Quicksilver Resources Inc. Amended and Restated 2006 Equity Plan


     

    Exhibit
      10.1


    QUICKSILVER
      RESOURCES INC.

    AMENDED
      AND RESTATED

    2006
      EQUITY PLAN

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      QUICKSILVER
        RESOURCES INC.

      AMENDED
        AND RESTATED

      2006
        EQUITY PLAN

    

    

      
        	
                1.

              	
                Purpose

              	
                1

              
	
                2.

              	
                Term

              	
                1

              
	
                3.

              	
                Definitions

              	
                1

              
	
                4.

              	
                Shares
                  Available Under Plan

              	
                5

              
	
                5.

              	
                Limitations
                  on Awards

              	
                6

              
	
                6.

              	
                Stock
                  Options

              	
                6

              
	
                7.

              	
                Appreciation
                  Rights

              	
                8

              
	
                8.

              	
                Restricted
                  Shares

              	
                9

              
	
                9.

              	
                Restricted
                  Stock Units

              	
                10

              
	
                10.

              	
                Performance
                  Shares and Performance Units

              	
                11

              
	
                11.

              	
                Senior
                  Executive Plan Bonuses

              	
                12

              
	
                12.

              	
                Awards
                  to Eligible Directors

              	
                13

              
	
                13.

              	
                Transferability

              	
                18

              
	
                14.

              	
                Adjustments

              	
                18

              
	
                15.

              	
                Fractional
                  Shares

              	
                18

              
	
                16.

              	
                Withholding
                  Taxes

              	
                18

              
	
                17.

              	
                Administration
                  of the Plan

              	
                19

              
	
                18.

              	
                Amendments
                  and Other Matters

              	
                20

              
	
                19.

              	
                Governing
                  Law

              	
                21

              


      

      
        
          
            
              


            

            
            

          

          
            
            

            
              

            

          

          
            
            

            
            

          

        

      

    

    QUICKSILVER
      RESOURCES INC.

    AMENDED
      AND RESTATED

    2006
      EQUITY PLAN

     

    The
      Quicksilver Resources Inc. 2006 Equity Plan (the “Plan”) was established by
      Quicksilver Resources Inc., a Delaware corporation (the “Company”), effective as
      of May 23, 2006, and approved by stockholders of the Company on
      May 23, 2006. The Company hereby amends and restates the Plan effective as
      of May 23, 2007.

     

    1.  Purpose.
      The
      purpose of the Plan is to attract and retain the best available talent and
      encourage the highest level of performance by directors, executive officers
      and
      selected employees and consultants, and to provide them incentives to put forth
      maximum efforts for the success of the Company’s business, in order to serve the
      best interests of the Company and its stockholders.

     

    2.  Term.
      The
      Plan will expire on May 23, 2016. No further Awards will be made under the
      Plan on or after such date. Awards that are outstanding on the date the Plan
      terminates will remain in effect according to their terms and the provisions
      of
      the Plan.

     

    3.  Definitions.
      The
      following terms, when used in the Plan with initial capital letters, will have
      the following meanings:

     

    (a)  Appreciation
      Right
      means a
      right granted pursuant to Section 7.

     

    (b)  Award
      means
      the award of a Senior Executive Plan Bonus; the grant of Appreciation Rights,
      Stock Options, Performance Shares, Performance Units or Restricted Stock Units;
      or the grant or sale of Restricted Shares.

     

    (c)  Board
      means
      the Board of Directors of the Company.

     

    (d)  Change
      in Control means
      the
      occurrence of any of the following events:

     

    (i)  any
      individual, entity or group (within the meaning of Section 13(d)(3) or
      14(d)(2) of the Exchange Act) is or becomes the beneficial owner (within the
      meaning of Rule 13d-3 promulgated under the Exchange Act) of 50% or more of
      the
      combined voting power of the then-outstanding Voting Stock of the Company;
      provided, however, that the following acquisitions will not constitute a Change
      in Control: (A) any acquisition of Voting Stock of the Company directly from
      the
      Company that is approved by a majority of the Incumbent Directors; (B) any
      acquisition of Voting Stock of the Company by the Company or any subsidiary
      of
      the Company; (C) any acquisition of Voting Stock of the Company by the trustee
      or other fiduciary holding securities under any employee benefit plan (or
      related trust) sponsored or maintained by the Company or any subsidiary of
      the
      Company; and (D) any acquisition of Voting Stock of the Company by Mercury
      Exploration Company, Quicksilver Energy, L.P., The Discovery Fund, Pennsylvania
      Avenue Limited Partnership, Pennsylvania Management Company, the estate of
      Frank
      Darden, Lucy Darden, Anne Darden

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     Self,
      Glenn Darden or Thomas Darden, or their respective successors, assigns,
      designees, heirs, beneficiaries, trusts, estates or controlled
      affiliates;

     

    (ii)  a
      majority of the Board ceases to be comprised of Incumbent Directors;
      or

     

    (iii)  the
      consummation of a reorganization, merger or consolidation or sale or other
      disposition of all or substantially all of the consolidated assets of the
      Company (each, a “Business Combination Transaction”) immediately after which (A)
      the Voting Stock of the Company outstanding immediately prior to such Business
      Combination Transaction does not continue to represent (either by remaining
      outstanding or by being converted into Voting Stock of the entity surviving,
      resulting from, or succeeding to all or substantially all of the Company’s
      consolidated assets as a result of, such Business Combination Transaction or
      any
      parent of such entity), at least 50% of the combined voting power of the then
      outstanding shares of Voting Stock of the entity surviving, resulting from,
      or
      succeeding to all or substantially all of the Company’s consolidated assets as a
      result of, such Business Combination Transaction or any parent of any such
      entity (including, without limitation, an entity which as a result of such
      transaction owns the Company or all or substantially all of the Company’s assets
      either directly or through one or more subsidiaries).

     

    (e)  Code
      means
      the Internal Revenue Code of 1986, as in effect from time to time.

     

    (f)  Committee
      means
      the Compensation Committee of the Board and, to the extent the administration
      of
      the Plan has been assumed by the Board pursuant to Section 17
      or with
      respect to the administration of Section 12, the Board.

     

    (g)  Common
      Stock
      means
      the common stock, par value $.01 per share, of the Company or any security
      into
      which such Common Stock may be changed by reason of any transaction or event
      of
      the type described in Section 14.

     

    (h) 
Covered
      Employee
      means a
      Participant who is, or is determined by the Committee to be likely to become,
      a
“covered employee” within the meaning of Section 162(m) of the Code (or any
      successor provision) and who is identified in writing by the Committee as a
      Covered Employee within the period specified in Section 11(a)
      for the
      fiscal year.

     

    (i)  Date
      of Grant
      means
      the date specified by the Committee on which an Award will become
      effective.

     

    (j)  Deferral
      Period
      means
      the period of time during which Restricted Stock Units are subject to deferral
      limitations under Section 9.

     

    (k)  Eligible
      Director
      means a
      member of the Board who is not an employee of the Company or any
      Subsidiary.

     

    
      
        
        

      

      
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    (l)  Evidence
      of Award
      means an
      agreement, certificate, resolution or other type or form of writing or other
      evidence approved by the Committee which sets forth the terms and conditions
      of
      an Award. An Evidence of Award may be in any electronic medium, may be limited
      to a notation on the books and records of the Company and need not be signed
      by
      a representative of the Company or a Participant.

     

    (m)  Exchange
      Act
      means
      the Securities Exchange Act of 1934, as amended.

     

    (n)  Grant
      Price
      means
      the price per share of Common Stock at which an Appreciation Right is
      granted.

     

    (o)  Incumbent
      Directors
      means
      the individuals who, as of the date first set forth above, are Directors of
      the
      Company and any individual becoming a Director subsequent to the date hereof
      whose election, nomination for election by the Company’s stockholders, or
      appointment, was approved by a vote of a majority of the then-Incumbent
      Directors (either by a specific vote or by approval of the proxy statement
      of
      the Company in which such person is named as a nominee for director, without
      objection to such nomination).

     

    (p)  Management
      Objectives
      means
      the measurable performance objectives, if any, established by the Committee
      for
      a Performance Period that are to be achieved with respect to an Award.
      Management Objectives may be described in terms of company-wide objectives
      (i.e.,
      the
      performance of the Company and all of its Subsidiaries) or in terms of
      objectives that are related to the performance of the individual Participant
      or
      of the division, Subsidiary, department, region or function within the Company
      or a Subsidiary in which the Participant receiving the Award is employed or
      on
      which the Participant’s efforts have the most influence. The achievement of the
      Management Objectives established by the Committee for any Performance Period
      will be determined without regard to the effect on such Management Objectives
      of
      any acquisition or disposition by the Company of a trade or business, or of
      substantially all of the assets of a trade or business, during the Performance
      Period and without regard to any change in accounting standards by the Financial
      Accounting Standards Board or any successor entity.

     

    The
      Management Objectives applicable to any Award to a Participant who is a Covered
      Employee for the fiscal year will be limited to specified levels of, growth
      in,
      or performance in, one or more of the following performance measures (excluding
      the effect of extraordinary or nonrecurring items unless the Committee
      specifically includes any such extraordinary or nonrecurring item at the time
      such Award is granted):

     

    
      
        
          	
                  (i)

                	
                  profitability
                    measures;

                   

                
	
                  (ii)

                	
                  cash
                    flow measures;

                   

                
	
                  (iii)

                	
                  proven
                    reserves;

                   

                
	
                  (iv)

                	
                  production
                    growth rate;

                


        

         

        
          
            
            

          

          
            3

            
              

            

          

          
            
            

          

        

         

        
          	
                  (v)

                	
                  revenue
                    measures;

                   

                
	
                  (vi)

                	
                  business
                    unit performance;

                   

                
	
                  (vii)

                	
                  leverage
                    measures;

                   

                
	
                  (viii)

                	
                  stockholder
                    return;

                   

                
	
                  (ix)

                	
                  expense
                    management;

                   

                
	
                  (x)

                	
                  asset
                    and liability measures;

                   

                
	
                  (xi)

                	
                  individual
                    performance;

                   

                
	
                  (xii)

                	
                  supply
                    chain efficiency;

                   

                
	
                  (xiii)

                	
                  productivity
                    measures;

                   

                
	
                  (xiv)

                	
                  return
                    measures; or

                   

                
	
                  (xv)

                	
                  product
                    development and/or performance.

                


        

         

      

    

    If
      the
      Committee determines that, as a result of a change in the business, operations,
      corporate structure or capital structure of the Company (other than an
      acquisition or disposition described in the first paragraph of this
      Section 3(p)),
      or the
      manner in which the Company conducts its business, or any other events or
      circumstances, the Management Objectives are no longer suitable, the Committee
      may in its discretion modify such Management Objectives or the related minimum
      acceptable level of achievement, in whole or in part, with respect to a
      Performance Period as the Committee deems appropriate and
      equitable.

     

    (q)  Market
      Value per Share
      means,
      at any date, the closing sale price of the Common Stock on that date (or, if
      there are no sales on that date, the last preceding date on which there was
      a
      sale) on the principal national securities exchange or in the principal market
      on or in which the Common Stock is traded.

     

    (r)  Option
      Price
      means
      the purchase price per share payable on exercise of a Stock Option.

     

    (s)  Participant
      means a
      (i) person who is selected by the Committee to receive an Award under the
      Plan and who at that time is an executive officer or other employee of or a
      consultant to the Company or any Subsidiary or (ii) an Eligible
      Director.

     

    (t)  Performance
      Period
      means,
      with respect to an Award, a period of time within which the Management
      Objectives relating to such Award are to be measured. The Performance Period
      for
      a Senior Executive Plan Bonus will be the fiscal year of the

     

    
      
        
        

      

      
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     Company,
      and, unless otherwise expressly provided in the Plan, the Performance Period
      for
      all other Awards will be established by the Committee at the time of the
      Award.

     

    (u)  Performance
      Share
      means a
      bookkeeping entry that records the equivalent of one share of Common Stock
      awarded pursuant to Section 10.

     

    (v)  Performance
      Unit
      means a
      unit equivalent to $1.00 (or such other value as the Committee determines)
      granted pursuant to Section 10.

     

    (w)  Restricted
      Stock Units
      means an
      Award pursuant to Section 9
      of the
      right to receive shares of Common Stock at the end of a specified Deferral
      Period.

     

    (x)  Restricted
      Shares
      means
      shares of Common Stock granted or sold pursuant to Section 8
      or
      Section 12
      as to
      which neither the ownership restrictions nor the restrictions on transfer have
      expired.

     

    (y)  Rule
      16b-3
      means
      Rule 16b-3 under Section 16 of the Exchange Act as amended (or any
      successor rule to the same effect), as in effect from time to time.

     

    (z)  Senior
      Executive Plan Bonus
      means an
      Award of annual incentive compensation made pursuant to and subject to the
      conditions set forth in Section 11.

     

    (aa)  Spread
      means
      the excess of the Market Value per Share on the date an Appreciation Right
      is
      exercised over (i) the Option Price provided for in the Stock Option
      granted in tandem with the Appreciation Right or (ii) if there is no tandem
      Stock Option, the Grant Price provided for in the Appreciation Right, in either
      case multiplied by the number of shares of Common Stock in respect of which
      the
      Appreciation Right is exercised.

     

    (bb)  Stock
      Option
      means
      the right to purchase shares of Common Stock upon exercise of an option granted
      pursuant to Section 6
      or
      Section 12.

     

    (cc)  Subsidiary
      means
      (i) any corporation of which at least 50% of the combined voting power of
      the then outstanding shares of Voting Stock is owned directly or indirectly
      by
      the Company, (ii) any partnership of which at least 50% of the profits
      interest or capital interest is owned directly or indirectly by the Company
      and
      (iii) any other entity of which at least 50% of the total equity interest
      is owned directly or indirectly by the Company.

     

    (dd)  Voting
      Stock
      means
      the securities entitled to vote generally in the election of directors or
      persons who serve similar functions.

     

    4.  Shares
      Available Under Plan.
      The
      aggregate number of shares of Common Stock that may be (i) subject to an
      Award of Appreciation Rights or Stock Options (ii) issued or transferred as
      Restricted Shares and released from all restrictions or in payment of
      Performance Shares, Performance Units, Restricted Stock Units or Senior
      Executive Plan Bonuses will not exceed in the aggregate 7 million shares.
      Such shares may be shares of original issuance or treasury shares or a
      combination of the foregoing. The number of shares of Common Stock 

    
       

      
        
        

      

      
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    available
      under this Section 4
      will be
      subject to adjustment as provided in Section 14
      and
will
      be
      further adjusted to include shares that relate to Awards that (i) expire or
      are forfeited,
      (ii) are withheld by, or tendered to, the Company in payment of the Option
      Price with respect to a Stock Option or in satisfaction of the taxes required
      to
      be withheld in connection with any Award granted under the Plan or
      (iii) are subject to an Appreciation Right that are not transferred to a
      Participant upon exercise of the Appreciation Right.

     

    5.  Limitations
      on Awards.
      Awards
      under the Plan will be subject to the following limitations:

     

    (a)  No
      more
      than 7 million shares of Common Stock, subject to adjustment as provided in
      Section 4,
      may be
      subject to an Award of Stock Options that are intended to qualify as incentive
      stock options under Section 422 of the Code.

     

    (b)  The
      maximum number of shares of Common Stock that
      may be
      subject to all Awards granted to a Participant during any calendar year will
      not
      exceed 700,000 shares. The limitations set forth in this
      Section 5(b)
      will
      apply without regard to whether an Award is settled in cash or in shares of
      Common Stock.

     

    (c)  The
      maximum aggregate cash value of payments to any Participant for any Performance
      Period pursuant to an award of Performance Units will not exceed
      $5 million.

     

    (d)  The
      payment of a Senior Executive Plan Bonus to any Participant will not exceed
      $5 million.

     

    6.  Stock
      Options.
      The
      Committee may from time to time authorize grants of options to any Participant
      to purchase shares of Common Stock upon such terms and conditions as it may
      determine in accordance with this Section 6.
      Each
      Participant who is an employee of the Company or any Subsidiary will be eligible
      to receive a grant of Stock Options that are intended to qualify as incentive
      stock options within the meaning of Section 422 of the Code. Each grant of
      Stock Options may utilize any or all of the authorizations, and will be subject
      to all of the requirements, contained in the following provisions:

     

    (a)  Each
      grant will specify the number of shares of Common Stock to which it
      relates.

     

    (b)  Each
      grant will specify the Option Price, which will not be less than 100% of the
      Market Value per Share on the Date of Grant.

     

    (c)  Each
      grant will specify whether the Option Price will be payable (i) in cash or
      by check acceptable to the Company, (ii) by the actual or constructive
      transfer to the Company of shares of Common Stock owned by the Participant
      and
      having an aggregate Market Value per Share at the date of exercise equal to
      the
      aggregate Option Price, (iii) with the consent of the Committee, by
      authorizing the Company to withhold a number of shares of Common Stock otherwise
      issuable to the Participant having an aggregate Market Value per Share on the
      date of exercise equal to the aggregate Option Price or (iv) by a
      combination of such methods of payment; provided, however, that the

     

    
      
        
        

      

      
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     payment
      methods described in clauses (ii) and (iii) will not be available at any time
      that the Company is prohibited from purchasing or acquiring such shares of
      Common Stock.

     

    (d)  To
      the
      extent permitted by law, any grant may provide for deferred payment of the
      Option Price from the proceeds of sale through a bank or broker of some or
      all
      of the shares to which such exercise relates.

     

    (e)  Successive
      grants may be made to the same Participant whether or not any Stock Options
      or
      other Awards previously granted to such Participant remain unexercised or
      outstanding.

     

    (f)  Each
      grant will specify the required period or periods of continuous service by
      the
      Participant with the Company or any Subsidiary that are necessary before the
      Stock Options or installments thereof will become exercisable. 

     

    (g)  Any
      grant
      may specify the Management Objectives that must be achieved as a condition
      to
      the exercise of the Stock Options.

     

    (h)  Any
      grant
      may provide for the earlier exercise of the Stock Options in the event of a
      Change in Control or other similar transaction or event.

     

    (i)  Stock
      Options may be (i) options which are intended to qualify under particular
      provisions of the Code, (ii) options which are not intended to so qualify
      or (iii) combinations of the foregoing.

     

    (j)  On
      or
      after the Date of Grant, the Committee may provide for the payment to the
      Participant of dividend equivalents thereon in cash or Common Stock on a
      current, deferred or contingent basis.

     

    (k)  No
      Stock
      Option will be exercisable more than ten years from the Date of Grant, unless
      the Evidence of Award provides for an extended exercise period in the event
      of
      death, disability or retirement.

     

    (l)  The
      Committee will have the right to substitute Appreciation Rights for outstanding
      Options granted to one or more Participants, provided the terms and the economic
      benefit of the substituted Appreciation Rights are at least equivalent to the
      terms and economic benefit of such Options, as determined by the Committee
      in
      its discretion.

     

    (m)  Any
      grant
      may provide for the effect on the Stock Options or any shares of Common Stock
      issued, or other payment made, with respect to the Stock Options of any conduct
      of the Participant determined by the Committee to be injurious, detrimental
      or
      prejudicial to any significant interest of the Company or any
      Subsidiary.

     

    (n)  Each
      grant will be evidenced by an Evidence of Award, which may contain such terms
      and provisions, consistent with the Plan, as the Committee may approve,
      including without limitation provisions relating to the Participant’s
      termination

     

    
      
        
        

      

      
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     of
      employment or other termination of service by reason of retirement, death,
      disability or otherwise.

     

    7.  Appreciation
      Rights.
      The
      Committee may also from time to time authorize grants to any Participant of
      Appreciation Rights upon such terms and conditions as it may determine in
      accordance with this Section 7.
      Appreciation Rights may be granted in tandem with Stock Options or separate
      and
      apart from a grant of Stock Options. An Appreciation Right will be a right
      of
      the Participant to receive from the Company upon exercise an amount which will
      be determined by the Committee at the Date of Grant and will be expressed as
      a
      percentage of the Spread (not exceeding 100%) at the time of exercise. An
      Appreciation Right granted in tandem with a Stock Option may be exercised only
      by surrender of the related Stock Option. Each grant of an Appreciation Right
      may utilize any or all of the authorizations, and will be subject to all of
      the
      requirements, contained in the following provisions:

     

    (a)  Each
      grant will state whether it is made in tandem with Stock Options and, if not
      made in tandem with any Stock Options, will specify the number of shares of
      Common Stock in respect of which it is made.

     

    (b)  Each
      grant made in tandem with Stock Options will specify the Option Price and each
      grant not made in tandem with Stock Options will specify the Grant Price, which
      in either case will not be less than 100% of the Market Value per Share on
      the
      Date of Grant.

     

    (c)  Any
      grant
      may provide that the amount payable on exercise of an Appreciation Right may
      be
      paid (i) in cash, (ii) in shares of Common Stock having an aggregate
      Market Value per Share equal to the Spread (or the designated percentage of
      the
      Spread) or (iii) in a combination thereof, as determined by the Committee
      in its discretion.

     

    (d)  Any
      grant
      may specify that the amount payable to the Participant on exercise of an
      Appreciation Right may not exceed a maximum amount specified by the Committee
      at
      the Date of Grant.

     

    (e)  Successive
      grants may be made to the same Participant whether or not any Appreciation
      Rights or other Awards previously granted to such Participant remain unexercised
      or outstanding.

     

    (f)  Each
      grant will specify the required period or periods of continuous service by
      the
      Participant with the Company or any Subsidiary that are necessary before the
      Appreciation Rights or installments thereof will become exercisable, and will
      provide that no Appreciation Rights may be exercised except at a time when
      the
      Spread is positive and, with respect to any grant made in tandem with Stock
      Options, when the related Stock Options are also exercisable. 

     

    (g)  Any
      grant
      may specify the Management Objectives that must be achieved as a condition
      to
      the exercise of the Appreciation Rights.

     

    
      
        
        

      

      
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    (h)  Any
      grant
      may provide for the earlier exercise of the Appreciation Rights in the event
      of
      a Change in Control or other similar transaction or event.

     

    (i)  On
      or
      after the Date of Grant, the Committee may provide for the payment to the
      Participant of dividend equivalents thereon in cash or Common Stock on a
      current, deferred or contingent basis.

     

    (j)  No
      Appreciation Right will be exercisable more than ten years from the Date of
      Grant.

     

    (k)  Any
      grant
      may provide for the effect on the Appreciation Rights or any shares of Common
      Stock issued, or other payment made, with respect to the Appreciation Rights
      of
      any conduct of the Participant determined by the Committee to be injurious,
      detrimental or prejudicial to any significant interest of the Company or any
      Subsidiary.

     

    (l)  Each
      grant will be evidenced by an Evidence of Award, which may contain such terms
      and provisions, consistent with the Plan, as the Committee may approve,
      including without limitation provisions relating to the Participant’s
      termination of employment or other termination of service by reason of
      retirement, death, disability or otherwise.

     

    8.  Restricted
      Shares.
      The
      Committee may also from time to time authorize grants or sales to any
      Participant of Restricted Shares upon such terms and conditions as it may
      determine in accordance with this Section 8.
      Each
      grant or sale will constitute an immediate transfer of the ownership of shares
      of Common Stock to the Participant in consideration of the performance of
      services, entitling such Participant to voting and other ownership rights,
      but
      subject to the restrictions set forth in this Section 8.
      Each
      such grant or sale may utilize any or all of the authorizations, and will be
      subject to all of the requirements, contained in the following
      provisions:

     

    (a)  Each
      grant or sale may be made without additional consideration or in consideration
      of a payment by the Participant that is less than the Market Value per Share
      at
      the Date of Grant, except as may otherwise be required by the Delaware General
      Corporation Law.

     

    (b)  Each
      grant or sale may limit the Participant’s dividend rights during the period in
      which the shares of Restricted Shares are subject to any such
      restrictions.

     

    (c)  Each
      grant or sale will provide that the Restricted Shares will be subject, for
      a
      period to be determined by the Committee at the Date of Grant, to one or more
      restrictions, including without limitation a restriction that constitutes a
      “substantial risk of forfeiture” within the meaning of Section 83 of the
      Code and the regulations of the Internal Revenue Service under such section.
      Except as provided in Section 8(d), 8(e) or 12(e), the restrictions imposed
      on
      Restricted Shares will not terminate at a rate that is faster than 1/3rd of
      the
      Restricted Shares on each anniversary of the Date of Grant.

     

    (d)  Any
      grant
      or sale may specify the Management Objectives that, if achieved, will result
      in
      the termination or early termination of the restrictions applicable

     

    
      
        
        

      

      
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    to
      the
      shares, provided that the Performance Period associated with such Management
      Objectives will be a period of no less than 12 calendar months.

     

    (e)  Any
      grant
      or sale may provide for the early termination of any such restrictions in the
      event of a Change in Control or other similar transaction or event or the
      Participant’s termination of employment or service by reason of death,
      disability, retirement or otherwise.

     

    (f)  Each
      grant or sale will provide that during the period for which such restriction
      or
      restrictions are to continue, the transferability of the Restricted Shares
      will
      be prohibited or restricted in a manner and to the extent prescribed by the
      Committee at the Date of Grant (which restrictions may include without
      limitation rights of repurchase or first refusal in favor of the Company or
      provisions subjecting the Restricted Shares to continuing restrictions in the
      hands of any transferee). 

     

    (g)  Any
      grant
      or sale may provide for the effect on the Restricted Shares or any shares of
      Common Stock issued free of restrictions, or other payment made, with respect
      to
      the Restricted Shares of any conduct of the Participant determined by the
      Committee to be injurious, detrimental or prejudicial to any significant
      interest of the Company or any Subsidiary.

     

    (h)  Each
      grant or sale will be evidenced by an Evidence of Award, which may contain
      such
      terms and provisions, consistent with the Plan, as the Committee may approve,
      including without limitation provisions relating to the Participant’s
      termination of employment or other termination of service by reason of
      retirement, death, disability or otherwise.

     

    9.  Restricted
      Stock Units.
      The
      Committee may also from time to time authorize grants or sales to any
      Participant of Restricted Stock Units upon such terms and conditions as it
      may
      determine in accordance with this Section 9.
      Each
      grant or sale will constitute the agreement by the Company to issue or transfer
      shares of Common Stock to the Participant in the future in consideration of
      the
      performance of services, subject to the fulfillment during the Deferral Period
      of such conditions as the Committee may specify. Each such grant or sale may
      utilize any or all of the authorizations, and will be subject to all of the
      requirements, contained in the following provisions:

     

    (a)  Each
      grant or sale may be made without additional consideration from the Participant
      or in consideration of a payment by the Participant that is less than the Market
      Value per Share on the Date of Grant, except as may otherwise be required by
      the
      Delaware General Corporation Law.

     

    (b)  Each
      grant or sale will provide that the Restricted Stock Units will be subject
      to a
      Deferral Period, which will be fixed by the Committee on the Date of Grant.
      Except as provided in Section 9(c) or 9(d), the Deferral Period will not
      terminate at a rate that is faster than 1/3rd of the Restricted Stock Units
      on
      each anniversary of the Date of Grant.

     

    
      
        
        

      

      
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    (c)  Any
      grant
      or sale may specify the Management Objectives that, if achieved, will result
      in
      the termination or early termination of the Deferral Period, provided that
      the
      Performance Period associated with such Management Objectives will be a period
      of no less than 12 calendar months.

     

    (d)  Any
      grant
      or sale may provide for the earlier termination of the Deferral Period in the
      event of a Change in Control or other similar transaction or event or the
      Participant’s termination of employment or service by reason of death,
      disability, retirement or otherwise. 

     

    (e)  During
      the Deferral Period, the Participant will not have any right to transfer any
      rights under the Restricted Stock Units, will not have any rights of ownership
      in the Restricted Stock Units and will not have any right to vote the Restricted
      Stock Units, but the Committee may on or after the Date of Grant authorize
      the
      payment of dividend equivalents on such shares in cash or Common Stock on a
      current, deferred or contingent basis.

     

    (f)  Any
      grant
      or sale may provide for the effect on the Restricted Stock Units or any shares
      of Common Stock issued free of restrictions, or other payment made, with respect
      to the Restricted Stock Units of any conduct of the Participant determined
      by
      the Committee to be injurious, detrimental or prejudicial to any significant
      interest of the Company or any Subsidiary.

     

    (g)  Each
      grant or sale will be evidenced by an Evidence of Award, which will contain
      such
      terms and provisions as the Committee may determine consistent with the Plan,
      including without limitation provisions relating to the Participant’s
      termination of employment or other termination of service by reason of
      retirement, death, disability or otherwise.

     

    10.  Performance
      Shares and Performance Units.
      The
      Committee may also from time to time authorize grants to any Participant of
      Performance Shares and Performance Units, which will become payable upon
      achievement of specified Management Objectives, upon such terms and conditions
      as it may determine in accordance with this Section 10.
      Each
      such grant may utilize any or all of the authorizations, and will be subject
      to
      all of the requirements, contained in the following provisions:

     

    (a)  Each
      grant will specify the number of Performance Shares or Performance Units to
      which it relates.

     

    (b)  The
      Performance Period with respect to each Performance Share and Performance Unit
      will be determined by the Committee at the time of grant and will be a period
      of
      no less than 12 calendar months.

     

    (c)  Each
      grant will specify the Management Objectives that, if achieved, will result
      in
      the payment of the Performance Shares or Performance Units.

     

    (d)  Each
      grant will specify the time and manner of payment of Performance Shares or
      Performance Units which have become payable, which payment may be
      made

     

    
      
        
        

      

      
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    in
      (i) cash, (ii) shares of Common Stock having an aggregate Market Value
      per Share equal to the aggregate value of the Performance Shares or Performance
      Units which have become payable or (iii) any combination thereof, as
      determined by the Committee in its discretion at the time of
      payment.

     

    (e)  Any
      grant
      of Performance Shares may specify that the amount payable with respect thereto
      may not exceed a maximum specified by the Committee on the Date of Grant. Any
      grant of Performance Units may specify that the amount payable, or the number
      of
      shares of Common Stock issued, with respect to the Performance Units may not
      exceed maximums specified by the Committee on the Date of Grant.

     

    (f)  On
      or
      after the Date of Grant, the Committee may provide for the payment to the
      Participant of dividend equivalents on Performance Shares in cash or Common
      Stock on a current, deferred or contingent basis.

     

    (g)  Any
      grant
      may provide for the effect on the Performance Shares or Performance Units or
      any
      shares of Common Stock issued, or other payment made, with respect to the
      Performance Shares or Performance Units of any conduct of the Participant
      determined by the Committee to be injurious, detrimental or prejudicial to
      any
      significant interest of the Company or any Subsidiary.

     

    (h)  Each
      grant will be evidenced by an Evidence of Award, which will contain such terms
      and provisions as the Committee may determine consistent with the Plan,
      including without limitation provisions relating to the payment of the
      Performance Shares or Performance Units in the event of a Change in Control
      or
      other similar transaction or event and provisions relating to the Participant’s
      termination of employment or other termination of service by reason of
      retirement, death, disability or otherwise.

     

    11.  Senior
      Executive Plan Bonuses.
      The
      Committee may from time to time authorize the payment of annual incentive
      compensation to a Participant who is a Covered Employee, which incentive
      compensation will become payable upon achievement of specified Management
      Objectives. Subject to Section 5(d),
      Senior
      Executive Plan Bonuses will be payable upon such terms and conditions as the
      Committee may determine in accordance with the following
      provisions:

     

    (a)  No
      later
      than 90 days after the first day of the Company’s fiscal year, the Committee
      will specify the Management Objectives that, if achieved, will result in the
      payment of a Senior Executive Plan Bonus for such year.

     

    (b)  Following
      the close of the Company’s fiscal year, the Committee will certify in writing
      whether the specified Management Objectives have been achieved. Approved minutes
      of a meeting of the Committee at which such certification is made will be
      treated as written certification for this purpose. The Committee will also
      specify the time and manner of payment of a Senior Executive

     

    
      
        
        

      

      
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     Plan
      Bonus which becomes payable, which payment may be made in (i) cash,
      (ii) shares of Common Stock having an aggregate Market Value per Share
      equal to the aggregate value of the Senior Executive Plan Bonus which has become
      payable or (iii) any combination thereof, as determined by the Committee in
      its discretion at the time of payment.

     

    (c)  If
      a
      Change in Control occurs during a Performance Period, the Senior Executive
      Plan
      Bonus payable to each Participant for the Performance Period will be determined
      at the highest level of achievement of the Management Objectives, without regard
      to actual performance and without proration for less than a full Performance
      Period. The Senior Executive Plan Bonus will be paid at such time following
      the
      Change in Control as the Committee determines in its discretion, but in no
      event
      later than 30 days after the date of an event which results in a Change in
      Control.

     

    (d)  Each
      grant may be evidenced by an Evidence of Award, which will contain such terms
      and provisions as the Committee may determine consistent with the Plan,
      including without limitation provisions relating to the Participant’s
      termination of employment by reason of retirement, death, disability or
      otherwise.

     

    12.  Awards
      to Eligible Directors.

     

    (a)  Each
      Eligible Director in office on May 23, 2007, will be granted a number of
      Restricted Shares equal to $39,000 divided by the Market Value per Share as
      of
      May 23, 2007.

     

    (b)  Each
      individual who first becomes an Eligible Director after May 23, 2007, on a
      date
      other than the first business day of a calendar year will be granted a number
      of
      Restricted Shares as of the date such individual becomes an Eligible Director
      equal to $99,000 (if the individual becomes an Eligible Director prior to July
      1
      of any year) or $49,500 (if the individual becomes an Eligible Director on
      or
      after July 1 of any year) divided by the Market Value per Share as of the date
      the individual first becomes an Eligible Director. For purposes of this Section
      ‎12‎(b),
      an
      Eligible Director who ceases to be a member of the Board and thereafter becomes
      an Eligible Director again will be deemed to first become an Eligible Director
      on the date that such individual again becomes an Eligible
      Director.

     

    (c)  On
      the
      first business day of each calendar year beginning during the term of the Plan
      and after May 23, 2007, each individual who is an Eligible Director
      (i) will be granted as of such first business day a number of Restricted
      Shares equal to $99,000 divided by the Market Value per Share as of that date,
      and (ii) may elect to receive either an additional grant of Restricted
      Shares or a Stock Option to purchase shares of Common Stock in lieu of all
      or
      any portion of additional cash compensation of $106,000, provided that, in
      either case, the Eligible Director has elected in writing on or prior to the
      last day of the preceding calendar year to receive the Restricted Shares or
      the
      Stock Option described in this Section ‎12‎(c)(ii)
      in lieu of an equivalent amount of cash compensation from the Company. If
      applicable, the number of Restricted Shares to be granted under Section
      12(c)(ii) will be determined by dividing the amount of cash compensation the
      Restricted Shares are replacing by the Market Value per Share as of such first
      business day of the calendar year, and the number of shares covered by a Stock
      Option elected under Section 12(c)(ii) will be determined by dividing the amount
      of cash compensation

     

    
      
        
        

      

      
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    the
      Stock
      Option is replacing by the Fair Value (as hereinafter defined) as of such first
      business day of the calendar year.

     

    (d)  For
      purposes of this Section 12,
“Fair
      Value” means either the Black Scholes Value (described below) or the value of a
      Stock Option to purchase one share of Common Stock calculated using such other
      valuation methodology as may at the time of grant be used by the Company to
      value Stock Options for financial reporting purposes, in each case calculated
      as
      of the date of grant of the Stock Option. For this purpose, “Black Scholes
      Value” means the value of a Stock Option to purchase one share of Common Stock
      calculated using the Black Scholes option value model. Unless otherwise provided
      by the Board prior to the applicable date of grant, the Black Scholes option
      valuation for a Stock Option to be granted on any date will be based on the
      following assumptions:

     

    (i)  the
      then
      current price of a share of Common Stock is equal to the Market Value per Share
      of Common Stock as of the date of grant of the Stock Option; 

     

    (ii)  the
      per
      share Option Price is equal to the Market Value per Share of Common Stock as
      of
      the date of grant of the Stock Option;

     

    (iii)  the
      time
      until expiration of the Stock Option is equal to the actual time until
      expiration of the Stock Option (determined without regard to the provisions
      of
      Sections 12(f)(vii) and 12(f)(viii));

     

    (iv)  the
      risk-free interest rate is the asked yield rate, as of the business day
      preceding the date of grant of the Stock Option and as reported in the Wall
      Street Journal, for the U.S. Treasury Note or Bond having a maturity date that
      is closest to the date that is five years after the date of grant of the Stock
      Option;

     

    (v)  the
      volatility of the price of the Common Stock is calculated based on the closing
      price of a share of Common Stock on the last trading day of each month for
      each
      of the 60 months preceding the month in which the date of grant of the Stock
      Option occurs; and 

     

    (vi)  the
      dividend yield on the Common Stock equals the rate determined by dividing the
      product of four and the most recent quarterly dividend on the Common Stock
      as of
      the date of grant of the Stock Option by the Market Value per Share of Common
      Stock as of the date of grant of the Stock Option.

     

    (e)  Each
      grant of Restricted Shares to an Eligible Director may utilize any or all of
      the
      authorizations, and will be subject to all of the requirements, contained in
      the
      following provisions:

     

    (i)  At
      the
      time of grant of Restricted Shares to an Eligible Director, either (A) a
      stock certificate evidencing the shares of Common Stock granted will be
      registered in the Eligible Director’s name to be held by the Company for his or
      her account or (B) an appropriate entry evidencing the Eligible Director’s
      ownership of the shares of Common Stock granted will be made in the
      stock

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    ownership
      records or other books and records maintained by or on behalf of the Company.
      The Eligible Director will have the entire beneficial ownership interest in,
      and
      all rights and privileges of a stockholder as to, such Restricted Shares,
      including the right to vote such Restricted Shares and, unless the Board will
      determine otherwise, the right to receive dividends thereon, subject to the
      following: (1) subject to Section 12(e)(iii), the Eligible Director
      will not be entitled to delivery of any stock certificate evidencing such
      Restricted Shares until the expiration of the restriction period described
      in
      Section 12(e)(ii); (2) none of the Restricted Shares may be sold,
      transferred, assigned, pledged, or otherwise encumbered or disposed of during
      the restriction period; and (3) all of the Restricted Shares will be
      forfeited and all rights of the Eligible Director to the Restricted Shares
      will
      terminate without further obligation on the part of the Company unless the
      Eligible Director remains as a member of the Board for the entire restriction
      period, except as provided by Section 12(e)(iii). Any shares of Common
      Stock or other securities or property received as a result of a transaction
      described in Section 14 will be subject to the same restrictions as such
      Restricted Shares.

     

    (ii)  Each
      grant of Restricted Shares under Section 12(a), 12(b) or 12(c)(i) will become
      nonforfeitable and the restrictions described in Section 12(e)(i) will
      expire as to 1/3rd of the total number of shares subject thereto on each of
      the
      first three anniversaries of the date of grant of Restricted Shares; provided,
      in each case, that the Eligible Director who received the Restricted Shares
      has
      remained a member of the Board through each such anniversary date. Each grant
      of
      Restricted Shares under Section 12(c)(ii) will become nonforfeitable and the
      restrictions described in Section 12(e)(i) will expire as to the total
      number of shares subject thereto on the first anniversary of the date of grant
      of Restricted Shares; provided, in each case, that the Eligible Director who
      received the Restricted Shares has remained a member of the Board through such
      anniversary date.

     

    (iii)  Except
      as
      provided in an Evidence of Award, upon an Eligible Director’s ceasing to be a
      member of the Board prior to the end of a restriction period for any reason,
      the
      Eligible Director will immediately forfeit all Restricted Shares then subject
      to
      the restrictions of Section 12(e)(i), unless the Board, in its discretion,
      allows the Eligible Director to retain any or all of the Restricted Shares
      then
      subject to such restrictions, in which case the restriction period applicable
      to
      the retained shares will immediately expire and all restrictions applicable
      to
      the retained shares will immediately lapse.

     

    (iv)  At
      the
      end of the restriction period, or at such earlier time as provided for in
      Section 12(e)(iii) or as the Board, in its sole discretion, may otherwise
      determine, all restrictions applicable to the Restricted Shares will lapse
      and,
      if the Restricted Shares are evidenced by a stock certificate, a stock
      certificate evidencing a number of shares of Common Stock equal to the number
      of
      Restricted Shares, free of all restrictions, will be delivered to the Eligible
      Director.

     

    
      
        
        

      

      
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    (f)  Each
      grant of Stock Options to an Eligible Director may utilize any or all of the
      authorizations, and will be subject to all the requirements, contained in the
      following provisions:

     

    (i)  Each
      grant will specify the Option Price, which will equal 100% of the Market Value
      per Share on the Date of Grant.

     

    (ii)  Each
      Stock Option will be exercisable only to the extent that it is vested. Except
      as
      may otherwise be provided in the agreement evidencing the Stock Option or as
      determined by the Board, each Stock Option will vest as to 1/12th of the total
      number of shares of Common Stock subject thereto (rounded up to the nearest
      whole share) on the last day of the first full calendar month following the
      date
      of grant of the Stock Option, as to 1/12th of the total number of shares subject
      thereto (rounded up to the nearest whole share) on the last day of each of
      the
      10 succeeding calendar months, and as to the balance of the shares of Common
      Stock subject thereto on the last day of the calendar month preceding the
      one-year anniversary of the date of grant of the Stock Option; provided, in
      each
      case, that the Eligible Director who received the Stock Option has remained
      a
      member of the Board through the respective vesting date.

     

    (iii)  No
      Stock
      Option will be exercisable more than ten years from the Date of
      Grant.

     

    (iv)  Each
      Stock Option granted to an Eligible Director will be a nonqualified stock option
      and will not be an “incentive stock option” within the meaning of
      Section 422 of the Code.

     

    (v)  Each
      grant will specify whether the Option Price will be payable (i) in cash or
      by check acceptable to the Company, (ii) by the actual or constructive
      transfer to the Company of shares of Common Stock owned by the Eligible Director
      and having an aggregate Market Value per Share at the date of exercise equal
      to
      the aggregate Option Price, (iii) by authorizing the Company to withhold a
      number of shares of Common Stock otherwise issuable to the Eligible Director
      having an aggregate Market Value per Share on the date of exercise equal to
      the
      aggregate Option Price or (iv) by a combination of such methods of payment;
      provided, however, that the payment methods described in clauses (ii) and (iii)
      will not be available at any time that the Company is prohibited from purchasing
      or acquiring such shares of Common Stock. An Eligible Director will have none
      of
      the rights of a stockholder with respect to a Stock Option until the shares
      of
      Common Stock are issued to him or her following exercise of the Stock
      Option.

     

    (vi)  During
      an
      Eligible Director’s lifetime, the Stock Option may be exercised only by the
      Eligible Director. Stock Options will not be transferable, except for exercise
      by the Eligible Director’s legal representatives or heirs; provided, however,
      that an Eligible Director may, with prior approval from the Board (or its
      designee), transfer an exercisable Stock Option to (A) a member
      or

     

    
      
        
        

      

      
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    members
      of the Eligible Director’s immediate family, (B) a trust, the beneficiaries
      of which consist exclusively of members of the Eligible Director’s immediate
      family, (C) a partnership, the partners of which consist exclusively of
      members of the Eligible Director’s immediate family, or (D) any similar
      entity created for the exclusive benefit of members of the Eligible Director’s
      immediate family. The Board or its designee must approve the form of any
      transfer of a Stock Option to or for the benefit of any immediate family member
      or members before such transfer will be recognized as valid hereunder. For
      purposes of the preceding sentence, any remote, contingent interest of persons
      other than a member of the Eligible Director’s immediate family will be
      disregarded. For purposes of this Section 12(f)(vi), immediate family means
      an Eligible Director’s spouse, children and grandchildren, including step and
      adopted children and grandchildren.

     

    (vii)  Upon
      an
      Eligible Director’s ceasing to be a member of the Board for any reason other
      than death, each Stock Option of such Eligible Director will be exercisable
      only
      as to those shares of Common Stock which were then subject to the exercise
      of
      such Stock Option. The Stock Option will expire: (A) unless exercised, five
      years after the Eligible Director’s retirement from the Board if the Eligible
      Director retires at or after age 55 with at least five years of service on
      the
      Board; (B) unless exercised, five years after the date the Eligible
      Director’s service on the Board is terminated due to the Eligible Director’s
      total and permanent disability; (C) upon the Eligible Director’s service on
      the Board being terminated for cause pursuant to Section 141(k) of the Delaware
      General Corporation Law (or any successor provision); or (D) unless
      exercised, three months after the date of such termination. In no event,
      however, will any Stock Option be exercisable pursuant to this
      Section 12(f)(vii) after the tenth anniversary of the Date of Grant or
      after any earlier termination in accordance with the terms of the agreement
      evidencing the Stock Option.

     

    (viii)  Upon
      the
      death of an Eligible Director during his or her term of service on the Board,
      a
      Stock Option will be exercisable only as to those shares of Common Stock which
      were subject to the exercise of the Stock Option at the time of his or her
      death. The Stock Option will expire, unless exercised by the Eligible Director’s
      legal representatives or heirs, five years after the date of death. In no event,
      however, will any Stock Option be exercisable pursuant to this
      Section 12(f)(viii) after the tenth anniversary of the Date of Grant or
      after any earlier termination in accordance with the terms of the agreement
      evidencing the Stock Option.

     

    (ix)  Except
      as
      otherwise determined by the Board, the vesting schedule applicable to a Stock
      Option requires continued service through each applicable vesting date as a
      condition to the vesting of the applicable installment of the Stock Option.
      Service for only a portion of a vesting period, even if substantial, will not
      entitle the Eligible Director to any proportionate vesting or avoid or mitigate
      a termination of rights and benefits upon or following a termination of service
      as a Board member as provided in Section 12(f)(vii) or
      12(f)(viii).

     

    
      
        
        

      

      
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    13.  Transferability.
      Except
      as provided in Section 12(f)(vi), no Award may be sold, pledged, assigned or
      transferred in any manner other than by will or the laws of descent and
      distribution or pursuant to a qualified domestic relations order; provided,
      however, that a Participant who is an officer of the Company may, with the
      prior
      approval of the Committee, transfer a Stock Option that is not intended to
      be an
“incentive stock option” (within the meaning of Section 422 of the Code) to
      family members of the Participant, including to trusts in which family members
      of the Participant own more than 50% of the beneficial interests, to foundations
      in which family members of the Participant or the Participant controls the
      management of assets and to other entities in which more than 50% of the voting
      interests are owned by family members of the Participant or the Participant.
      No
      Stock Option or Appreciation Right granted to a Participant will be exercisable
      during the Participant’s lifetime by any person other than the Participant or
      the Participant’s guardian or legal representative or any permitted
      transferee.

     

    14.  Adjustments.

     

    (a)  The
      Committee will make or provide for such adjustments in (i) the maximum
      number of shares of Common Stock specified in Sections 4
      and
5,
      (ii) the number of shares of Common Stock covered by outstanding Stock
      Options, Appreciation Rights, Performance Shares and Restricted Stock Units
      granted under the Plan, (iii) the Option Price or Grant Price applicable to
      any Stock Options and Appreciation Rights, and (iv) the kind of shares
      covered by any such Awards (including shares of another issuer), as is equitably
      required to prevent dilution or enlargement of the rights of Participants that
      otherwise would result from (x) any stock dividend, stock split,
      combination or exchange of shares, recapitalization or other change in the
      capital structure of the Company, or (y) any merger, consolidation,
      separation, spin-off, split-off, spin-out, split-up, reorganization, partial
      or
      complete liquidation or other distribution of assets, issuance of rights or
      warrants to purchase securities, or (z) any other corporate transaction or
      event having an effect similar to any of the foregoing. In the event of any
      such
      transaction or event, the Committee, in its discretion, may provide in
      substitution for any or all outstanding Awards such alternative consideration
      as
      it, in good faith, may determine to be equitable in the circumstances and may
      require in connection with such substitution the surrender of all Awards so
      replaced.

     

    (b)  The
      Committee may accelerate the payment of, or vesting with respect to, any Award
      under the Plan upon the occurrence of a transaction or event described in this
      Section 14;
      provided, however, that in the case of any Award that constitutes a deferral
      of
      compensation within the meaning of Section 409A of the Code, the Committee
      will not accelerate the payment of the Award unless it determines in good faith
      that such transaction or event satisfies the requirements of a change in control
      event under guidance issued by the Secretary of the Treasury under
      Section 409A.

     

    15.  Fractional
      Shares.
      The
      Company will not be required to issue any fractional share of Common Stock
      pursuant to the Plan. The Committee may provide for the elimination of fractions
      or for the settlement of fractions in cash.

     

    16.  Withholding
      Taxes.
      To the
      extent that the Company is required to withhold federal, state, local or foreign
      taxes in connection with any payment made or benefit realized by

     

    
      
        
        

      

      
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    a
      Participant or other person under the Plan, and the amounts available to the
      Company for such withholding are insufficient, it will be a condition to the
      receipt of such payment or the realization of such benefit that the Participant
      or such other person make arrangements satisfactory to the Company for payment
      of the balance of such taxes required to be withheld. In addition, if permitted
      by the Committee, the Participant or such other person may elect to have any
      withholding obligation of the Company satisfied with shares of Common Stock
      that
      would otherwise be transferred to the Participant or such other person in
      payment of the Participant’s Award. However, without the consent of the
      Committee, shares of Common Stock will not be withheld in excess of the minimum
      number of shares required to satisfy the Company’s withholding
      obligation.

     

    17.  Administration
      of the Plan.

     

    (a)  Unless
      the administration of the Plan has been expressly assumed by the Board pursuant
      to a resolution of the Board, the Plan will be administered by the Committee,
      which at all times will consist of three or more Directors appointed by the
      Board, all of whom are intended (i) to meet all applicable independence
      requirements of the New York Stock Exchange or the principal national securities
      exchange or principal market on or in which the Common Stock is traded and
      (ii) to qualify as “non-employee directors” as defined in Rule 16b-3 and as
“outside directors” as defined in regulations adopted under Section 162(m)
      of the Code, as such terms may be amended from time to time; provided, however,
      that the failure of a member of the Committee to so qualify will not invalidate
      any Award granted under the Plan. Notwithstanding the foregoing, the provisions
      of Section 12 will be administered by the Board. A majority of the Committee
      will constitute a quorum, and the action of the members of the Committee present
      at any meeting at which a quorum is present, or acts unanimously approved in
      writing, will be the acts of the Committee.

     

    (b)  The
      Committee has the full authority and discretion to administer the Plan and
      to
      take any action that is necessary or advisable in connection with the
      administration of the Plan, including without limitation the authority and
      discretion to interpret and construe any provision of the Plan or of any
      agreement, notification or document evidencing an Award. The interpretation
      and
      construction by the Committee of any such provision and any determination by
      the
      Committee pursuant to any provision of the Plan or of any such agreement,
      notification or document will be final and conclusive. No member of the
      Committee will be liable for any such action or determination made in good
      faith.

     

    (c)  To
      the
      extent permitted by applicable law, the Committee may delegate its authority
      under the Plan to a subcommittee of the Committee, to one or more committees
      of
      the Board or to one or more executive officers of the Company; provided,
      however, that no delegation may be made of authority to take an action which
      is
      required by Rule 16b-3 to be taken by “non-employee directors” in order that the
      Plan and transactions thereunder meet the requirements of such
      Rule.

     

    (d)  It
      is the
      Company’s intention that any Award granted under the Plan that constitutes a
      deferral of compensation within the meaning of Section 409A of the
      Code

     

    
      
        
        

      

      
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    and
      the
      guidance issued by the Secretary of the Treasury under Section 409A satisfy
      the requirements of Section 409A. In granting such an Award, the Committee
      will use its best efforts to exercise its authority under the Plan with respect
      to the terms of such Award in a manner that the Committee determines in good
      faith will cause the Award to comply with Section 409A and thereby avoid
      the imposition of penalty taxes and interest upon the Participant receiving
      the
      Award.

     

    (e)  With
      respect to the administration of the provisions of Section 12 or if the
      administration of the Plan is assumed by the Board pursuant to
      Section 17(a),
      the
      Board will have the same authority, power, duties, responsibilities and
      discretion given to the Committee under the terms of the Plan.

     

    18.  Amendments
      and Other Matters.

     

    (a)  The
      Plan
      may be amended from time to time by the Board or, with respect to those
      provisions of the Plan other than Section 12, the Committee; provided, however,
      that the Plan may not be amended without further approval by the stockholders
      of
      the Company if such amendment would result in the Plan no longer satisfying
      any
      applicable requirements of the New York Stock Exchange (or the principal
      national securities exchange on which the Common Stock is traded), Rule 16b-3
      or
      Section 162(m) of the Code.

     

    (b)  Neither
      the Committee nor the Board will authorize the amendment of any outstanding
      Stock Option to reduce the Option Price without the further approval of the
      stockholders of the Company. Furthermore, no Stock Option will be cancelled
      and
      replaced with Stock Options having a lower Option Price without further approval
      of the stockholders of the Company. The provisions of this
      Section 18(b)
      are
      intended to prohibit the repricing of “underwater” Stock Options and will not be
      construed to prohibit the adjustments provided for in Section 14.

     

    (c)  The
      Plan
      may be terminated at any time by action of the Board. The termination of the
      Plan will not adversely affect the terms of any outstanding Award.

     

    (d)  The
      Company will not be required to issue shares of Common Stock under the Plan
      prior to (i) the obtaining of any approval from any governmental agency
      which the Company, in its sole discretion, determines to be necessary or
      advisable, (ii) the admission of such shares to listing on any stock
      exchange on which the Common Stock may then be listed, and (iii) the
      completion of any registration or other qualification of such shares under
      any
      state or Federal law or rulings or regulations of any governmental body which
      the Company, in its sole discretion, determines to be necessary or
      advisable.

     

    (e)  The
      Plan
      does not confer upon any Participant any right with respect to continuance
      of
      employment or other service with the Company or any Subsidiary, nor will it
      interfere in any way with any right the Company or any Subsidiary would
      otherwise have to terminate such Participant’s employment or other service at
      any time.

     

    (f)  If
      the
      Committee determines, with the advice of legal counsel, that any provision
      of
      the Plan would prevent the payment of any Award intended to qualify
      as

     

    
      
        
        

      

      
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    performance-based
      compensation within the meaning of Section 162(m) of the Code from so
      qualifying, such Plan provision will be invalid and cease to have any effect
      without affecting the validity or effectiveness of any other provision of the
      Plan.

     

    19.  Governing
      Law.
      The
      Plan, all Awards and all actions taken under the Plan and the Awards will be
      governed in all respects in accordance with the laws of the State of Delaware,
      including without limitation, the Delaware statute of limitations, but without
      giving effect to the principles of conflicts of laws of such State.

     

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