ex_108.htm


     

     

     

    Exhibit
      10.8


    
 

    COMPOSITE
      VERSION OF

    2005

    RAYMOND
      JAMES FINANCIAL, INC.

    RESTRICTED
      STOCK PLAN

    


    Initially
      effective February 17, 2005 and amended on February 16, 2006, May 24, 2006,
      November 27, 2006 ( the November 27, 2007 amendments were approved by
      shareholders on February 15, 2007) and August 22, 2007 (the August 22, 2007
      amendment is indicated by bold typeface).

    


    


    


    SECTION
      1

    PURPOSE
      OF THE PLAN

    


    The
      name
      of this plan is THE 2005 RAYMOND JAMES FINANCIAL, INC. RESTRICTED STOCK PLAN
      (the "Plan"). The purpose of the Plan is to enable RAYMOND JAMES
      FINANCIAL, INC. (the "Company") and its Subsidiaries to attract, retain and
      motivate employees and independent contractors associated with the Company,
      to
      compensate them for their contributions or anticipated contributions to the
      growth and profits of the Company and to encourage ownership of stock in the
      Company on the part of such personnel. The Plan provides incentives to employees
      and independent contractors associated with the Company or to be associated
      with
      the Company, which are linked directly to increases in stockholder value and
      will therefore inure to the benefit of all stockholders of the
      Company.

    


    SECTION
      2

    DEFINITIONS

    


    For
      purposes of the Plan, the following terms shall be defined as set forth
      below:

    


    (a)           "Board"
      means the Board of Directors of the Company. If one or more Committees have
      been
      appointed by the Board to administer the Plan, "Board" shall refer to such
      Committee, except where the context otherwise requires or the terms hereof
      provide for authority to be exercised or decisions made by the Board in direct
      relation to the Committee.

    


    (b)           "Cause"
      means termination by the Company or a Subsidiary of a Participant's employment
      or association with the Company upon (i) the willful and continued failure
      by
      such Participant to substantially perform his duties with the Company or a
      Subsidiary (other than any such failure resulting from incapacity due to
      physical or mental illness), or (ii) the willful engaging by a Participant
      in
      conduct which is demonstrably and materially injurious to the Company or a
      Subsidiary, monetarily or otherwise. For purposes of this Subsection, no act,
      or
      failure to act, on a Participant's part shall be deemed "willful" unless done,
      or omitted to be done, by such Participant not in good faith and without
      reasonable belief that his action or omission was in the best interest of the
      Company or a Subsidiary.

    


    (c)           "Code"
      means the Internal Revenue Code of 1986, as amended from time to
      time.

    


    (d)           "Committee"
      means the Compensation Committee of the Board, appointed by the Board from
      among
      its members and shall consist of not less than three members thereof who are
      and
      shall remain Committee members only so long as they remain "disinterested
      persons" as defined in Rule 16b-3 under the Securities Exchange Act of 1934,
      as
      amended (the "1934 Act").

    


    (e)           "Disability"
      means permanent and total disability as determined under the Company's long-term
      disability plan.

    


    (f)           "Eligible
      Person" means an employee or a potential employee of the Company or any
      Subsidiary as well as independent contractors associated with or to be
      associated with the Company or its Subsidiaries as described in Section
      3.

    


    (g)           "Participant"
      means an Eligible Person selected or ratified for selection by the Committee
      or
      a senior executive officer of the Company, pursuant to the Committee’s authority
      or the officer’s authority, as the case may be, in Section 6, to receive
      an Award of Restricted Stock or of an Award of a Restricted Stock
      Unit.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (h)           "Restricted
      Period" means the period during which the
      restrictions on the Restricted Stock or the Restricted Stock Unit are in
      effect.

    


    (i)           "Restricted
      Stock" means an award of shares of Stock that is subject to the restrictions
      set forth in Section 5.

    


    (j)           "Restricted
      Stock Unit" means an award of the right to receive Stock or cash or a
      combination thereof upon settlement that is subject to the restrictions set
      forth in Section 5A.

    


    (k)           "Retirement"
      means, unless otherwise defined in the documented grant of the specific award
      to
      the Participant, a Participant’s separation of service from the Company or any
      Subsidiary after attainment of age 65.

    


    (l)           "Section
      16(a) Person" means any officer or director of the Company or any Subsidiary
      who is subject to the reporting requirements of Section 16(a) of the 1934
      Act.

    


    (m)           "Stock"
      means the common stock of the Company, $.01 par value.

    


    (n)           "Subsidiary"
      means any corporation (other than the Company) 50% or more of the total combined
      voting power of all classes of stock of which is owned, directly or indirectly,
      by the Company.

    


    SECTION
      3

    ELIGIBILITY
      AND PARTICIPATION

    


    Employees
      of the Company and its
      Subsidiaries and/or persons being recruited for employment, as well as
      independent contractors associated with and/or being recruited for association
      with the Company or its Subsidiaries, who are or will be responsible for or
      contribute to the management, growth and/or profitability of the Company or
      its
      Subsidiaries shall be eligible to participate in the Plan. The Participants
      under the Plan shall be selected from time to time by the Committee, in its
      sole
      discretion, from among Eligible Persons.

    


    SECTION
      4

    AMOUNT
      AND FORM OF AWARDS

    


    (a)           The
      Committee, in its sole discretion, shall determine and grant the awards of
      Restricted Stock and Restricted Stock Units to be granted under the Plan,
      provided, however, that awards under this Plan may be determined and granted
      by
      senior executive officers of the Company, based on recommendations of various
      departments or Subsidiaries of the Company, in connection with the initial
      association of an individual who upon association will qualify as an Eligible
      Person.  A Participant will receive such awards in Restricted Stock or
      Restricted Stock Units, as designated in the grant.

    


    (b)           The
      maximum number of shares of Stock which may be issued under the Plan as
      Restricted Stock or which may be covered by Restricted Stock Units, when
      aggregated, shall be (1) 4,250,000 in total and (2) 1,200,000
      in any fiscal year, subject to adjustment as provided in Section 7, and, with
      respect to any Restricted Stock, such shares may be authorized but unissued
      shares, or previously issued shares reacquired by the Company, or
      both.  In the event Restricted Stock or a Restricted Stock Unit is
      forfeited prior to the end of the Restricted Period, the shares of Stock so
      forfeited or the number of shares to which the forfeited Restricted Stock Unit
      relates, shall immediately become available for future awards.

    


    SECTION
      5

    RESTRICTED
      STOCK

    


    (a)           The
      number of shares of Restricted Stock awarded to a Participant under the Plan
      will be determined in accordance with Section 4(a).  For purposes of
      this Plan, the fair market value of Stock for an award will be the Stock’s
      closing price on the New York Stock Exchange or the last sale price on any
      other
      national securities exchange registered under the Securities and Exchange Act
      of
      1934, as amended, upon which the Stock is then listed on such date, or if the
      Stock was not traded on such date, on the next preceding day on which sales
      of
      shares of the Stock were reported, all as determined by the
      Committee.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (b)           A
      "book entry" (i.e., a computerized or manual entry) shall be made in the records
      of the Company to evidence an award of shares of Restricted Stock to a
      Participant. All shares of Restricted Stock shall be held in an individual
      account for each Participant until the Restricted Period (as defined in
      Section 5(c)) has expired. Such Company records shall, absent manifest
      error, be binding on the Participants.

    


    (c)           The
      shares of Restricted Stock awarded pursuant to this Section 5 shall be subject
      to the restrictions and conditions set forth in the underlying contracts with
      the Participants and/or as set forth in the documented grant of any award
      pursuant to this Plan to the Participants.

    


    (d)           Unless
      the Committee in its sole discretion shall determine otherwise at or prior
      to
      the time of the grant of any award, the Participant shall have the right to
      direct the vote of his shares of Restricted Stock during the Restricted Period.
      The Participant shall have the right to receive any regular dividends on such
      shares of Restricted Stock. The Committee shall in its sole discretion determine
      the Participant's rights with respect to extraordinary dividends on the shares
      of Restricted Stock.

    


    (e)           Shares
      of Restricted Stock shall be delivered to the Participant in accordance with
      Section 9(a) promptly after, and only after, the Restricted Period shall
      expire (or such earlier time as the restrictions may lapse in accordance with
      Section 5(c)) without forfeiture in respect of such shares of Restricted
      Stock.

    


    (f)           Subject
      to the provisions of Section 5(c), the following provisions shall apply
      to a Participant's shares of Restricted Stock prior to the end of the Restricted
      Period (including extensions):

    


    
      	
                                             (i)

            	
              Upon
                the death or Disability of a Participant, the restrictions on his
                or her
                Restricted Stock shall immediately lapse. Upon the death of a Participant,
                such Participant's Restricted Stock shall transfer to the Participant's
                beneficiary as such beneficiary is designated on a form provided
                by the
                Company, or if no beneficiary is so designated, by will or the laws
                of
                descent and distribution.

            


    

    


    
      	
                                            
                (ii)

            	
              Upon
                the Retirement of a Participant, and after satisfaction of a non-compete
                provision as set forth below, any unvested Restricted Stock shall
                vest on
                a pro-rated basis (with the pro-ration being determined by comparing
                completed years of service since the date of initial award to the
                vesting
                schedule or by such other pro-ration method as may otherwise be set
                forth
                in the underlying contract with the Participant or in the documented
                grant
                of the specific award to the Participant). For purposes of this
                subparagraph (f)(ii), a Participant shall be deemed to have not satisfied
                the non-compete provision if the Participant, within one year after
                the
                date of retirement:

            


    

    


    
      	
                     
                (1)  

            	
              discloses
                the list of the Company's or a Subsidiary's customers or any part
                thereof
                to any person, firm, corporation, association, or other entity for
                any
                reason or purpose whatsoever; or

            


    

    


    
      	
                     
                (2)  

            	
              discloses
                to any person, firm, corporation, association, or other entity any
                information regarding the Company's or a Subsidiary's general business
                practices or procedures, methods of sale, list of products, personnel
                information and any other valuable confidential business or professional
                information unique to the Company's or a Subsidiary's business;
                or

            


    

    


    
      	
                     
                (3)  

            	
              owns
                more than five per cent (5%) of, manages, operates, controls, is
                employed
                by, acts as an agent for, participates in or is connected in any
                manner
                with the ownership, management, operation or control of any business
                which
                is engaged in businesses which are competitive to the business of
                the
                Company or a Subsidiary; and are located within a radius of 100 miles
                of
                any location where participant was employed or which was under the
                supervision, management or control of the participant;
                or

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    
      	
                      
                (4)  

            	
              solicits
                or calls either for himself/herself or any other person or firm,
                any of
                the customers of the Company or a Subsidiary on whom the Participant
                called, with whom the Participant became acquainted, or of whom the
                Participant learned of during his employment;
                or

            


    

    


    
      	
                       
                (5)  

            	
              solicits
                any of the employees or agents of the Company or a Subsidiary to
                terminate
                their employment or relationship with the Company or a
                Subsidiary.

            


    

    


    


    
      	
                                           
                (iii)

            	
              It
                is the intention of the Company and its Subsidiaries that this paragraph
                (f) be given the broadest protection allowed by law with regard to
                the
                restrictions herein contained. Each restriction set forth in this
                paragraph (f) shall be construed as a condition separate and apart
                from
                any other restriction or condition. To the extent that any restriction
                contained in this paragraph (f) is determined by any court of competent
                jurisdiction to be unenforceable by reason of it being extended for
                too
                great a period of time, or as encompassing too large a geographic
                area, or
                over too great a range of activity, or any combination of these elements,
                then such restriction shall be interpreted to extend only over the
                maximum
                period of time, geographic area, and range of activities which said
                court
                deems reasonable and enforceable.

            


    

    


    
      	
                                            (iv)

            	
              If
                a Participant voluntarily terminates employment, or if a Participant
                is
                involuntarily terminated for Cause, such Participant shall forfeit
                his or
                her Restricted Stock for which the Restricted Period has not expired
                on
                the date that the Participant voluntarily terminates employment or
                is
                involuntarily terminated for Cause.

            


    

    


    SECTION
      5A

    RESTRICTED
      STOCK UNITS

    


    (a)           The
      number of Restricted Stock Units awarded to a Participant under the Plan will
      be
      determined in accordance with Section 4(a).  For purposes of this
      Plan, the fair market value of Stock for an award will be the Stock’s closing
      price on the New York Stock Exchange or the last sale price on any other
      national securities exchange registered under the Securities and Exchange Act
      of
      1934, as amended, upon which the Stock is then listed on such date, or if the
      Stock was not traded on such date, on the next preceding day on which sales
      of
      shares of the Stock were reported, all as determined by the
      Committee.  In the event the Committee provides for alternative
      methods for grants of awards, the Committee, in its sole discretion, may provide
      for alternative methods of determining the fair market value of Stock for such
      awards, and may also provide for alternative forfeiture provisions, so long
      as
      the alternative methods or provisions do not (i) materially increase the
      benefits, (ii) materially increase the number of Restricted Stock Units issued
      or (iii) materially modify the eligibility requirements applicable to Section
      16(a) Persons.

    


    (b)           A
      "book entry" (i.e., a computerized or manual entry) shall be made in the records
      of the Company to evidence an award of Restricted Stock Units to a Participant,
      but no "book entry" shall be made in the stock records of the Company at the
      time of an award of a Restricted Stock Unit.  All Restricted Stock
      Units shall be recorded in an individual account for each Participant until
      the
      Restricted Period (as defined in Section 5A(c)) has
      expired.  Such Company records shall, absent manifest error, be
      binding on the Participants.

    


    (c)           The
      Restricted Stock Units awarded pursuant to this Section 5A shall be
      subject to the restrictions and conditions set forth in the underlying contracts
      with the Participants and/or as set forth in the documented grant of any award
      pursuant to this Plan to the Participants.

    


    (d)           With
      respect to a Restricted Stock Unit, no certificate for shares of stock shall
      be
      issued at the time the grant is made (nor shall any "book entry" be made in
      the
      stock records of the Company) and the Participant shall have no right to or
      interest in shares of stock of the Company as a result of the grant of
      Restricted Stock Units.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (e)           Dividend
      equivalents may be credited in respect of Restricted Stock Units, as the
      Committee deems appropriate.  Such dividend equivalents may be paid in
      cash or converted into additional Restricted Stock Units by dividing (1) the
      aggregate amount or value of the dividends paid with respect to that number
      of
      shares of Stock equal to the number of Restricted Stock Units then credited
      by
      (2) the fair market value per share of Stock on the payment date for such
      dividend.  The additional Restricted Stock Units credited by reason of
      such dividend equivalents will be subject to all of the terms and conditions
      of
      the underlying Restricted Stock Award to which they relate.

    


    (f)           Any
      shares of Stock that may be issued in satisfaction of a Restricted Stock Unit
      delivered under the Plan shall be delivered to the Participant in accordance
      with Section 9(a) promptly after, and only after, the Restricted Period
      shall expire (or such earlier time as the restrictions may lapse in accordance
      with Section 5A(g)) without forfeiture in respect of such Restricted
      Stock Unit.

    


    (g)           Subject
      to the provisions of Section 5A(c), the following provisions shall apply
      to a Participant's Restricted Stock Unit prior to the end of the Restricted
      Period (including extensions):

    


    (i)           Upon
      the death or Disability of a Participant, the restrictions on his or her
      Restricted Stock Unit shall immediately lapse.  Upon the death of a
      Participant, such Participant's Restricted Stock Unit shall transfer to the
      Participant's beneficiary as such beneficiary is designated on a form provided
      by the Company, or if no beneficiary is so designated, by will or the laws
      of
      descent and distribution.

     

          
       (ii)  Upon the
      Retirement of a Participant, and after satisfaction of a non-compete provision
      as set forth below, any unvested Restricted Stock Unit shall vest on a pro-rated
      basis (with the pro-ration being determined by comparing completed years of
      service since the date of initial award to the vesting schedule or by such
      other
      pro-ration method as may otherwise be set forth in the underlying contract
      with
      the Participant or in the documented grant of the specific award to the
      Participant). For purposes of this subparagraph (g)(ii), a Participant shall
      be
      deemed to have not satisfied the non-compete provision if the Participant,
      within one year after the date of retirement:

    


     

    


    
      	
               

            	
              (1)

            	
              discloses
                the list of the Company's or a Subsidiary's customers or any part
                thereof
                to any person, firm, corporation, association, or other entity for
                any
                reason or purpose whatsoever; or

            


    

    


    
      	
               

            	
              (2)

            	
              discloses
                to any person, firm, corporation, association, or other entity any
                information regarding the Company's or a Subsidiary's general business
                practices or procedures, methods of sale, list of products, personnel
                information and any other valuable confidential business or professional
                information unique to the Company's or a Subsidiary’s business;
                or

            


    

    


    
      	
               

            	
              (3)

            	
              owns
                more than five per cent (5%) of, manages, operates, controls, is
                employed
                by, acts as an agent for, participates in or is connected in any
                manner
                with the ownership, management, operation or control of any business
                which
                is engaged in businesses which are competitive to the business of
                the
                Company or a Subsidiary; and are located within a radius of 100 miles
                of
                any location where participant was employed or which was under the
                supervision, management or control of the participant;
                or

            


    

    


    
      	
               

            	
              (4)

            	
              solicits
                or calls either for himself/herself or any other person or firm,
                any of
                the customers of the Company or a Subsidiary on whom the Participant
                called, with whom the Participant became acquainted, or of whom the
                Participant learned of during his employment;
                or

            


    

    


    
      	
                                              
                      (5)  

            	
              solicits
                any of the employees or agents of the Company or a Subsidiary to
                terminate
                their employment or relationship with the Company or a
                Subsidiary.

            


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (iii)           It
      is the intention of the Company and its Subsidiaries that this paragraph (g)
      be
      given the broadest protection allowed by law with regard to the restrictions
      herein contained.  Each restriction set forth in this paragraph (g)
      shall be construed as a condition separate and apart from any other restriction
      or condition.  To the extent that any restriction contained in this
      paragraph (g) is determined by any court of competent jurisdiction to be
      unenforceable by reason of it being extended for too great a period of time,
      or
      as encompassing too large a geographic area, or over too great a range of
      activity, or any combination of these elements, then such restriction shall
      be
      interpreted to extend only over the maximum period of time, geographic area,
      and
      range of activities which said court deems reasonable and
      enforceable.

    


    (iv)           If
      a Participant voluntarily terminates employment, or if a Participant is
      involuntarily terminated for Cause, such Participant shall forfeit his or her
      Restricted Stock Unit for which the Restricted Period has not expired on the
      date that the Participant voluntarily terminates employment or is involuntarily
      terminated for Cause.

    


    (h)           The
      Committee shall have the power and authority, directly or indirectly, to
      establish or to cause to be established a trust for purpose of purchasing Stock
      on the open market, holding such Stock and using such Stock to satisfy the
      Company’s obligations under grants of Restricted Stock Units.  If the
      trust is established to satisfy the Company’s obligations with respect to grants
      of Restricted Stock Units to Participants resident in Canada, such trust may
      be
      structured to qualify as an "employee benefit plan" within the meaning assigned
      by the Income Tax Act (Canada).

    


    SECTION
      6

    ADMINISTRATION

    


    The
      Plan
      shall be administered by the Committee.

    


    The
      Committee (and senior executive officers in the case of initial association
      grants) shall have the power and authority to grant Restricted Stock and
      Restricted Stock Units to Participants, pursuant to the terms of the
      Plan.

    


    In
      particular, the Committee (and senior executive officers in the case of initial
      association grants) shall have the authority:

    


    (i)          to
      select or ratify the selection of Eligible Persons;

    


    (ii)         to
      determine whether and to what extent Restricted Stock or a Restricted Stock
      Unit
      is to be granted to Participants hereunder or ratify the grant
      thereof;

    


    (iii)        to
      determine the number of shares of Stock to be covered by such award granted
      hereunder or ratify the grant thereof;

    


    (iv)        to
      determine the terms and conditions, not inconsistent with the terms of the
      Plan,
      of any award granted hereunder (including, but not limited to, the Restricted
      Period and the other conditions of full vesting of the Restricted Stock or
      the
      Restricted Stock Units) or to ratify the grant thereof; and

     

                     (v)        to
      determine or ratify the determination of the terms and conditions, not
      inconsistent with the terms of the Plan, which shall govern all
      documentation  evidencing the Restricted Stock or the Restricted Stock
      Unit.

    


    In
      the event of an initial association
      grant of Restricted Stock or Restricted Stock Units effectuated by action of
      a
      senior executive officer, the terms and conditions of such grant shall be
      reported to the Committee at the Committee’s next meeting for informational
      purposes only, it being understood that such report shall not in any way be
      a
      condition to the effectiveness of the grant.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    The
      Committee shall have the authority
      to adopt, alter and repeal such administrative rules, guidelines and practices
      governing the Plan as it shall, from time to time, deem advisable; to interpret
      the terms and provisions of the Plan and any award issued under the Plan; and
      to
      otherwise supervise the administration of the Plan.  All decisions
      made by the Committee pursuant to the provisions of the Plan shall be final
      and
      binding on all persons, including the Company, its Subsidiaries and the
      Participants.

    


    The
      Committee may delegate the
      administrative details and management of the Plan to members of the Company's
      management and staff.  No such delegation shall affect the Committee’s
      right to make final decisions with respect to any matter arising under the
      Plan.

    


    


    SECTION
      7

    ADJUSTMENTS
      UPON A CHANGE IN COMMON STOCK

    


    In
      the event of any change in the
      outstanding Stock of the Company by reason of any stock split, stock dividend,
      recapitalization, merger, consolidation, reorganization, combination or exchange
      of shares or other similar event that may equitably require an adjustment in
      the
      number or kind of shares that may be issued under the Plan pursuant to
      Section 4(b) or covered by an award under the Plan, then in such event (i)
      appropriate adjustment shall automatically be made in the maximum number and
      kind of shares remaining available for issuance under the Plan, and (ii)
      appropriate adjustment shall automatically be made in the number or kind of
      shares covered by an award under the Plan.  The Committee may take any
      additional action it deems necessary, in accordance with its sole discretion,
      to
      further confirm such adjustments and any automatic adjustments and any such
      additional action shall be conclusive and binding for all purposes of the
      Plan.

    


    SECTION
      8

    AMENDMENT
      AND TERMINATION

    


    The
      Plan may be amended from time to
      time or terminated at any time and from time to time by the Committee, subject
      to shareholder approval where required by federal or state
      law.  Neither an amendment to the Plan nor the termination of the Plan
      shall adversely affect any right of any Participant with respect to any
      Restricted Stock or Restricted Stock Unit theretofore granted without such
      Participant's written consent.

    


    SECTION
      9

    GENERAL
      PROVISIONS

    


    (a)           All
      shares of Restricted Stock and any shares of Stock that may be issued in
      satisfaction of a Restricted Stock Unit delivered under the Plan after the
      Restricted Period has expired shall be distributed in accordance with the
      instructions of each Participant.  Such shares of Stock shall be
      subject to such stop transfer orders and other restrictions as the Committee
      may
      deem advisable under the rules, regulations, and other requirements of the
      Securities and Exchange Commission, any stock exchange upon which the Stock
      is
      then listed, and any applicable federal or state securities law.

    


    (b)           Nothing
      contained in the Plan shall prevent the Board from adopting other or additional
      compensation arrangements, subject to stockholder approval if such approval
      is
      required; and such arrangements may be either generally applicable or applicable
      only in specific cases. The adoption of the Plan shall not confer upon any
      employee of the Company or any Subsidiary nor any independent contractors
      associated with the Company or its Subsidiaries any right to continued
      employment or association with the Company or a Subsidiary, as the case may
      be,
      nor shall it interfere in any way with the right of the Company or a Subsidiary
      to terminate the employment of any of its employees or terminate the association
      of any independent contractors associated with the Company or its Subsidiaries
      at any time.

    


    (c)           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 or the Committee and each
      and
      any officer or employee of the Company acting on their behalf shall, to the
      extent permitted by law, be fully indemnified and protected by the Company
      in
      respect of any such action, determination or interpretation.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    


    (d)           During
      the Restricted Period, a Participant's rights and interest under the Plan may
      not be sold, assigned or transferred in whole or in part either directly or
      by
      operation of law or otherwise (except in the event of a Participant's death)
      including, but not by way of limitation, execution, levy, garnishment,
      attachment, pledge, bankruptcy or in any other manner and no such right or
      interest of any Participant in the Plan shall be subject to any obligation
      or
      liability of such Participant.

    


    (e)           The
      Company and its Subsidiaries shall have the right to deduct from any payment
      made under the Plan any federal, state, provincial or local income or other
      taxes required by law to be withheld with respect to such payment.  It
      shall be a condition to the obligation of the Company to issue shares of Stock
      upon the lapse of restrictions on Restricted Stock and a condition to the
      issuance of any shares of Stock to satisfy a Restricted Stock Unit upon the
      lapse of restrictions on the Restricted Stock Unit that the Participant (i)
      pay
      to the Company, upon its demand,  such amount as may be requested by
      the Company for the purpose of satisfying any liability to withhold federal,
      state, provincial  or local income or other taxes and (ii) provide the
      Company with a copy of the election, if required, under Section 83 of the Code,
      or any amendment thereto (the "Section 83 Election") as filed with the Internal
      Revenue Service.  If the amount requested is not paid and the copy of
      the Section 83 Election, if required, is not provided, the Company may refuse
      to
      issue shares of Stock until such time as the Participant so
      complies.  Unless the Committee shall in its sole discretion determine
      otherwise, payment for taxes required to be withheld may be made in whole or
      in
      part by an election by a Participant, in accordance with rules adopted by the
      Committee from time to time, to have the Company withhold shares of Stock
      otherwise issuable pursuant to the Plan having a fair market value equal to
      such
      tax liability, to be determined in such reasonable manner as may be provided
      for
      from time to time by the Committee or as may be required in order to comply
      with
      or to conform to the requirements of any applicable or relevant laws or
      regulations.

    


    (f)           The
      Plan is intended to comply with all applicable conditions of Rule 16b-3 of
      the
      1934 Act or any successor statute, rule or regulation. All transactions
      involving any Section 16(a) Person shall be subject to the conditions set forth
      in Rule 16b-3, regardless of whether such conditions are expressly set forth
      in
      the Plan. Any provision of the Plan that is contrary to Rule 16b-3 shall not
      apply to Section 16(a) Persons.

    


    (g)           This
      Plan is intended in all respects to comply with the provisions of Section 409A
      of the Code and the Company shall interpret and administer the Plan in a manner
      consistent with Section 409A.  In accordance with Prop. Reg.
§ 1.409A-3(h)(2)(vi) (or any subsequent corresponding provision of law),
      should there be a final determination that this Plan fails to meet the
      requirements of Section 409A and the regulations thereunder with respect to
      any
      Participant, the Company may distribute to the Participant an amount not to
      exceed the amount required to be included in income as a result of the failure
      to comply with the requirements of Section 409A and the
      regulations.

    


    SECTION
      10

    EFFECTIVE
      DATE OF PLAN

    


    The
      Plan, as amended to increase the
      number of shares, shall be effective as of the date of approval of the Plan
      by
      the shareholders of the Company or such other date as the shareholders of the
      Company so determine.