Amended & Restated Non- Employee Director Deferred



 





Exhibit 10.1










JACUZZI BRANDS, INC.

AMENDED AND RESTATED

NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN





Effective October 1, 2004







 









 







JACUZZI BRANDS, INC.




AMENDED AND RESTATED




NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN




(Effective October 1, 2004)




Table Of Contents




	 	 	 	 	 
	Article 1 - Introduction
	 	 	1	 
	Article 2 - Definitions
	 	 	1	 
	Article 3 - Shares Reserved
	 	 	4	 
	Article 4 - Administration
	 	 	5	 
	Article 5 - Eligibility
	 	 	6	 
	Article 6 - Timing and Manner of Deferrals
	 	 	6	 
	Article 7 - Vesting and Distribution
	 	 	8	 
	Article 8 - Dividends
	 	 	9	 
	Article 9 - Designation of Beneficiary
	 	 	9	 
	Article 10 - Amendment or Termination of Plan
	 	 	10	 
	Article 11 - Miscellaneous Provisions
	 	 	10	 







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JACUZZI BRANDS, INC.

AMENDED AND RESTATED

NON-EMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN

(Effective October 1, 2004)




Article 1 — Introduction




     The Plan was originally adopted, effective as of June 5, 2003. This
Amended and Restated Plan is effective October 1, 2004. The purpose of the
Plan is to provide incentives to directors of Jacuzzi Brands, Inc. who are not
employees of Jacuzzi Brands, Inc. or a Subsidiary (as defined in Section 2.22)
through the ability to defer any Director Fees (as defined in Section 2.13).
Participants in the Plan are permitted to defer all or a portion of their
Director Fees in the form of Stock Units (as defined in Section 2.21). Stock
Units are distributed in the form of shares of Common Stock (as defined in
Section 2.9). The Company believes that the Plan creates a means to provide
deferred compensation to such directors and to raise the level of equity
ownership in the Company by such directors thereby strengthening the mutuality
of interests between such directors and the Company’s stockholders.



     The Stock Units and shares of Common Stock utilized under this Plan are
funded from shares of Common Stock that are available under the 2004 Stock
Incentive Plan (as defined in Section 2.24), and awards of Stock Units under
this Plan constitute a “Stock Unit” under the 2004 Stock Incentive Plan.



Article 2 — Definitions





	2.1	 	Account – means, with respect to each Participant, the account to which
Stock Units awarded under the Plan will be credited.
	 
	2.2	 	Annual Retainer Fee —  means the retainer fee paid in cash for services
on the Board of Directors as a director during a Plan Year.
	 
	2.3	 	Award Date – means the date that Director Fees would otherwise be paid to
a Participant if a Participant did not elect to defer Director Fees under
the Plan.
	 
	2.4	 	Beneficiary — a beneficiary or beneficiaries designated by the
Participant under Article 9.
	 
	2.5	 	Board of Directors — the Board of Directors of the Company.
	 
	2.6	 	Cash Director Fees – means any of the following amounts received by a
Participant in connection with service on the Board of Directors: (i)
Annual Retainer Fee, (ii) Committee Retainer Fee, and (iii) Meeting Fees.
Cash Director Fees shall not include expense reimbursements or any amounts
paid to a Participant.
	 
	2.7	 	Change in Control – shall be deemed to have occurred if:




 









 






	 	(i)	 	any “person” as such term is used in Sections 13(d) and 14(d)
of the Exchange Act (other than the Company, any trustee or other
fiduciary holding securities under any employee benefit plan of the
Company, or any company owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions as
their ownership of Common Stock of the Company), is or becomes the
“beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company
representing 25% or more of the combined voting power of the
Company’s then outstanding securities;
	 
	 	(ii)	 	during any period of two consecutive years, individuals who
at the beginning of such period constitute the Board of Directors,
and any new director (other than a director designated by a person
who has entered into an agreement with the Company to effect a
transaction described in paragraph (i), (iii), or (iv) of this
section) whose election by the Board of Directors or nomination for
election by the Company’s stockholders was approved by a vote of at
least two-thirds of the directors then still in office who either
were directors at the beginning of the two-year period or whose
election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority of the Board
of Directors;
	 
	 	(iii)	 	a merger or consolidation of the Company with any other
corporation, other than a merger or consolidation which would result
in the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the
voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation;
provided, however, that a merger or consolidation effected to
implement a recapitalization of the Company (or similar transaction)
in which no person acquires more than 25% of the combined voting
power of the Company’s then outstanding securities shall not
constitute a Change in Control of the Company; or
	 
	 	(iv)	 	the stockholders of the Company approve a plan of complete
liquidation of the Company or the consummation of the sale or
disposition by the Company of all or substantially all of the
Company’s assets other than (x) the sale or disposition of all or
substantially all of the assets of the Company to a person or
persons who beneficially own, directly or indirectly, at least 50%
or more of the combined voting power of the outstanding voting
securities of the Company at the time of the sale or (y) pursuant to
a spinoff type transaction, directly or indirectly, of such assets
to the stockholders of the Company.





	2.8	 	Code — the Internal Revenue Code of 1986, as amended from time to time.
	 
	2.9	 	Committee – the Compensation Committee or such other committee (or
subcommittee), if any, appointed by the Board of Directors to administer
the Plan. If the Board of Directors removes the then Committee for any reason and does not appoint a new




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	 	 	Committee (or subcommittee) to administer the Plan, “Committee” means the
Board of Directors.
	 
	2.10	 	Committee Retainer Fee – means the retainer fee paid in cash for services
as a chair or member of any committee of the Board of Directors during a
Plan Year.
	 
	2.11	 	Common Stock — Common Stock of the Company, par value $.01 per share.
	 
	2.12	 	Company – Jacuzzi Brands, Inc., a Company organized under the laws of the
State of Delaware (or any successor).
	 
	2.13	 	Deemed Dividends – means the amount of dividends (whether stock or cash),
if any, which are declared on a share of Common Stock multiplied by the
number of Stock Units credited to a Participant’s Account.
	 
	2.14	 	Deferral Agreement — an agreement executed by a Participant setting forth
his or her election to defer receipt of his or her Director Fees in
accordance with the Plan, and an authorization for the Company to credit
such amount to a book-entry Account maintained by the Company on behalf of
the Participant. A Deferral Agreement shall contain such provisions,
consistent with the provisions of the Plan, as may be established from
time to time by the Company or Committee.
	 
	2.15	 	Director Fees – means Cash Director Fees and Equity Director Fees.
	 
	2.16	 	Distribution Date — means the date a Participant becomes entitled to a
distribution pursuant to an election in accordance with Section 6.4.
	 
	2.17	 	Effective Date – the effective date of the Plan as provided in Section
11.10.
	 
	2.18	 	Equity Director Fees –the retainer fees received by the Participant that
is paid in Common Stock for service on the Board of Directors as a
director during a Plan Year pursuant to Sections 7.1(b) and 7.3 of the
2004 Stock Incentive Plan. Equity Director Fees shall not include any
initial awards of Common Stock granted to a Participant under the 2004
Stock Incentive Plan or otherwise upon the date the Participant begins
service as a non-employee director for the Company, expense
reimbursements, amounts realized upon the exercise of a stock option,
restricted stock or any other amounts paid to a Participant.
	 
	2.19	 	Exchange Act — the Securities Exchange Act of 1934, as amended.
	 
	2.20	 	Fair Market Value – as applied to any date, the last sales price reported
for the Common Stock on the applicable date: (i) as reported by the
principal national securities exchange in the United States on which it is
then traded or The Nasdaq Stock Market, Inc.; or (ii) if not traded on any
such national securities exchange or The Nasdaq Stock Market, Inc., as
quoted on an automated quotation system sponsored by the National
Association of Securities Dealers, Inc., or if the Common Stock shall not
have been reported or quoted on such date, on the first day prior thereto
on which the Common Stock was reported or quoted; provided, that the
Committee may modify the definition of Fair Market Value to




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	 	 	reflect any changes in the trading practices of any exchange on which the
Common Stock is listed or traded.
	 
	2.21	 	Financial Hardship — means (a) a severe financial hardship to the
Participant resulting from a sudden and unexpected illness or accident of
the Participant or of a dependent (as defined in Code Section 152(a)) of
the Participant, (b) loss of the Participant’s property due to casualty,
or (c) other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the Participant, each as
determined to exist by the Committee.
	 
	2.22	 	Meeting Fees — means cash fees in cash paid for attendance at Board of
Director meetings or meetings of any committee thereof which the
Participant is a member.
	 
	2.23	 	Participant – a director of the Company who satisfies the eligibility
requirements under Article 5 of the Plan and elects to participate in the
Plan in accordance with its terms.
	 
	2.24	 	Plan — the Jacuzzi Brands, Inc. Non-Employee Director Deferred
Compensation Plan, as amended from time to time.
	 
	2.25	 	Plan Year – the fiscal year of the Company; the initial Plan Year shall
commence with the Company’s 2004 fiscal year.
	 
	2.26	 	Stock Unit – a unit of measurement equivalent to one share of Common
Stock but with none of the attendant rights of a stockholder of a share of
Common Stock, such as the right to vote, except that a Stock Unit shall
have the dividend equivalent right described in Article 8. The Fair Market
Value of a Stock Unit on any date shall be deemed to be the Fair Market
Value of the underlying shares of Common Stock on that date.
	 
	2.27	 	Subsidiary – means any “subsidiary corporation” within the meaning of
Section 424(f) of the Code. An entity shall be deemed a Subsidiary of the
Company only for such periods as the requisite ownership relationship is
maintained.
	 
	2.28	 	Termination of Directorship – means termination of a Participant’s
directorship with the Company for any reason whatsoever, including, but
not limited to, death, retirement, resignation, disability or dismissal
(with or without cause).
	 
	2.29	 	2004 Stock Incentive Plan – the Company’s 2004 Stock Incentive Plan (or
any successor), as amended from time to time.




Article 3 — Shares Reserved




     Shares of Common Stock that may be issued or used for reference purposes
under the Plan with respect to Stock Units are funded from shares of Common
Stock that are available for issuance under the 2004 Stock Incentive Plan. The
aggregate number of shares of Common Stock that may be issued or used for
reference purposes under the Plan with respect to Stock Units may not exceed
the maximum number of shares of Common Stock available for issuance



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under the 2004 Stock Incentive Plan, subject to adjustment as provided in
Section 4.2 of the 2004 Stock Incentive Plan.



Article 4 — Administration





	4.1	 	The Plan shall be administered by the Committee. The Committee may
select an administrator or any other person to whom its duties and
responsibilities hereunder may be delegated. The Committee shall have
full power and authority, subject to the provisions of the Plan, to
promulgate such rules and regulations as it deems necessary for the proper
administration of the Plan, to interpret the provisions and supervise the
administration of the Plan, and to take all actions in connection
therewith or in relation thereto as it deems necessary or advisable. All
interpretations, determinations and decisions of the Committee shall be
made in its sole and absolute discretion based on the Plan document and
shall be final, conclusive and binding on all parties with respect to all
matters relating to the Plan.
	 
	4.2	 	The Committee may employ such legal counsel, consultants, brokers and
agents as it may deem desirable for the administration of the Plan and may
rely upon any opinion received from any such counsel or consultant and any
computation received from any such consultant, broker or agent. The
Committee may, in its sole discretion, designate an agent to administer
the Plan, keep records, send Account statements to Participants and to
perform other duties relating to the Plan, as the Committee may request
from time to time. The Committee may adopt, amend or repeal any
guidelines or requirements necessary for the delivery of the Common Stock.
	 
	4.3	 	The Company shall, to the fullest extent permitted by law, the
Certificate of Incorporation and By-laws of the Company and, to the extent
not covered by insurance, indemnify each director or employee of the
Company and its Subsidiaries (including the heirs, executors,
administrators and other personal representatives of such person) and each
member of the Committee against all expenses, costs, liabilities and
losses (including attorneys’ fees, judgments, fines, excise taxes or
penalties, and amounts paid or to be paid in settlement) actually and
reasonably incurred by such person in connection with any threatened,
pending or actual suit, action or proceeding (whether civil,
administrative or investigative in nature or otherwise) in which such
person may be involved by reason of the fact that he or she is or was
serving this Plan in any capacity at the request of the Company or a
Subsidiary, except in instances where any such person engages in willful
misconduct, a crime or fraud. Such right of indemnification shall include
the right to be paid by the Company for expenses incurred or reasonably
anticipated to be incurred in defending any such suit, action or
proceeding in advance of its disposition; provided, however, that the
payment of expenses in advance of the settlement or final disposition of a
suit, action or proceeding shall be made only upon delivery to the Company
of an undertaking by or on behalf of such person to repay all amounts so
advanced if it is ultimately determined that such person is not entitled
to be indemnified hereunder. Such indemnification shall be in addition to
any rights of indemnification the person may have as a director or
employee or under the Certificate of Incorporation of the Company or the
By-Laws of the Company.




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	 	 	Expenses incurred by the Committee or the Board
of Directors in the engagement of any such counsel, consultant or agent
shall be paid by the Company.
	 
	4.4	 	Notwithstanding anything herein to the contrary, the administration
provisions provided in the 2004 Stock Incentive Plan shall control with
respect to any provision in the Plan that involves a Stock Unit or Common
Stock.




Article 5 — Eligibility




     Any director of the Company who is not an active employee of the Company
or any of its Subsidiaries shall be eligible to participate in the Plan.



Article 6 — Timing and Manner of Deferrals





	6.1	 	General
	 
	 	 	As of the applicable Award Date, Stock Units shall be credited to a
Participant’s Account on a book entry basis calculated in the manner
provided under Section 6.3.
	 
	6.2	 	Deferral Elections
	 
	 	 	No later than the last day of the prior Plan Year (September 27, 2003 in
the case of the initial Plan Year), Participants may voluntarily elect to
defer (i) all or a portion of their Cash Director Fees that would
otherwise be payable to a Participant during the following Plan Year, in
accordance with the Deferral Agreement; provided, that the amount of the
Cash Directors Fees elected to be deferred must be in increments of 25%,
and/or (ii) 100% of their Equity Director Fees that would otherwise be
payable to the Participant during the following Plan Year, as elected by
the Participant in a Deferral Agreement. If a Participant first becomes
eligible to participate in the Plan during a Plan Year, such Participant
may elect to participate in the Plan with respect to Director Fees that
would otherwise be payable during that Plan Year no later than 30 days
following the date such director first becomes a Participant.
	 
	 	 	Other than with respect to a Participant who first becomes eligible to
participate in the Plan during a Plan Year, Deferral Agreements must be
received by the Company no later than the last day of the Plan Year prior
to the Plan Year in which the Director Fees will be earned. With respect
to any Plan Year, a Deferral Agreement is irrevocable on and after the
date the Deferral Agreement must be submitted to the Company in
accordance with procedures established by the Committee, and is valid
solely for the Plan Year to which the election relates. If no new
Deferral Agreement is timely made or filed in accordance with procedures
established by the Committee with respect to any subsequent Plan Year,
Director Fees may not be deferred under the Plan for such Plan Year.
	 
	6.3	 	Election to Receive Stock Units in Lieu of Director Fees
	 
	 	 	If a Participant elects to defer all or a portion of his or her Cash
Director Fees in the form of Stock Units, the Company shall credit the
applicable number of Stock Units to each 




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	 	 	account on each applicable Award Date in accordance with the
provisions of this Section 6.3.
	 
	 	 	If a Participant elects to defer all or a portion of his or her Annual
Retainer Fees in the form of Stock Units, the Company shall credit the
Participant’s Account with a number of Stock Units (in whole and
fractional Stock Units) determined by dividing (i) the amount of the
Participant’s Annual Retainer Fee that the Participant elects to defer in
the form of Stock Units in accordance with the Participant’s Deferral
Agreement by (ii) the Fair Market Value of a share of Common Stock on the
first business day of the Plan Year.
	 
	 	 	If a Participant elects to defer all or a portion of his or her Committee
Retainer Fees in the form of Stock Units, the Company shall credit the
Participant’s Account with a number of Stock Units (in whole and
fractional Stock Units) determined by dividing (i) the amount of the
Participant’s Committee Retainer Fee that the Participant elects to defer
in the form of Stock Units in accordance with the Participant’s Deferral
Agreement by (ii) the Fair Market Value of a share of Common Stock on the
first business day of the Plan Year.
	 
	 	 	If a Participant elects to defer all or a portion of his or her Meeting
Fees in the form of Stock Units, the Company shall credit the
Participant’s Account with a number of Stock Units (in whole and
fractional Stock Units) determined by dividing (i) the amount of the
Participant’s Meeting Fees that the Participant elects to defer in the
form of Stock Units in accordance with the Participant’s Deferral
Agreement by (ii) the Fair Market Value of a share of Common Stock on
each of the Applicable Award Date.
	 
	 	 	If a Participant elects to defer Equity Director Fees under the Plan, the
Participants Account shall be credited with a number of Stock Units in
accordance with Section 11(a)(ii) and (iii) of the 2004 Stock Incentive
Plan on the first business day of the Plan Year.
	 
	6.4	 	Election of Distribution Date
	 
	 	 	A Participant may elect to receive a distribution of his Account on a
fixed date in the future, or upon a Termination of Directorship, provided
that an initial election of the Participant’s Distribution Date shall not
be effective until the next Plan Year. Such election shall be made on a
Deferral Agreement provided to the Company in accordance with Section
6.2. If a Participant does not elect a Distribution Date, the
Distribution Date shall be deemed the Distribution Date elected on the
Participant’s most recent Deferral Agreement on which the Participant
made an election with respect to his or her Distribution Date. If a
Participant has not yet made an election as to his or her Distribution
Date, the Distribution Date shall be deemed the date on which a
Termination of Directorship occurs. A Participant’s election under this
Section 6.4 may differ from year to year. A Participant may amend
previously elected Distribution Dates at any time by providing notice to
the Company on such form as may be required by the Company, provided
that such amendments shall not be effective until the second anniversary
after the date such amendment is delivered to the Company.




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	6.5	 	Election of Form of Distribution of Deferred Cash Director Fees.
	 
	 	 	Notwithstanding anything to the contrary, a Participant may elect to
receive installment payments of his or her Account that consists of Stock
Units as a result of the deferral of Cash Director Fees; provided, that a
Participant may elect only four (4) equal installments over a four (4)
year period, or two (2) equal installments over a two (2) year period.
Such election shall be made on a Deferral Agreement provided to the
Company in accordance with Section 6.2. If a Participant does not elect
installments under this Section 6.5, distributions of the Participant’s
Account that consists of Stock Units as a result of the deferral of Cash
Director Fees shall be made in accordance with the Participant’s most
recent Deferral Agreement on which an election was made with respect to
the form of distribution of the Participant’s Account. If a Participant
has not yet made an election as to form of distribution, his or her
Account that consists of Stock Units as a result of the deferral of Cash
Director Fees shall be distributed in the form of a lump sum payment. A
Participant’s election under this Section 6.5 may differ from year to
year. A Participant may amend any previously elected forms of payment at
any time by providing notice to the Company on such form as may be
required by the Company, provided that such amendment shall not be
effective until the second anniversary after the date such amendment is
delivered to the Company.




Article 7 — Vesting and Distribution





	7.1	 	Vesting
	 
	 	 	A Participant’s Account shall be fully vested at all times.
	 
	7.2	 	Distribution of Account
	 
	 	 	Except as otherwise provided in this Article and Article 10, any portion
of a Participant’s Account that consists of Stock Units as a result of
the deferral of Cash Director Fees shall be distributed to the
Participant (or, in the case of a Participant’s death, his or her
Beneficiary) as soon as practicable after the earliest to occur of: (i) a
Participant’s Distribution Date; or (ii) a Change in Control.
Notwithstanding the foregoing, to the extent a Participant has made an
election for installment payments under Section 6.5, any portion of a
Participant’s Account that consists of Stock Units as a result of the
deferral of Cash Director Fees shall be distributed to the Participant in
yearly installments, in accordance with the applicable election, if any,
made by a Participant in accordance with Section 6.5.
	 
	 	 	Except as otherwise provided in this Article and Article 10, any portion
of a Participant’s Account that consists of Stock Units as a result of
the deferral of Equity Director Fees shall be distributed to the
Participant (or, in the case of a Participant’s death, his or her
Beneficiary) as follows: (1) 50% shall be distributed as soon as
practicable after the Participant’s Distribution Date; and (2) 50% shall
be distributed one year thereafter.




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	 	 	Notwithstanding the provisions of this Section 7.2, the Participant’s
Account shall be distributed to the Participant in a lump-sum payment as
soon as practicable after a Change in Control.
	 
	 	 	The forgoing distribution provisions shall be limited by any legal
requirements affecting the timing of distributions, including but not
limited to, any that would affect the non-recognition of such deferrals
for income tax purposes.
	 
	 	 	A Participant’s Account shall be distributed in the form of Common Stock.
At the time of distribution fractional shares of Common Stock shall be
rounded-down for fractions less than one-half and rounded-up for
fractions equal to or greater than one half. No cash settlements shall
be made with respect to fractional shares eliminated by rounding.
	 
	7.3	 	Financial Hardship Distributions
	 
	 	 	In the event of Financial Hardship of the Participant, the Participant
may apply to the Committee for the distribution of all or any part of the
vested balance of his Account. The Committee shall consider the
circumstances of each such case and the best interest of the Participant
and his or her family and shall have the right, in its sole discretion,
if applicable, to allow such distribution, or, if applicable, to direct a
distribution of part of the amount requested or to refuse to allow any
distribution. In no event shall the aggregate amount of the distribution
exceed either the vested balance of the Participant’s Account or the
amount determined by the Committee to be necessary to alleviate the
Participant’s financial hardship (which financial hardship may include
any taxes due because of the distribution occurring because of this
Section), and that is not reasonably available from other resources of
the Participant. For purposes of this Section, the value of the
Participant’s Account shall be determined as of the date of the
distribution.




Article 8 — Dividends




     At such time or times as any dividends on Common Stock shall be
distributed to the Company’s stockholders, the Company shall credit to the
Participant’s Account the Deemed Dividends. Deemed Dividends so credited to
the Participant’s Account which are cash dividends shall be reinvested in Stock
Units, including fractional units, based on the Fair Market Value of such Stock
Units on the date the dividend is paid. Deemed Dividends that are paid in
stock shall be credited to the Participant’s Account in Stock Units, including
fractional units.



Article 9 — Designation of Beneficiary




     A Participant may designate one or more Beneficiaries to receive the
Participant’s benefits under the Plan in the event of his or her death. Such
designation, or any change therein, must be in writing in a form acceptable to
the Committee and shall be effective upon receipt by the Committee. If there
is no effective Beneficiary designation, the Participant’s Beneficiary shall be
the Participant’s estate. Upon the acceptance by the Committee of a new
Beneficiary designation form, all Beneficiary designations previously filed
shall be canceled. The Committee



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shall be entitled to rely on the last
Beneficiary designation form filed by the Participant and accepted by the
Committee prior to his or her death.



Article 10 — Amendment or Termination of Plan




     The Company reserves the right to amend, terminate or freeze the Plan at
any time, by action of its Board of Directors (or a duly authorized committee
thereof) or the Committee, provided that no such action shall adversely affect
a Participant’s rights under the Plan with respect to Director Fees that have
been deferred before the date of such action. Upon termination of the Plan, a
Participant’s Account shall be distributed in accordance with Article 7 of the
Plan, or as soon as practicable following the termination of the Plan, at the
Company’s election. Upon freezing of the Plan, all Director Fees deferred
under the Plan prior to freezing shall continue to be held under the Plan until
the distribution date as provided in Article 7 unless the Board of Directors
(or a duly authorized committee thereof) or the Committee determines to
distribute such deferrals at an earlier date.



     Notwithstanding the foregoing, the 2004 Stock Incentive Plan may only be
amended to the extent permitted under the terms of the 2004 Stock Incentive
Plan.



Article 11 — Miscellaneous Provisions





	11.1	 	No Distribution; Compliance with Legal Requirements
	 
	 	 	The Committee may require each person acquiring Stock Units or shares of
Common Stock under the Plan to represent to, and agree with, the Company
in writing that such person is acquiring the Stock Units and shares
without a view to distribution thereof. No shares of Common Stock shall
be issued until all applicable securities law and other legal and stock
exchange requirements have been satisfied. The Committee may require the
placing of such stop-orders and restrictive legends on certificates for
Common Stock as it deems appropriate.
	 
	11.2	 	Notices; Delivery of Stock Certificates
	 
	 	 	Any notice required or permitted to be given by the Company or the
Committee pursuant to the Plan shall be deemed given when personally
delivered by hand, a nationally recognized overnight courier or deposited
in the United States mail, registered or certified, postage prepaid,
addressed to the Participant at the last address shown for the
Participant on the records of the Company or such other address that the
Participant shall designate in writing to the Company. Delivery of stock
certificates to persons entitled to receive them under the Plan shall be
deemed effected for all purposes when the Company or a share transfer
agent of the Company shall have deposited such certificates in the United
States mail or personally delivered such certificates by hand or by a
nationally recognized overnight courier, addressed to such person at
his/her last known address on file with the Company or such other address
that may be designated in writing to the Company.
	 
	11.3	 	Nontransferability of Rights




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	 	 	Stock Units are not transferable other than by will or by the laws of
descent and distribution. No Stock Unit or other interest under the Plan
shall be subject in any manner to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, garnishment, execution, levy
or charge, and any attempt by a Participant or any Beneficiary under
the Plan to do so shall be void. No interest under the Plan shall in any
manner be liable for or subject to the debts, contracts, liabilities,
engagements or torts of a Participant or Beneficiary entitled thereto.
	 
	11.4	 	Obligations Unfunded and Unsecured
	 
	 	 	The Plan shall at all times be entirely unfunded, and no provision shall
at any time be made with respect to segregating assets of the Company or
any Subsidiary (including Common Stock) for payment of any amounts or
issuance of any shares of Common Stock hereunder. No Participant or
other person shall own any interest in any particular assets of the
Company or any Subsidiary (including Common Stock) by reason of the right
to receive payment under the Plan, and any Participant or other person
shall have only the rights of a general unsecured creditor of the Company
with respect to any rights under the Plan. Nothing contained in this
Plan and no action taken pursuant to the provisions of this Plan shall
create or be construed to create a trust of any kind, or a fiduciary
relationship amongst the Company, any Subsidiary, the Committee, and the
Participants, their designated Beneficiaries or any other person. If the
Company decides to establish any accrued reserve on its books against the
future expense of benefits payable hereunder, or if the Company
establishes a rabbi trust under this Plan, such reserve or trust shall
not under any circumstances be deemed to be an asset of the Plan.
	 
	11.5	 	Governing Law
	 
	 	 	Except to the extent preempted by the Code, this Plan shall be governed,
construed, administered and regulated in accordance with the laws of
Delaware. In the event any provision of this Plan shall be determined to
be illegal or invalid for any reason, the other provisions shall continue
in full force and effect as if such illegal or invalid provision had
never been included herein.
	 
	11.6	 	No Directorship Rights
	 
	 	 	The establishment and operation of this Plan shall not confer any legal
rights upon any Participant or other person for a continuation of
directorship, nor shall it interfere with the rights of the Company or
Subsidiary to terminate a Participant’s directorship and to treat him or
her without regard to the effect which that treatment might have upon him
or her as a Participant or potential Participant under the Plan.
	 
	11.7	 	Severability of Provisions
	 
	 	 	If any provision of the Plan shall be held invalid or unenforceable, such
invalidity or unenforceability shall not affect any other provisions
hereof, and the Plan shall be construed and enforced as if such
provisions had not been included.




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	11.8	 	Construction
	 
	 	 	The use of a masculine pronoun shall include the feminine, and the
singular form shall include the plural form, unless the context clearly
indicates otherwise. The headings and captions herein are provided for reference and convenience only, shall
not be considered part of the Plan, and shall not be used in the
construction of the Plan.
	 
	11.9	 	Assignment
	 
	 	 	The Plan shall be binding upon and inure to the benefit of the Company,
its successors and assigns and the Participants and their heirs,
executors, administrators and legal representatives. In the event that
the Company sells all or substantially all of the assets of its business
and the acquiror of such assets assumes the obligations hereunder, the
Company shall be released from any liability imposed herein and shall
have no obligation to provide any benefits payable hereunder.
	 
	11.10	 	Effective Date of Plan
	 
	 	 	The Plan was originally adopted, effective as of June 5, 2003. This
Amended and Restated Plan is effective October 1, 2004.





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