaning of
Code Section 409A), of the Affiliate to determine the members of the controlled
group of corporations and the entities under common control.


ARTICLE 7

STOCK OPTIONS


7.1.                              GENERAL.  The Committee is authorized to
grant Options to Participants on the following terms and conditions:


(a)                                  EXERCISE PRICE.  The
exercise price per Share under an Option shall be determined by the Committee,
provided that the exercise price for any Option (other than an 



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Option issued as a substitute Award pursuant
to Section 14.11) shall not be less than the Fair Market Value as of the Grant
Date.


(b)                                 PROHIBITION ON REPRICING. 
Except as otherwise provided in Section 15.1, the exercise price of an
Option may not be reduced, directly or indirectly by cancellation and regrant
or otherwise, without the prior approval of the shareholders of the Company.


(c)                                  TIME AND CONDITIONS OF EXERCISE.  The
Committee shall determine the time or times at which an Option may be exercised
in whole or in part, subject to Section 7.1(e). 
The Committee shall also determine the performance or other conditions,
if any, that must be satisfied before all or part of an Option may be exercised
or vested.


(d)                                 PAYMENT.  The Committee shall determine
the methods by which the exercise price of an Option may be paid, the form of
payment, including, without limitation, cash, Shares, or other property
(including “cashless exercise” arrangements), and the methods by which Shares
shall be delivered or deemed to be delivered to Participants.


(e)                                  EXERCISE TERM. 
Except for Nonstatutory Options granted to Participants outside the
United States, no Option granted under the Plan shall be exercisable for more
than ten years from the Grant Date.


(f)                                    NO DEFERRAL FEATURE.  No Option shall provide for any feature for the
deferral of compensation other than the deferral of recognition of income until
the later of the exercise or disposition of the Option, or the time the Stock
acquired pursuant to the exercise of the Option first becomes substantially
vested.


7.2.                              INCENTIVE STOCK OPTIONS.  The
terms of any Incentive Stock Options granted under the Plan must comply with
the requirements of Section 422 of the Code. 
If all of the requirements of Section 422 of the Code are not met, the
Option shall automatically become a Nonstatutory Stock Option.


ARTICLE 8

STOCK APPRECIATION RIGHTS


8.1.                              GRANT OF STOCK APPRECIATION RIGHTS.  The
Committee is authorized to grant Stock Appreciation Rights to Participants on
the following terms and conditions:


(a)                                  RIGHT TO PAYMENT.  Upon
the exercise of a SAR, the Participant to whom it is granted has the right to
receive, for each Share with respect to which the SAR is being exercised, the
excess, if any, of:


(1)                                        The Fair Market Value of one Share on the
date of exercise; over


(2)                                        The base price of the SAR as determined by
the Committee, which shall not be less than the Fair Market Value of one Share
on the Grant Date.


(b)                                 PROHIBITION ON REPRICING. 
Except as otherwise provided in Section 15.1, the base price of a SAR
may not be reduced, directly or indirectly by cancellation and regrant or
otherwise, without the prior approval of the shareholders of the Company.



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(c)                                  EXERCISE TERM. 
Except for SARs granted to Participants outside the United States, no
SAR shall be exercisable for more than ten years from the Grant Date.


(d)                                 NO DEFERRAL FEATURE.  No SAR shall
provide for any feature for the deferral of compensation other than the
deferral of recognition of income until the later of the exercise of the SAR, or the time any Stock acquired pursuant to the
exercise of the SAR first becomes
substantially vested.


(e)                                  OTHER TERMS.  All SARs shall be evidenced by
an Award Certificate.  Subject to the
limitations of this Article 8, the terms, methods of exercise, methods of
settlement, form of consideration payable in settlement, and any other terms
and conditions of any SAR shall be determined by the Committee at the time of
the grant of the Award and shall be reflected in the Award Certificate.


ARTICLE 9

RESTRICTED
STOCK, RESTRICTED STOCK UNITS

AND DEFERRED STOCK UNITS


9.1.                              GRANT OF RESTRICTED STOCK, RESTRICTED STOCK
UNITS AND DEFERRED STOCK UNITS.  The Committee is authorized to make Awards of
Restricted Stock, Restricted Stock Units or Deferred Stock Units to
Participants in such amounts and subject to such terms and conditions as may be
selected by the Committee.  An Award of
Restricted Stock, Restricted Stock Units or Deferred Stock Units shall be
evidenced by an Award Certificate setting forth the terms, conditions, and
restrictions applicable to the Award.


9.2.                              ISSUANCE AND RESTRICTIONS. 
Restricted Stock, Restricted Stock Units or Deferred Stock Units shall
be subject to such restrictions on transferability and other restrictions as
the Committee may impose (including, without limitation, limitations on the
right to vote Restricted Stock or the right to receive dividends on the
Restricted Stock).  These restrictions
may lapse separately or in combination at such times, under such circumstances,
in such installments, upon the satisfaction of performance goals or otherwise,
as the Committee determines at the time of the grant of the Award or
thereafter.  Except as otherwise provided
in an Award Certificate or any special Plan document governing an Award, the
Participant shall have all of the rights of a shareholder with respect to the
Restricted Stock, and the Participant shall have none of the rights of a
shareholder with respect to Restricted Stock Units or Deferred Stock Units
until such time as Shares of Stock are paid in settlement of the Restricted
Stock Units or Deferred Stock Units. 
Unless otherwise provided in the applicable Award Agreement, Awards of
Restricted Stock will be entitled to full dividend rights and any dividends
paid thereon will be paid or distributed to the holder no later than the end of
the calendar year in which the dividends are paid to shareholders or, if later,
the 15th  day of the third month following the date the
dividends are paid to shareholders.


9.3.                              FORFEITURE.  Except as otherwise determined
by the Committee at the time of the grant of the Award or thereafter, upon
termination of Continuous Status as a Participant during the applicable
restriction period or upon failure to satisfy a performance goal during the
applicable restriction period, Restricted Stock or Restricted Stock Units that
are at that time subject to restrictions shall be forfeited.


9.4.                              DELIVERY OF RESTRICTED STOCK. 
Shares of Restricted Stock shall be delivered to the Participant at the
time of grant either by book-entry registration or by delivering to the
Participant, or a custodian or escrow agent (including, without limitation, the
Company or one or more of its employees) designated by the Committee, a stock
certificate or certificates registered in the name of the Participant.  If physical certificates representing shares
of Restricted Stock are registered in the name of 



 10
 









the
Participant, such certificates must bear an appropriate legend referring to the
terms, conditions, and restrictions applicable to such Restricted Stock.


ARTICLE 10

PERFORMANCE AWARDS


10.1.                        GRANT OF PERFORMANCE AWARDS.  The
Committee is authorized to grant any Award under this Plan with
performance-based vesting criteria, on such terms and conditions as may be
selected by the Committee.  The Committee
shall have the complete discretion to determine the number of Performance
Awards granted to each Participant, subject to Section 5.4, and to designate
the provisions of such Performance Awards as provided in Section 4.3.  All Performance Awards shall be evidenced by
an Award Certificate or a written program established by the Committee,
pursuant to which Performance Awards are awarded under the Plan under uniform
terms, conditions and restrictions set forth in such written program.


10.2.                        PERFORMANCE-BASED CASH AWARDS.  In
addition to other Performance Awards, the Committee is authorized to grant
Performance-Based Cash Awards.  The grant
of a Performance-Based Cash Award to a Participant will entitle the Participant
to receive at a specified later time an amount of cash variable and conditioned
upon the satisfaction of the performance goals in the Award and the other terms
and conditions thereof as may be selected by the Committee.  Grants of such Performance-Based Cash Awards
may be made in accordance with the terms, conditions and parameters of a sub-plan,
if any, as in effect from time to time.


10.3.                        PERFORMANCE GOALS.  The
Committee may establish performance goals for Performance Awards which may be
based on any criteria selected by the Committee.  Such performance goals may be described in terms
of Company-wide objectives or in terms of objectives that relate to the
performance of the Participant, an Affiliate or a division, region, department
or function within the Company or an Affiliate. 
If the Committee determines that a change in the business, operations,
corporate structure or capital structure of the Company or the manner in which
the Company or an Affiliate conducts its business, or other events or
circumstances render performance goals to be unsuitable, the Committee may
modify such performance goals in whole or in part, as the Committee deems
appropriate.  If a Participant is
promoted, demoted or transferred to a different business unit or function
during a performance period, the Committee may determine that the performance
goals or performance period are no longer appropriate and may (i) adjust,
change or eliminate the performance goals or the applicable performance period
as it deems appropriate to make such goals and period comparable to the initial
goals and period, or (ii) make a cash payment to the participant in an amount
determined by the Committee.  The
foregoing two sentences shall not apply with respect to a Performance Award
that is intended to be a Qualified Performance-Based Award if the recipient of
such award (a) was a Covered Employee on the date of the modification,
adjustment, change or elimination of the performance goals or performance
period, or (b) in the reasonable judgment of the Committee, may be a Covered
Employee on the date the Performance Award is expected to be paid.


ARTICLE 11

QUALIFIED PERFORMANCE-BASED
AWARDS


11.1.                        OPTIONS AND STOCK APPRECIATION RIGHTS.  The
provisions of the Plan are intended to ensure that all Options and Stock
Appreciation Rights granted hereunder to any Covered Employee shall qualify for
the Section 162(m) Exemption.


11.2.                        OTHER AWARDS.  When
granting any other Award, including Performance-Based Cash Awards, the
Committee may designate such Award as a Qualified Performance-Based Award,
based 



 11
 









upon
a determination that the recipient is or may be a Covered Employee with respect
to such Award, and the Committee wishes such Award to qualify for the Section
162(m) Exemption.  If an Award is so
designated, the Committee shall establish performance goals for such Award
within the time period prescribed by Section 162(m) of the Code based on one or
more of the following Qualified Business Criteria, which may be expressed in
terms of Company-wide objectives or in terms of objectives that relate to the
performance of an Affiliate or a division, region, department or function
within the Company or an Affiliate:


Revenue


Profit (net profit, gross profit, operating profit, economic profit,
profit margins or other corporate profit measures, whether before or
after taxes)


Earnings (earnings per share, or other corporate earnings measures)


Net income (before or after taxes, operating income or other income
measures)


Net interest margin


Cash (cash flow, cash generation or other cash measures)


Stock price or performance


Total shareholder return (stock price appreciation plus reinvested
dividends divided by beginning share price)


Economic value added


Return measures (including, but not limited to,
return on assets, capital, equity, investments or sales, and cash flow return
on assets, capital, equity, or sales);


Market share


Improvements in capital structure


Expenses (expense management, expense ratio, expense efficiency ratios
or other expense measures)


Business expansion or consolidation (acquisitions and divestitures)


Productivity measures


Cost reduction measures


Strategic
plan development and implementation


Performance goals with respect to the foregoing Qualified Business
Criteria may be specified in absolute terms, in percentages, or in terms of
growth from period to period or growth rates over time, as well as measured
relative to the performance of a group of
comparator companies, or a published or special index, or a stock market index,
that the Committee deems appropriate. 
Any member of a comparator group or an index that disappears during a
measurement period shall be disregarded for the entire measurement period.  Performance Goals need not be based upon an
increase or positive result under a business criterion and could include, for
example, the maintenance of the status quo or the limitation of economic losses
(measured, in each case, by reference to a specific business criterion).


11.3.                        PERFORMANCE GOALS.  Each
Qualified Performance-Based Award (other than a market-priced Option or SAR)
shall be earned, vested and payable (as applicable) only upon the achievement
of performance goals established by the Committee based upon one or more of the
Qualified Business Criteria, together with the satisfaction of any other
conditions, such as continued employment, as the Committee may determine to be
appropriate; provided, however, that the Committee may provide, either in
connection with the grant thereof or by amendment thereafter, that achievement
of such performance goals will be waived, in whole or in part, upon (i) the
termination of employment of a Participant by reason of death, Retirement or
Disability, or (ii) the occurrence of a Change in Control. Performance periods
established by the Committee for any such Qualified Performance-Based Award may
be as short as three months and may be any longer period.


11.4.                        INCLUSIONS AND EXCLUSIONS FROM PERFORMANCE
CRITERIA.  The Committee may provide in any Qualified
Performance-Based Award that any evaluation of performance 



 12
 









will
include or exclude any of the following events that occurs during a performance
period: (a) asset write-downs or impairment charges; (b) litigation or claim
judgments or settlements; (c) the effect of changes in tax laws, accounting
principles or other laws or provisions affecting reported results; (d) accruals
for reorganization and restructuring programs; (e) extraordinary nonrecurring
items as described in Accounting Principles Board Opinion No. 30; (f)
extraordinary nonrecurring items as described in management’s discussion and
analysis of financial condition and results of operations appearing in the
Company’s annual report to shareholders for the applicable year; (g)
acquisitions or divestitures; and (h) foreign exchange gains and losses.  To the extent such inclusions or exclusions
affect Awards to Covered Employees, they shall be prescribed in a form that
meets the requirements of Code Section 162(m) for deductibility.


11.5.                        CERTIFICATION OF PERFORMANCE GOALS.  Any
payment of a Qualified Performance-Based Award granted with performance goals
pursuant to Section 11.3 above shall be conditioned on the written
certification of the Committee in each case that the performance goals and any
other material conditions were satisfied. 
Except as specifically provided in Section 11.3, no Qualified
Performance-Based Award held by a Covered Employee or by an employee who in the
reasonable judgment of the Committee may be a Covered Employee on the date of
payment, may be amended, nor may the Committee exercise any discretionary
authority it may otherwise have under the Plan with respect to a Qualified Performance-Based
Award under the Plan, in any manner to waive the achievement of the applicable
performance goal based on Qualified Business Criteria or to increase the amount
payable pursuant thereto or the value thereof, or otherwise in a manner that
would cause the Qualified Performance-Based Award to cease to qualify for the
Section 162(m) Exemption.


11.6.                        AWARD LIMITS. 
Section 5.4 sets forth the maximum number of Shares or dollar value that
may be granted in any one-year period to a Participant in designated forms of
Qualified Performance-Based Awards.


ARTICLE 12

DIVIDEND EQUIVALENTS


12.1.                        GRANT OF DIVIDEND EQUIVALENTS.  The
Committee is authorized to grant Dividend Equivalents with respect to Full
Value Awards granted hereunder, subject to such terms and conditions as may be
selected by the Committee.  Dividend
Equivalents shall entitle the Participant to receive payments equal to
dividends with respect to all or a portion of the number of Shares subject to a
Full Value Award, as determined by the Committee.  The Committee may provide that Dividend
Equivalents be paid or distributed when accrued or be deemed to have been
reinvested in additional Shares, or otherwise reinvested.  Unless otherwise provided in the applicable
Award Agreement, Dividend Equivalents will be paid or distributed no later than
the 15th day of
the 3rd month
following the later of (i) the calendar year in which the corresponding
dividends were paid to shareholders, or (ii) the first calendar year in which
the Participant’s right to such Dividends Equivalents is no longer subject to a
substantial risk of forfeiture.


ARTICLE 13

STOCK OR OTHER STOCK-BASED AWARDS


13.1.                        GRANT OF STOCK OR OTHER STOCK-BASED AWARDS.  The
Committee is authorized, subject to limitations under applicable law, to grant
to Participants such other Awards that are payable in, valued in whole or in
part by reference to, or otherwise based on or related to Shares, as deemed by
the Committee to be consistent with the purposes of the Plan, including without
limitation Shares awarded purely as a “bonus” and not subject to any
restrictions or conditions, convertible or exchangeable debt securities, other
rights convertible or exchangeable into Shares, and Awards valued by reference
to book value of Shares or the value of securities of or the performance of
specified Parents or Subsidiaries.  The
Committee shall determine the terms and conditions of such Awards.



 13
 









ARTICLE 14

PROVISIONS APPLICABLE TO AWARDS


14.1.                        TERM OF AWARD.  The
term of each Award shall be for the period as determined by the Committee,
provided that in no event shall the term of any Option or a Stock Appreciation
Right exceed a period of ten years from its Grant Date.


14.2.                        FORM OF PAYMENT FOR AWARDS.  At
the discretion of the Committee, payment of Awards may be made in cash, Stock,
a combination of cash and Stock, or any other form of property as the Committee
shall determine.  In addition, payment of
Awards may include such terms, conditions, restrictions and/or limitations, if
any, as the Committee deems appropriate, including, in the case of Awards paid
in the form of Stock, restrictions on transfer and forfeiture provisions.  Further, payment of Awards may be made in the
form of a lump sum, or in installments, as determined by the Committee;
provided, however, that no payment of Awards shall be made earlier than the
first date that such payment may be made without causing a violation of Section
409A of the Code.


14.3.                        LIMITS ON TRANSFER.  No
right or interest of a Participant in any unexercised or restricted Award may
be pledged, encumbered, or hypothecated to or in favor of any party other than
the Company or an Affiliate, or shall be subject to any lien, obligation, or
liability of such Participant to any other party other than the Company or an
Affiliate.  No unexercised or restricted
Award shall be assignable or transferable by a Participant other than by will
or the laws of descent and distribution; provided, however, that the Committee
may (but need not) permit other transfers (other than transfers for value)
where the Committee concludes that such transferability (i) does not result in
accelerated taxation, (ii) does not cause any Option intended to be an
Incentive Stock Option to fail to be described in Code Section 422(b), and
(iii) is otherwise appropriate and desirable, taking into account any factors
deemed relevant, including without limitation, state or federal tax or
securities laws applicable to transferable Awards.


14.4.                        BENEFICIARIES. 
Notwithstanding Section 14.3, a Participant may, in the manner
determined by the Committee, designate a beneficiary to exercise the rights of
the Participant and to receive any distribution with respect to any Award upon
the Participant’s death.  A beneficiary,
legal guardian, legal representative, or other person claiming any rights under
the Plan is subject to all terms and conditions of the Plan and any Award
Certificate applicable to the Participant, except to the extent the Plan and
Award Certificate otherwise provide, and to any additional restrictions deemed
necessary or appropriate by the Committee. 
If no beneficiary has been designated or survives the Participant,
payment shall be made to the Participant’s estate.  Subject to the foregoing, a beneficiary
designation may be changed or revoked by a Participant at any time provided the
change or revocation is filed with the Committee.


14.5.                        STOCK TRADING RESTRICTIONS.  All
Stock issuable under the Plan is subject to any stop-transfer orders and other
restrictions as the Committee deems necessary or advisable to comply with
federal or state securities laws, rules and regulations and the rules of any
national securities exchange or automated quotation system on which the Stock
is listed, quoted, or traded.  The
Committee may place legends on any Stock certificate or issue instructions to
the transfer agent to reference restrictions applicable to the Stock.


14.6.                        ACCELERATION UPON DEATH OR DISABILITY. 
Except as otherwise provided in the Award Certificate or any special
Plan document governing an Award, upon the termination of a person’s Continuous
Status as a Participant by reason of death or Disability, (i) all of such
Participant’s outstanding Options, SARs, and other Awards in the nature of
rights that may be exercised shall become 



 14
 









fully
exercisable, (ii) all time-based vesting restrictions on the Participant’s
outstanding Awards shall lapse, and (iii) the target payout opportunities
attainable under all of such Participant’s outstanding performance-based Awards
shall be deemed to have been fully earned as of the date of termination based
upon (A) an assumed achievement of all relevant performance goals at the “target” level if the date of
termination occurs during the first half of the applicable performance period,
or (B) the actual level of achievement of all relevant performance goals against target, if the date of termination
occurs during the second half of the applicable performance period, and,
in either such case, there shall be a prorata payout to the Participant or his
or her estate within thirty (30) days following the date of termination (or, if
later, the first date that such payment may be made without causing a violation
of Section 409A of the Code) based upon the
length of time within the performance period that has elapsed prior to
the date of termination.  Any Awards
shall thereafter continue or lapse in accordance with the other provisions of
the Plan and the Award Certificate.  To
the extent that this provision causes Incentive Stock Options to exceed the
dollar limitation set forth in Code Section 422(d), the excess Options shall be
deemed to be Nonstatutory Stock Options.


14.7.                        EFFECT OF A CHANGE IN CONTROL. 
Except as otherwise provided in the Award Certificate or any special
Plan document or separate agreement with a Participant governing an Award, upon
the occurrence of a Change in Control, (i) all outstanding Options, SARs, and
other Awards in the nature of rights that may be exercised shall become fully
exercisable, and (ii) all time-based vesting restrictions on outstanding Awards
shall lapse.  Except as otherwise
provided in the Award Certificate or any special Plan document governing an
Award, upon the occurrence of a Change in Control, the target payout
opportunities attainable under all outstanding performance-based Awards shall
be deemed to have been fully earned as of the effective date of the Change in
Control based upon an assumed achievement of all relevant performance goals at
the “target” level and there shall be prorata payout to Participants within
thirty (30) days following the effective date of the Change in Control based
upon the length of time within the 
performance period that has elapsed prior to the Change in Control.


14.8.                        ACCELERATION FOR ANY OTHER REASON. 
Regardless of whether an event has occurred as described in Section 14.6
or 14.7 above, and subject to Article 11 as to Qualified Performance-Based
Awards, the Committee may in its sole discretion at any time determine that all
or a portion of a Participant’s Options, SARs, and other Awards in the nature
of rights that may be exercised shall become fully or partially exercisable,
that all or a part of the time-based vesting restrictions on all or a portion
of the outstanding Awards shall lapse, and/or that any performance-based
criteria with respect to any Awards shall be deemed to be wholly or partially
satisfied, in each case, as of such date as the Committee may, in its sole
discretion, declare.  The Committee may
discriminate among Participants and among Awards granted to a Participant in
exercising its discretion pursuant to this Section 14.8.  Notwithstanding anything in the Plan,
including this Section 14.8, the Committee may not accelerate the payment of
any Award if such acceleration would violate Section 409A(a)(3) of the Code.


 14.9.                     FORFEITURE EVENTS.  The Committee
may specify in an Award Certificate  that
the Participant’s rights, payments and benefits with respect to an Award
shall be subject to reduction, cancellation, forfeiture or recoupment upon the
occurrence of certain specified events, in addition to any otherwise applicable
vesting or performance conditions of an Award. Such events shall include, but
shall not be limited to, termination of employment for cause, violation of
material Company or Affiliate policies, breach of noncompetition, confidentiality
or other restrictive covenants that may
apply to the Participant, or other conduct by the Participant that is
detrimental to the business or reputation of the Company or any Affiliate.


14.10.                  SUBSTITUTE AWARDS.  The
Committee may grant Awards under the Plan in substitution for stock and
stock-based awards held by employees of another entity who become employees of
the Company or an Affiliate as a result of a merger or consolidation of the
former 



 15
 









employing
entity with the Company or an Affiliate or the acquisition by the Company or an
Affiliate of property or stock of the former employing corporation.  The Committee may direct that the substitute
awards be granted on such terms and conditions as the Committee considers
appropriate in the circumstances.


ARTICLE 15

CHANGES IN CAPITAL STRUCTURE


15.1.                        MANDATORY ADJUSTMENTS.  In the event of a nonreciprocal transaction
between the Company and its shareholders that causes the per-share value of the
Stock to change (including, without limitation, any stock dividend, stock
split, spin-off, rights offering, or large nonrecurring cash dividend), the
authorization limits under Section 5.1 and 5.4 shall be adjusted
proportionately, and the Committee shall
make such adjustments to the Plan and Awards as it deems necessary, in its sole
discretion, to prevent dilution or enlargement of rights immediately resulting
from such transaction.  Action by the
Committee may include: (i) adjustment of the number and kind of shares that may
be delivered under the Plan; (ii) adjustment of the number and kind of shares
subject to outstanding Awards; (iii) adjustment of the exercise price of
outstanding Awards or the measure to be used to determine the amount of the
benefit payable on an Award; and (iv) any other adjustments that the Committee
determines to be equitable.  Without
limiting the foregoing, in the event of a subdivision of the outstanding
Stock (stock-split), a declaration of a dividend payable in Shares, or a
combination or consolidation of the outstanding Stock into a lesser number of
Shares, the authorization limits under Section 5.1 and 5.4 shall automatically
be adjusted proportionately, and the Shares then subject to each Award shall
automatically, without the necessity for any additional action by the
Committee, be adjusted proportionately without any change in the aggregate
purchase price therefor.


15.2                           DISCRETIONARY
ADJUSTMENTS.  Upon the occurrence or in
anticipation of any corporate event or transaction involving the Company
(including, without limitation, any merger, reorganization, recapitalization,
combination or exchange of shares, or any transaction described in Section
15.1), the Committee may, in its
sole discretion, provide (i) that Awards will be settled in cash rather than
Stock, (ii) that Awards will become immediately vested and exercisable and will
expire after a designated period of time to the extent not then exercised,
(iii) that Awards will be assumed by another party to a transaction or
otherwise be equitably converted or substituted in connection with such
transaction, (iv) that outstanding Awards may be settled by payment in cash or
cash equivalents equal to the excess of the Fair Market Value of the underlying
Stock, as of a specified date associated with the transaction, over the
exercise price of the Award, (v) that performance targets and performance
periods for Performance Awards will be modified, consistent with Code Section
162(m) where applicable, or (vi) any combination of the foregoing.  The Committee’s determination need not be
uniform and may be different for different Participants whether or not such
Participants are similarly situated.


15.3                           GENERAL.  Any discretionary adjustments
made pursuant to this Article 15 shall be subject to the provisions of Section
16.2.  To the extent that any adjustments
made pursuant to this Article 15 cause Incentive Stock Options to cease to
qualify as Incentive Stock Options, such Options shall be deemed to be
Nonstatutory Stock Options.


ARTICLE 16

AMENDMENT, MODIFICATION AND TERMINATION


16.1.                        AMENDMENT, MODIFICATION AND TERMINATION.  The
Board or the Committee may, at any time and from time to time, amend, modify or
terminate the Plan without shareholder approval; provided, however, that if an amendment to the Plan would, in the
reasonable opinion of the Board or the Committee, either (i) materially
increase the number of Shares available under the Plan, 



 16
 









(ii) expand the types of awards under the Plan, (iii)
materially expand the class of participants eligible to participate in the
Plan, (iv) materially extend the term of the Plan, or (v) otherwise constitute
a material change requiring shareholder approval under applicable laws, policies or regulations or the
applicable listing or other requirements of an Exchange, then such amendment shall be subject to shareholder
approval; and provided, further, that the Board or Committee may
condition any other amendment or modification on the approval of shareholders
of the Company for any reason, including by reason of such approval being
necessary or deemed advisable (i) to comply with the listing or other
requirements of an Exchange, or (ii) to satisfy any other tax, securities or
other applicable laws, policies or regulations.


16.2.                        AWARDS PREVIOUSLY GRANTED.  At
any time and from time to time, the Committee may amend, modify or terminate
any outstanding Award without approval of the Participant; provided, however:


(a)                                  Subject to the terms of the applicable Award
Certificate, such amendment, modification or termination shall not, without the
Participant’s consent, reduce or diminish the value of such Award determined as
if the Award had been exercised, vested, cashed in or otherwise settled on the
date of such amendment or termination (with the per-share value of an Option or
SAR for this purpose being calculated as the excess, if any, of the Fair Market
Value as of the date of such amendment or termination over the exercise or base
price of such Award);


(b)                                 The original term of an Option or SAR may not
be extended without the prior approval of the shareholders of the Company;


(c)                                  Except as otherwise provided in Section 15.1,
the exercise price of an Option or SAR may not be reduced, directly or
indirectly, without the prior approval of the shareholders of the Company; and


(d)                                 No termination, amendment, or modification of
the Plan shall adversely affect any Award previously granted under the Plan,
without the written consent of the Participant affected thereby.  An outstanding Award shall not be deemed to
be “adversely affected” by a Plan amendment if such amendment would not reduce
or diminish the value of such Award determined as if the Award had been
exercised, vested, cashed in or otherwise settled on the date of such amendment
(with the per-share value of an Option or SAR for this purpose being calculated
as the excess, if any, of the Fair Market Value as of the date of such
amendment over the exercise or base price of such Award).


16.3.                        COMPLIANCE AMENDMENTS. 
Notwithstanding anything in the Plan or in any Award Certificate to the
contrary, the Board may amend the Plan or an Award Certificate, to take effect
retroactively or otherwise, as deemed necessary or advisable for the purpose of
conforming the Plan or Award Certificate to any present or future law relating
to plans of this or similar nature (including, but not limited to, Section 409A
of the Code), and to the administrative regulations and rulings promulgated
thereunder.  By accepting an Award under
this Plan, a Participant agrees to any amendment made pursuant to this Section
16.3 to any Award granted under the Plan without further consideration or
action.


ARTICLE 17

GENERAL PROVISIONS


17.1.                        RIGHTS OF PARTICIPANTS.


(a)                                  No Participant or any Eligible Participant
shall have any claim to be granted any Award under the Plan.  Neither the Company, its Affiliates nor the
Committee is obligated to treat Participants or Eligible Participants
uniformly, and determinations made under the Plan may be 



 17
 









made by the Committee selectively among
Eligible Participants who receive, or are eligible to receive, Awards (whether
or not such Eligible Participants are similarly situated).


(b)                                 Nothing in the Plan, any Award Certificate or
any other document or statement made with respect to the Plan, shall interfere
with or limit in any way the right of the Company or any Affiliate to terminate
any Participant’s employment or status as an officer, or any Participant’s
service as a director, at any time, nor confer upon any Participant any right
to continue as an employee, officer, or director of the Company or any
Affiliate, whether for the duration of a Participant’s Award or otherwise.


(c)                                  Neither an Award nor any benefits arising
under this Plan shall constitute an employment contract with the Company or any
Affiliate and, accordingly, subject to Article 16, this Plan and the benefits
hereunder may be terminated at any time in the sole and exclusive discretion of
the Committee without giving rise to any liability on the part of the Company
or an of its Affiliates.


(d)                                 No Award gives a Participant any of the
rights of a shareholder of the Company unless and until Shares are in fact
issued to such person in connection with such Award.


17.2.                        WITHHOLDING.  The Company or any Affiliate
shall have the authority and the right to deduct or withhold, or require a
Participant to remit to the Company, an amount sufficient to satisfy federal,
state, and local taxes (including the Participant’s FICA obligation) required
by law to be withheld with respect to any exercise, lapse of restriction or
other taxable event arising as a result of the Plan.  With respect to withholding required upon any
taxable event under the Plan, the Committee may, at the time the Award is
granted or thereafter, require or permit that any such withholding requirement
be satisfied, in whole or in part, by withholding from the Award Shares having
a Fair Market Value on the date of withholding equal to the minimum amount (and
not any greater amount) required to be withheld for tax purposes, all in
accordance with such procedures as the Committee establishes.  All such elections shall be subject to any
restrictions or limitations that the Committee, in its sole discretion, deems
appropriate.


17.3.                      SPECIAL PROVISIONS
RELATED TO SECTION 409A OF THE CODE.


(a)                                  Notwithstanding anything in the Plan or in
any Award Certificate to the contrary, to the extent that any amount or benefit
that would constitute “deferred compensation” for purposes of Section 409A
of the Code would otherwise be payable or distributable under the Plan or any
Award Certificate by reason the occurrence of a Change in Control or the
Participant’s Disability or separation from service, such amount or benefit
will not be payable or distributable to the Participant by reason of such
circumstance unless (i) the circumstances giving rise to such Change in
Control, Disability or separation from service meet the description or
definition of “change in control event”, “disability” or “separation from
service”, as the case may be, in Section 409A of the Code and applicable
proposed or final regulations, or (ii) the payment or distribution of such
amount or benefit would be exempt from the application of Section 409A of
the Code by reason of the short-term deferral exemption or otherwise.  In addition, the payment or distribution of any
amount or benefit by reason of a “separation from service” to any person who is
a “specified employee” (as defined in 
Code Section 409A) shall be delayed for such period of time, if any, as
may be required to avoid a violation of Code Section 409A.  This Section 17.3 does not prohibit the
vesting of any Award or the vesting of any right to eventual payment or
distribution of any amount or benefit under the Plan or any Award Certificate.


(b)                                 Notwithstanding anything in the Plan or in
any Award Certificate to the contrary, to the extent necessary to avoid the
application of Section 409A of the Code, (i) the Committee 



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may not amend an outstanding Option, SAR or
similar Award to extend the time to exercise such Award beyond the later of the
15th day of
the third month following the date at which, or December 31 of the
calendar year in which, the Award would otherwise have expired if the Award had
not been extended, based on the terms of the Award at the original Grant Date
(the “Safe Harbor Extension Period”), and (ii) any purported extension of
the exercise period of an outstanding Award beyond the Safe Harbor Extension
Period shall be deemed to be an amendment to the last day of the Safe Harbor
Extension Period and no later.


17.4.                        UNFUNDED STATUS OF AWARDS.  The
Plan is intended to be an “unfunded” plan for incentive and deferred
compensation.  With respect to any
payments not yet made to a Participant pursuant to an Award, nothing contained
in the Plan or any Award Certificate shall give the Participant any rights that
are greater than those of a general creditor of the Company or any
Affiliate.  This Plan is not intended to
be subject to ERISA.


17.5.                        RELATIONSHIP TO OTHER BENEFITS.  No
payment under the Plan shall be taken into account in determining any benefits
under any pension, retirement, savings, profit sharing, group insurance,
welfare or benefit plan of the Company or any Affiliate unless provided
otherwise in such other plan.


17.6.                        EXPENSES.  The expenses of administering
the Plan shall be borne by the Company and its Affiliates.


17.7.                        TITLES AND HEADINGS.  The
titles and headings of the Sections in the Plan are for convenience of
reference only, and in the event of any conflict, the text of the Plan, rather
than such titles or headings, shall control.


17.8.                        GENDER AND NUMBER. 
Except where otherwise indicated by the context, any masculine term used
herein also shall include the feminine; the plural shall include the singular
and the singular shall include the plural.


17.9.                        FRACTIONAL SHARES.  No
fractional Shares shall be issued and the Committee shall determine, in its
discretion, whether cash shall be given in lieu of fractional Shares or whether
such fractional Shares shall be eliminated by rounding up or down.


17.10.                  GOVERNMENT AND OTHER REGULATIONS.


(a)                                  Notwithstanding any other provision of the
Plan, no Participant who acquires Shares pursuant to the Plan may, during any
period of time that such Participant is an affiliate of the Company (within the
meaning of the rules and regulations of the Securities and Exchange Commission
under the 1933 Act), sell such Shares, unless such offer and sale is made (i)
pursuant to an effective registration statement under the 1933 Act, which is
current and includes the Shares to be sold, or (ii) pursuant to an appropriate
exemption from the registration requirement of the 1933 Act, such as that set
forth in Rule 144 promulgated under the 1933 Act.


(b)                                 Notwithstanding any other provision of the
Plan, if at any time the Committee shall determine that the registration,
listing or qualification of the Shares covered by an Award upon any Exchange or
under any foreign, federal, state or local law or practice, or the consent or
approval of any governmental regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Award or the purchase
or receipt of Shares thereunder, no Shares may be purchased, delivered or
received pursuant to such Award unless and until such registration, listing,
qualification, consent or approval shall have been effected or obtained free of




 19
 









any condition not acceptable to the
Committee.  Any Participant receiving or
purchasing Shares pursuant to an Award shall make such representations and
agreements and furnish such information as the Committee may request to assure
compliance with the foregoing or any other applicable legal requirements.  The Company shall not be required to issue or
deliver any certificate or certificates for Shares under the Plan prior to the
Committee’s determination that all related requirements have been
fulfilled.  The Company shall in no event
be obligated to register any securities pursuant to the 1933 Act or applicable
state or foreign law or to take any other action in order to cause the issuance
and delivery of such certificates to comply with any such law, regulation or
requirement.


17.11.                  GOVERNING LAW.  To
the extent not governed by federal law, the Plan and all Award Certificates
shall be construed in accordance with and governed by the laws of the State of
Georgia.


17.12.                  ADDITIONAL PROVISIONS.  Each
Award Certificate may contain such other terms and conditions as the Committee
may determine; provided that such other terms and conditions are not
inconsistent with the provisions of the Plan.


17.13.                  NO LIMITATIONS ON RIGHTS OF COMPANY.  The
grant of any Award shall not in any way affect the right or power of the
Company to make adjustments, reclassification or changes in its capital or
business structure or to merge, consolidate, dissolve, liquidate, sell or
transfer all or any part of its business or assets.  The Plan shall not restrict the authority of
the Company, for proper corporate purposes, to draft or assume awards, other
than under the Plan, to or with respect to any person.  If the Committee so directs, the Company may
issue or transfer Shares to an Affiliate, for such lawful consideration as the
Committee may specify, upon the condition or understanding that the Affiliate
will transfer such Shares to a Participant in accordance with the terms of an
Award granted to such Participant and specified by the Committee pursuant to
the provisions of the Plan.


17.14.                  INDEMNIFICATION.  Each person who is or shall have been a member of the
Committee, or of the Board, or
an officer of the Company to whom authority was delegated in accordance with
Article 4 shall be indemnified and held harmless by the Company against
and from any loss, cost, liability, or expense that may be imposed upon or
reasonably incurred by him or her in connection with or resulting from any claim, action, suit, or proceeding to which he or
she may be a party or in which he or she may be involved by reason of
any action taken or failure to act under the Plan and against and from any and
all amounts paid by him or her in settlement thereof, with the Company’s
approval, or paid by him or her in satisfaction of any judgment in any such
action, suit, or proceeding against him or
her, provided he or she shall give the Company an opportunity, at its own
expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own
behalf, unless such loss, cost, liability, or expense is a result of his or her
own willful misconduct or except as expressly provided by statute.  The
foregoing right of indemnification shall not be exclusive of any other
rights of indemnification to which such persons may be entitled under the Company’s charter or bylaws, as a matter of law,
or otherwise, or any power that the Company may have to indemnify them
or hold them harmless.


The foregoing is hereby acknowledged as being the GB&T Bancshares,
Inc. 2007 Omnibus Long-Term Incentive Plan as adopted by the Board on March 19,
2007 and by the shareholders on May 17, 2007.


	
   

  	
  GB&T BANCSHARES,
  INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard A.
  Hunt

  	
   

  
	
   

  	
  Name:

  	
  Richard A. Hunt

  	
   

  
	
   

  	
  Title:

  	
  President &
  Chief Executive Officer

  	
   

  
						



 



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