Exhibit 4.1


AMENDED
AND RESTATED 

2004 STOCK OPTION PLAN


OF


SUPREME
INDUSTRIES, INC.
















TABLE OF
CONTENTS


	
  

  	
   

  	
  PAGE

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1

  	
  PURPOSE

  	
  1

  
	
  ARTICLE 2

  	
  DEFINITIONS

  	
  1

  
	
  2.1

  	
   Award

  	
  1

  
	
  2.2

  	
   Award
  Agreement

  	
  1

  
	
  2.3

  	
   Award Period

  	
  2

  
	
  2.4

  	
   Board

  	
  2

  
	
  2.5

  	
   Change in
  Control

  	
  2

  
	
  2.6

  	
   Code

  	
  2

  
	
  2.7

  	
   Committee

  	
  2

  
	
  2.8

  	
   Common Stock

  	
  2

  
	
  2.9

  	
   Company

  	
  3

  
	
  2.10

  	
   Consultant

  	
  3

  
	
  2.11

  	
   Corporation

  	
  3

  
	
  2.12

  	
   Date of Grant

  	
  3

  
	
  2.13

  	
   Employee

  	
  3

  
	
  2.14

  	
   Executive
  Officer

  	
  3

  
	
  2.15

  	
   Fair Market
  Value

  	
  3

  
	
  2.16

  	
   Incentive
  Stock Option

  	
  3

  
	
  2.17

  	
   Nonqualified
  Stock Option

  	
  3

  
	
  2.18

  	
   Option Price

  	
  3

  
	
  2.19

  	
   Outside Director

  	
  4

  
	
  2.20

  	
   Participant

  	
  4

  
	
  2.21

  	
   Plan

  	
  4

  
	
  2.22

  	
   Performance
  Goal

  	
  4

  
	
  2.23

  	
   Reload Stock
  Option

  	
  4

  
	
  2.24

  	
   Reporting
  Participant

  	
  4

  
	
  2.25

  	
   Restricted
  Stock

  	
  4

  
	
  2.26

  	
   Retirement

  	
  4

  
	
  2.27

  	
   Stock Option

  	
  4

  
	
  2.28

  	
   Subsidiary

  	
  4

  
	
  2.29

  	
   Termination
  of Service

  	
  4

  
	
  2.30

  	
   Total and
  Permanent Disability

  	
  5

  
	
  ARTICLE 3

  	
  ADMINISTRATION

  	
  5

  
	
  3.1

  	
   General
  Administration; Establishment of Committee

  	
  5

  
	
  3.2

  	
   Designation
  of Participants and Awards

  	
  5

  
	
  3.3

  	
   Authority of
  the Committee

  	
  6

  
	
  ARTICLE 4

  	
  ELIGIBILITY

  	
  6

  
	
  ARTICLE 5

  	
  SHARES SUBJECT TO PLAN

  	
  7

  
	
  5.1

  	
   Number
  Available for Awards

  	
  7

  
	
  5.2

  	
   Reuse of
  Shares

  	
  7

  
	
  ARTICLE 6

  	
  GRANT OF AWARDS

  	
  7

  
	
  6.1

  	
   In General

  	
  7

  
	
  6.2

  	
   Option Price

  	
  8

  
	
  6.3

  	
   Maximum ISO
  Grants

  	
  8

  
	
  6.4

  	
   Restricted
  Stock

  	
  8

  
	
  6.5

  	
   Performance
  Goals

  	
  10

  



 



 i
 









 


	
  ARTICLE 7

  	
  AWARD PERIOD; VESTING

  	
  10

  
	
  7.1

  	
   Award Period

  	
  10

  
	
  7.2

  	
   Vesting

  	
  11

  
	
  ARTICLE 8

  	
  EXERCISE OR CONVERSION OF AWARDS

  	
  11

  
	
  8.1

  	
   In General

  	
  11

  
	
  8.2

  	
   Securities
  Law and Exchange Restrictions

  	
  11

  
	
  8.3

  	
   Exercise of
  Stock Option

  	
  11

  
	
  8.4

  	
   Disqualifying
  Disposition of Incentive Stock Option

  	
  13

  
	
  ARTICLE 9

  	
  AMENDMENT OR DISCONTINUANCE

  	
  13

  
	
  ARTICLE 10

  	
  TERM

  	
  14

  
	
  ARTICLE 11

  	
  CAPITAL ADJUSTMENTS

  	
  14

  
	
  ARTICLE 12

  	
  RECAPITALIZATION, MERGER, AND CONSOLIDATION

  	
  15

  
	
  12.1

  	
   No Effect on
  Company’s Authority

  	
  15

  
	
  12.2

  	
   Conversion of
  Awards Where Company Survives

  	
  15

  
	
  12.3

  	
   Exchange or
  Cancellation of Awards Where Company Does Not Survive

  	
  15

  
	
  12.4

  	
   Cancellation
  of Awards

  	
  15

  
	
  ARTICLE 13

  	
  LIQUIDATION OR DISSOLUTION

  	
  16

  
	
  ARTICLE 14

  	
  AWARDS IN SUBSTITUTION FOR AWARDS GRANTED BY

  	
   

  
	
  OTHER ENTITIES

  	
  17

  
	
  ARTICLE 15

  	
  MISCELLANEOUS PROVISIONS

  	
  17

  
	
  15.1

  	
   Investment
  Intent

  	
  17

  
	
  15.2

  	
   No Right to
  Continued Employment

  	
  17

  
	
  15.3

  	
   Indemnification
  of Board and Committee

  	
  17

  
	
  15.4

  	
   Effect of the
  Plan

  	
  17

  
	
  15.5

  	
   Compliance
  With Other Laws and Regulations

  	
  17

  
	
  15.6

  	
   Tax
  Requirements

  	
  18

  
	
  15.7

  	
   Assignability

  	
  18

  
	
  15.8

  	
   Use of
  Proceeds

  	
  19

  
	
  15.9

  	
   Execution of
  Receipts and Releases

  	
  19

  
	
  15.10

  	
   Legend

  	
  19

  



 



 ii















AMENDED
AND RESTATED 

2004 STOCK OPTION PLAN


OF


SUPREME
INDUSTRIES, INC.


The
Amended and Restated 2004 Stock Option Plan (the “Plan”) of Supreme Industries, Inc., a
Delaware corporation (the “Company”),
was adopted by the Company’s Board of Directors effective as of February 7,
2006, subject to approval by the Company’s stockholders.  The Plan amends and restates in its entirety
the Company’s 2004 Stock Option Plan.


ARTICLE
1


PURPOSE


The
purpose of the Plan is to attract and retain the services of key employees, key
consultants and outside directors of the Company and its Subsidiaries and to
provide such persons with a proprietary interest in the Company through the
granting of incentive stock options, nonqualified stock options, common stock
and restricted stock, that will


(a)                                increase
the interest of such persons in the Company’s welfare;


(b)                               furnish
an incentive to such persons to continue their services for the Company; and


(c)                                provide
a means through which the Company may attract able persons as Employees,
Consultants, and Outside Directors.


With
respect to Reporting Participants (see definition contained in Article 2), the
Plan and all transactions under the Plan are intended to comply with all
applicable conditions of Rule 16b-3 promulgated under the Securities Exchange
Act of 1934 (the “1934
Act”).  To the extent that
any provision of the Plan or action by the Committee fails to so comply, such
provision or action shall be deemed null and void ab initio to the extent permitted by law and deemed advisable
by the Committee.


ARTICLE 2 

DEFINITIONS


For the purpose of
the Plan, unless the context requires otherwise, the following terms shall have
the meanings indicated:


2.1                              “Award” means the
grant of any Incentive Stock Option, Nonqualified Stock Option, Reload Option,
Common Stock or Restricted Stock.


2.2                              “Award Agreement”
means a written agreement between a Participant and the Company which sets out
the terms of the grant of an Award.



 1
 









2.3                              “Award Period” means
the period set forth in the Award Agreement during which one or more Awards may
be exercised.


2.4                              “Board” means the
board of directors of the Company.


2.5                              “Change in Control”
means any of the following, except as otherwise provided herein:  (i) any consolidation, merger, or share
exchange of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of the Company’s Common Stock would be
converted into cash, securities, or other property, other than a consolidation,
merger, or share exchange of the Company in which the holders of the Company’s
Common Stock immediately prior to such transaction have the same proportionate
ownership of Common Stock of the surviving corporation immediately after such
transaction; (ii) any sale, lease, exchange, or other transfer (excluding
transfer by way of pledge or hypothecation) in one transaction or a series of
related transactions, of all or substantially all of the assets of the Company;
(iii) the stockholders of the Company approve any plan or proposal for the liquidation
or dissolution of the Company; (iv) the cessation of control (by virtue of
their not constituting a majority of directors) of the Board by the individuals
(the “Continuing
Directors”) who (x) at the date of this Plan were directors or
(y) become directors after the date of this Plan and whose election or
nomination for election by the Company’s stockholders was approved by a vote of
at least two-thirds of the directors then in office who were directors at the
date of this Plan or whose election or nomination for election was previously
so approved; (v) the acquisition of beneficial ownership (within the meaning of
Rule 13d-3 under the 1934 Act) of an aggregate of 50% or more of the voting
power of the Company’s outstanding voting securities by any person or group (as
such term is used in Rule 13d-5 under the 1934 Act) who beneficially owned less
than 50% of the voting power of the Company’s outstanding voting securities on
the date of this Plan; provided, however, that notwithstanding
the foregoing, an acquisition shall not constitute a Change in Control
hereunder if the acquirer is (x) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company and acting in such
capacity, (y) a Subsidiary of the Company or a corporation owned, directly or
indirectly, by the stockholders of the Company in substantially the same
proportions as their ownership of voting securities of the Company or (z) any
other person whose acquisition of shares of voting securities is approved in advance
by a majority of the Continuing Directors; or (vi) in a Title 11 bankruptcy
proceeding, the appointment of a trustee or the conversion of a case involving
the Company to a case under Chapter 7.


Notwithstanding
the foregoing provisions of this Section 2.5, in the event an Award
issued under the Plan is subject to Section 409A of the Code, then, in lieu of
the foregoing definition and to the extent necessary to comply with the
requirements of Section 409A of the Code, the definition of “Change in Control”
for purposes of such Award shall be the definition provided for under Section
409A of the Code and the regulations or other guidance issued thereunder.


2.6                              “Code” means the
Internal Revenue Code of 1986, as amended.


2.7                              “Committee” means the
committee appointed or designated by the Board to administer the Plan in
accordance with Article 3 of this Plan.


2.8                              “Common Stock” means
the Class A Common Stock, par value $0.10 per share, which the Company is
currently authorized to issue or may in the future be authorized to issue,



 2
 









or any securities into
which or for which the common stock of the Company may be converted or
exchanged, as the case may be, pursuant to the terms of this Plan.


2.9                              “Company” means
Supreme Industries, Inc., a Delaware corporation, and any successor entity.


2.10                        “Consultant” means any
person, who is not an Employee, performing advisory or consulting services for
the Company or a Subsidiary, with or without compensation, provided that bona fide services must be rendered by
such person, and such services shall not be rendered in connection with the
offer or sale of securities in a capital raising transaction.


2.11                        “Corporation” means
any entity that (i) is defined as a corporation under Section 7701 of the Code
and (ii) is the Company or is in an unbroken chain of corporations (other than
the Company) beginning with the Company, if each of the corporations other than
the last corporation in the unbroken chain owns stock possessing a majority of
the total combined voting power of all classes of stock in one of the other
corporations in the chain.  For purposes
of clause (ii) hereof, an entity shall be treated as a “corporation” if it
satisfies the definition of a corporation under Section 7701 of the Code.


2.12                       “Date of Grant” means
the effective date on which an Award is made to a Participant as set forth in
the applicable Award Agreement; provided, however, that solely for purposes of
Section 16 of the 1934 Act and the rules and regulations promulgated
thereunder, the Date of Grant of an Award shall be the date of stockholder
approval of the Plan if such date is later than the effective date of such
Award as set forth in the Award Agreement.


2.13                       “Employee” means
common law employee (as defined in accordance with the Regulations and Revenue
Rulings then applicable under Section 3401(c) of the Code) of the Company or
any Subsidiary of the Company.


2.14                       “Executive Officer”
means an officer of the Company or a Subsidiary subject to Section 16 of the
1934 Act or a “covered employee” as defined in Section 162(m)(3) of the Code.


2.15                       “Fair Market Value”
means, if the Common Stock is traded on one or more established markets or
exchanges, the mean of the opening and closing prices of the Common Stock on
the primary market or exchange on which the Common Stock is traded, and if the
Common Stock is not so traded or the Common Stock does not trade on the
relevant date, the value determined in good faith by the Board of Directors
using a reasonable valuation method in accordance with the provisions of
Section 409A of the Code.  For purposes
of valuing Incentive Stock Options, the Fair Market Value of the Common Stock
shall be determined without regard to any restriction other than one which, by
its terms, will never lapse.


2.16
                     “Incentive Stock Option”
means an incentive stock option, within the meaning of Section 422 of the Code,
granted pursuant to this Plan.


2.17
                     “Nonqualified Stock Option”
means a nonqualified stock option, granted pursuant to this Plan, which is not
an Incentive Stock Option.


2.18
                     “Option Price” means
the price which must be paid by a Participant upon exercise of a Stock Option
to purchase a share of Common Stock.



 3
 









2.19                      “Outside Director” means a director of
the Company who is not an Employee.


2.20
                     “Participant” means an
Employee, Consultant, or Outside Director of the Company or a Subsidiary to
whom an Award is granted under this Plan.


2.21
                     “Plan” means this
Amended and Restated 2004 Stock Option Plan of Supreme Industries, Inc., as
amended from time to time.


2.22
                     “Performance Goal”
means any of the goals set forth in Section 6.5 hereof.


2.23
                     “Reload Stock Option”
means a Nonqualified Stock Option or an Incentive Stock Option granted pursuant
to Section 8.3(c) hereof.


2.24
                     “Reporting Participant”
means a Participant who is subject to the reporting requirements of Section 16
of the 1934 Act.


2.25                       “Restricted Stock”
means shares of Common Stock issued or transferred to a Participant pursuant to
Section 6.4 of this Plan which are subject to restrictions or
limitations set forth in this Plan and in the related Award Agreement.


2.26                       “Retirement” means any
Termination of Service solely due to retirement upon or after attainment of age
sixty-five (65), or permitted early retirement as determined by the Committee.


2.27
                     “Stock Option” means a
Nonqualified Stock Option, a Reload Stock Option, or an Incentive Stock Option.


2.28                       “Subsidiary” means (i)
any corporation in an unbroken chain of corporations beginning with the
Company, if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing a majority of the total combined voting
power of all classes of stock in one of the other corporations in the chain,
(ii) any limited partnership, if the Company or any corporation described in
item (i) above owns a majority of the general partnership interest and a
majority of the limited partnership interests entitled to vote on the removal
and replacement of the general partner, and (iii) any partnership or limited
liability company, if the partners or members thereof are composed only of the
Company, any corporation listed in item (i) above, or any limited partnership
listed in item (ii) above.  “Subsidiaries”
means more than one of any such corporations, limited partnerships,
partnerships or limited liability companies.


2.29                       “Termination of Service”
occurs when a Participant who is (i) an Employee of the Company or any
Subsidiary ceases to serve as an Employee of the Company and its Subsidiaries,
for any reason; (ii) an Outside Director of the Company or a Subsidiary ceases
to serve as a director of the Company and its Subsidiaries for any reason; or
(iii) a Consultant of the Company or a Subsidiary ceases to serve as a
Consultant of the Company and its Subsidiaries for any reason.  Except as may be necessary or desirable to
comply with applicable federal or state law, a “Termination of Service” shall
not be deemed to have occurred when a Participant who is an Employee becomes an
Outside Director or Consultant or vice versa. 
If, however, a Participant who is an Employee and who has an Incentive
Stock Option ceases to be an Employee but does not suffer a Termination of
Service, and if that Participant does not exercise



 4
 









the Incentive
Stock Option within the time required under Section 422 of the Code upon ceasing
to be an Employee, the Incentive Stock Option shall thereafter become a
Nonqualified Stock Option. 
Notwithstanding the foregoing provisions of this Section 2.29, in
the event an Award issued under the Plan is subject to Section 409A of the
Code, then, in lieu of the foregoing definition and to the extent necessary to
comply with the requirements of Section 409A of the Code, the definition of “Termination
of Service” for purposes of such Award shall be the definition of “separation
from service” provided for under Section 409A of the Code and the regulations
or other guidance issued thereunder.


2.30                       “Total and Permanent Disability”
means a Participant is qualified for long-term disability benefits under the
Company’s or Subsidiary’s disability plan or insurance policy; or, if no such
plan or policy is then in existence or if the Participant is not eligible to
participate in such plan or policy, that the Participant, because of a physical
or mental condition resulting from bodily injury, disease, or mental disorder
is unable to perform his or her duties of employment for a period of six (6)
continuous months, as determined in good faith by the Committee, based upon
medical reports or other evidence satisfactory to the Committee; provided
that, with respect to any Incentive Stock Option, Total and Permanent
Disability shall have the meaning given it under the rules governing Incentive
Stock Options under the Code. Notwithstanding the foregoing provisions of this Section
2.30, in the event an Award issued under the Plan is subject to Section
409A of the Code, then, in lieu of the foregoing definition and to the extent
necessary to comply with the requirements of Section 409A of the Code, the
definition of “Total and Permanent Disability” for purposes of such Award shall
be the definition of “disability” provided for under Section 409A of the Code
and the regulations or other guidance issued thereunder.


ARTICLE
3 

ADMINISTRATION


3.1                             General
Administration; Establishment of Committee. 
Subject to the terms of this Article 3, the Plan shall be
administered by the Board or such committee (the “Committee”) of the Board as is
designated by the Board to administer the Plan. The Committee shall consist of
between three and six persons.  Any
member of the Committee may be removed at any time, with or without cause, by
resolution of the Board. Any vacancy occurring in the membership of the
Committee may be filled by appointment by the Board.  At any time there is no Committee to
administer the Plan, any references in this Plan to the Committee shall be
deemed to refer to the Board.


In
the event the Board decides that Awards shall constitute “performance-based
compensation” (within the meaning of Section 162(m) of the Code), membership on
the Committee shall be limited to those members of the Board who are “outside
directors” under Section 162(m) of the Code and “non-employee directors” as
defined in Rule 16b-3 promulgated under the 1934 Act.  The Committee shall select one of its members
to act as its Chairman.  A majority of
the Committee shall constitute a quorum, and the act of a majority of the
members of the Committee present at a meeting at which a quorum is present
shall be the act of the Committee.


3.2                             Designation
of Participants and Awards.  The
Committee or the Board shall determine and designate from time to time the
eligible persons to whom Awards will be granted and shall set forth in each
related Award Agreement, where applicable, the Award Period, the Date of Grant,
and such other terms, provisions, limitations, and performance requirements, as



 5
 









are approved by
the Committee, but not inconsistent with the Plan.  Although the members of the Committee shall
be eligible to receive Awards, all decisions with respect to any Award, and the
terms and conditions thereof, to be granted under the Plan to any member of the
Committee shall be made solely and exclusively by the other members of the
Committee, or if such member is the only member of the Committee, by the Board.


3.3                             Authority of the Committee.  The Committee, in its discretion, shall (i)
interpret the Plan, (ii) prescribe, amend, and rescind any rules and
regulations necessary or appropriate for the administration of the Plan, (iii)
establish performance goals for an Award and certify the extent of their achievement,
and (iv) make such other determinations or certifications and take such other
action as it deems necessary or advisable in the administration of the
Plan.  Any interpretation, determination,
or other action made or taken by the Committee shall be final, binding, and
conclusive on all interested parties. 
The Committee’s discretion set forth herein shall not be limited by any
provision of the Plan, including any provision which by its terms is applicable
notwithstanding any other provision of the Plan to the contrary.


The
Committee may delegate to officers of the Company, pursuant to a written
delegation, the authority to perform specified functions under the Plan.  Any actions taken by any officers of the
Company pursuant to such written delegation of authority shall be deemed to
have been taken by the Committee.


With
respect to restrictions in the Plan that are based on the requirements of Rule
16b-3 promulgated under the 1934 Act, Section 422 of the Code, Section 162(m)
of the Code, the rules of any exchange or inter-dealer quotation system upon
which the Company’s securities are listed or quoted, or any other applicable
law, rule, or restriction (collectively, “applicable law”), to the extent that any such
restrictions are no longer required by applicable law, the Committee shall have
the sole discretion and authority to grant Awards that are not subject to such
mandated restrictions and/or to waive any such mandated restrictions with
respect to outstanding Awards.


ARTICLE
4 

ELIGIBILITY


Any
Employee (including an Employee who is also a director or an officer),
Consultant or Outside Director of the Company whose judgment, initiative, and
efforts contributed or may be expected to contribute to the successful
performance of the Company is eligible to participate in the Plan; provided
that only Employees of a corporation shall be eligible to receive Incentive
Stock Options.  The Committee, upon its
own action, may grant, but shall not be required to grant, an Award to any
Employee, Consultant or Outside Director of the Company or any Subsidiary.  Awards may be granted by the Committee at any
time and from time to time to new Participants, or to then Participants, or to
a greater or lesser number of Participants, and may include or exclude previous
Participants, as the Committee shall determine. 
Except as required by this Plan, Awards granted at different times need
not contain similar provisions.  The
Committee’s determinations under the Plan (including without limitation
determinations of which Employees, Consultants or Outside Directors, if any,
are to receive Awards, the form, amount and timing of such Awards, the terms
and provisions of such Awards and the agreements evidencing same) need not be
uniform and may be made by it selectively among Participants who receive, or
are eligible to receive, Awards under the Plan.



 6
 









ARTICLE
5


SHARES
SUBJECT TO PLAN


5.1                             Number
Available for Awards.  Subject to
adjustment as provided in Articles 11 and 12, the maximum number of
shares of Common Stock that may be delivered pursuant to Awards granted under
the Plan is 850,000 shares, 100% of which may be delivered pursuant to
Incentive Stock Options.  Subject to
adjustment pursuant to Articles 11 and 12, no Executive Officer may
receive in any calendar year (i) Stock Options relating to more than 30,000
shares of Common Stock, or (ii) Common Stock or Restricted Stock relating to
more than 10,000 shares of Common Stock; provided, however, that all such
Awards to any Executive Officer during any calendar year shall not exceed an
aggregate of more than 40,000 shares of Common Stock.  Shares to be issued may be made available
from authorized but unissued Common Stock, Common Stock held by the Company in
its treasury, or Common Stock purchased by the Company on the open market or
otherwise. During the term of this Plan, the Company shall at all times reserve
and keep available the number of shares of Common Stock that will be sufficient
to satisfy the requirements of this Plan.


5.2                             Reuse
of Shares.  To the extent that any Award
under this Plan is forfeited, expires, or is canceled, in whole or in part,
then the number of shares of Common Stock covered by the Award or stock option
so forfeited, expired, or canceled may again be awarded pursuant to the
provisions of this Plan.  In the event
that previously acquired shares of Common Stock are delivered to the Company in
full or partial payment of the exercise price for the exercise of a Stock
Option granted under this Plan, the number of shares of Common Stock available
for future Awards under this Plan shall be reduced only by the net number of
shares of Common Stock issued upon the exercise of the Stock Option.  Awards that may be satisfied either by the
issuance of shares of Common Stock or by cash or other consideration shall be
counted against the maximum number of shares of Common Stock that may be issued
under this Plan only during the period that the Award is outstanding or to the
extent the Award is ultimately satisfied by the issuance of shares of Common
Stock.  Notwithstanding any provisions of
the Plan to the contrary, only shares forfeited back to the Company, shares
canceled on account of termination, expiration or lapse of an Award, shares
surrendered in payment of the exercise price of an option, or shares withheld for
payment of applicable employment taxes and/or withholding obligations resulting
from the exercise of an option shall again be available for grant of Incentive
Stock Options under the Plan, but shall not increase the maximum  number of shares described in Section 5.1
above as the maximum number of shares of Common Stock that may be delivered
pursuant to Incentive Stock Options.


ARTICLE
6 

GRANT OF AWARDS


6.1                             In
General.


(a)                                The
grant of an Award shall be authorized by the Committee and shall be evidenced
by an Award Agreement setting forth the Award or Awards being granted, the
total number of shares of Common Stock subject to the Award(s), the Option
Price (if applicable), the Award Period, the Date of Grant, and such other
terms, provisions, limitations, and performance objectives, as are approved by
the Committee, but (i) not inconsistent with the Plan and (ii) to the extent an
Award issued under the Plan is subject to Section 409A of the Code, in
compliance with the applicable requirements of Section



 7
 









409A of the Code and the regulations or other guidance
issued thereunder.  The Company shall
execute an Award Agreement with a Participant after the Committee approves the
issuance of an Award.  Any Award granted
pursuant to this Plan must be granted within ten (10) years of the date of
adoption of this Plan. The Plan shall be submitted to the Company’s
stockholders  for approval;
however, the Committee may grant Awards under the Plan prior to the time of
stockholder  approval.  Any such Award granted prior to such
stockholder  approval shall be made
subject to such stockholder  approval.
The grant of an Award to a Participant shall not be deemed either to entitle
the Participant to, or to disqualify the Participant from, receipt of any other
Award under the Plan.


(b)                               If
the Committee establishes a purchase price for an Award, the Participant must
accept such Award within a period of thirty (30) days (or such shorter period
as the Committee may specify) after the Date of Grant by executing the
applicable Award Agreement and paying such purchase price (if applicable).


6.2                             Option
Price.  The Option Price for any
share of Common Stock which may be purchased under a Nonqualified Stock Option
for any share of Common Stock may be equal to or greater than the Fair Market
Value of the share on the Date of Grant. 
The Option Price for any share of Common Stock which may be purchased
under an Incentive Stock Option must be at least equal to the Fair Market Value
of the share on the Date of Grant; if an Incentive Stock Option is granted to
an Employee who owns or is deemed to own (by reason of the attribution rules of
Section 424(d) of the Code) more than ten percent (10%) of the combined voting
power of all classes of stock of the Company (or any parent or Subsidiary), the
Option Price shall be at least 110% of the Fair Market Value of the Common
Stock on the Date of Grant.


6.3                             Maximum
ISO Grants.  The Committee may not
grant Incentive Stock Options under the Plan to any Employee which would permit
the aggregate Fair Market Value (determined on the Date of Grant) of the Common
Stock with respect to which Incentive Stock Options (under this and any other
plan of the Company and its Subsidiaries) are exercisable for the first time by
such Employee during any calendar year to exceed $100,000.  To the extent any Stock Option granted under
this Plan which is designated as an Incentive Stock Option exceeds this limit
or otherwise fails to qualify as an Incentive Stock Option, such Stock Option
(or any such portion thereof) shall be a Nonqualified Stock Option.  In such case, the Committee shall designate
which stock will be treated as Incentive Stock Option stock by causing the
issuance of a separate stock certificate and identifying such stock as
Incentive Stock Option stock on the Company’s stock transfer records.


6.4                             Restricted
Stock.  If Restricted Stock is
granted to or received by a Participant under an Award, the Committee shall set
forth in the related Award Agreement: (i) the number of shares of Common Stock
awarded, (ii) the price, if any, to be paid by the Participant for such
Restricted Stock and the method of payment of the price, (iii) the time or
times within which such Award may be subject to forfeiture, (iv) specified
Performance Goals of the Company, a Subsidiary, any division thereof or any
group of Employees of the Company, or other criteria, which the Committee
determines must be met in order to remove any restrictions (including vesting)
on such Award, and (v) all other terms, limitations, restrictions, and conditions
of the Restricted Stock, which shall be consistent with this Plan and to the
extent a Restricted Stock granted under the Plan is subject to Section 409A of
the Code, in compliance with the applicable requirements of Section 409A of the
Code and the regulations or other guidance issued thereunder.  The provisions of Restricted Stock need not
be the same with respect to each Participant.



 8
 









(a)                                Legend on Shares.  Each Participant who is awarded or receives
Restricted Stock shall be issued a stock certificate or certificates in respect
of such shares of Common Stock.  Such
certificate(s) shall be registered in the name of the Participant, and shall
bear an appropriate legend referring to the terms, conditions, and restrictions
applicable to such Restricted Stock, substantially as provided in Section
15.10 of the Plan.


(b)                                Restrictions and
Conditions.  Shares of Restricted
Stock shall be subject to the following restrictions and conditions:


(i)                                   Subject
to the other provisions of this Plan and the terms of the particular Award
Agreements, during such period as may be determined by the Committee commencing
on the Date of Grant or the date of exercise of an Award (the “Restriction Period”),
the Participant shall not be permitted to sell, transfer, pledge, or assign
shares of Restricted Stock. Except for these limitations, the Committee may, in
its sole discretion, remove any or all of the restrictions on such Restricted
Stock whenever it may determine that, by reason of changes in applicable laws
or other changes in circumstances arising after the date of the Award, such
action is appropriate.


(ii)                                Except
as provided in sub-paragraph (i) above or in the applicable Award Agreement,
the Participant shall have, with respect to his or her Restricted Stock, all of
the rights of a stockholder of the Company, including the right to vote the
shares and the right to receive any dividends thereon.  Certificates for shares of Common Stock free
of restriction under this Plan shall be delivered to the Participant promptly after,
and only after, the Restriction Period has expired without forfeiture in
respect of such shares of Common Stock or after any other restrictions imposed
on such shares of Common Stock by the applicable Award Agreement or other
agreement have expired.  Certificates for
the shares of Common Stock forfeited under the provisions of the Plan and the
applicable Award Agreement shall be promptly returned to the Company by the
forfeiting Participant.  Each Award
Agreement shall require that each Participant, in connection with the issuance
of a certificate for Restricted Stock, shall endorse such certificate in blank
or execute a stock power in form satisfactory to the Company in blank and
deliver such certificate and executed stock power to the Company.


(iii)                             The
Restriction Period of Restricted Stock shall commence on the Date of Grant, as
specified in the Award Agreement, and, subject to Article 12 of the
Plan, unless otherwise established by the Committee in the Award Agreement
setting forth the terms of the Restricted Stock, shall expire upon satisfaction
of the conditions set forth in the Award Agreement; such conditions may provide
for vesting based on such Performance Goals as may be determined by the
Committee in its sole discretion.


(iv)                            Except
as otherwise provided in the particular Award Agreement, upon Termination of
Service for any reason during the Restriction Period, the nonvested shares of
Restricted Stock shall be forfeited by the Participant.  In the event a Participant has paid any
consideration to the Company for such forfeited



 9
 









Restricted Stock, the Committee shall specify in the
Award Agreement that either (i) the Company shall be obligated to, or (ii) the
Company may, in its sole discretion, elect to, pay to the Participant, as soon
as practicable after the event causing forfeiture, in cash, an amount equal to
the lesser of the total consideration paid by the Participant for such
forfeited shares or the Fair Market Value of such forfeited shares as of the
date of Termination of Service, as the Committee, in its sole discretion shall
select. Upon any forfeiture, all rights of a Participant with respect to the
forfeited shares of the Restricted Stock shall cease and terminate without any
further obligation on the part of the Company.


6.5                             Performance
Goals.  Awards of Common Stock or
Restricted Stock under the Plan may be made subject to the attainment of
Performance Goals relating to one or more business criteria which, where
applicable, shall be within the meaning of Section 162(m) of the Code and
consist of one or more or any combination of the following criteria: cash flow;
cost; revenues;  sales; ratio of debt to
debt plus equity; net borrowing, credit quality or debt ratings; profit before
tax; economic profit; earnings before interest and taxes; earnings before
interest, taxes, depreciation and amortization; gross margin; earnings per
share (whether on a pre-tax, after-tax, operational or other basis); operating
earnings; capital expenditures; expenses or expense levels; economic value added;
ratio of operating earnings to capital spending or any other operating ratios;
free cash flow; net profit; net sales; net asset value per share; the
accomplishment of mergers, acquisitions, dispositions, public offerings or
similar extraordinary business transactions; sales growth; price of the Company’s
Common Stock; return on assets, equity, or stockholders’ equity; market share;
inventory levels; inventory turn or shrinkage; or total return to stockholders
(“Performance Criteria”).  Any Performance Criteria may be used to
measure the performance of the Company as a whole or any business unit of the
Company and may be measured relative to a peer group or index.  Any Performance Criteria may include or
exclude (i) extraordinary, unusual, and/or non-recurring items of gain or loss,
(ii) gains or losses on the disposition of a business, (iii) changes in tax or
accounting regulations or laws, or (iv) the effect of a merger or acquisition,
as identified in the Company’s quarterly and annual earnings releases.  In all other respects, Performance Criteria
shall be calculated in accordance with the Company’s financial statements,
under generally accepted accounting principles, or under a methodology
established by the Committee prior to the issuance of an Award which is
consistently applied and identified in the audited financial statements,
including footnotes, or the Management Discussion and Analysis section of the
Company’s annual report.  However, to the
extent Section 162(m) of the Code is applicable, the Committee may not in any
event increase the amount of compensation payable to an individual upon the
attainment of a Performance Goal.


ARTICLE
7


AWARD
PERIOD; VESTING


7.1                             Award
Period.  Subject to the other
provisions of this Plan, the Committee may, in its discretion, provide that an
Award may not be exercised in whole or in part for any period or periods of
time or beyond any date specified in the Award Agreement.  Except as provided in the Award Agreement, a
vested Award may be exercised in whole or in part at any time during its
term.  The Award Period for an Award
shall be reduced or terminated upon Termination of Service.  No Award granted under the Plan may be
exercised at any time after the end of its Award Period.  No portion of any Award may be exercised
after the expiration of ten (10) years from its Date of Grant.  However, if an Employee owns or is deemed to
own (by reason of the



 10
 









attribution rules
of Section 424(d) of the Code) more than ten percent (10%) of the combined
voting power of all classes of stock of the Company (or any parent or
Subsidiary) and an Incentive Stock Option is granted to such Employee, the term
of such Incentive Stock Option (to the extent required by the Code at the time
of grant) shall be no more than five (5) years from the Date of Grant.  Notwithstanding the foregoing and unless the
applicable Award Agreement provides otherwise, (i) in the event an Outside
Director suffers a Termination of Service, such Outside Director shall have a
period of ninety (90) days following such Termination of Service to exercise
his then unexercised (but vested) Nonqualified Stock Options; and (ii) in the
event an Employee or Consultant suffers a Termination of Service, the Committee
shall have the full power and authority, but shall not be obligated,  to extend (either at the time the Award is
granted or at any time while the Award remains outstanding) the period of time
for which an Award is to remain exercisable following the Employee’s or
Consultant’s Termination of Service from the period set forth in the applicable
Award Agreement, provided, however, in no event shall the Committee extend such
exercise period if such extension would cause the Award to be subject to the
requirements of Section 409A of the Code.


7.2                             Vesting.  The Committee, in its sole discretion, may
determine that an Award will be immediately vested in whole or in part, or that
all or any portion may not be vested until a date, or dates, subsequent to its
Date of Grant, or until the occurrence of one or more specified events, subject
in any case to the terms of the Plan.  If
the Committee imposes conditions upon vesting, then, subsequent to the Date of
Grant, the Committee may, in its sole discretion, accelerate the date on which
all or any portion of the Award may be vested. 
Notwithstanding the foregoing, (i) upon the effective date of a Change
in Control, all Awards shall be immediately vested, in whole; and (ii) upon the
Participant’s death or Total and Permanent Disability, the portion of the
Participant’s Awards that would have vested had the Participant remained
employed through the vesting date immediately following the date of such death
or Total and Permanent Disability (or, in the event vesting is based upon the
attainment of one or more Performance Goals, the pro-rata portion of the
Participant’s Awards that would have vested had the Participant remained
employed through the vesting date immediately following  the date of such death or Total and Permanent
Disability, or such other date as may be determined by the Committee, in its
sole discretion), shall be immediately vested.


ARTICLE
8


EXERCISE
OR CONVERSION OF AWARDS


8.1                              In General. 
A vested Award may be exercised or converted, during its Award Period,
subject to limitations and restrictions set forth in the Award Agreement


8.2                               Securities Law and
Exchange Restrictions.  In no event
may an Award be exercised or shares of Common Stock be issued pursuant to an
Award if a necessary listing or quotation of the shares of Common Stock on a
stock exchange or inter-dealer quotation system or any registration under state
or federal securities laws required under the circumstances has not been
accomplished.


8.3                               Exercise
of Stock Option.


(a)
                               In
General.  If the Committee imposes
conditions upon exercise, then subsequent to the Date of Grant, the Committee
may, in its sole discretion, accelerate the date on which all or any portion of
the Stock Option may be exercised.  No
Stock Option



 11
 









may be exercised  for a fractional share of Common Stock.  The granting of a Stock Option shall impose
no obligation upon the Participant to exercise that Stock Option.


(b)                                Notice
and Payment.  Subject to such
administrative regulations as the Committee may from time to time adopt, a
Stock Option may be exercised by the delivery of written notice to the
Committee setting forth the number of shares of Common Stock with respect to
which the Stock Option is to be exercised and the date of exercise thereof (the
“Exercise Date”)
which shall be at least three (3) days after giving such notice unless an
earlier time shall have been mutually agreed upon.  On the Exercise Date, the Participant shall
deliver to the Company consideration with a value equal to the total Option
Price of the shares to be purchased, payable as provided in the Award
Agreement, which may provide for payment in any one or more of the following
ways:  (a) cash or check, bank draft, or
money order payable to the order of the Company; (b) Common Stock (including
Restricted Stock) owned by the Participant on the Exercise Date, valued at its
Fair Market Value on the Exercise Date, and which the Participant has not
acquired from the Company within six (6) months prior to the Exercise Date (“stock-for-stock
exercise”); (c) with the consent of the Committee, by delivery (including by
FAX) to the Company or its designated agent of an executed irrevocable option
exercise form together with irrevocable instructions from the Participant to a
broker or dealer, reasonably acceptable to the Company, to sell certain of the
shares of Common Stock purchased upon exercise of the Stock Option or to pledge
such shares as collateral for a loan and promptly deliver to the Company the
amount of sale or loan proceeds necessary to pay such purchase price (“cashless
exercise method”);  and/or (d) in any
other form of valid consideration that is acceptable to the Committee in its
sole discretion.  In the event that
shares of Restricted Stock are tendered as consideration for the exercise of a
Stock Option, a number of shares of Common Stock issued upon the exercise of
the Stock Option equal to the number of shares of Restricted Stock used as
consideration therefor shall be subject to the same restrictions and provisions
as the Restricted Stock so tendered.


(c)                                Reload
Stock Options.  In the event that
shares of Common Stock are delivered by a Participant in payment of all or a
portion of the exercise price of a Stock Option as set forth in Section
8.3(b) above and/or shares of Common Stock are delivered to or withheld by
the Company in satisfaction of the Company’s tax withholding obligations upon
exercise in accordance with Section 15.6 hereof, then, subject to Article
10 hereof, then, if and to the extent authorized by the Committee, such
Participant may be eligible for the grant of a replacement Nonqualified Stock
Option (or if the Participant is exercising an Incentive Stock Option, a
replacement Incentive Stock Option) (in either case, a “Reload Stock Option”),
to purchase that number of shares so delivered to or withheld by the Company,
as the case may be, at an option exercise price equal to the Fair Market Value
per share of the Common Stock on the date of exercise of the original Stock
Option (subject to the provisions of the Plan regarding Incentive Stock Options
and, in any event not less than the par value per share of the Common Stock).
The option period for a Reload Stock Option will commence on its Date of Grant
and expire on the expiration date of the original Stock Option it replaces
(subject to the provisions of the Plan regarding Incentive Stock Options),
after which period the Reload Stock Option cannot be exercised.  The Date of Grant of a Reload Stock Option
shall be the date that the Stock Option it replaces is exercised.  A Reload Stock Option cannot be exercised by
the Participant until the later of: (i) the exercise dates specified in the
original Stock Option or (ii) six (6) months after the Date of Grant of the
Reload Stock Option.  It shall



 12
 









be a condition to the grant of a Reload Stock Option
that promptly after its Date of Grant, a stock option agreement shall be
delivered to the Participant and executed by the Participant and the Company
which sets forth the total number of shares subject to the Reload Stock Option,
the option exercise price, the option period of the Reload Stock Option, and
such other terms and provisions as are consistent with the Plan.


(d)
                               Issuance
of Certificate.  Except as otherwise
provided in Section 6.4 hereof (with respect to shares of Restricted
Stock) or in the applicable Award Agreement, upon payment of all amounts due
from the Participant, the Company shall cause certificates for the Common Stock
then being purchased to be delivered as directed by the Participant (or the
person exercising the Participant’s Stock Option in the event of his death) at
its principal business office promptly after the Exercise Date; provided that
if the Participant has exercised an Incentive Stock Option, the Company may at
its option retain physical possession of the certificate evidencing the shares
acquired upon exercise until the expiration of the holding periods described in
Section 422(a)(1) of the Code. The obligation of the Company to deliver shares
of Common Stock shall, however, be subject to the condition that, if at any
time the Committee determines in its discretion that the listing, registration,
or qualification of the Stock Option or the Common Stock upon any securities
exchange or inter-dealer quotation system or under any state or federal law, or
the consent or approval of any governmental regulatory body, is necessary as a
condition of, or in connection with, the Stock Option or the issuance or
purchase of shares of Common Stock thereunder, the Stock Option may not be
exercised in whole or in part unless such listing, registration, qualification,
consent, or approval shall have been effected or obtained free of any
conditions not reasonably acceptable to the Committee.


(e)
                               Failure
to Pay.  Except as may otherwise be
provided in an Award Agreement, if the Participant fails to pay for any of the
Common Stock specified in such notice or fails to accept delivery thereof, that
portion of the Participant’s Stock Option and right to purchase such Common
Stock may be forfeited by the Company.


8.4                             Disqualifying
Disposition of Incentive Stock Option. 
If shares of Common Stock acquired upon exercise of an Incentive Stock
Option are disposed of by a Participant prior to the expiration of either two
(2) years from the Date of Grant of such Stock Option or one (1) year from the
transfer of shares of Common Stock to the Participant pursuant to the exercise
of such Stock Option, or in any other disqualifying disposition within the
meaning of Section 422 of the Code, such Participant shall notify the Company
in writing of the date and terms of such disposition.  A disqualifying disposition by a Participant
shall not affect the status of any other Stock Option granted under the Plan as
an Incentive Stock Option within the meaning of Section 422 of the Code.


ARTICLE
9


AMENDMENT
OR DISCONTINUANCE


Subject
to the limitations set forth in this Article 9, the Board may at any
time and from time to time, without the consent of the Participants, alter,
amend, revise, suspend, or discontinue the Plan in whole or in part; provided,
however, that no amendment for which stockholder approval is required either
(i) by any securities exchange or inter-dealer quotation system on which the
Common Stock is listed or traded or (ii) in 
order for the Plan and Awards awarded under the Plan to continue to
comply with Sections 162(m), 421, and 422 of the Code, including



 13
 









any successors to
such Sections;  shall be effective unless
such amendment shall be approved by the requisite vote of the stockholders of
the Company entitled to vote thereon.  Any
such amendment shall, to the extent deemed necessary or advisable by the
Committee, be applicable to any outstanding Awards theretofore granted under
the Plan, notwithstanding any contrary provisions contained in any Award
Agreement.  In the event of any such
amendment to the Plan, the holder of any Award outstanding under the Plan
shall, upon request of the Committee and as a condition to the exercisability
thereof, execute a conforming amendment in the form prescribed by the Committee
to any Award Agreement relating thereto. 
Notwithstanding anything contained in this Plan to the contrary, unless
required by law, no action contemplated or permitted by this Article 9
shall adversely affect any rights of Participants or obligations of the Company
to Participants with respect to any Award theretofore granted under the Plan
without the consent of the affected Participant.


ARTICLE
10 

TERM


The Plan shall be effective from the date that this
Plan is approved by the Board.  Unless
sooner terminated by action of the Board, the Plan will terminate on January 22, 2014, but Awards granted before
that date will continue to be effective in accordance with their terms and
conditions.


ARTICLE
11  

CAPITAL ADJUSTMENTS


In
the event that the Committee determines that any dividend or other distribution
(whether in the form of cash, Common Stock, other securities, or other
property), recapitalization, stock split, reverse stock split, rights offering,
reorganization, merger, consolidation, split-up, spin-off, split-off,
combination, subdivision, repurchase, or exchange of Common Stock or other
securities of the Company, issuance of warrants or other rights to purchase
Common Stock or other securities of the Company, or other similar corporate
transaction or event affects the Common Stock such that an adjustment is
determined by the Committee to be appropriate to prevent the dilution or
enlargement of the benefits or potential benefits intended to be made available
under the Plan, then the Committee shall, in such manner as it may deem
equitable, adjust any or all of the (i) the number of shares and type of Common
Stock (or the securities or property) which thereafter may be made the subject
of Awards, (ii) the number of shares and type of Common Stock (or other
securities or property) subject to outstanding Awards, (iii) the Option Price
of each outstanding Award, and (iv) the amount, if any, the Company pays for
forfeited shares of Common Stock in accordance with Section 6.4;
provided however, that the number of shares of Common Stock (or other
securities or property) subject to any Award shall always be a whole
number.  In lieu of the foregoing, if
deemed appropriate, the Committee may make provision for a cash payment to the
holder of an outstanding Award. 
Notwithstanding the foregoing, no such adjustment or cash payment shall
be made or authorized to the extent that such adjustment or cash payment would
cause the Plan or any Stock Option to violate Section 422 of the Code.  Such adjustments shall be made in accordance
with the rules of any securities exchange, stock market, or stock quotation system
to which the Company is subject.



 14
 









Upon
the occurrence of any such adjustment or cash payment, the Company shall
provide notice to each affected Participant of its computation of such
adjustment or cash payment which shall be conclusive and shall be binding upon
each such Participant.


ARTICLE
12


RECAPITALIZATION,
MERGER, AND CONSOLIDATION


12.1                        No Effect on Company’s
Authority.  The existence of this
Plan and Awards granted hereunder shall not affect in any way the right or
power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations, or other changes in the
Company’s capital structure and its business, or any Change in Control, or any
merger or consolidation of the Company, or any issuance of bonds, debentures,
preferred or preference stocks ranking prior to or otherwise affecting the
Common Stock or the rights thereof (or any rights, options, or warrants to
purchase same), or the dissolution or liquidation of the Company, or any sale
or transfer of all or any part of its assets or business, or any other
corporate act or proceeding, whether of a similar character or otherwise.


12.2                        Conversion of Awards Where
Company Survives.  Subject to any
required action by the stockholders and except as otherwise provided by Section
12.4 hereof or as may be required to comply with Section 409A of the Code
and the regulations or other guidance issued thereunder, if the Company is the
surviving or resulting corporation in any merger, consolidation, or share exchange,
any Award granted hereunder shall pertain to and apply to the securities or
rights (including cash, property, or assets) to which a holder of the number of
shares of Common Stock subject to the Award would have been entitled.


12.3                        Exchange
or Cancellation of Awards Where Company Does Not Survive.  Except
as otherwise provided by Section 12.4 hereof or as may be required to
comply with Section 409A of the Code and the regulations or other guidance
issued thereunder, in the event of any merger, consolidation, or share exchange
pursuant to which the Company is not the surviving or resulting corporation,
there shall be substituted for each share of Common Stock subject to the
unexercised portions of outstanding Awards, that number of shares of each class
of stock or other securities or that amount of cash, property, or assets of the
surviving, resulting, or consolidated company which were distributed or
distributable to the stockholders of the Company in respect to each share of
Common Stock held by them, such outstanding Awards to be thereafter exercisable
for such stock, securities, cash, or property in accordance with their terms.


12.4                        Cancellation of Awards.  Notwithstanding the provisions of Sections
12.2 and 12.3 hereof,  and except as
may be required to comply with Section 409A of the Code and the regulations or
other guidance issued thereunder, all Awards granted hereunder may be canceled
by the Company, in its sole discretion, as of the effective date of any Change
in Control, merger, consolidation, or share exchange, or any issuance of bonds,
debentures, preferred or preference stocks ranking prior to or otherwise
affecting the Common Stock or the rights thereof (or any rights, options, or
warrants to purchase same), or of any proposed sale of all or substantially all
of the assets of the Company, or of any dissolution or liquidation of the
Company, by either:


(a)                                giving
notice to each holder thereof or his or her personal representative of its
intention to cancel those Awards for which the issuance of shares of Common
Stock involved payment by the Participant for such shares and, permitting the
purchase during



 15
 









the thirty (30) day period next preceding such
effective date of any or all of the shares of Common Stock subject to such
outstanding Awards, including in the Board’s discretion some or all of the
shares as to which such Awards would not otherwise be vested and exercisable;
or


(b)                               in
the case of Awards that are either (i) settled only in shares of Common Stock,
or (ii) at the election of the Participant, settled in shares of Common Stock,
paying the holder thereof an amount equal to a reasonable estimate of the
difference between the net amount per share payable in such transaction or as a
result of such transaction, and the price per share of such Award to be paid by
the Participant (hereinafter the “Spread”), multiplied by the number of shares
subject to the Award. In cases where the shares constitute, or would after
exercise constitute, Restricted Stock, the Company, in its discretion may include
some or all of those shares in the calculation of the amount payable
hereunder.  In estimating the Spread,
appropriate adjustments to give effect to the existence of the Awards shall be
made, such as deeming the Awards to have been exercised, with the Company
receiving the exercise price payable thereunder, and treating the shares
receivable upon exercise of the Awards as being outstanding in determining the
net amount per share.  In cases where the
proposed transaction consists of the acquisition of assets of the Company, the
net amount per share shall be calculated on the basis of the net amount
receivable with respect to shares of Common Stock upon a distribution and
liquidation by the Company after giving effect to expenses and charges
(including but not limited to taxes payable by the Company before such
liquidation could be completed).


(c)                                An
Award that by its terms would be fully vested or exercisable upon a Change in
Control will be considered vested or exercisable for purposes of Section
12.4(a) hereof.


ARTICLE
13


LIQUIDATION
OR DISSOLUTION


Subject
to Section 12.4 hereof, in case the Company shall, at any time while any
Award under this Plan shall be in force and remain unexpired, (i) sell all or
substantially all of its property, or (ii) dissolve, liquidate, or wind up its
affairs, then each Participant shall be entitled to receive, in lieu of each
share of Common Stock of the Company which such Participant would have been
entitled to receive under the Award, the same kind and amount of any securities
or assets as may be issuable, distributable, or payable upon any such sale,
dissolution, liquidation, or winding up with respect to each share of Common
Stock of the Company. If the Company shall, at any time prior to the expiration
of any Award, make any partial distribution of its assets, in the nature of a
partial liquidation, whether payable in cash or in kind (but excluding the
distribution of a cash dividend payable out of earned surplus and designated as
such), and an adjustment is determined by the Committee to be appropriate to
prevent the dilution of the benefits or potential benefits intended to be made
available under the Plan, then the Committee shall, in such manner as it may
deem equitable, make such adjustment in accordance with the provisions of Article
11 hereof.



 16
 









ARTICLE
14


AWARDS
IN SUBSTITUTION FOR  

AWARDS GRANTED BY OTHER ENTITIES


Awards
may be granted under the Plan from time to time in substitution for similar
instruments held by employees, consultants or directors of a corporation,
partnership, or limited liability company who become or are about to become
Employees, Consultants or Outside Directors of the Company or any Subsidiary as
a result of a merger or consolidation of the employing corporation with the
Company, the acquisition by the Company of equity of the employing entity, or
any other similar transaction pursuant to which the Company becomes the
successor employer.  The terms and
conditions of the substitute Awards so granted may vary from the terms and
conditions set forth in this Plan to such extent as the Committee at the time
of grant may deem appropriate to conform, in whole or in part, to the
provisions of the Awards in substitution for which they are granted.


ARTICLE
15


MISCELLANEOUS
PROVISIONS


15.1                        Investment Intent.  The Company may require that there be
presented to and filed with it by any Participant under the Plan, such evidence
as it may deem necessary to establish that the Awards granted or the shares of
Common Stock to be purchased or transferred are being acquired for investment
and not with a view to their distribution.


15.2                        No Right to Continued
Employment.  Neither the Plan nor any
Award granted under the Plan shall confer upon any Participant any right with
respect to continuance of employment by the Company or any Subsidiary.


15.3                        Indemnification of Board and
Committee.  No member of the Board or
the Committee, nor any officer or Employee of the Company acting on behalf of
the Board or the Committee, shall be personally liable for any action, determination,
or interpretation taken or made in good faith with respect to the Plan, and all
members of the Board and the Committee, each officer of the Company, and each
Employee of the Company acting on behalf of the Board or the Committee shall,
to the extent permitted by law, be fully indemnified and protected by the
Company in respect of any such action, determination, or interpretation.


15.4                        Effect of the Plan.  Neither the adoption of this Plan nor any
action of the Board or the Committee shall be deemed to give any person any
right to be granted an Award or any other rights except as may be evidenced by
an Award Agreement, or any amendment thereto, duly authorized by the Committee
and executed on behalf of the Company, and then only to the extent and upon the
terms and conditions expressly set forth therein.


15.5                        Compliance With Other Laws and
Regulations.  Notwithstanding
anything contained herein to the contrary, the Company shall not be required to
sell or issue shares of Common Stock under any Award if the issuance thereof
would constitute a violation by the Participant or the Company of any
provisions of any law or regulation of any governmental authority or any
national securities exchange or inter-dealer quotation system or other forum in
which shares of Common Stock are quoted or traded (including without limitation
Section 16 of the 1934 Act and Section 162(m) of the Code); and, as a condition
of any sale or issuance of shares of Common Stock under an Award, the Committee
may require such agreements or



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undertakings, if
any, as the Committee may deem necessary or advisable to assure compliance with
any such law or regulation.  The Plan,
the grant and exercise of Awards hereunder, and the obligation of the Company
to sell and deliver shares of Common Stock, shall be subject to all applicable
federal and state laws, rules, and regulations and to such approvals by any
government or regulatory agency as may be required.


15.6                        Tax Requirements.  The Company or, if applicable, any Subsidiary
(for purposes of this Section 15.6, the term “Company” shall be
deemed to include any applicable Subsidiary), shall have the right to deduct
from all amounts paid in cash or other form in connection with the Plan, any
Federal, state, local, or other taxes required by law to be withheld in
connection with an Award granted under this Plan.  The Company may, in its sole discretion, also
require the Participant receiving shares of Common Stock issued under the Plan
to pay the Company the amount of any taxes that the Company is required to
withhold in connection with the Participant’s income arising with respect to
the Award.  Such payments shall be
required to be made when requested by Company and may be required to be made
prior to the delivery of any certificate representing shares of Common
Stock.  Such payment may be made (i) by
the delivery of cash to the Company in an amount that equals or exceeds (to
avoid the issuance of fractional shares under (iii) below) the required tax
withholding obligations of the Company; (ii) if the Company, in its sole
discretion, so consents in writing, the actual delivery by the exercising
Participant to the Company of shares of Common Stock that the Participant has
not acquired from the Company within six (6) months prior to the date of exercise,
which shares so delivered have an aggregate Fair Market Value that equals or
exceeds (to avoid the issuance of fractional shares under (iii) below) the
required tax withholding payment; (iii) if the Company, in its sole discretion,
so consents in writing, the Company’s withholding of a number of shares to be
delivered upon the exercise of the Stock Option, which shares so withheld have
an aggregate Fair Market Value that equals (but does not exceed) the required
tax withholding payment; or (iv) any combination of (i), (ii), or (iii).  The Company may, in its sole discretion,
withhold any such taxes from any other cash remuneration otherwise paid by the
Company to the Participant.  The
Committee may in the Award Agreement impose any additional tax requirements or
provisions that the Committee deems necessary or desirable.


15.7                        Assignability.  Incentive Stock
Options may not be transferred, assigned, pledged, hypothecated, or otherwise
conveyed or encumbered other than by will or the laws of descent and distribution
and may be exercised during the lifetime of the Participant only by the
Participant or the Participant’s legally authorized representative, and each
Award Agreement in respect of an Incentive Stock Option shall so provide. The
designation by a Participant of a beneficiary will not constitute a transfer of
a Stock Option.  The Committee may waive
or modify any limitation contained in the preceding sentences of this Section
15.7 that is not required for compliance with Section 422 of the Code.


Except
as otherwise provided herein, Nonqualified Stock Options may not be
transferred, assigned, pledged, hypothecated, or otherwise conveyed or
encumbered other than by will or the laws of descent and distribution.  The Committee may, in its discretion, authorize
all or a portion of a Nonqualified Stock Option to be granted to a Participant
on terms which permit transfer by such Participant to (i) the spouse (or former
spouse), children, or grandchildren of the Participant (“Immediate Family Members”),
(ii) a trust or trusts for the exclusive benefit of such Immediate Family
Members, (iii) a partnership in which the only partners are (1) such Immediate
Family Members and/or (2) entities which are controlled by Immediate Family
Members, (iv) an entity exempt from federal income tax pursuant to Section
501(c)(3) of the Code or any successor provision, or (v) a split interest trust
or pooled income fund described in Section 2522(c)(2) of



 18
 









the Code or any
successor provision, provided that (x) there shall be no consideration
for any such transfer, (y) the Award Agreement pursuant to which such
Nonqualified Stock Option is granted must be approved by the Committee and must
expressly provide for transferability in a manner consistent with this Section,
and (z) subsequent transfers of transferred Nonqualified Stock Options shall be
prohibited except those by will or the laws of descent and distribution.


Following
any transfer, any such Nonqualified Stock Option shall continue to be subject
to the same terms and conditions as were applicable immediately prior to
transfer, provided that for purposes of Articles 8, 9, 11, 13 and 15
hereof the term “Participant” shall be deemed to include the transferee.  The events of Termination of Service shall
continue to be applied with respect to the original Participant, following
which the Nonqualified Stock Options shall be exercisable or convertible by the
transferee only to the extent and for the periods specified in the Award
Agreement.  The Committee and the Company
shall have no obligation to inform any transferee of a Nonqualified Stock
Option of any expiration, termination, lapse, or acceleration of such Stock
Option.  The Company shall have no
obligation to register with any federal or state securities commission or
agency any Common Stock issuable or issued under a Nonqualified Stock Option
that has been transferred by a Participant under this Section 15.7.


15.8                        Use of Proceeds.  Proceeds from the sale of shares of Common
Stock pursuant to Awards granted under this Plan shall constitute general funds
of the Company.


15.9                        Execution
of Receipts and Releases.  Any
payment of cash or any issuance or transfer of Common Stock to a Participant,
or his or her legal representative, heir, legatee, or distributee, shall, to
the extent thereof, be in full satisfaction of all claims of such persons
hereunder.  The Committee may require any
Participant, legal representative, heir, legatee, or distributee, as a
condition precedent to such payment, issuance, or transfer, to execute a
release and receipt therfor in such form as the Committee may determine, in its
sole discretion.


15.10                 Legend.  Each certificate representing shares of
Restricted Stock issued to a Participant shall bear the following legend, or a
similar legend deemed by the Company to constitute an appropriate notice of the
provisions hereof (any such certificate not having such legend shall be
surrendered upon demand by the Company and so endorsed):


On the face of the certificate:


“Transfer of this stock is restricted in accordance
with conditions printed on the reverse of this certificate.”


On the reverse:


“The shares of stock
evidenced by this certificate are subject to, and transferable only in
accordance with, that certain Amended and Restated 2004 Stock Option Plan of
Supreme Industries, Inc., a copy of which is on file at the principal office of
the Company in Goshen, Indiana.  No
transfer or pledge of the shares evidenced hereby may be made except in
accordance with and subject to the provisions of said Plan.  By acceptance of this certificate, any
holder, transferee, or pledgee hereof agrees to be bound by all of the
provisions of said Plan.”



 19
 









The
following legend shall be inserted on a certificate evidencing Common Stock
issued under the Plan if the shares were not issued in a transaction registered
under the applicable federal and state securities laws:


“Shares of stock
represented by this certificate have been acquired by the holder for investment
and not for resale, transfer, or distribution, have been issued pursuant to exemptions
from the registration requirements of applicable state and federal securities
laws, and may not be offered for sale, sold, or transferred other than pursuant
to effective registration under such laws, or in transactions otherwise in
compliance with such laws, and upon evidence satisfactory to the Company of
compliance with such laws, as to which the Company may rely upon an opinion of
counsel satisfactory to the Company.”


A copy of this Plan shall be kept on file in the principal office of
the Company in Goshen, Indiana.


***************



 20
 









IN
WITNESS WHEREOF, the Company has caused this instrument to be executed as
of  February 7, 2006, by its Chairman of
the Board and Secretary pursuant to prior action taken by the Board.


	
  

  	
  SUPREME INDUSTRIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: 

  	
  /s/ Herbert M.
  Gardner

  	
   

  
	
   

  	
   

  	
  Chairman of the
  Board

  
	
   

  	
   

  
	
  Attest:

  
	
   

  
	
   

  
	
  /s/ William J.
  Barrett

  	
   

  
	
   

  	
  Secretary

  
							



 



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