exhibit10_6.htm


    Exhibit
10.6

    FIRST
AMENDMENT

    TO
HAWK CORPORATION

    AMENDED
AND RESTATED 2000 LONG TERM INCENTIVE PLAN

    


    HAWK CORPORATION (the
“Company”), having adopted the Hawk Corporation Amended and Restated 2000 Long
Term Incentive Plan (the “Original Plan”) effective as of June 4, 2008, hereby
amends the Original Plan in accordance with this FIRST AMENDMENT TO HAWK CORPORATION
AMENDED AND RESTATED 2000 LONG TERM INCENTIVE PLAN, effective as of
December 31, 2008 (the “Amendment,” and together with the Original Plan, the
“Amended Plan”), as follows:

    


    1. Changes
to Section 1 of the Original Plan. The Company hereby amends
Section 1 of the Original Plan as follows:

    


    
      	
              (a)  

            	
              Section
      1 of the Original Plan is redesignated in its entirety as Section 1(a) of
      the Amended Plan.

            


    

    


    
      	
              (b)  

            	
              The
      following is added in its entirety as Section 1(b) of the Amended
      Plan:

            


    

    


    
      	
              (b)  

            	
              SECTION
      409A.  This Plan and any Awards granted hereunder are intended
      to comply with or be exempt from the requirements of Section 409A, and
      shall be interpreted and administered in a manner consistent with those
      intentions.  Any provision of this Plan to the contrary
      notwithstanding, Grandfathered Awards shall not be governed by the
      provisions of this Plan but instead shall continue to be governed by the
      provisions of the Plan as in effect on December 31, 2004 (the “Original
      Plan”).

            


    

    


    2. Changes
to Section 2 of the Original Plan. The Company hereby amends
Section 2 of the Original Plan as follows:

    


    
      	
              (a)  

            	
              The
      following is added in its entirety as Section 2(a) of the Amended
      Plan:

            


    

    


    (a)           “409A
Award” means an Award that provides for a deferral of compensation from the date
of grant, as determined under Section 409A.

    


    
      	
              (b)  

            	
              The
      following is added in its entirety as Section 2(b) of the Amended
      Plan:

            


    

    


    (b)           “409A
Change in Control” means the date on which any one of the following
occurs:  (i) any one person, or more than one person acting as a group
(as determined under Section 409A), acquires (or has acquired during the twelve
(12) month period ending on the date of the most recent acquisition by that
person or persons) ownership of stock of the Company possessing 30% or more
of the total voting power of the stock of the Company; (ii) a majority of
members of the Board is replaced during any twelve (12) month period by
directors whose appointment or election is not endorsed by a majority of the
members of the Board before the date of that appointment or election; (iii) any
one person, or more than one person acting as a group (as determined under
Section 409A), acquires ownership of stock of the Company that, together with
stock held by that person or group, constitutes more than 50% of the total fair
market value or total voting power of the stock of the Company; or (iv) any one
person, or more than one person acting as a group (as determined under Section
409A), acquires (or has acquired during the twelve (12) month period ending
on the date of the most recent acquisition by that person or persons) assets
from the Company that have a total gross fair market value equal to more than
40% of the total gross fair market value of all of the assets of the Company
before such acquisition or acquisitions.  For this purpose, “gross
fair market value” means the value of the assets of the Company, or the value of
the assets being disposed of, without regard to any liabilities associated with
those assets.

    


    
      	
              (c)  

            	
              Sections
      2(a), 2(b), 2(c), 2(e), 2(f), 2(g), 2(h), 2(i), 2(k), 2(l), 2(n), 2(o),
      2(p), 2(q), 2(r), 2(s), 2(t), 2(u), 2(v), 2(w), 2(x), 2(y), 2(aa) and
      2(bb) of the Original Plan are redesignated in their entirety as Sections
      2(c), 2(d), 2(e), 2(h), 2(i), 2(j), 2(l), 2(n), 2(p), 2(q), 2(u), 2(v),
      2(w), 2(y), 2(z), 2(aa), 2(bb), 2(cc), 2(dd), 2(ee), 2(gg), 2(hh), 2(mm)
      and 2(nn), respectively, of the Amended
Plan.

            


    

    


    
      	
              (d)  

            	
              The
      following is added in its entirety as Section 2(f) of the Amended
      Plan:

            


    

    


    (f)           “Change
in Control” shall mean the following:

    


    (i)           A
Change in Control of the Company shall have occurred when any Acquiring Person
(other than (i) the Company or any Subsidiary, (ii) any employee benefit plan of
the Company or any Subsidiary or any trustee of or fiduciary with respect to any
such plan when acting in such capacity, or (iii) any person who, on the
Effective Date of the Plan, is an Affiliate of this Company and owning in excess
of ten percent (10%) of the outstanding Shares of the Company and the respective
successors, executors, legal representatives, heirs and legal assigns of such
person), alone or together with its Affiliates and Associates, has acquired or
obtained the right to acquire the beneficial ownership of twenty-five
percent (25%) or more of the Shares then outstanding (except pursuant to an
offer for all outstanding Shares of the Company at a price and upon such terms
and conditions as a majority of the Continuing Directors determine to be in the
best interests of the Company and its shareholders (other than the Acquiring
Person or any Affiliate or Associate thereof on whose behalf the offer is being
made)).  Notwithstanding the above, no Change of Control shall be
deemed to have occurred with respect to Section 21 below unless that event
constitutes a 409A Change in Control.

     

    
      
        
        

      

      
        75

        
        

      

      
        
        

      

      
        


        (ii)           “Acquiring
Person” means any person (any individual, firm, corporation or other entity) who
or which, together with all Affiliates and Associates, has acquired or obtained
the right to acquire the beneficial ownership of twenty-five percent (25%) or
more of the Shares then outstanding.

         

      

      
        (iii)           “Affiliate”
and “Associate” shall have the respective meanings ascribed to such terms in
Rule 12b-2 of the Rules and Regulations under the Exchange Act.

         

      

    

    
      	
              (e)  

            	
              The
      following is added in its entirety as Section 2(g) of the Amended
      Plan:

            


    

    


    (g)           “Change
in Control Price” means the highest price per Share paid in any transaction
reported on the NYSE Alternext (or, if Shares are not then traded on the NYSE
Alerntext, the highest price paid as reported for any national exchange on which
the Shares are then traded) or paid or offered in any bona fide transaction
related to a Change in Control or 409A Change in Control of the Company, at any
time during the 30-day period immediately preceding the occurrence of a Change
in Control or 409A Change in Control, in each case as determined by the
Committee.

    


    
      	
              (f)  

            	
              The
      following is added in its entirety as Section 2(k) of the Amended
      Plan:

            


    

    


    (k)           “Continuing
Director” means any person who was a member of the Board on the Effective Date
of the Plan or thereafter was elected by the holders of common shares or the
holders of Series D Preferred Shares or appointed by the Board or the holders of
Series D Preferred Shares prior to the date as of which any person together
which all Affiliates and Associates became an Acquiring Person.

    


    
      	
              (g)  

            	
              The
      following is added in its entirety as Section 2(m) of the Amended
      Plan:

            


    

    


    (m)           “Disability”
means a disability determination in which a Participant meets one of the
following conditions:

    


    (i)           The
Participant is unable to engage in any substantial gainful activity by reason of
a medically determinable physical or mental impairment that can be expected to
last for a continuous period of not less than 12 months.

    


    (ii)           The
Participant is, by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be expected to last
for a continuous period of not less than 12 months, receiving income replacement
benefits for a period of not less than three months under an accident and health
plan covering employees of the Company.

    


    
      	
              (h)  

            	
              The
      following is added in its entirety as Section 2(o) of the Amended
      Plan:

            


    

    


    (o)           “Dividend
Equivalent” shall mean any right granted pursuant to Section 21(a)
hereof.

    


    
      	
              (i)  

            	
              The
      following is added in its entirety as Section 2(r) of the Amended
      Plan:

            


    

    


    (r)           “Fair
Market Value” shall mean, as of a given date, the value of a Share determined as
follows (in order of applicability):  (i) if on the Grant Date or
other determination date the Share is listed on an established national or
regional stock exchange, is admitted to quotation on NYSE Alternext or is
publicly traded on an established securities market, the Fair Market Value of a
Share shall be the closing price of the Share on that exchange or in that market
(if there is more than one such exchange or market the Committee shall determine
the appropriate exchange or market) on the Grant Date or such other
determination date (or if there is no such reported closing price, the Fair
Market Value shall be the mean between the highest bid and lowest asked prices
or between the high and low sale prices on that trading day) or, (ii) if no sale
of Shares is reported for that trading day, on the next preceding day on which
any sale has been reported.  If the Share is not listed on such an
exchange, quoted on such system or traded on such a market, Fair Market Value
shall be the value of the Share as determined by the determined by such methods
or procedures as shall be established from time to time by the Committee in good
faith in a manner consistent with Section 409A.

    


    
      	
              (j)  

            	
              The
      following is added in its entirety as Section 2(s) of the Amended
      Plan:

            


    

    


    (s)           “Grandfathered
Awards” shall mean all Awards made under the Plan which were earned and vested
on or before December 31, 2004.  Grandfathered Awards are subject to
the provisions of Section 1(b) above.

    


    
      	
              (k)  

            	
              The
      following is added in its entirety as Section 2(t) of the Amended
      Plan:

            


    

    


    (t)           “Grant
Date” shall mean, as determined by the Committee, the latest to occur
of:  (i) the date as of which the Committee approves an Award, (ii)
the date on which the recipient of an Award first becomes eligible to receive an
Award under Section
5 of this Plan, or (iii) any other date as may be specified by the
Committee.  The Grant Date for a substituted Award is the Grant Date
of the original Award.

    
      
        
        

      

      
        76

        
        

      

      
        
        

      

      
        
          
            


            
              	
                      (l)  

                    	
                      The
      following is added in its entirety as Section 2(x) of the Amended
      Plan:

                    


            

             

          

          (x)           “Original
Plan” has the meaning set forth in Section 1(a) above.

          


          
            	
                    (m)  

                  	
                    The
      following is added in its entirety as Section 2(ff) of the Amended
      Plan:

                  


          

           



        (ff)           “Plan”
means the Hawk Corporation Amended and Restated 2000 Long Term Incentive Plan
effective as of June 4, 2008, as amended from time to time.

        


        
          	
                  (n)  

                	
                  The
      following is added in its entirety as Section 2(ii) of the Amended
      Plan:

                


        

         

      

      
        
          (ii)           “Section 409A”
shall mean Section 409A of the Code and the Department of Treasury regulations
and other interpretive guidance issued thereunder, each as in effect from time
to time.

           

        

        
          	
                  (o)  

                	
                  The
      following is added in its entirety as Section 2(jj) of the Amended
      Plan:

                


        

         

      

    

    “Separation
from Service” means a termination of services provided by a Participant to the
Company, whether voluntarily or involuntarily, as determined by the Committee in
accordance with Treas. Reg. § 1.409A-1(h).

    


    
      	
              (p)  

            	
              The
      following is added in its entirety as Section 2(kk) of the Amended
      Plan:

            


    

    


    (kk)           “Shares”
shall mean the shares of common stock, $.01 par value, of the Company and such
other securities of the Company as the Committee may from time to time determine
in accordance with Section 409A.

    


    
      	
              (q)  

            	
              The
      following is added in its entirety as Section 2(ll) of the Amended
      Plan:

            


    

    


    (ll)           “Specified
Employee” means any Participant who is determined to be a “key employee” (as
defined under Code Section 416(i) without regard to paragraph (5) thereof) for
the applicable period, as determined by the Company under Section 409A and in
accordance with Treas. Reg. § 1.409A-1(i).

    


    
      	
              (r)  

            	
              The
      following is added in its entirety as Section 2(oo) of the Amended
      Plan:

            


    

    


    
      	
               
      

            	
              (oo)

            	
              “Whole
      Board” means the total number of directors which the Company would have if
      there were no vacancies.

            


    

    


    3. Changes
to Section 3 of the Original Plan. The Company hereby amends
Section 3 of the Original Plan by deleting the second sentence of Section 3.1(b)
from the Original Plan in its entirety and replacing it in the Amended Plan with
the following:

    


    The
Committee shall have full power and authority, subject to the provisions of this
Plan, Section 409A and such orders or resolutions not inconsistent with the
provisions of the Plan as may from time to time be adopted by the Board,
to:  (i) select the Employees of the Company to whom Awards may
from time to time be granted hereunder; (ii) determine the type or types of
Award to be granted to each Participant hereunder; (iii) determine the
number of Shares to be covered by each Award granted hereunder;
(iv) determine the terms and conditions, not inconsistent with the
provisions of the Plan, of any Award granted hereunder; (v) determine
whether, to what extent and under what circumstances Awards may be settled in
cash, Shares or other property or canceled or suspended; (vi) determine
whether, to what extent and under what circumstances cash, Shares and other
property and other amounts payable with respect to an Award under this Plan
shall be deferred in accordance with Section 409A either automatically or at the
election of the Participant; (vii) interpret and administer the Plan and
any instrument or agreement entered into under the Plan; (viii) establish
such rules and regulations and appoint such agents as it shall deem appropriate
for the proper administration of the Plan; and (ix) make any other
determination and take any other action that the Committee deems necessary or
desirable for administration of the Plan.

    


    4. Changes
to Section 4 of the Original Plan. The Company hereby amends
Section 4(c) of the Original Plan by adding in its entirety the following as the
last sentence of Section 4(c) of the Amended Plan:

    


    Notwithstanding
the foregoing, no substitution or adjustment shall be made which will result in
an Award becoming subject to the terms and conditions of Section 409A, unless
agreed upon by the Committee and the Participant.

    


    5. Changes
to Section 6 of the Original Plan. The Company hereby amends
Section 6 of the Original Plan as follows:

    


    
      	
              (a)  

            	
              Section
      6(a) is deleted from the Original Plan and is replaced in its entirety in
      the Amended Plan by the following:

            


    

     

    
      
        
        

      

      
        77

        
        

      

      
        
        

      

      
        
          
            


            (a)           OPTION
PRICE.  The purchase price per share of Shares purchasable under an
Option shall be determined by the Committee in its sole discretion; provided
that such purchase price shall not be less than the Fair Market Value of the
Share on the date of the grant of the Option.



          
            	
                    (b)  

                  	
                    The
      first sentence of Section 6(c) is deleted from the Original Plan and is
      replaced in its entirety in the Amended Plan by the
    following:

                  


          

          


          Options
shall be exercisable at such time or times and shall be subject to such terms
and conditions as determined by the Committee at or subsequent to grant and
permitted by Section 409A or agreed upon in writing by the Committee and the
Participant.

          


          


          
            	
                    (c)  

                  	
                    The
      following is added in its entirety as the last sentence of Section 3(c) in
      the Amended Plan:

                  


          

           

        

        If any
Option is exercisable only in installments or only after specified exercise
dates, the Committee may waive, in whole or in part, such installment exercise
provisions, and may accelerate any exercise date or dates, at any time at or
after grant, based on those factors as the Committee shall determine in its sole
discretion; provided, however, that any such waiver of installment exercise
provisions of the Option or acceleration of any exercise date is subject to the
limitations of Section 409A and, unless otherwise determined by the Committee,
any waiver of installment exercise provisions or any acceleration of any
exercise date of any Option under this Section 6(c) shall comply with Section
409A.

        


        
          	
                  (d)  

                	
                  Section
      6(d) is deleted from the Original Plan and is replaced in its entirety in
      the Amended Plan by the following:

                


        

         

      

    

    
      	
               
      

            	
              (d)

            	
              METHOD
      OF EXERCISE.  Subject to the other provisions of the Plan, any
      applicable Award Agreement and Section 409A, any Option may be exercised
      by the Participant in whole or in part at such time or times, and the
      Participant may make payment of the option price in such form or forms,
      including, without limitation, payment by delivery of cash, Shares or
      other consideration (including, where permitted by law and the Committee,
      Awards) having a Fair Market Value on the exercise date equal to the total
      option price, or by any combination of cash, Shares and other
      consideration as the Committee may specify in the applicable Award
      Agreement; provided however, that any such form of payment does not
      constitute a deferral of compensation within the meaning of Section 409A
      or otherwise cause the Option to be subject to the requirements of Section
      409A.

            


    

    


    
      	
              (e)  

            	
              The
      following is added in its entirety as the last sentence of Section 6(e) in
      the Amended Plan:

            


    

    


    Notwithstanding
anything in the Plan to the contrary, no term or provision of the Plan relating
to Incentive Stock Options shall be interpreted, amended or altered, nor shall
any discretion or authority granted under the Plan be exercised, so as to
disqualify the Plan under Section 422 of the Code, or, without the consent of
the participants affected, to disqualify any Incentive Stock Option under
Section 422 of the Code (or any successor thereto).

    


    6. Changes
to Section 7 of the Original Plan. The Company hereby amends
Section 7 of the Original Plan as follows:

    


    
      	
              (a)  

            	
              The
      following is added in its entirety as the fifth sentence of Section 7 in
      the Amended Plan:

            


    

    


    No Stock
Appreciation Right granted in connection with all or any part of an Option shall
be exercisable for less than the Fair Market Value of the underlying Shares as
of the date of the original grant of the Option unless that Stock Appreciation
Right or Option is a 409A Award, as provided for in the applicable Award
Agreement.

    


    
      	
              (b)  

            	
              The
      last sentence of Section 7 is deleted from the Original Plan and is
      replaced in its entirety in the Amended Plan by the
    following:

            


    

    


    The
Committee may impose such conditions or restrictions, subject to and in
accordance with Section 409A, on the exercise of any Stock Appreciation Right as
it shall deem appropriate.

    


    7. Changes
to Section 9 of the Original Plan. The Company hereby amends
Section 9 of the Original Plan by deleting in its entirety the first sentence of
Section 9 of the Original Plan and replacing it in its entirety by the following
first sentence of the Amended Plan:

    


    Performance
Awards may be issued hereunder to Participants in accordance with Section 409A,
for no cash consideration or for such minimum consideration as may be required
by applicable law, either alone or in addition to other Awards granted under the
Plan.

    


    8. Changes
to Section 10 of the Original Plan. The Company hereby amends
Section 10 of the Original Plan as follows:

    


    
      	
              (a)  

            	
              The
      last sentence of Section 10 is deleted from the Original Plan and is
      replaced in its entirety in the Amended Plan by the
    following:

            


    

    
      
        
        

      

      
        78

        
        

      

      
        
        

      

      
        
          
            


            Other
Awards of Shares and other Awards that are valued in whole or in part by
reference to, or are otherwise based on, Shares or other property (“Other Stock
Unit Awards”) may be granted hereunder to Participants, either alone or in
addition to other Awards granted under the Plan, in accordance with Section
409A.

            


            
              	
                      (b)  

                    	
                      The
      third sentence of Section 10 is deleted from the Original Plan and is
      replaced in its entirety in the Amended Plan by the
    following:

                    


            

            


            Subject
to the provisions of the Plan and Section 409A, the Committee shall have sole
and complete authority to determine the Employees of the Company to whom and the
time or times at which such Awards shall be made, the number of shares of Stock
to be granted pursuant to such Awards, and all other conditions of the
Awards.

             

          

          9. Changes
to Section 11 of the Original Plan. The Company hereby amends
Section 11 of the Original Plan as follows:

          


          
            	
                    (a)  

                  	
                    Section
      11(a) (exclusive of subsections 11(a)(i), (ii), (iii), and (iv)) is
      deleted from the Original Plan and is replaced in its entirety in the
      Amended Plan by the following:

                  


          

           

        

        
          	
                   
      

                	
                  (a)

                	
                  IMPACT
      OF EVENT.  Notwithstanding any other provision of the Plan or of
      any Award Agreement to the contrary, unless the Committee shall determine
      otherwise at the time of grant with respect to a particular Award, in the
      event of a Change in Control or a “409A Change in Control,” the following
      provisions of this Section 11 shall apply; provided, however, that the
      provisions of this Section 11 shall not apply to any Change in Control or
      409A Change in Control when expressly provided otherwise by a
      three-fourths vote of the Whole Board, but only if a majority of the
      members of the Board then in office and acting upon such matters shall be
      Continuing Directors.:

                


        

        


        
          	
                  (b)  

                	
                  Subsection
      11(a)(i) is deleted from the Original Plan and is replaced in its entirety
      in the Amended Plan by the
following:

                


        

         

      

      
        (i)           Any
Options and Stock Appreciation Rights awarded under the Plan and outstanding as
of the date such Change in Control or a 409A Change in Control is determined to
have occurred, and which are not then exercisable and vested, shall become fully
exercisable and vested as of the date of the Change in Control or 409A Change in
Control to the full extent of the original grant, whether or not then
exercisable; provided, that in the case of a Participant holding a Stock
Appreciation Right who is actually subject to Section 16(b) of the Exchange
Act, such Option or Stock Appreciation Right shall not become fully vested and
exercisable unless it shall have been outstanding for at least six months at the
date such Change in Control or 409A Change in Control is determined to have
occurred.

         

      

    

    
      	
              (c)  

            	
              The
      first sentence of Section 11(b) is deleted from the Original Plan and is
      replaced in its entirety in the Amended Plan by the
    following:

            


    

    


    Notwithstanding
any other provision of the Plan, during the 60-day period from and after a
Change in Control (the “Exercise Period”), if the Committee shall determine at,
or at any time after, the time of grant, a Participant holding an Option (other
than a 409A Award) shall have the right, whether or not the Option is fully
exercisable and in lieu of the payment of the purchase price for the Shares
being purchased under the Option and by giving notice to the Company, to elect
(within the Exercise Period) to surrender all or part of the Option to the
Company and to receive cash, within 30 days of such notice, in an amount equal
to the amount by which the Change in Control Price per Share on the date of such
election shall exceed the purchase price per Share under the Option (the
“Spread”) multiplied by the number of Shares granted under the Option as to
which the right granted under this Section 11(b) shall have been exercised;
provided, that if the Change in Control is within six months of the date of
grant of a particular Option held by a Participant who is an officer or director
of the Company and is subject to Section 16(b) of the Exchange Act, no such
election shall be made by such Participant with respect to such Option prior to
six months from the date of grant.

    


    
      	
              (d)  

            	
              Section
      11(c) is deleted from the Original Plan and is replaced in its entirety in
      the Amended Plan by the following:

            


    

    


    (c) Notwithstanding
any other provision of this Plan, if any right granted pursuant to this Plan
would make a Change in Control or 409A Change in Control transaction ineligible
for pooling-of-interests accounting under APB No. 16 that (after giving
effect to any other actions taken to cause such transaction to be eligible for
such pooling-of-interests accounting treatment) but for the nature of such grant
would otherwise be eligible for such accounting treatment, the Committee shall
have the ability to substitute for the cash payable pursuant to such right
Shares with a Fair Market Value equal to the cash that would otherwise be
payable pursuant thereto.

    


    
      	
              (e)  

            	
              The
      first sentence of Section 11(d) is deleted from the Original Plan and is
      replaced in its entirety in the Amended Plan by the
    following:

            


    

    


    Notwithstanding
any other provision in this Plan to the contrary, to the extent
the  payment of Awards to a Participant upon a Change in Control or
409A Change in Control constitutes an “excess parachute payment” within the
meaning of Section 280G of the Code such payment shall not be made to such
extent (a “Parachute Payment”).

     

    
      
        
        

      

      
        79

        
        

      

      
        
        

      

      
        
          
            


            10. Changes
to Section 12 of the Original Plan. The Company hereby amends
Section 12 of the Original Plan as follows:

            


            
              	
                      (a)  

                    	
                      Section
      12(a) is deleted from the Original Plan and is replaced in its entirety in
      the Amended Plan by the following:

                    


            

            


            (a)           Notwithstanding
any other provision of this Plan, if the Committee determines at the time
Restricted Stock, a Performance Award or an Other Stock Unit Award is granted to
a Participant that such Participant is, or is likely to be at the time he or she
recognizes income for federal income tax purposes in connection with such Award,
a Covered Employee, then the Committee may provide, in accordance with Section
409A, that this Section 12 is applicable to such
Award.


          

          
            	
                    (b)  

                  	
                    Section
      12(d) is deleted from the Original Plan and is replaced in its entirety in
      the Amended Plan by the following:

                  


          

          


          (d)           The
Committee shall have the power to impose such other restrictions on Awards
subject to this Section 12 as it may deem necessary or appropriate to
ensure that such Awards satisfy all requirements for “performance-based
compensation” within the meaning of Section 162(m)(4)(B) of the Code or any
successor thereto and Section 409A.

          


          


          11. Changes
to Section 14 of the Original Plan. The Company hereby amends
Section 14 of the Original Plan as follows:

          


          
            	
                    (a)  

                  	
                    The
      following is added in its entirety as the last sentence of Section 14(e)
      in the Amended Plan:

                  


          

           

        

        Notwithstanding
the foregoing, no adjustment or modification shall be made under this Section
14(e) which will result in an Award becoming subject to the terms and conditions
of Section 409A or otherwise constitute an impermissible acceleration, unless
agreed upon by the Committee and the Participant.

        


        
          	
                  (b)  

                	
                  The
      following are added in their entirety as the last two sentences of Section
      14(f) in the Amended Plan:

                


        

         

      

      
        Notwithstanding
the foregoing, with respect to any suspensions that were not included in the
original terms of any Option but were provided by the Committee after the date
of grant, if at the time of any such suspension, the exercise price per Share of
the Option is less than the Fair Market Value of a Share, the suspension shall,
unless otherwise determined by the Committee, be limited to the earlier of (a)
the maximum term of the Option as set by its original terms or (b) ten (10)
years from the Grant Date.  Unless otherwise determined by the
Committee, any suspension of the term of an Option under this Section 14(f)
shall comply with Section 409A to the extent applicable.

         

      

      
        
          	
                  (c)  

                	
                  Section
      14(h) is deleted from the Original Plan and is replaced in its entirety in
      the Amended Plan by the following:

                


        

        


        (h)           The
Committee shall be authorized to establish procedures pursuant to which the
payment of any Award may be deferred in accordance with Section 409A and subject
to the requirements of Section 21 of this Plan.

        


      

      
        12. Changes
to Section 19 of the Original Plan. The Company hereby amends
Section 19 of the Original Plan deleting Section 19 in its entirety from the
Original Plan and replacing it in its entirety in the Amended Plan by the
following:

        


        SECTION
19.  DEFERRALS.  Subject to the requirements of
Section 409A and Section 21 below, the Committee may postpone the exercising of
Awards, the issuance or delivery of Shares under any Award or any action
permitted under the Plan to prevent the Company, or any Subsidiary from being
denied a Federal income tax deduction with respect to any Award other than an
Incentive Stock Option.  Notwithstanding the foregoing, with respect
to any postponements that were not included in the original terms of any Option
but were provided by the Committee after the date of grant, if at the time of
any such postponement, the exercise price per Share of the Option is less than
the Fair Market Value of a Share, the postponement shall, unless otherwise
determined by the Committee, be limited to the earlier of (a) the maximum term
of the Option as set by its original terms or (b) ten (10) years from the Grant
Date.  Unless otherwise determined by the Committee, any postponement
of the term of an Option under this Section 19 shall comply with Section 409A to
the extent applicable.

         

      

    

    13. Addition
of New Section 21 to the Amended Plan. The Company hereby adds
Section 21 to the Amended Plan in its entirety as follows:

    


    SECTION
21.  TIME AND FORM OF PAYMENT OF AWARDS; DEFERRALS

    


     

    
      
        
        

      

      
        80

        
        

      

      
        
        

      

       

      
        
          
            (a)           GENERAL.  Subject
to the terms of the Plan and any applicable Award Agreement (as may be amended),
payments to be made to Participants by the Company upon the exercise of an
Option or other Award or settlement of an Award may be made in those forms as
the Committee may determine, including, without limitation, cash, Shares, other
Awards or other property, or a combination thereof, may include such
restrictions as the Committee shall determine, including, in the case of Shares,
restrictions on transfer and forfeiture provisions, and may be made in a single
payment, in installments, or on a deferred basis; provided, however that
settlement in other than Shares or payment on a deferred basis must be
authorized by the applicable Award Agreement.  Subject to the
provisions of this Plan and any Award Agreement, the recipient of an Award
(including, without limitation, any deferred Award) may, if so determined by the
Committee, be entitled to receive, currently or on a deferred basis, interest or
dividends, or interest or dividend equivalents, with respect to the number of
shares covered by the Award, as determined by the Committee, in its sole
discretion, and the Committee may provide that such amounts (if any) shall be
deemed to have been reinvested in additional Shares or otherwise
reinvested.  The settlement of any Award may be accelerated and cash
paid in lieu of Shares in connection with such settlement; provided, however,
that settlement in cash must be authorized by the applicable Award
Agreement.  The acceleration of any Award that does not result in a
cash settlement must also be authorized by the applicable Award
Agreement.  Installment or deferred payments may be required by the
Committee or permitted at the election of the Participant on such terms and
conditions approved by the Committee, including without limitation the ability
to defer Awards under any deferred compensation plan maintained by the Company
or any Company Affiliate.

            


            (b)           LIMITATIONS
ON AWARDS TO ENSURE COMPLIANCE WITH SECTION 409A.



          (i)           409A Awards and
Deferrals. To the extent applicable, this Plan shall be interpreted
in accordance with Section 409A.  Other provisions of this Plan
notwithstanding, the terms of any 409A Award, including any authority of the
Company or the Committee and rights of the Participant with respect to the 409A
Award, shall be limited to those terms permitted under Section
409A.  Each of the following provisions will apply to 409A
Awards:

          


          (A)           If
a Participant is permitted to elect to defer an Award or any payment under an
Award, that election shall be permitted only at time in compliance with Section
409A and as provided under Section 21(c) below.

          


          (B)           The
Company shall have no authority to accelerate or delay distributions relating to
409A Awards in excess of the authority permitted under Section
409A.

          


          (C)           Any
distribution of a 409A Award triggered by a Participant’s termination of
employment shall be made only at the time that the Participant has a Separation
from Service (or at such earlier time preceding a termination of employment that
there occurs another event triggering a distribution under the Plan or the
applicable Award Agreement in compliance with Section
409A).


        

        (D)           Any
distribution to a Specified Employee after Separation from Service shall occur
at the expiration of the six-month period following that Specified Employee’s
Separation from Service in accordance with Section 21(f) below.

        


        (E)           In
the case of any distribution of a 409A Award, the time and form of payment for
that distribution will be specified in the Award Agreement; provided that, if
the time and form of payment for that distribution is not otherwise specified in
the Plan or an Award Agreement or other governing document, the distribution
shall be made in one lump sum amount not later than March 15 in the calendar
year following the calendar year at which the settlement of the Award is
specified to occur, any applicable restriction lapses, or there is no longer a
substantial risk of forfeiture applicable to those amounts.


         

      

      
        
          (ii)           Distribution upon
Vesting.  Except as otherwise provided in Section 21(c) below
or an Award Agreement, in the case of any Award other than Options granted on or
after January 1, 2008 providing for a distribution upon the lapse of a
substantial risk of forfeiture, the time and form of payment for that
distribution will be specified in the Award Agreement; provided that, if the
timing and form of payment of that distribution is not otherwise specified in
the Plan or an Award Agreement or other governing document, the distribution
shall be made in one lump sum amount on March 15 of the calendar year following
the calendar year in which the payment is no longer subject to a substantial
risk of forfeiture within the meaning of Section
409A.  Notwithstanding the foregoing, payment may be made at a later
date for administrative reasons to the extent permitted by Section
409A.  No Participant is permitted, directly or indirectly, to
designate the calendar year of payment.  Delivery of Shares upon
exercise by Participants of Options will be made in accordance with Section
6.

           

        

        (iii)           Scope and Application of this
Provision.  For purposes of the Plan, references to a term or
event (including any authority or right of the Company, the Committee, or a
Participant) being “permitted” under Section 409A means that the term or event
will not cause the Participant to be deemed to be in constructive receipt of
compensation relating to the 409A Award prior to the distribution of cash,
Shares, or other property or to be liable for payment of interest or a tax
penalty under Section 409A.

        


        (iv)           Interpretation.  If
and to the extent that any provision of an Award is required or intended to
comply with Section 409A, that provision shall be administered and interpreted
in a manner consistent with the requirements of Section 409A.  If and
solely to the extent that any such provision of any Award as currently written
would conflict with or result in adverse consequences to a Participant under
Section 409A, the Committee shall have the authority, without the consent of the
Participant, to administer that provision and to amend the Award with respect to
that provision to the extent the Committee deems necessary for the purposes of
avoiding any portion of the Shares or amounts to be delivered to the Participant
being subject to additional income or other taxes under Section
409A.

         

      

    

    
      
        
        

      

      
        81

        
        

      

      
        
        

      

      
        
          
            
              (c)           DEFERRAL.  With
the approval of the Committee, payment in respect of Awards other than Options
may be deferred and paid either in the form of installments or as a lump-sum
payment.  The Committee may permit selected Participants to elect to
defer payments of some or all types of such Awards payable by the Corporation in
accordance with the provisions of this Section 21(c) and those other procedures
as may be established by the Committee.  The Committee may also
specify in an Award Agreement or the terms of the Award that payment in respect
of an Award will be deferred.  Any deferred payment under an Award,
whether elected by the Participant or specified by the Award Agreement or by the
terms of the Award, may be forfeited if and to the extent that Award Agreement
or the terms of the Award so provide.  Any such deferral of payment
will be made in accordance with each of the following:

               

            

            (i)           Initial Deferral Elections by
Participants.  Except as otherwise provided in this Section
21(c), the Participant must make a written, irrevocable election as to the
deferral of payment in respect of an Award and the time and form of that payment
on or before the deadline established by the Committee, which shall be no later
than:

            


            (A)           December
31st
of the calendar year preceding the calendar year during which the Participant
will commence performing the services giving rise to the Award subject to the
deferral election; or



          (B)           for
the first year in which the Participant becomes eligible to participate in the
Plan, 30 days after the date the Participant first becomes eligible to
participate in the Plan, provided that such an election will only be effective
with respect to the portion of the Award related to services performed after the
election.

          


          (ii)           Initial Participant Deferral Elections
for Performance-Based Compensation.  In the event that the
Committee determines that a deferral election may be made with respect to an
Award that is Performance-Based Compensation (as defined below), an eligible
Participant may make a written, irrevocable election as to deferral of payment
in respect of the Award and the time and form of that payment on or before the
deadline established by the Committee, which deadline shall not be later than
six months before the end of the performance period.

          


          For
purposes of this Section 21(c)(ii), the term “Performance-Based Compensation”
means an Award, the amount of which, or the entitlement to which, is contingent
on the satisfaction of preestablished organizational or individual performance
criteria relating to a performance period of at least 12 consecutive months, as
determined by the Committee in accordance with Treas. Reg. §
1.409-1(e).  Performance criteria are considered preestablished if
established in writing by not later than 90 days after the commencement of the
period of service to which the criteria relates, provided that the outcome is
substantially uncertain at the time the criteria are
established.


        

        For a
Participant to be eligible to make a deferral election in accordance with this
Section 21(c)(ii), the Participant must have performed services continuously
from the later of (A) the beginning of the performance period for the
Performance-Based Compensation or (B) the date upon which the performance
criteria for the Performance-Based Compensation are established, through the
date on which the Participant makes the deferral election.  In
addition, in no event may a deferral election under this Section 21(c)(ii) be
made after the Performance-Based Compensation has become readily ascertainable
within the meaning of Treas. Reg. § 1.409A-2(a)(8).

        


        (iii)           Initial Participant Deferral
Elections for Fiscal Year Compensation.  In the event that the
Committee determines that a deferral election may be made with respect to an
Award that is Fiscal Year Compensation (as defined below), the Participant may
make a written, irrevocable election as to the deferral of payment in respect of
the Award and the time and form of that payment on or before the deadline
established by the Committee, which deadline shall not be later than the close
of the Employer’s fiscal year immediately preceding the first fiscal year in
which any services are performed for which the Award is payable.  For
purposes of this Section 21(c)(iii), the term “Fiscal Year Compensation” means
an Award relating to a period of service coextensive with one or more
consecutive fiscal years of the Employer, of which no amount is paid or payable
during the fiscal year(s) constituting the period of service.

         

      

      
        (iv)           Initial Participant Deferral Elections for
Short-Term Deferrals.  If a Participant has a legally binding
right to an Award under the Plan or a payment under an Award in a subsequent
calendar year that, absent a deferral election, would be treated as a short-term
deferral within the meaning of Treas. Reg. § 1.409A-1(b)(4) and the Committee
determines that a deferral election may be made with respect to payment under
the Award, the Participant may make a written, irrevocable election to defer
that payment in accordance with the requirements of Section 21(c)(vii) below,
applied as if the payment were a deferral of compensation and the scheduled
payment date for the payment were the date that the substantial risk of
forfeiture lapses.  The Committee may provide in the deferral election
that the deferred payment will be payable upon a 409A Change in Control without
regard to the five-year additional deferral requirement in Section 21(c)(vii)
below.

         

      

      
        
          
            (v)           Initial Participant Deferral
Elections for Compensation Subject to a Substantial Risk of
Forfeiture.  If a Participant has a legally binding right to an
Award under the Plan or payment in respect of an Award in a subsequent year and
the payment of or under the Award is subject to a substantial risk of forfeiture
condition requiring the Participant’s continued services for a period of at
least 12 months from the date the Participant obtains the legally binding right,
the Committee may permit the Participant to make a written, irrevocable election
to defer that payment no later than the 30th day
after the Participant obtains the legally binding right to the payment, provided
that the election is made at least 12 months in advance of the earliest date at
which the forfeiture condition could lapse, as determined in accordance with
Treas. Reg. § 1.409A-2(a)(5).  For purposes of this Section 21(c)(v),
a condition will not be treated as failing to require the Participant to
continue to provide services for a period of at least 12 months from the date
the Participant obtains the legally binding right merely because the condition
immediately lapses upon Disability or death of the Participant or upon a 409A
Change in Control.  However, if the Participant’s Disability, death,
or 409A Change in Control event occurs before the end of that 12-month period, a
deferral election under this Section 21(c)(v) will be effective only if it would
be permissible under another subparagraph of this Section
21(c).

          

        

      

    

    
      
        
        

      

      
        82

        
        

      

      
        
        

      

       

      
        
          
            (vi)           Deferrals by
Committee.  If an Award is made that provides for the deferral
of compensation for services performed during a Participant’s taxable year and
the Participant is not given an opportunity to elect the time and form of
payment of that Award, the Committee must designate the time and form of payment
no later than the time the Participant first has a legally binding right to the
Award or, if later, the time the Participant would be required under this
Section 21(c)(vi) to make such an election if the Participant were provided such
an election.

            


            (vii)           Subsequent Deferral
Elections.
Notwithstanding the foregoing provisions of this Section 21(c), with the
approval of the Committee, a Participant may elect to further delay payment in
respect of an Award or change the form of payment if each of the following
conditions is met:

          

          (A)           The
election will not take effect until at least 12 months after the date on which
the election is made.

          


          (B)           For
any payment not made on account of death or Disability, the payment is deferred
for a period of not less than five years from the date the payment would
otherwise have been paid and not later than the expiration date of the
Award.

          


          (C)           Any
election related to a payment to be made at a specified time or under a fixed
schedule must be made not less than 12 months before the date the payment is
scheduled to be paid.

           

          (viii)                      Acceleration of
Payments.  Notwithstanding any other provision of this Plan, an
Award Agreement or a deferral election to the contrary, the Committee in its
discretion, may accelerate payment in respect of an Award in accordance with the
provisions of Treas. Reg. § 1.409A-2(b)(7), provided that the Committee treats
all payments to similarly situated Participants on a reasonably consistent
basis.

          


          (ix)           Delay of Payments.
Notwithstanding any other provision of this Plan, an Award Agreement or a
deferral election to the contrary, payment under an Award may be delayed by the
Committee under the circumstances described in Treas. Reg. § 1.409A-2(b)(7),
provided that the Committee treats all payments to similarly situated
Participants on a reasonably consistent basis.


        

        (d)           PERMISSIBLE
PAYMENT EVENTS/TIMES.  The Committee may specify any one or more of
the following as an event upon or a time at which payment of the vested portion
of an Award may be under a deferral election under Section 21(c)
above:  (i) Separation from Service; (ii) Disability; (iii) death;
(iv) a specified date or under a fixed schedule; or (v) a 409A Change in
Control.  The Committee may provide for payment upon the earliest or
latest of more than one such event or time.

        


        (e)           TIME
OF PAYMENT.  The payment date with respect to payment of an Award that
is deferred under Section 21(c) above shall be the permissible payment event or
time under Section 21(d) above designated by the Participant or the Committee,
as applicable, in accordance with Section 21(c).  Payment in respect
of an Award shall be made within 60 days following the payment date; provided,
however, that payment may be made at a later date for administrative reasons to
the extent permitted by Section 409A; provided, further, that the Participant
shall not be permitted, directly or indirectly, to designate the calendar year
of the payment.

         

      

      
        (f)           SPECIFIED
EMPLOYEES.  Notwithstanding any provision of this Plan or any Award
Agreement to the contrary, if any payment under a Participant’s Award provides
for a deferral of compensation under Section 409A and the Participant is a
Specified Employee, as determined by the Company in accordance with
Section 409A, as of the date of that Participant’s Separation from Service,
to the extent that the payments or benefits under this Plan or any Award
Agreement are subject to Section 409A and the delayed payment or
distribution of all or any portion of those amounts to which the Participant is
entitled under this Plan or an Award Agreement, exclusive of any amount that is
permitted to be distributed under U.S. Treasury Regulation
Section 1.409A-1(b)(9)(iii) (regarding the two-times, two year exception),
is required in order to avoid a prohibited distribution under
Section 409A(a)(2)(B)(i) of the Code, then such portion deferred under this
Section 21(f) shall be paid or distributed (without interest) to the
Participant in a lump sum on the earlier of (i) the date that is
six (6) months following termination of the Participant’s Separation from
Service, (ii) a date that is no later than thirty (30) days after the date
of the Participant’s death, or (iii) the earliest date as is permitted
under Section 409A.  For purposes of clarity, the six (6) month
delay shall not apply in the case of severance pay contemplated by U.S. Treasury
Regulation Section 1.409A-1(b)(9)(iii) to the extent of the limits set forth
therein.  Any remaining payments due under this Plan or an Award
Agreement shall be paid as otherwise provided in this Plan or the Award
Agreement.

      

      
        


        (g)           INSTALLMENT
PAYMENTS.  For purposes of Section 409A (including, without
limitation, for purposes of Treas. Reg. § 1.409A-2(b)(2)(iii)), a Participant’s
right under an Award Agreement to receive installment payments shall be treated
as a right to receive a series of separate payments and, accordingly, each
installment payment shall at all times be considered a separate and distinct
payment.

         

      

      
        (h)           2008
ELECTIONS OR AMENDMENTS.  As provided in Internal Revenue
Notice 2007-86, notwithstanding any other provision of this Plan, with
respect to an election or amendment to change a time and form of payment under
this Agreement that is subject to Section 409A made on or after
January 1, 2008 and on or before December 31, 2008, the election or
amendment may apply only to amounts that would not otherwise be payable in 2008
and may not cause an amount to be paid in 2008 that would not otherwise be
payable in 2008.

         

      

    

    14. Full
Force and Effect.  Except to the
extent specifically modified in this Amendment, each and every provision of the
Original Plan remains in full force and effect in the Amended Plan.

    


    15. Miscellaneous.  This Amendment
shall be governed by and construed in accordance with the substantive laws of
the State of Ohio.  In the event of any conflict between the original
terms of the Original Plan and this Amendment, the terms of this Amendment shall
prevail.

    83