Unassociated Document


    


    INGERSOLL-RAND
      COMPANY LIMITED

    INCENTIVE
      STOCK PLAN OF 2007

    


    
      	
              1.

            	
              Purpose
                of the Plan

            


    

     

    The
      purpose of the Plan is to aid the Company and its Affiliates in recruiting
      and
      retaining key employees and directors and to motivate such employees and
      directors to exert their best efforts on behalf of the Company and its
      Affiliates by providing incentives through the granting of Awards. The Company
      expects that it will benefit from the added interest which such key employees
      and directors will have in the welfare of the Company as a result of their
      proprietary interest in the Company’s success.

     

    
      	
              2.

            	
              Definitions

            


    

     

    The
      following capitalized terms used in the Plan have the respective meanings set
      forth in this Section:

     

    
      	 	
              (a)

            	
              Act:
                The Securities Exchange Act of 1934, as amended, or any successor
                thereto.

            


    

     

    
      	 	
              (b)

            	
              Affiliate:
                With respect to the Company, any Person or entity directly or indirectly
                controlling, controlled by, or under common control with, the Company
                or
                any other Person or entity designated by the Board in which the Company
                or
                an Affiliate has an interest.

            


    

     

    
      	 	
              (c)

            	
              Associate:
                With respect to a specified Person, means (i) any corporation,
                partnership, or other organization of which such specified Person
                is an
                officer or partner; (ii) any trust or other estate in which such
                specified
                Person has a substantial beneficial interest or as to which such
                specified
                Person serves as trustee or in a similar fiduciary capacity; (iii)
                any
                relative or spouse of such specified Person, or any relative of such
                spouse who has the same home as such specified Person, or who is
                a
                director or officer of the Company or any of its Subsidiaries; and
                (iv)
                any Person who is a director, officer, or partner of such specified
                Person
                or of any corporation (other than the Company or any wholly-owned
                Subsidiary), partnership or other entity which is an Affiliate of
                such
                specified person.

            


    

     

    
      	 	
              (d)

            	
              Award:
                An Option, Stock Appreciation Right or Other Stock-Based Award granted
                pursuant to the Plan.

            


    

     

    
      
        	 	
                (e)

              	
                Beneficial
                  Owner:
                  A
                  “beneficial owner”, as such term is defined in Rule 13d-3 under the Act
                  (or any successor rule thereto) provided,
                  however,
                  that any individual, corporation, partnership, group, association
                  or other
                  Person or entity which has the right to acquire any of the Company’s
                  outstanding securities entitled to vote generally in election of
                  directors
                  at any time in the future, whether such right is contingent or
                  absolute,
                  pursuant to any agreement, arrangement or understanding or upon
                  exercise
                  of conversion rights, warrants or options, or otherwise, shall
                  be deemed
                  the Beneficial Owner of such
                  securities.

              


      

       

    


    
      
         

      

      
        
        

        
          

        

      

      
         

      

    


    


    

      
        	 	
                (f)

              	
                Board:
                  The Board of Directors of the
                  Company.

              


      

       

      
        	 	
                (g)

              	
                Change
                  in Control:
                  The date (i) any individual, corporation, partnership, group, association
                  or other person or entity, together with its Affiliates and Associates
                  (other than a trustee or other fiduciary holding securities under
                  an
                  employee benefit plan of the Company or Ingersoll-Rand Company,
                  a New
                  Jersey corporation), is or becomes the Beneficial Owner of securities
                  of
                  the Company representing 30% or more of the combined voting power
                  of the
                  Company’s Voting Securities; (ii) the Continuing Directors fail to
                  constitute a majority of the members of the Board; (iii) of consummation
                  of any transaction or series of transactions under which the Company
                  is
                  merged or consolidated with any other company which is not an Affiliate;
                  (iv) of any sale, lease, exchange or other transfer, in one transaction
                  or
                  a series of related transactions, of all, or substantially all,
                  of the
                  assets of the Company, other than any sale, lease, exchange or
                  other
                  transfer to any Person or entity where the Company owns, directly
                  or
                  indirectly, at least 80% of the combined voting power of the Voting
                  Securities of such Person or entity or its parent corporation after
                  any
                  such transfer; or (v) any other event that the Continuing Directors
                  determine to be a Change in Control; provided,
                  however,
                  that in the case of a transaction described in (i), (iii) or (v),
                  above,
                  there shall not be a Change in Control if the shareholders of the
                  Company
                  immediately prior to any such transaction own (or continue to own
                  by
                  remaining outstanding or by being converted into Voting Securities
                  of the
                  surviving entity or parent entity) more than 50% of the combined
                  voting
                  power of the Voting Securities of the Company, the surviving entity
                  or any
                  parent of either immediately following such transaction, in substantially
                  the same proportion to each other as prior to such
                  transaction.

              


      

       

    

    
      	 	
              (h)

            	
              Code:
                The Internal Revenue Code of 1986, as amended, or any successor
                thereto.

            


    

     

    
      	 	
              (i)

            	
              Committee:
                The Compensation Committee of the Board (or a subcommittee thereof),
                or
                such other committee of the Board (including, without limitation,
                the full
                Board) to which the Board has delegated power to act under or pursuant
                to
                the provisions of the Plan.

            


    

     

    
      	 	
              (j)

            	
              Company:
                Ingersoll-Rand Company Limited, a Bermuda
                company.

            


    

     

    
      	 	
              (k)

            	
              Continuing
                Directors:
                A
                director who either was a member of the Board on December 1, 2006
                or who
                became a member of the Board subsequent to such date and whose election,
                or nomination for election by the Company’s shareholders, was Duly
                Approved by the Continuing Directors on the Board at the time of
                such
                nomination or election, either by a specific vote or by approval
                of the
                proxy statement issued by the Company on behalf of the Board in which
                such
                person is named as nominee for director, without due objection to
                such
                nomination, but excluding, for this purpose, any such individual
                whose
                initial assumption of office occurs as a result of an actual or threatened
                election contest with respect to the election or removal of directors
                or
                other actual or threatened solicitation of proxies or consents by
                or on
                behalf of a person or entity other than the
                Board.

            


    

     


    
      
         

      

      
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              (l)

            	
              Duly
                Approved by the Continuing Directors:
                An action approved by the vote of at least two-thirds of the Continuing
                Directors then on the Board.

            


    

     

    
      	 	
              (m)

            	
              Effective
                Date:
                June 1, 2007.

            


    

     

    
      	 	
              (n)

            	
              Fair
                Market Value:
                On a given date, (i) if there should be a public market for the
                Shares on such date, the average between the high and low price of
                the
                Shares as reported on such date on the Composite Tape of the principal
                national securities exchange on which such Shares are listed or admitted
                to trading, or, if the Shares are not listed or admitted on any national
                securities exchange, the arithmetic mean of the per Share closing
                bid
                price and per Share closing asked price on such date as quoted on
                the
                National Association of Securities Dealers Automated Quotation System
                (or
                such market in which such prices are regularly quoted)(the “NASDAQ”), or,
                if no sale of Shares shall have been reported on the Composite Tape
                of any
                national securities exchange or quoted on the NASDAQ on such date,
                then
                the immediately preceding date on which sales of the Shares have
                been so
                reported or quoted shall be used, and (ii) if there should not be a
                public market for the Shares on such date, the Fair Market Value
                shall be
                the value established by the Committee in good
                faith.

            


    

     

    
      	 	
              (o)

            	
              Full
                Value Awards:
                Awards of Shares under the Plan (including any future grants of restricted
                stock or phantom stock) that are not awards of Options, Stock Appreciation
                Rights or other similar awards.

            


    

     

    
      	 	
              (p)

            	
              ISO:
                An Option that is also an incentive stock option granted pursuant
                to
                Section 6(d) of the Plan.

            


    

     

    
      	 	
              (q)

            	
              Option:
                A
                stock option granted pursuant to Section 6 of the
                Plan.

            


    

     

    
      	 	
              (r)

            	
              Option
                Price:
                The purchase price per Share of an Option, as determined pursuant
                to
                Section 6(a) of the Plan.

            


    

     

    
      	 	
              (s)

            	
              Other
                Stock-Based Awards:
                Awards granted pursuant to Section 8 of the
                Plan.

            


    

     

    
      	 	
              (t)

            	
              Participant:
                An employee or director who is selected by the Committee to participate
                in
                the Plan.

            


    

     

    
      	 	
              (u)

            	
              Performance-Based
                Awards:
                Certain Other Stock-Based Awards granted pursuant to Section 8(b)
                of the
                Plan.

            


    

     


    
      
         

      

      
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              (v)

            	
              Person:
                A
                “person”, as such term is used for purposes of Section 13(d) or 14(d) of
                the Act (or any successor section thereto), including any Affiliate
                or
                Associate of the Company.

            


    

     

    
      	 	
              (w)

            	
              Plan:
                The Ingersoll-Rand Company Limited Incentive Stock Plan of
                2007.

            


    

     

    
      	 	
              (x)

            	
              Shares:
                Class A common shares of the
                Company.

            


    

     

    
      	 	
              (y)

            	
              Stock
                Appreciation Right:
                A
                stock appreciation right granted pursuant to Section 7 of the
                Plan.

            


    

     

    
      	 	
              (z)

            	
              Subsidiary:
                A
                subsidiary corporation, as defined in Section 424(f) of the Code
                (or any
                successor section thereto).

            


    

     

    
      	 	
              (aa)

            	
              Voting
                Securities:
                The outstanding securities entitled to vote generally in election
                of
                directors.

            


    

     

    
      	
              3.

            	
              Shares
                Subject to the Plan

            


    

     

    Subject
      to Section 9, the total number of Shares which may be issued under the Plan
      is
      14,000,000 and the maximum number of Shares for which ISOs may be granted is
      20%
      of the total number of Shares which may be issued under the Plan. Of the total
      available Shares which may be issued under the Plan, not more than 25% shall
      be
      in the form of Full Value Awards. The Shares may consist, in whole or in part,
      of unissued Shares or treasury Shares. The issuance of Shares upon the exercise
      of an Award or in consideration of the cancellation or termination of an Award
      shall reduce the total number of Shares available under the Plan, as applicable.
      Shares which are subject to Awards that terminate or lapse without the payment
      of consideration may be granted again under the Plan.

     


    
      
         

      

      
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              4.

            	
              Administration

            


    

     

    The
      Plan
      shall be administered by the Committee, which may delegate its duties and powers
      in whole or in part to any subcommittee thereof consisting solely of at least
      two individuals who are intended to qualify as “Non-Employee Directors” within
      the meaning of Rule 16b-3 under the Act (or any successor rule thereto),
“independent directors” within the meaning of The New York Stock Exchange’s
      listed company rules and “outside directors” within the meaning of Section
      162(m) of the Code (or any successor section thereto). Additionally, the
      Committee may delegate the authority to grant Awards under the Plan to any
      employee or group of employees of the Company or an Affiliate; provided,
      however,
      that
      such delegation and grants are consistent with applicable law and guidelines
      established by the Committee from time to time. Awards may, in the discretion
      of
      the Committee, be made under the Plan in assumption of, or in substitution
      for,
      outstanding awards previously granted by a company acquired by the Company
      or
      with which the Company and/or any of its Affiliates combines. The number of
      Shares underlying such substitute awards shall be counted against the aggregate
      number of Shares available for Awards under the Plan. The Committee is
      authorized to interpret the Plan, to establish, amend and rescind any rules
      and
      regulations relating to the Plan, and to make any other determinations that
      it
      deems necessary or desirable for the administration of the Plan. The Committee
      may correct any defect or supply any omission or reconcile any inconsistency
      in
      the Plan in the manner and to the extent the Committee deems necessary or
      desirable. Any decision of the Committee in the interpretation and
      administration of the Plan, as described herein, shall lie within its sole
      and
      absolute discretion and shall be final, conclusive and binding on all parties
      concerned (including, but not limited to, Participants and their beneficiaries
      or successors). The Committee shall have the full power and authority to
      establish the terms and conditions of any Award consistent with the provisions
      of the Plan and to waive any such terms and conditions at any time (including,
      without limitation, accelerating or waiving any vesting conditions). The
      Committee shall require payment of any amount it may determine to be necessary
      for federal, state, local or other taxes as a result of the exercise, grant
      or
      vesting of an Award. The Committee shall not be required to issue any Award
      under the Plan until such obligations described in the previous sentence have
      been satisfied in full. In no event shall the Committee cancel any outstanding
      Option or Stock Appreciation Right for the purpose of reissuing such Option
      or
      Stock Appreciation Right to the Participant at a lower exercise price nor shall
      the Committee reduce the exercise price of an outstanding Option or Stock
      Appreciation Right.

     

    
      	
              5.

            	
              Limitations

            


    

     

    No
      Award
      may be granted under the Plan after the tenth anniversary of the Effective
      Date,
      but Awards theretofore granted may extend beyond that date.

     

    
      	
              6.

            	
              Terms
                and Conditions of Options

            


    

     

    Options
      granted under the Plan shall be, as determined by the Committee, non-qualified
      or incentive stock options for United States federal income tax purposes, as
      evidenced by the related Award letters, and shall be subject to the foregoing
      and the following terms and conditions and to such other terms and conditions,
      not inconsistent therewith, as the Committee shall determine:

     


    
      
         

      

      
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              (a)

            	
              Option
                Price.
                The Option Price per Share shall be determined by the Committee,
                but shall
                not be less than 100% of the Fair Market Value of a Share on the
                date an
                Option is granted (other than as described in Section
                4).

            


    

     

    
      	 	
              (b)

            	
              Exercisability.
                Options granted under the Plan shall be exercisable at such time
                and upon
                such terms and conditions as may be determined by the Committee,
                but in no
                event shall an Option be exercisable more than ten years after the
                date it
                is granted. 

            


    

     

    
      	 	
              (c)

            	
              Exercise
                of Options.
                Except as otherwise provided in the Plan or in an Award letter, an
                Option
                may be exercised for all, or from time to time any part, of the Shares
                for
                which it is then exercisable. For purposes of Section 6 of the Plan,
                the
                exercise date of an Option shall be the later of the date a notice
                of
                exercise is received by the Company or its designee or administrative
                agent in the form and manner satisfactory to the Company and, if
                applicable, the date payment is received by the Company or its designee
                or
                administrative agent in accordance with the following sentence. The
                purchase price for the Shares as to which an Option is exercised
                shall be
                paid to the Company as designated by the Committee, pursuant to one
                or
                more of the following methods: (i) in cash or its equivalent (e.g.,
                by
                personal check) or (ii) if there is a public market for the Shares
                underlying the Options at such time, through the delivery of irrevocable
                instructions to a broker to sell Shares obtained upon the exercise
                of the
                Option and to deliver promptly to the Company an amount out of the
                proceeds of such sale equal to the aggregate Option Price for the
                Shares
                being purchased. 

            


    

     

    
      	 	
              (d)

            	
              ISOs.
                The Committee may grant Options under the Plan that are intended
                to be
                ISOs. Such ISOs shall comply with the requirements of Section 422
                of the
                Code (or any successor section thereto). No ISO may be granted to
                any
                Participant who at the time of such grant, owns more than ten percent
                of
                the total combined voting power of all classes of stock of the Company
                or
                of any Subsidiary, unless (i) the Option Price for such ISO is at
                least 110% of the Fair Market Value of a Share on the date the ISO
                is
                granted and (ii) the date on which such ISO terminates is a date not
                later than the day preceding the fifth anniversary of the date on
                which
                the ISO is granted. Any Participant who disposes of Shares acquired
                upon
                the exercise of an ISO either (A) within two years after the date of
                grant of such ISO or (B) within one year after the transfer of such
                Shares to the Participant, shall notify the Company of such disposition
                and of the amount realized upon such disposition. All Options granted
                under the Plan are intended to be nonqualified stock options, unless
                the
                applicable Award letter expressly states that the Option is intended
                to be
                an ISO. If an Option is intended to be an ISO, and if for any reason
                such
                Option (or portion thereof) shall not qualify as an ISO, then, to
                the
                extent of such nonqualification, such Option (or portion thereof)
                shall be
                regarded as a nonqualified stock option granted under the Plan;
                provided
                that such Option (or portion thereof) otherwise complies with the
                Plan’s
                requirements relating to nonqualified stock options. In no event
                shall any
                member of the Committee, the Company or any of its Affiliates (or
                their
                respective employees, officers or directors) have any liability to
                any
                Participant (or any other Person) due to the failure of an Option
                to
                qualify for any reason as an ISO.

            


    

     


    
      
         

      

      
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              (e)

            	
              Rights
                with Respect to Shares.
                No Participant shall have any rights to dividends or other rights
                of a
                shareholder with respect to Shares subject to an Option until the
                Participant has given written notice of exercise of the Option, paid
                in
                full for such Shares and, if applicable, has satisfied any other
                conditions imposed by the Committee pursuant to the
                Plan.

            


    

     

    
      	
              7.

            	
              Terms
                and Conditions of Stock Appreciation
                Rights

            


    

     

    
      	 	
              (a)

            	
              Grants.
                The Committee may grant (i) a Stock Appreciation Right independent of
                an Option or (ii) a Stock Appreciation Right in connection with an
                Option, or a portion thereof. A Stock Appreciation Right granted
                pursuant
                to clause (ii) of the preceding sentence (A) may only be granted
                at the time the related Option is granted, (B) shall cover the same
                number of Shares covered by an Option (or such lesser number of Shares
                as
                the Committee may determine) and (C) shall be subject to the same
                terms and conditions as such Option except for such additional limitations
                as are contemplated by this Section 7 (or such additional limitations
                as
                may be included in an Award
                letter).

            


    

     

    
      	 	
              (b)

            	
              Terms.
                The exercise price per Share of a Stock Appreciation Right shall
                be an
                amount determined by the Committee but in no event shall such amount
                be
                less than the Fair Market Value of a Share on the date the Stock
                Appreciation Right is granted (other than as described in Section
                4);
                provided,
                however,
                that in the case of a Stock Appreciation Right granted in conjunction
                with
                an Option, or a portion thereof, the exercise price may not be less
                than
                the Option Price of the related Option. Each Stock Appreciation Right
                granted independent of an Option shall entitle a Participant upon
                exercise
                to a number of Shares equal to (1) an amount that is (i) the excess
                of (A) the opening price of the Shares (as reported on the Composite
                Tape of the principal national securities exchange on which such
                shares
                are listed or admitted to trading) on the exercise date of one Share
                (the
                “Opening Price”) over (B) the exercise price per Share, multiplied by
                (ii) the number of Shares covered by the Stock Appreciation Right,
                divided by (2) the Opening Price. Each Stock Appreciation Right granted
                in
                conjunction with an Option, or a portion thereof, shall entitle a
                Participant to surrender to the Company the unexercised Option, or
                any
                portion thereof, and to receive from the Company in exchange therefore
                a
                number of Shares equal to (1) an amount that is (i) the excess of
                (A) the Opening Price over (B) the Option Price per Share,
                multiplied by (ii) the number of Shares covered by the Option, or
                portion thereof, which is surrendered, divided by (2) the Opening
                Price.
                Payment shall be made in Shares. Stock Appreciation Rights may be
                exercised from time to time upon actual receipt by the Company or
                its
                designee or administrative agent of written notice of exercise in
                the form
                and manner satisfactory to the Company stating the number of Shares
                with
                respect to which the Stock Appreciation Right is being exercised.
                The date
                a notice of exercise is received by the Company shall be the exercise
                date. No fractional Shares will be issued in payment for Stock
                Appreciation Rights, but instead the number of Shares will be rounded
                downward to the next whole Share. 

            


    

     


    
      
         

      

      
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              (c)

            	
              Limitations.
                The Committee may impose, in its discretion, such conditions regarding
                the
                exercisability of Stock Appreciation Rights as it may deem fit, but
                in no
                event shall a Stock Appreciation Right be exercisable more than ten
                years
                after the date it is granted.

            


    

     

    
      	
              8.

            	
              Other
                Stock-Based Awards

            


    

     

    
      	 	
              (a)

            	
              Generally.
                The Committee, in its sole discretion, may grant or sell Awards of
                Shares
                (including (i) Awards of Shares in lieu of any incentive or variable
                compensation to which a Participant is entitled to from the Company
                or its
                Subsidiaries and (ii) Awards of Shares granted to non-employee directors
                as all or a part of their retainer or other fees for services), Awards
                of
                restricted Shares and Awards that are valued in whole or in part
                by
                reference to, or are otherwise based on the Fair Market Value of,
                Shares
                (“Other Stock-Based Awards”). Such Other Stock-Based Awards shall be in
                such form, and dependent on such conditions, as the Committee shall
                determine, including, without limitation, the right to receive, or
                vest
                with respect to, one or more Shares (or the equivalent cash value
                of such
                Shares) upon the completion of a specified period of service, the
                occurrence of an event and/or the attainment of performance objectives.
                Other Stock-Based Awards may be granted alone or in addition to any
                other
                Awards granted under the Plan. Subject to the provisions of the Plan,
                the
                Committee shall determine to whom and when Other Stock-Based Awards
                will
                be made, the number of Shares to be awarded under (or otherwise related
                to) such Other Stock-Based Awards, and all other terms and conditions
                of
                such Awards (including, without limitation, the vesting provisions
                thereof
                and provisions ensuring that all Shares so awarded and issued shall
                be
                fully paid and non-assessable).

            


    

     


    
      
         

      

      
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              (b)

            	
              Performance-Based
                Awards.
                Notwithstanding anything to the contrary herein, certain Other Stock-Based
                Awards, Options and Stock Appreciation Rights granted under this
                Section 8 may be granted in a manner which is intended to be
                deductible by the Company under Section 162(m) of the Code (or any
                successor section thereto) (“Performance-Based Awards”). A Participant’s
                Performance-Based Award shall be determined based on the attainment
                of
                written performance goals approved by the Committee for a performance
                period established by the Committee (i) while the outcome for that
                performance period is substantially uncertain and (ii) no more than
                90 days after the commencement of the performance period to which the
                performance goal relates or, if less, the number of days which is
                equal to
                25 percent of the relevant performance period. The performance goals,
                which must be objective, shall be based upon one or more of the following
                criteria: (i) consolidated earnings before or after taxes (including
                earnings before interest, taxes, depreciation and amortization);
                (ii) net
                income; (iii) operating income; (iv) earnings per Share; (v) book
                value
                per Share; (vi) return on shareholders’ equity; (vii) expense management;
                (viii) return on invested capital; (ix) improvements in capital structure;
                (x) profitability of an identifiable business unit or product; (xi)
                maintenance or improvement of profit margins or revenue; (xii) stock
                price; (xiii) market share; (xiv) revenues or sales; (xv) costs;
                (xvi)
                available cash flow; (xvii) working capital; (xviii) return on assets;
                (xix) total shareholder return, (xx) productivity ratios, and (xxi)
                economic value added. In addition, to the degree consistent with
                Section 162(m) of the Code (or any successor section thereto), the
                performance goals may be calculated without regard to extraordinary
                items.
                The maximum amount of a Performance-Based Award during a calendar
                year to
                any Participant shall be: (x) with respect to Performance-Based Awards
                that are Options or Stock Appreciation Rights, 750,000 Shares and
                (y) with
                respect to Performance-Based Awards that are not Options or Stock
                Appreciation Rights, $10,000,000 on the date of the award. No
                Performance-Based Awards will be paid for a performance period until
                certification is made by the Committee that the criteria described
                in this
                Section 8(b) has been attained. The amount of the Performance-Based
                Award
                actually paid to a given Participant may be less than (but not greater
                than) the amount determined by the applicable performance goal formula,
                at
                the discretion of the Committee. The amount of the Performance-Based
                Award
                determined by the Committee for a performance period shall be paid
                to the
                Participant at such time as determined by the Committee in its sole
                discretion after the end of such performance period; provided,
                however,
                that a Participant may, if and to the extent permitted by the Committee
                and consistent with the provisions of Sections 162(m) and 409A of the
                Code, elect to defer payment of a Performance-Based
                Award.

            


    

     

    
      	
              9.

            	
              Adjustments
                Upon Certain Events

            


    

     

    Notwithstanding
      any other provisions in the Plan to the contrary (except for Section 17), the
      following provisions shall apply to all Awards granted under the
      Plan:

     

    
      	 	
              (a)

            	
              Generally.
                In the event of any change in the outstanding Shares after the Effective
                Date by reason of any reorganization, recapitalization, merger,
                consolidation, spin-off, combination, combination or transaction
                or
                exchange of Shares or other corporate exchange, or any distribution
                to
                shareholders of Shares other than regular cash dividends or any
                transaction similar to the foregoing, the Committee in its sole discretion
                and without liability to any person shall make such substitution
                or
                adjustment, if any, as it deems to be equitable (subject to Section
                17),
                as to (i) the number or kind of Shares or other securities issued
                or
                reserved for issuance pursuant to the Plan or pursuant to outstanding
                Awards, (ii) the maximum number of Shares for which Options or Stock
                Appreciation Rights may be granted during a calendar year to any
                Participant (iii) the maximum amount of a Performance-Based Award
                that may
                be granted during a calendar year to any Participant, (iv) the Option
                Price or exercise price of any stock appreciation right and/or (v)
                any
                other affected terms of such Awards. In the event of any change in
                the
                outstanding Shares after the Effective Date by reason of any stock
                split
                (forward or reverse) or any stock dividend, all adjustments described
                in
                the preceding sentence shall occur automatically in accordance with
                the
                ratio of the stock split or stock dividend, unless otherwise determined
                by
                the Committee.

            


    

     


    
      
         

      

      
        9

        
          

        

      

      
         

      

    


    


     

    
      	 	
              (b)

            	
              Change
                in Control.
                The
                provisions of this Section 9(b) shall apply in the event of a Change
                in Control, unless otherwise determined by the Committee in connection
                with the grant of an Award as reflected in the applicable Award letter.
                

            


    

     
      

    (i) All
      outstanding Options and Stock Appreciation Rights shall become immediately
      vested and exercisable; 

     
      

    (ii) All
      Other Stock-Based Awards shall become immediately vested and payable; and


     
      

    (iii) The
      performance period applicable to Performance-Based Awards shall lapse and the
      performance goals associated with such awards shall be deemed to have been
      met
      at their target level.

    


    Notwithstanding
      the foregoing, the Committee may (subject to Section 17), in its sole
      discretion, but shall not be obligated to, (A) cancel such Awards for fair
      value
      (as determined in the sole discretion of the Committee) which, in the case
      of
      Options and Stock Appreciation Rights, shall equal the excess, if any, of value
      of the consideration to be paid in the Change in Control transaction to holders
      of the same number of Shares subject to such Options or Stock Appreciation
      Rights (or, if no consideration is paid in any such transaction, the Fair Market
      Value of the Shares subject to such Options or Stock Appreciation Rights) over
      the aggregate exercise price of such Options or Stock Appreciation Rights,
      (B)
      provide for the issuance of substitute awards that will substantially preserve
      the otherwise applicable terms of any affected Awards previously granted
      hereunder as determined by the Committee in its sole discretion or (C) provide
      that for a period of at least 15 days prior to the Change in Control, such
      Options and Stock Appreciation Rights shall be exercisable as to all shares
      subject thereto and that upon the occurrence of the Change in Control, such
      Options and Stock Appreciation Rights shall terminate and be of no further
      force
      and effect.


    
      
         

      

      
        10

        
          

        

      

      
         

      

    


    


    


    
      	
              10.

            	
              No
                Right to Employment or
                Awards

            


    

     

    The
      granting of an Award under the Plan shall impose no obligation on the Company
      or
      any Affiliate to continue the employment or service of a Participant and shall
      not lessen or affect the Company’s or Affiliate’s right to terminate the
      employment or service of such Participant. No Participant or other Person shall
      have any claim to be granted any Award, and there is no obligation for
      uniformity of treatment of Participants, or holders or beneficiaries of Awards.
      The terms and conditions of Awards and the Committee’s determinations and
      interpretations with respect thereto need not be the same with respect to each
      Participant (whether or not such Participants are similarly
      situated).

     

    
      	
              11.

            	
              Successors
                and Assigns

            


    

     

    The
      Plan
      shall be binding on all successors and assigns of the Company and a Participant,
      including without limitation, the estate of such Participant and the executor,
      administrator or trustee of such estate, or any receiver or trustee in
      bankruptcy or representative of the Participant’s creditors.

     

    
      	
              12.

            	
              Nontransferability
                of Awards

            


    

     

    Unless
      otherwise determined by the Committee, an Award shall not be transferable or
      assignable by the Participant otherwise than by will or by the laws of descent
      and distribution. An Award exercisable after the death of a Participant may
      be
      exercised by the legatees, personal representatives or distributees of the
      Participant.

     

    
      	
              13.

            	
              Amendments
                or Termination

            


    

     

    The
      Board
      may amend, alter or discontinue the Plan, but no amendment, alteration or
      discontinuation shall be made, (a) without the approval of the shareholders
      of the Company, if such action would (except as is provided in Section 9 of
      the Plan), increase the total number of Shares reserved for the purposes of
      the
      Plan or change the maximum number of Shares for which Awards may be granted
      to
      any Participant or (b) without the consent of a Participant, if such action
      would diminish any of the rights of the Participant under any Award theretofore
      granted to such Participant under the Plan; provided,
      however,
      that
      the Committee may amend the Plan in such manner as it deems necessary to permit
      the granting of Awards meeting the requirements of the Code or other applicable
      laws (including, without limitation, to avoid adverse tax consequences to the
      Company or to Participants).

     

    
      	
              14.

            	
              International
                Participants

            


    

     

    With
      respect to Participants who reside or work outside the United States of America
      and who are not (and who are not expected to be) “covered employees” within the
      meaning of Section 162(m) of the Code, the Committee may, in its sole
      discretion, amend the terms of the Plan or Awards with respect to such
      Participants in order to conform such terms with the requirements of local
      law
      or to obtain more favorable tax or other treatment for a Participant, the
      Company or an Affiliate.

     


    
      
         

      

      
        11

        
          

        

      

      
         

      

    


    


     

    
      	
              15.

            	
              Choice
                of Law

            


    

     

    The
      Plan
      shall be governed by and construed in accordance with the laws of the State
      of
      New Jersey without regard to conflicts of laws.

     

    
      	
              16.

            	
              Effectiveness
                of the Plan

            


    

     

    The
      Plan
      shall be effective as of the Effective Date, subject to the approval of the
      shareholders of the Company.

     

    
      	
              17.

            	
              Section
                409A

            


    

     

    Notwithstanding
      other provisions of the Plan or any Award letter thereunder, no Award shall
      be
      granted, deferred, accelerated, extended, paid out or modified under this Plan
      in a manner that would result in the imposition of an additional tax under
      Section 409A of the Code upon a Participant. In the event that it is reasonably
      determined by the Committee that, as a result of Section 409A of the Code,
      payments in respect of any Award under the Plan may not be made at the time
      contemplated by the terms of the Plan or the relevant Award letter, as the
      case
      may be, without causing the Participant holding such Award to be subject to
      taxation under Section 409A of the Code, the Company will make such payment
      on
      the first day that would not result in the Participant incurring any tax
      liability under Section 409A of the Code.

     

    Without
      limiting the generality of the foregoing, to the extent applicable,
      notwithstanding anything herein to the contrary, this Plan and Awards issued
      hereunder shall be interpreted in accordance with Section 409A of the Code
      and
      Department of Treasury regulations and other interpretative guidance issued
      thereunder, including without limitation any such regulations or other guidance
      that may be issued after the Effective Date. Notwithstanding any provision
      of
      the Plan to the contrary, in the event that the Committee determines that any
      amounts payable hereunder will be taxable to a Participant under Section 409A
      of
      the Code and related Department of Treasury guidance prior to payment to such
      Participant of such amount, the Company may (a) adopt such amendments to the
      Plan and Awards and appropriate policies and procedures, including amendments
      and policies with retroactive effect, that the Committee determines necessary
      or
      appropriate to preserve the intended tax treatment of the benefits provided
      by
      the Plan and Awards hereunder and/or (b) take such other actions as the
      Committee determines necessary or appropriate to avoid the imposition of an
      additional tax under Section 409A of the Code.

     

    


     

    
      
         

      

      
        12