exv10w2





EXHIBIT
10.2


2008 PERFORMANCE PLAN




OF




THE GOODYEAR TIRE & RUBBER COMPANY




(Adopted
April 8, 2008, as amended on October 7, 2008 and December
7, 2010)




1. PURPOSE.




     The purposes of the 2008 Performance Plan of The Goodyear Tire & Rubber Company (the “Plan”)
are to advance the interests of the Company and its shareholders by strengthening the ability of
the Company to attract, retain and reward highly qualified officers and other employees, to
motivate officers and other selected employees to achieve business objectives established to
promote the long term growth, profitability and success of the Company, and to encourage ownership
of the Common Stock of the Company by participating officers, other selected employees and
directors. The Plan authorizes performance based stock and cash incentive compensation in the form
of stock options, stock appreciation rights, restricted stock, restricted stock units, performance
grants and awards, and other stock-based grants and awards.



2. DEFINITIONS.




     For the purposes of the Plan, the following terms shall have the following meanings:




     (a) “AWARD” means any Stock Option, Stock Appreciation Right, Restricted Stock Grant,
Performance Grant, Stock-Based Grant, or any other right, interest or option relating to shares
of Common Stock or other property (including cash) granted pursuant to the Plan.




     (b) “BOARD OF DIRECTORS” means the Board of Directors of the Company.




     (c) “CHANGE IN CONTROL” has the meaning set forth in Section 13(b) hereof.




     (d) “CODE” means the Internal Revenue Code of 1986, as amended and in effect from time to
time, or any successor statute thereto, together with the published rulings, regulations and
interpretations duly promulgated thereunder.




     (e) “COMMITTEE” means the committee of the Board of Directors established and constituted as
provided in Section 5 of the Plan.




     (f) “COMMON STOCK” means the common stock, without par value, of the Company, or any
security issued by the Company in substitution or exchange therefor or in lieu thereof.




     (g) “COMMON STOCK EQUIVALENT” means a Unit (or fraction thereof, if authorized by the
Committee) substantially equivalent to a hypothetical share of Common Stock, credited to a
Participant and having a value at any time equal to the Fair Market Value of a share of Common
Stock (or such fraction thereof) at such time.




     (h) “COMPANY” means The Goodyear Tire & Rubber Company, an Ohio corporation, or any
successor corporation.




     (i) “DATE OF GRANT” means the date as of which an Award is determined to be effective as
designated in a resolution by the Committee and is granted pursuant to the Plan. The Date of
Grant shall not be earlier than the date of the resolution and action therein by the Committee.




     (j) “DIRECTOR” means any individual who is a member of the Board of Directors and who is not
an Employee at the relevant time.



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     (k) “DIVIDEND EQUIVALENT” means, in respect of a Common Stock Equivalent or a Restricted
Stock Unit and with respect to each dividend payment date for the Common Stock, an amount equal
to the cash dividend on one share of Common Stock payable on such dividend payment date.




     (l) “EMPLOYEE” means any individual, including any officer of the Company, who is on the
active payroll of the Company or a Subsidiary at the relevant time.




     (m) “EXCHANGE ACT” means the Securities Exchange Act of 1934, as amended and in effect from
time to time, including all rules and regulations promulgated thereunder.




     (n) “FAIR MARKET VALUE” means, in respect of any date on or as of which a determination
thereof is being or to be made, the closing market price of the Common Stock reported on the New
York Stock Exchange Composite Transactions tape on such date, or, if the Common Stock was not
traded on such date, on the next preceding day on which sales of shares of the Common Stock were
reported on the New York Stock Exchange Composite Transactions tape.




     (o) “INCENTIVE STOCK OPTION” means any option to purchase shares of Common Stock granted
pursuant to the provisions of Section 6 of the Plan that is intended to be and is specifically
designated as an “incentive stock option” within the meaning of Section 422(b) of the Code.




     (p) “NON-QUALIFIED STOCK OPTION” means any option to purchase shares of Common Stock granted
pursuant to the provisions of Section 6 of the Plan that is not an Incentive Stock Option.




     (q) “PARTICIPANT” means any Employee or Director who receives a grant or Award under the
Plan.




     (r) “PERFORMANCE AWARD” has the meaning set forth in Section 9(a) hereof.




     (s) “PERFORMANCE GOALS” mean, with respect to any applicable grant made pursuant to the
Plan, the one or more targets, goals or levels of attainment required to be achieved in terms of
the specified Performance Measure during the specified Performance Period, all as set forth in
the related grant agreement.




     (t) “PERFORMANCE GRANT” means a grant made pursuant to Section 9 of the Plan, the Award of
which is contingent on the achievement of specific Performance Goals during a Performance Period,
determined using a specific Performance Measure, all as specified in the grant agreement relating
thereto.




     (u) “PERFORMANCE MEASURE” means, with respect to any applicable grant made pursuant to the
Plan, one or more of the criteria selected by the Committee pursuant to Section 9(c) of the Plan
for the purpose of establishing, and measuring attainment of, Performance Goals for a Performance
Period in respect of such grant, as provided in the related grant agreement.




     (v) “PERFORMANCE PERIOD” means, with respect to any applicable grant made pursuant to the
Plan, the one or more periods of time, which may be of varying and overlapping durations, as the
Committee may select during which the attainment of one or more Performance Goals will be
measured to determine whether, and the extent to which, a Participant is entitled to receive
payment of an Award pursuant to such grant.




     (w) “PLAN” means this 2008 Performance Plan of the Company, as set forth herein and as
hereafter amended from time to time in accordance with the terms hereof.




     (x) “PRIOR AWARD” means any award or grant made pursuant to a Prior Plan that is outstanding
and unexercised on the date of adoption of the Plan.




     (y) “PRIOR PLAN” means the Company’s 1997 Performance Incentive Plan, 2002 Performance Plan
or 2005 Performance Plan, as amended from time to time in accordance with the terms thereof.



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     (z) “QUALIFIED PERFORMANCE-BASED AWARD” means any Award or portion of an Award that is
intended to satisfy the requirements for “qualified performance-based compensation” under Section
162(m) of the Code.




     (aa) “RESTRICTED STOCK” means shares of Common Stock issued pursuant to a Restricted Stock
Grant under Section 8 of the Plan so long as such shares remain subject to the restrictions and
conditions specified in the grant agreement pursuant to which such Restricted Stock Grant is
made.




     (bb) “RESTRICTED STOCK GRANT” means a grant made pursuant to the provisions of Section 8 of
the Plan.




     (cc) “RESTRICTED STOCK UNIT” means a Unit issued pursuant to a Restricted Stock Grant under
Section 8 of the Plan so long as such Unit remains subject to the restrictions and conditions
specified in the grant agreement pursuant to which such Restricted Stock Grant is made.




     (dd) “STOCK APPRECIATION RIGHT” means a grant in the form of a right to benefit from the
appreciation of the Common Stock made pursuant to Section 7 of the Plan.




     (ee) “STOCK-BASED GRANT” has the meaning set forth in Section 10(a) hereof.




     (ff) “STOCK OPTION” means and includes any Non-Qualified Stock Option and any Incentive
Stock Option granted pursuant to Section 6 of the Plan.




     (gg) “SUBSIDIARY” means any corporation or entity in which the Company directly or
indirectly owns or controls securities having a majority of the voting power of such corporation
or entity; provided, however, that (i) for purposes of determining whether any Employee may be a
Participant with respect to any grant of Incentive Stock Options, the term “Subsidiary” has the
meaning given to such term in Section 424 of the Code, as interpreted by the regulations
thereunder and applicable law; and (ii) for purposes of determining whether any individual may be
a Participant with respect to any grant of Stock Options or Stock Appreciation Rights that are
intended to be exempt from Section 409A of the Code, the term “Subsidiary” means any corporation
or other entity as to which the Company is an “eligible issuer of service recipient stock”
(within the meaning of Section 409A of the Code).




     (hh) “SUBSTITUTE AWARDS” means Awards that are granted in assumption of, or in substitution
or exchange for, outstanding awards previously granted by an entity acquired directly or
indirectly by the Company or with which the Company directly or indirectly combines.




     (ii) “UNIT” means a bookkeeping entry used by the Company to record and account for the
grant, settlement or, if applicable, deferral of an Award until such time as such Award is paid,
canceled, forfeited or terminated, as the case may be, which, except as otherwise specified by
the Committee, shall be equal to one Common Stock Equivalent.



3. EFFECTIVE DATE; TERM.





     (a) EFFECTIVE DATE. The Plan shall be effective on April 8, 2008, upon approval by the
shareholders of the Company at the 2008 annual meeting of shareholders or any adjournments thereof
and the Board of Directors.




     (b) TERM. The Plan shall remain in effect until April 8, 2018, unless sooner terminated by
the Board of Directors. Termination of the Plan shall not affect grants and Awards then
outstanding.



4. SHARES OF COMMON STOCK SUBJECT TO PLAN.




     (a) MAXIMUM NUMBER OF SHARES AVAILABLE FOR ISSUANCE UNDER THE PLAN. The maximum aggregate
number of shares of Common Stock which may be granted pursuant to Awards under the Plan, subject to
Sections 4(b) and 4(c) of the Plan, shall be eight million (8,000,000). Any shares of Common Stock
that



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are subject to Awards of Stock Options or Stock Appreciation Rights shall be counted against
this limit as one (1) share of Common Stock for every one (1) share of Common Stock granted. Any
shares of Common Stock that are subject to Awards other than Stock Options or Stock Appreciation
Rights shall be counted against this limit as 1.61 shares of Common Stock for every one (1) share
of Common Stock granted. The shares of Common Stock which may be issued under the Plan may be
authorized and unissued shares or issued shares reacquired by the Company. No fractional share of
Common Stock shall be issued under the Plan. Awards of fractional shares of Common Stock, if any,
shall be settled in cash. Notwithstanding the limitations imposed upon the vesting of Awards
elsewhere in the Plan, those vesting limitations shall not be applicable to up to a maximum
aggregate number of shares of Common Stock granted pursuant to Awards under the Plan of 400,000
shares.



     (b) CHARGING OF SHARES. Shares of Common Stock subject to an Award or a Prior Award that
expires according to its terms or is forfeited, terminated, canceled or surrendered, in each case,
without having been exercised or is settled, or can be paid only, in cash, with respect to Awards
under the Plan, will be available again for grant under the Plan, without reducing the number of
shares of Common Stock that may be subject to Awards or that are available for the grant of Awards
under the Plan and, with respect to Prior Awards under a Prior Plan, will become available for
grant under the Plan, thereby increasing the number of shares of Common Stock that may be subject
to Awards or that are available for the grant of Awards under the Plan. In no event shall (i) any
shares of Common Stock subject to a stock option that is canceled upon the exercise of a tandem
stock appreciation right, (ii) any shares of Common Stock subject to an Award or a Prior Award that
is surrendered in payment of the exercise price of a stock option or in payment of taxes associated
with an Award or a Prior Award, or (iii) any shares of Common Stock subject to a stock appreciation
right that are not issued in connection with the stock settlement of the stock appreciation right
upon the exercise thereof become available for grant under the Plan pursuant to this paragraph. Any
shares of Common Stock that become available for grant pursuant to this paragraph shall be added
back as (i) one (1) share of Common Stock if such shares were subject to Stock Options or Stock
Appreciation Rights granted under the Plan or were subject to stock options or stock appreciation
rights granted under a Prior Plan, and (ii) as 1.61 shares of Common Stock if such shares were
subject to Awards other than Stock Options or Stock Appreciation Rights granted under the Plan or
were subject to Prior Awards other than stock options or stock appreciation rights granted under a
Prior Plan.



     Any Substitute Awards granted by the Company will not reduce the number of shares of Common
Stock available for Awards under the Plan and will not count against the limits specified in
Section 4(a) above.



     Units that represent deferred compensation, and shares of Common Stock issued in payment of
deferred compensation, will not reduce the number of shares of Common Stock that may be subject to
Awards or that are available for the grant of Awards under the Plan, except to the extent of
matching or other related grants by the Company or any discount in the price used to convert the
deferred compensation into Units or shares of Common Stock.



     (c) ADJUSTMENTS UPON CHANGES IN CAPITAL STRUCTURE. In the event of a merger, consolidation,
acquisition of property or shares, stock rights offering, liquidation, disaffiliation, or similar
event affecting the Company or any of its Subsidiaries (each, a “Corporate Transaction”), the
Committee or the Board of Directors may in its discretion make such substitutions or adjustments as
it deems appropriate and equitable to prevent dilution or enlargement of the rights of Participants
to (A) the aggregate number and kind of shares of Common Stock reserved for issuance and delivery
under the Plan, (B) the various maximum share limitations applicable to certain types of Awards and
upon the grants to individuals of certain types of Awards, (C) the number and kind of shares of
Common Stock subject to outstanding Awards; and (D) the exercise price of outstanding Stock Options
and Stock Appreciation Rights. In the event of a stock dividend, stock split, reverse stock split,
separation, spinoff, reorganization, extraordinary dividend of cash or other property, share
combination, recapitalization or similar event affecting the capital structure of the Company
(each, a “Share Change”), the Committee or the Board of Directors shall make such equitable
substitutions or adjustments to prevent dilution or enlargement of the rights of Participants to
(A) the aggregate number and kind of shares of Common Stock reserved for issuance and delivery
under the Plan, (B) the various maximum share limitations applicable to certain types of Awards and
upon the grants to individuals of certain types of Awards, (C) the number and kind of shares of
Common Stock subject to outstanding Awards; and (D) the exercise price of outstanding Stock Options
and Stock Appreciation Rights. In the case of Corporate Transactions, such adjustments may include,
without limitation, the cancellation of outstanding Awards in exchange for payments of cash,
property or a combination thereof having an aggregate value equal to the value of such



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Awards, as determined by the Committee or the Board of Directors in its sole discretion. In no
event shall any adjustment be required under this Section 4(c) if the Committee determines that
such action could cause an Award to fail to satisfy the conditions of an applicable exception from
the requirements of Section 409A of the Code or otherwise could subject a Participant to the
additional tax imposed under Section 409A in respect of an outstanding Award. Moreover, any
adjustment to the number of shares of Common Stock specified in Section 6(b)(i) will be made only
if and to the extent that such adjustment would not cause any Stock Option intended to qualify as
an Incentive Stock Option to fail so to qualify.



     (d) AWARDS TO DIRECTORS. On the first business day of each calendar quarter, commencing
October 1, 2008, the Company shall make Restricted Stock Grants, of the types and with the terms
and conditions as are permitted by the Plan and determined by the Committee, with a value of
$23,750 to each Director who is then a member of the Board of Directors.



5. ADMINISTRATION.




     (a) THE COMMITTEE. The Plan shall be administered by the Committee to be appointed from time
to time by the Board of Directors and comprised of not less than three of the then members of the
Board of Directors who qualify as “non-employee directors” within the meaning of Rule 16b-3
promulgated under the Exchange Act, as “outside directors” within the meaning of Section 162(m) of
the Code, and as “independent directors” for purposes of the rules and regulations of the New York
Stock Exchange. Members of the Committee shall serve at the pleasure of the Board of Directors. The
Board of Directors may from time to time remove members from, or add members to, the Committee. A
majority of the members of the Committee shall constitute a quorum for the transaction of business
and the acts of a majority of the members present at any meeting at which a quorum is present shall
be the acts of the Committee. Any one or more members of the Committee may participate in a meeting
by conference telephone or similar means where all persons participating in the meeting can hear
and speak to each other, which participation shall constitute presence in person at such meeting.
Action approved in writing by a majority of the members of the Committee then serving shall be
fully as effective as if the action had been taken by a vote at a meeting duly called and held. The
Company shall make grants and effect Awards under the Plan in accordance with the terms and
conditions specified by the Committee, which terms and conditions shall be set forth in grant
agreements and/or other instruments in such forms as the Committee shall approve.



     (b) COMMITTEE POWERS. The Committee shall have full power and authority to operate and
administer the Plan in accordance with its terms. The powers of the Committee include, but are not
limited to, the power to: (i) select Participants from among the Employees and Directors; (ii)
establish the types of, and the terms and conditions of, all grants and Awards made under the Plan,
subject to any applicable limitations set forth in, and consistent with the express terms of, the
Plan; (iii) make grants of and pay or otherwise effect Awards subject to, and consistent with, the
express provisions of the Plan; (iv) establish Performance Goals, Performance Measures and
Performance Periods, subject to, and consistent with, the express provisions of the Plan; (v)
reduce the amount of any grant or Award; (vi) prescribe the form or forms of grant agreements and
other instruments evidencing grants and Awards under the Plan; (vii) pay and to defer payment of
Awards on such terms and conditions, not inconsistent with the express terms of the Plan, as the
Committee shall determine; (viii) direct the Company to make conversions, accruals and payments
pursuant to the Plan; (ix) construe and interpret the Plan and make any determination of fact
incident to the operation of the Plan; (x) promulgate, amend and rescind rules and regulations
relating to the implementation, operation and administration of the Plan; (xi) adopt such
modifications, procedures and subplans as may be necessary or appropriate to comply with the laws
of other countries with respect to Participants or prospective Participants employed in such other
countries; (xii) delegate to other persons the responsibility for performing administrative or
ministerial acts in furtherance of the Plan; (xiii) delegate to one or more officers (as that term
is defined in Rule 16a-1(f) under the Exchange Act) of the Company the ability to make Awards under
the Plan, provided that no such Awards may be made to officers or Directors; (xiv) engage the
services of persons and firms, including banks, consultants and insurance companies, in furtherance
of the Plan’s activities; and (xv) make all other determinations and take all other actions as the
Committee may deem necessary or advisable for the administration and operation of the Plan.



     (c) COMMITTEE’S DECISIONS FINAL. Any determination, decision or action of the Committee in
connection with the construction, interpretation, administration or application of the Plan, and of
any grant



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agreement, shall be final, conclusive and binding upon all Participants, and all persons
claiming through Participants, affected thereby.



     (d) ADMINISTRATIVE ACCOUNTS. For the purpose of accounting for Awards deferred as to payment,
the Company shall establish bookkeeping accounts expressed in Units bearing the name of each
Participant receiving such Awards. Each account shall be unfunded, unless otherwise determined by
the Committee in accordance with Section 15(d) of the Plan.



     (e) CERTIFICATIONS. In respect of each grant under the Plan of a Qualified Performance-Based
Award, the provisions of the Plan and the related grant agreement shall be construed to confirm
such intent, and to conform to the requirements of Section 162(m) of the Code, and the Committee
shall certify in writing (which writing may include approved minutes of a meeting of the Committee)
that the applicable Performance Goal(s), determined using the Performance Measure specified in the
related grant agreement, was attained during the relevant Performance Period at a level that
equaled or exceeded the level required for the payment of such Award in the amount proposed to be
paid and that such Award does not exceed any applicable Plan limitation.



6. STOCK OPTIONS.




     (a) IN GENERAL. Options to purchase shares of Common Stock may be granted under the Plan and
may be Incentive Stock Options or Non-Qualified Stock Options. All Stock Options shall be subject
to the terms and conditions of this Section 6 and shall contain such additional terms and
conditions, not inconsistent with the express provisions of the Plan, as the Committee shall
determine. Stock Options may be granted in addition to, or in tandem with or independent of, Stock
Appreciation Rights or other grants and Awards under the Plan.



     (b) ELIGIBILITY AND LIMITATIONS. Any Employee or Director may be granted Stock Options. The
Committee shall determine, in its discretion, the Employees and Directors to whom Stock Options
will be granted, the timing of such grants, and the number of shares of Common Stock subject to
each Stock Option granted; provided, that (i) the maximum aggregate number of shares of Common
Stock which may be issued and delivered upon the exercise of Incentive Stock Options shall be eight
million (8,000,000), (ii) the maximum number of shares of Common Stock in respect of which Stock
Options may be granted to any single Participant during any calendar year shall be 500,000, (iii)
Incentive Stock Options may only be granted to Employees, and (iv) in respect of Incentive Stock
Options, the aggregate Fair Market Value (determined as of the date the Incentive Stock Option is
granted) of the shares of Common Stock with respect to which an Incentive Stock Option becomes
exercisable for the first time by an Employee during any calendar year shall not exceed $100,000,
or such other limit as may be required by the Code, except that, if authorized by the Committee and
provided for in the related grant agreement, any portion of any Incentive Stock Option that cannot
be exercised as such because of this limitation will be converted into and exercised as a
Non-Qualified Stock Option. In no event, without the approval of the Company’s shareholders, shall
any Stock Option (i) be granted to a Participant in exchange for the Participant’s agreement to the
cancellation of one or more Stock Options then held by such Participant if the exercise price of
the new grant is lower than the exercise price of the grant to be cancelled, (ii) be amended to
reduce the exercise price, or (iii) be cancelled in exchange for another Award or a cash payment.
The immediately preceding sentence is intended to prohibit the repricing of “underwater” Stock
Options without shareholder approval and will not be construed to prohibit the adjustments provided
for in Section 4(c) of the Plan.



     (c) OPTION EXERCISE PRICE. The per share exercise price of each Stock Option granted under
the Plan shall be determined by the Committee prior to or at the time of grant, but in no event
shall the per share exercise price of any Stock Option be less than 100% of the Fair Market Value
of the Common Stock on the Date of Grant of such Stock Option, except for Substitute Awards
provided for in Section 15(b) of the Plan.



     (d) OPTION TERM. The term of each Stock Option shall be fixed by the Committee; except that
in no event shall the term of any Stock Option exceed ten years from the Date of Grant.



     (e) EXERCISABILITY. A Stock Option shall be exercisable at such time or times and subject to
such terms and conditions as shall be determined by the Committee at the Date of Grant; provided,
however, that no Stock Option shall be exercisable during the first six months after the Date of
Grant. No Stock Option may be exercised unless the holder thereof is at the time of such exercise
an Employee or Director and has been continuously an Employee or



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Director since the Date of Grant, except that the Committee may permit the exercise of any
Stock Option for any period following the Participant’s termination of employment not in excess of
the original term of the Stock Option on such terms and conditions as it shall deem appropriate and
specify in the related grant agreement.



     (f) METHOD OF EXERCISE. A Stock Option may be exercised, in whole or in part, by giving
written notice of exercise to the Company specifying the number of shares of Common Stock to be
purchased. Such notice shall be accompanied by payment in full of the exercise price in cash or, if
permitted by the terms of the related grant agreement or otherwise approved in advance by the
Committee, in shares of Common Stock to be delivered upon exercise or already owned by the
Participant, valued at the Fair Market Value of the Common Stock on the date of exercise.



7. STOCK APPRECIATION RIGHTS.




     (a) IN GENERAL. Stock Appreciation Rights in respect of shares of Common Stock may be granted
under the Plan alone, in tandem with, in addition to or independent of a Stock Option or other
grant or Award under the Plan. A Stock Appreciation Right entitles a Participant to receive an
amount equal to the excess of the Fair Market Value of a share of Common Stock on the date of
exercise over the Fair Market Value of a share of Common Stock on the Date of Grant of the Stock
Appreciation Right, or such other higher price as may be set by the Committee, multiplied by the
number of shares of Common Stock with respect to which the Stock Appreciation Right shall have been
exercised.



     (b) ELIGIBILITY AND LIMITATIONS. Any Employee or Director may be granted Stock Appreciation
Rights. The Committee shall determine, in its discretion, the Employees and Directors to whom Stock
Appreciation Rights will be granted, the timing of such grants and the number of shares of Common
Stock in respect of which each Stock Appreciation Right is granted; provided that the maximum
number of shares of Common Stock in respect of which Stock Appreciation Rights may be granted to
any single Participant during any calendar year shall be 500,000. In no event, without the approval
of the Company’s shareholders, shall any Stock Appreciation Right (i) be granted to a Participant
in exchange for the Participant’s agreement to the cancellation of one or more Stock Appreciation
Rights then held by such Participant if the exercise price of the new grant is lower than the
exercise price of the grant to be cancelled, (ii) be amended to reduce the exercise price, or (iii)
be cancelled in exchange for another Award or a cash payment. The immediately preceding sentence is
intended to prohibit the repricing of “underwater” Stock Appreciation Rights without shareholder
approval and will not be construed to prohibit the adjustments provided for in Section 4(c) of the
Plan.



     (c) EXERCISABILITY; EXERCISE; FORM OF PAYMENT. A Stock Appreciation Right may be exercised by
a Participant at such time or times and in such manner as shall be authorized by the Committee and
set forth in the related grant agreement, except that in no event shall a Stock Appreciation Right
be exercisable within the first six months after the Date of Grant or shall the term of any Stock
Appreciation Right exceed ten years from the Date of Grant. The Committee may provide that a Stock
Appreciation Right shall be automatically exercised on one or more specified dates. No Stock
Appreciation Right may be exercised unless the holder thereof is at the time of exercise an
Employee or Director and has been continuously an Employee or Director since the Date of Grant,
except that the Committee may permit the exercise of any Stock Appreciation Right for any period
following the Participant’s termination of employment not in excess of the original term of the
Stock Appreciation Right on such terms and conditions as it shall deem appropriate and specify in
the related grant agreement. A Stock Appreciation Right may be exercised, in whole or in part, by
giving the Company a written notice specifying the number of shares of Common Stock in respect of
which the Stock Appreciation Right is to be exercised. Stock Appreciation Rights may be paid upon
exercise in cash, in shares of Common Stock, or in any combination of cash and shares of Common
Stock as determined by the Committee. With respect to any Stock Appreciation Rights granted in
tandem with a Stock Option, the tandem Stock Appreciation Rights may be exercised only at a time
when the related Stock Option is also exercisable and at a time when the “spread” is positive, and
by surrender of the related Stock Option for cancellation.



8. RESTRICTED STOCK GRANTS.




     (a) IN GENERAL. A Restricted Stock Grant is the issue of shares of Common Stock or Units in
the name of an Employee or Director, which issuance is subject to such terms and conditions as the
Committee shall deem



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appropriate, including, without limitation, restrictions on the sale, assignment, transfer or
other disposition of such shares or Units and the requirement that the Employee or Director forfeit
such shares or Units back to the Company (i) upon termination of employment for specified reasons
within a specified period of time, (ii) if any specified Performance Goals are not achieved during
a specified Performance Period, or (iii) if such other conditions as the Committee may specify are
not satisfied.



     (b) ELIGIBILITY AND LIMITATIONS. Any Employee or Director may receive a Restricted Stock
Grant. The Committee, in its sole discretion, shall determine whether a Restricted Stock Grant
shall be made, the Employee or Director to receive the Restricted Stock Grant, whether the
Restricted Stock Grant will consist of Restricted Stock or Restricted Stock Units, or both, and the
conditions and restrictions imposed on the Restricted Stock Grant. The maximum aggregate number of
shares of Common Stock which may be issued to any single Participant as Restricted Stock or
Restricted Stock Units that are subject to the attainment of Performance Goals during any calendar
year shall not exceed 100,000.



     (c) RESTRICTION PERIOD. Restricted Stock Grants shall provide that in order for a Participant
to receive shares of Common Stock or Units free of restrictions, the Participant must remain an
Employee or Director of the Company or its Subsidiaries for a period of time specified by the
Committee (the “Restriction Period”). The Committee may also establish one or more Performance
Goals that are required to be achieved during one or more Performance Periods within the
Restriction Period as a condition to the lapse of the restrictions. Except for Substitute Awards,
upon a Change in Control, and in certain limited situations (including the death, disability or
retirement of the Participant), Restricted Stock Grants subject solely to the continued service of
the Participant shall have a Restriction Period of not less than three (3) years from the Date of
Grant. The Committee, in its sole discretion, may provide for the pro rata lapse of restrictions in
installments during the Restriction Period. Restricted Stock Grants subject to the achievement of
one or more Performance Goals shall have a minimum Restriction Period of one year.



     (d) RESTRICTIONS. The following restrictions and conditions shall apply to each Restricted
Stock Grant during the Restriction Period: (i) the Participant may not sell, assign, transfer,
pledge, hypothecate, encumber or otherwise dispose of or realize on the shares of Common Stock or
Units subject to the Restricted Stock Grant; and (ii) the shares of the Common Stock issued as
Restricted Stock or the Restricted Stock Units shall be forfeited to the Company if the Participant
for any reason ceases to be an Employee or Director prior to the end of the Restriction Period,
except due to circumstances specified in the related grant agreement or otherwise approved by the
Committee. Unless otherwise directed by the Committee, (i) all certificates representing shares of
Restricted Stock will be held in custody by the Company until all restrictions thereon have lapsed,
together with a stock power or powers executed by the Participant in whose name such certificates
are registered, endorsed in blank and covering such shares of Common Stock, or (ii) all
uncertificated shares of Restricted Stock will be held at the Company’s transfer agent in book
entry form with appropriate restrictions relating to the transfer of such shares of Restricted
Stock. The Committee may, in its sole discretion, include such other restrictions and conditions as
it may deem appropriate.



     (e) PAYMENT. Upon expiration of the Restriction Period and if all conditions have been
satisfied and any applicable Performance Goals attained, the shares of the Restricted Stock will be
made available to the Participant or the Restricted Stock Units will be vested in the account of
the Participant, free of all restrictions; provided, that the Committee may, in its discretion,
require (i) the further deferral of any Restricted Stock Grant beyond the initially specified
Restriction Period, (ii) that the Restricted Stock or Restricted Stock Units be retained by the
Company, and (iii) that the Participant receive a cash payment in lieu of unrestricted shares of
Common Stock or Units.



     (f) RIGHTS AS A SHAREHOLDER. A Participant shall have, with respect to shares of Restricted
Stock, all of the rights of a shareholder of the Company, including the right to vote the shares
and, unless otherwise determined by the Committee, receive any cash dividends paid thereon. A
Participant shall not have, with respect to Restricted Stock Units, any voting or other rights of a
shareholder of the Company, but unless otherwise determined by the Committee shall have the right
to receive Dividend Equivalents. Stock dividends distributed with respect to shares of Restricted
Stock or Restricted Stock Units shall be treated as additional shares or Units, as the case may be,
under the Restricted Stock Grant and shall be subject to the restrictions and other terms and
conditions set forth therein.



8









 





9. PERFORMANCE GRANTS AND AWARDS.




     (a) ELIGIBILITY AND TERMS. The Committee may grant to Employees the prospective contingent
right, expressed in Units, to receive payments of shares of Common Stock, cash or any combination
thereof, with each Unit equivalent in value to one share of Common Stock, or equivalent to such
other value or monetary amount as may be designated or established by the Committee (“Performance
Grants”), based upon Company performance over a specified Performance Period. The Committee shall,
in its sole discretion, determine the Employees eligible to receive Performance Grants. At the time
each Performance Grant is made, the Committee shall establish the Performance Period, the
Performance Measures and the Performance Goals in respect of such Performance Grant. The number of
shares of Common Stock and/or the amount of cash earned and payable in settlement of a Performance
Grant shall be determined at the end of the Performance Period (a “Performance Award”).



     (b) LIMITATIONS ON GRANTS AND AWARDS. With respect to share-based Performance Grants, the
maximum number of shares which may be the subject of Performance Grants made to any single
Participant during any calendar year shall be 200,000. With respect to cash-based Performance
Grants, the maximum amount any single Participant may receive during any calendar year as
Performance Awards pursuant to Performance Grants shall not exceed $15 million ($15,000,000),
determined using the maximum amount of cash that may be earned and payable as of the last day of
the applicable Performance Period or Periods or as of the date or dates of payment thereof,
whichever is higher.



     (c) PERFORMANCE GOALS, PERFORMANCE MEASURES AND PERFORMANCE PERIODS. Each Performance Grant
shall provide that, in order for a Participant to receive an Award of all or a portion of the Units
subject to such Performance Grant, the Company must achieve certain Performance Goals over a
designated Performance Period having a minimum duration of one year, with attainment of one or more
Performance Goals determined using one or more specific Performance Measures. The Performance Goals
and Performance Period shall be established by the Committee in its sole discretion. The Committee
shall establish one or more Performance Measures for each Performance Period for determining the
portion of the Performance Grant which will be earned or forfeited based on the extent to which the
Performance Goals are achieved or exceeded. The term Performance Measures includes one or more of
the criteria established pursuant to the Plan for Participants who have received Performance Grants
or, when so determined by the Committee, Restricted Stock, Restricted Stock Units, or other
Stock-Based Grants. The Performance Measures applicable to any Qualified Performance-Based Award
will be based on specified levels of or growth in one or more of the following criteria: (i)
cumulative net income per share; (ii) cumulative net income; (iii) return on sales; (iv) total
shareholder return; (v) return on assets; (vi) economic value added; (vii) cash flow; (viii) return
on equity; (ix) cumulative operating income (which shall equal consolidated sales minus cost of
goods sold and selling, administrative and general expense); (x) operating income; and (xi) return
on invested capital. The Performance Measures may be calculated before or after taxes, interest,
depreciation, amortization, discontinued operations, effect of accounting changes, acquisition
expenses, restructuring expenses, extraordinary items, non-operating items or unusual charges, as
determined by the Committee at the time the Performance Measures are established. Performance Goals
may be established on a corporate-wide basis, with respect to one or more business units,
divisions, subsidiaries or business segments and in either absolute terms or relative to the
performance of one or more comparable companies or an index covering multiple companies.
Performance Goals may include minimum, maximum and target levels of performance, with the size of
Performance Award based on the level attained. Once established by the Committee and specified in
the grant agreement, and if and to the extent provided in or required by the grant agreement, the
Performance Goals and the Performance Measure in respect of any Qualified Performance-Based Award
(including any Performance Grant, Restricted Stock Grant or Stock-Based Grant that requires the
attainment of Performance Goals as a condition to the Award) shall not be changed. The Committee
may, in its discretion, eliminate or reduce (but not increase) the amount of any Qualified
Performance-Based Award that otherwise would be payable to a Participant upon attainment of the
Performance Goals.



     (d) FORM OF GRANTS. Performance Grants may be made on such terms and conditions not
inconsistent with the Plan, and in such form or forms, as the Committee may from time to time
approve. Performance Grants may be made alone, in addition to, in tandem with, or independent of
other grants and Awards under the Plan. Subject to the terms of the Plan, the Committee shall, in
its discretion, determine the number of Units subject to each Performance Grant made to a
Participant and the Committee may impose different terms and conditions on any particular



9









 







Performance Grant made to any Participant. The Performance Goals, the Performance Period or
Periods, and the Performance Measures applicable to a Performance Grant shall be set forth in the
relevant grant agreement.



     (e) PAYMENT OF AWARDS. Each Participant shall be entitled to receive payment in an amount
equal to the aggregate Fair Market Value (if the Unit is equivalent to a share of Common Stock), or
such other value as the Committee shall specify, of the Units earned in respect of such Performance
Award. Payment in settlement of a Performance Award may be made in shares of Common Stock, in cash,
or in any combination of Common Stock and cash, and at such time or times, as the Committee, in its
discretion, shall determine.



10. OTHER STOCK-BASED GRANTS AND AWARDS.




     (a) IN GENERAL. The Committee may make other grants and Awards pursuant to which Common Stock
is, or in the future may be, acquired by Participants, and other grants and Awards to Participants
denominated in Common Stock Equivalents or other Units (“Stock-Based Grants”). Such Stock-Based
Grants may be made alone, in addition to, in tandem with, or independent of other grants and Awards
under the Plan.



     (b) ELIGIBILITY AND TERMS. The Committee may make Stock-Based Grants to Employees or
Directors. Subject to the provisions of the Plan, the Committee shall have authority to determine
the Employees and Directors to whom, and the time or times at which, Stock-Based Grants will be
made, the number of shares of Common Stock, if any, to be subject to or covered by each Stock-Based
Grant, and any and all other terms and conditions of each Stock-Based Grant.



     (c) LIMITATIONS. No single Participant shall receive more than 50,000 shares of Common Stock
in settlement of Stock-Based Awards that are subject to the attainment of Performance Goals during
any calendar year.



     (d) FORM OF GRANTS; PAYMENT OF AWARDS. Stock-Based Grants may be made in such form or forms
and on such terms and conditions, including the attainment of specific Performance Goals, as the
Committee, in its discretion, shall approve. Payment of Stock-Based Awards may be made in cash, in
shares of Common Stock, or in any combination of cash and shares of Common Stock, and at such time
or times, as the Committee, in its discretion, shall determine.



11. DEFERRALS.




     To the extent permitted by Section 409A of the Code, the Committee may, whether at the time of
grant or at anytime thereafter prior to payment or settlement, require a Participant to defer, or
permit (subject to such conditions as the Committee may from time to time establish) a Participant
to elect to defer, receipt of all or any portion of any payment of cash or shares of Common Stock
that would otherwise be due to such Participant in payment or settlement of any Award under the
Plan. If any such deferral is required by the Committee (or is elected by the Participant with the
permission of the Committee), the Committee shall establish rules and procedures for such payment
deferrals. The Committee may provide for the payment or crediting of interest, at such rate or
rates as it shall in its discretion deem appropriate, on such deferred amounts credited in cash and
the payment or crediting of Dividend Equivalents in respect of deferred amounts credited in Common
Stock Equivalents or Restricted Stock Units. Deferred amounts may be paid in a lump sum or in
installments in the manner and to the extent permitted, and in accordance with rules and procedures
established, by the Committee. This Section 11 shall not apply to any grant of Stock Options or
Stock Appreciation Rights that are intended to be exempt from Section 409A of the Code.



12. NON-TRANSFERABILITY OF GRANTS AND AWARDS.




     No grant or Award under the Plan, and no right or interest therein, shall be (i) assignable,
alienable or transferable by a Participant, except by will or the laws of descent and distribution,
or (ii) subject to any obligation, or the lien or claims of any creditor, of any Participant, or
(iii) subject to any lien, encumbrance or claim of any party made in respect of or through any
Participant, however arising. During the lifetime of a Participant, Stock Options and Stock
Appreciation Rights are exercisable only by, and shares of Common Stock issued upon the exercise of
Stock Options and Stock Appreciation Rights or in settlement of other Awards will be issued only
to, and other payments in settlement of any Award will be payable only to, the Participant or his
or her legal representative. The Committee



10









 







may, in its sole discretion, authorize written designations of beneficiaries and authorize
Participants to designate beneficiaries with the authority to exercise Stock Options and Stock
Appreciation Rights granted to a Participant in the event of his or her death. Notwithstanding the
foregoing, the Committee may, in its sole discretion and on and subject to such terms and
conditions as it shall deem appropriate, which terms and conditions shall be set forth in the
related grant agreement: (i) authorize a Participant to transfer all or a portion of any
grant or Award made to such
Participant; provided, that in no event shall any transfer be made to any person or persons other
than such Participant’s spouse, children or grandchildren, or a
trust or partnership (or other legal entity which the Committee may
approve) for the
exclusive benefit of one or more such persons, which transfer must be made as a gift and without
any consideration; and (ii) provide for the transferability of a particular grant or Award pursuant
to a qualified domestic relations order. All other transfers and any retransfer by any permitted
transferee are prohibited and any such purported transfer shall be null and void. Each
grant or Award which becomes the subject of a permitted
transfer (and the Participant to whom it was granted by the Company) shall continue to be subject
to the same terms and conditions as were in effect immediately prior to such permitted transfer.
The Participant shall remain responsible to the Company for the payment of all withholding taxes
incurred as a result of any exercise of such grant or Award. In no event
shall any permitted transfer of a grant or Award
create any right in any party in respect of any
grant or Award, other than the rights of the qualified transferee in respect of such grant or Award specified in the related grant agreement.



13. CHANGE IN CONTROL.




     (a) EFFECT ON GRANTS. In the event of a Severance (as defined below) of a Participant, and
notwithstanding any other provision of the Plan or a grant agreement to the contrary (unless the
grant agreement provides otherwise with specific reference to this Section): (i) all Stock Options
and Stock Appreciation Rights then outstanding shall become fully exercisable as of the date of the
Severance, whether or not then exercisable; (ii) all restrictions and conditions in respect of all
Restricted Stock Grants then outstanding shall be deemed satisfied as of the date of the Severance;
and (iii) all Performance Grants and Stock-Based Grants shall be deemed to have been fully earned,
at the target amount of the award opportunity specified in the grant agreement, as of the date of
the Severance.



     (b) DEFINITIONS. As used in the Plan, the following terms shall have the following meanings
(unless otherwise prescribed by the Committee in a grant agreement):




	 	(1)	 	“Affiliate” shall have the meaning set forth in Rule 12b-2 under Section 12 of the
Exchange Act.
	 
	 	(2)	 	“Beneficial Owner” shall have the meaning set forth in Rule 13d-3 under the Exchange
Act.
	 
	 	(3)	 	“Cause” means (1) the continued failure by the Participant to substantially perform
the Participant’s duties with the Company or a Subsidiary (other than any such failure
resulting from the Participant’s incapacity due to physical or mental illness), (2) the
engaging by the Participant in conduct which is demonstrably injurious to the Company,
monetarily or otherwise, (3) the Participant committing any felony or any crime involving
fraud, breach of trust or misappropriation or (4) any breach or violation of any agreement
relating to the Participant’s employment with the Company or a Subsidiary where the
Company or a Subsidiary, in its discretion, determines that such breach or violation
materially and adversely affects the Company.
	 
	 	(4)	 	A “Change in Control” shall be deemed to have occurred if the event set forth in any
one of the following paragraphs shall have occurred:






	 	(i)	 	any Person is or becomes the Beneficial Owner, directly or indirectly, of
securities of the Company (not including in the securities beneficially owned by
such Person any securities acquired directly from the Company other than securities
acquired by virtue of the exercise of a conversion or similar privilege or right
unless the security being so converted or pursuant to which such right was exercised
was itself acquired directly from the Company) representing 20% or more of (A) the
then outstanding shares of Common Stock of the Company or (B) the combined




11









 






	 	 	 	voting power of the Company’s then outstanding voting securities entitled to vote
generally in the election of directors; or
	 
	 	(ii)	 	the following individuals cease for any reason to constitute a majority
of the number of directors then serving on the Board of Directors (the “Incumbent
Board”): individuals who, on the Effective Date, constitute the Board of Directors
and any new director (other than a director whose initial assumption of office is in
connection with an actual or threatened election contest, including, without
limitation, a consent solicitation, relating to the election of directors of the
Company) whose appointment or election by the Board of Directors or nomination for
election by the Company’s stockholders was approved or recommended by a vote of at
least two-thirds of the directors then still in office who either were directors on
the Effective Date or whose appointment, election or nomination for election was
previously so approved or recommended; or
	 
	 	(iii)	 	there is consummated a merger or consolidation of the Company or any
direct or indirect Subsidiary of the Company with any other corporation, other than
a merger or consolidation pursuant to which (A) the voting securities of the Company
outstanding immediately prior to such merger or consolidation will continue to
represent (either by remaining outstanding or by being converted into voting
securities of the surviving entity or any parent thereof) more than 50% of the
outstanding shares of common stock, and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of
directors, as the case may be, of the Company or such surviving entity or any parent
thereof outstanding immediately after such merger or consolidation, (B) no Person
will become the Beneficial Owner, directly or indirectly, of securities of the
Company or such surviving entity or any parent thereof representing 20% or more of
the outstanding shares of common stock or the combined voting power of the
outstanding voting securities entitled to vote generally in the election of
directors (except to the extent that such ownership existed prior to such merger or
consolidation) and (C) individuals who were members of the Incumbent Board will
constitute at least a majority of the members of the board of directors of the
corporation (or any parent thereof) resulting from such merger or consolidation; or
	 
	 	(iv)	 	the stockholders of the Company approve a plan of complete liquidation or
dissolution of the Company or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets,
other than a sale or disposition by the Company of all or substantially all of the
Company’s assets to an entity, (A) more than 50% of the outstanding shares of common
stock, and the combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors, as the case may be, of
which (or of any parent of such entity) is owned by stockholders of the Company in
substantially the same proportions as their ownership of the Company immediately
prior to such sale, (B) in which (or in any parent of such entity) no Person is or
becomes the Beneficial Owner, directly or indirectly, of securities of the Company
representing 20% or more of the outstanding shares of common stock resulting from
such sale or disposition or the combined voting power of the outstanding voting
securities entitled to vote generally in the election of directors (except to the
extent that such ownership existed prior to such sale or disposition) and (C) in
which (or in any parent of such entity) individuals who were members of the
Incumbent Board will constitute at least a majority of the members of the board of
directors.






	 	(5)	 	“Effective Date” means the date set forth in Section 3(a) hereof.
	 
	 	(6)	 	“Good Reason” means the occurrence without the affected Participant’s written
consent, of any of the following:






	 	(i)	 	the assignment to the Participant of duties that are materially
inconsistent with the Participant’s position (including, without limitation, offices
or titles), authority, duties or responsibilities immediately prior to a Change in
Control (other than pursuant to a transfer or promotion to a position of equal or
enhanced responsibility or authority) or any other action by the Company or a
Subsidiary which results in a diminution in such position, authority, duties or
responsibilities, excluding for this purpose an isolated, insubstantial and
inadvertent action not taken in bad faith




12









 






	 	 	 	and which is remedied by the Company or a Subsidiary promptly after receipt of
notice thereof given by the Participant, provided, however, that any such assignment
or diminution that is primarily a result of the Company or a Subsidiary no longer
being a publicly traded entity or becoming a subsidiary or division of another
entity shall not be deemed “Good Reason” for purposes of the Plan, except that a
Participant shall have Good Reason if the Company is no longer a publicly traded
entity and, immediately before the Change in Control that caused the Company no
longer to be a publicly traded entity, substantially all of the Participant’s duties
and responsibilities related to public investors or government agencies that
regulate publicly traded entities;
	 
	 	(ii)	 	change in the location of such Participant’s principal place of business
by more than 50 miles when compared to the Participant’s principal place of business
immediately before a Change in Control;
	 
	 	(iii)	 	a material reduction in the Participant’s annual base salary or annual
incentive opportunity from that in effect immediately before a Change in Control;
	 
	 	(iv)	 	a material increase in the amount of business travel required of the
Participant when compared to the amount of business travel required immediately
before a Change in Control; and
	 
	 	(v)	 	the failure by any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company, to expressly assume and agree to perform this Plan in
the same manner and to the same extent that the Company would be required to perform
it if no succession had taken place, or to otherwise convert or replace the Awards
under the Plan.






	 	(7)	 	“Person” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as
modified and used in Sections 13(D) and 14(D) thereof, except that such term shall not
include (1) the Company or any of its Affiliates, (2) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or any of its Subsidiaries, (3)
an underwriter temporarily holding securities pursuant to an offering of such securities
or (4) a corporation owned, directly or indirectly, by the stockholders of the Company in
substantially the same proportions as their ownership of stock of the Company.
	 
	 	(8)	 	“Severance” means from the date of a Change in Control until the second anniversary
of the Change in Control, the termination of a Participant’s employment with the Company
or a Subsidiary (A) by the Company or a Subsidiary, other than for Cause or pursuant to
mandatory retirement policies of the Company or a Subsidiary that existed prior to the
Change in Control or (B) by the Participant for Good Reason.






A Participant will not be considered to have incurred a Severance if his or her employment is
discontinued by reason of the Participant’s death or a physical or mental condition causing
such Participant’s inability to substantially perform his or her duties with the Company or a
Subsidiary, including, without limitation, such condition entitling him or her to benefits
under any sick pay or disability income policy or program of the Company or a Subsidiary.




A Participant who seeks to terminate employment for Good Reason must, within ninety days of the
occurrence of the Good Reason, provide the Company or a Subsidiary with thirty days advanced
written notice of his or her intention to terminate employment for Good Reason and shall only
be entitled to terminate employment for Good Reason if the Company or a Subsidiary fails to
cure the alleged Good Reason to the reasonable satisfaction of the Participant during such
thirty-day period. The Participant must terminate employment no later than one hundred twenty
days after the event or condition constituting Good Reason initially occurs or exists.



13









 





14. AMENDMENT AND TERMINATION.




     The Board of Directors may terminate the Plan at any time, except with respect to grants then
outstanding. The Board of Directors may amend the Plan at any time and from time to time in such
respects as the Board of Directors may deem necessary or appropriate without approval of the
shareholders, unless such approval is necessary in order to comply with applicable laws, including
the Exchange Act and the Code, or the rules and regulations of any securities exchange on which the
Common Stock is listed. In no event may the Board of Directors amend the Plan without the approval
of the shareholders to (i) increase the maximum number of shares of Common Stock which may be
issued pursuant to the Plan, (ii) increase any limitation set forth in the Plan on the number of
shares of Common Stock which may be issued, or the aggregate value of Awards which may be made, in
respect of any type of grant to any single Participant during any specified period, (iii) reduce
the minimum exercise price for Stock Options and Stock Appreciation Rights, (iv) change the
restrictions on the repricing of Stock Options or Stock Appreciation Rights contained in the
penultimate sentence of Sections 6(b) or 7(b) of the Plan, or (v) change the Performance Measure
criteria applicable to any Qualified Performance-Based Award identified in Section 9(c) of the
Plan.



     Subject to Sections 6(b) and 7(b) hereof, the Committee may amend the terms of any Award
granted under the Plan prospectively or retroactively, except in the case of a Qualified
Performance-Based Award where such action would result in the loss of the otherwise available
exemption of such Award under Section 162(m) of the Code. Subject to Section 4(c) above, no
amendment shall materially impair the rights of any Participant without his or her consent.



15. MISCELLANEOUS.




     (a) WITHHOLDING TAXES. All Awards under the Plan will be made subject to any applicable
withholding for taxes of any kind. The Company shall have the right to deduct from any amount
payable under the Plan, including delivery of shares of Common Stock to be made under the Plan, all
federal, state, city, local or foreign taxes of any kind required by law to be withheld with
respect to such payment and to take such other actions as may be necessary in the opinion of the
Company to satisfy all obligations for the payment of such taxes. If shares of Common Stock are
used to satisfy withholding taxes, such shares shall be valued based on the Fair Market Value
thereof on the date when the withholding for taxes is required to be made and shall be withheld
only up to the minimum required tax withholding rates or such other rate that will not trigger a
negative accounting impact on the Company. The Company shall have the right to require a
Participant to pay cash to satisfy withholding taxes as a condition to the payment of any amount
(whether in cash or shares of Common Stock) under the Plan.



     (b) SUBSTITUTE AWARDS FOR AWARDS GRANTED BY OTHER ENTITIES. Substitute Awards may be granted
under the Plan for grants or awards held by employees of a company or entity who become Employees
as a result of the acquisition, merger or consolidation of the employer company by or with the
Company or a Subsidiary. Except as otherwise provided by applicable law and notwithstanding
anything in the Plan to the contrary, the terms, provisions and benefits of the Substitute Awards
so granted may vary from those set forth in or required or authorized by this Plan to such extent
as the Committee at the time of the grant may deem appropriate to conform, in whole or part, to the
terms, provisions and benefits of the grants or awards in substitution for which they are granted.



     (c) NO RIGHT TO EMPLOYMENT. Neither the adoption of the Plan nor the making of any grant or
Award shall confer upon any Employee any right to continued employment with the Company or any
Subsidiary, nor shall it interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of any Employee at any time, with or without cause.



     (d) UNFUNDED PLAN. The Plan shall be unfunded and the Company shall not be required to
segregate any assets that may at any time be represented by Awards under the Plan. Any liability of
the Company to any person with respect to any Award under the Plan shall be based solely upon any
contractual obligations that may be effected pursuant to the Plan. No such obligation of the
Company shall be deemed to be secured by any pledge of, or other encumbrance on, any property of
the Company.



14









 





     (e) PAYMENTS TO TRUST. The Committee is authorized to cause to be established a trust
agreement or several trust agreements whereunder the Committee may make payments of amounts due or
to become due to Participants in the Plan.



     (f) ENGAGING IN COMPETITION WITH COMPANY. In the event a Participant terminates his or her
employment with the Company or a Subsidiary for any reason whatsoever, and within eighteen (18)
months after the date thereof accepts employment with any competitor of, or otherwise engages in
competition with, the Company, the Committee, in its sole discretion, may require such Participant
to return, or (if not received) to forfeit, to the Company the economic value of any Award which is
realized or obtained (measured at the date of exercise, vesting or payment) by such Participant (i)
at any time after the date which is six months prior to the date of such Participant’s termination
of employment with the Company or (ii) during such other period as the Committee may determine. The
provisions of this Section 15(f) shall cease to have any force or effect whatsoever immediately
upon the occurrence of any Change in Control described at Section 13 hereof.



     (g) OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS. Payments and other benefits received by
a Participant under an Award made pursuant to the Plan shall not be deemed a part of a
Participant’s regular, recurring compensation for purposes of any termination indemnity or
severance pay law of any country and shall not be included in, nor have any effect on, the
determination of benefits under any pension or other employee benefit plan or similar arrangement
provided by the Company or any Subsidiary, unless (i) expressly so provided by such other plan or
arrangement or (ii) the Committee expressly determines that an Award or a portion thereof should be
included as recurring compensation. Nothing contained in the Plan shall prohibit the Company or any
Subsidiary from establishing other special awards, incentive compensation plans, compensation
programs and other similar arrangements providing for the payment of performance, incentive or
other compensation to Employees or Directors. Payments and benefits provided to any Employee or
Director under any other plan, including, without limitation, any stock option, stock award,
restricted stock, deferred compensation, savings, retirement or other benefit plan or arrangement,
shall be governed solely by the terms of such other plan.



     (h) SECURITIES LAW RESTRICTIONS. In no event shall the Company be obligated to issue or
deliver any shares of Common Stock if such issuance or delivery shall constitute a violation of any
provisions of any law or regulation of any governmental authority or securities exchange on which
the Common Stock is listed. No shares of Common Stock shall be issued under the Plan unless counsel
for the Company shall be satisfied that such issuance will be in compliance with all applicable
federal and state securities laws and regulations and all requirements of any securities exchange
on which the Common Stock is listed.



     (i) GRANT AGREEMENTS. Each grant of an Award under the Plan shall be evidenced by a grant
agreement, in a form specified by the Committee, which shall set forth the terms and conditions of
the grant and such related matters as the Committee shall, in its sole discretion, determine
consistent with this Plan. A grant agreement may be in an electronic medium, may be limited to a
notation on the books and records of the Company and, unless determined otherwise by the Committee,
need not be signed by a representative of the Company or a Participant.



     (j) SEVERABILITY. In the event any provision of the Plan shall be held to be invalid or
unenforceable for any reason, such invalidity or unenforceability shall not affect the remaining
provisions of the Plan.



     (k) GOVERNING LAW. The Plan shall be governed by and construed in accordance with the laws of
the State of Ohio.



     (l) COMPLIANCE WITH SECTION 409A OF THE CODE. Awards granted under the Plan shall be designed
and administered in such a manner that they are either exempt from the application of, or comply
with, the requirements of Section 409A of the Code. To the extent that the Committee determines
that any Award granted under the Plan is subject to Section 409A of the Code, the grant agreement
shall incorporate the terms and conditions necessary to avoid the imposition of an additional tax
under Section 409A of the Code upon a Participant. Notwithstanding any other provision of the Plan
or any grant agreement (unless the grant agreement provides otherwise with specific reference to
this Section), an Award shall not be granted, deferred, accelerated, extended, paid out, settled,
substituted or modified under this Plan in a manner that would result in the imposition of an
additional tax under Section 409A of the Code upon a Participant. Although the Company intends to
administer the Plan so that Awards will be exempt from, or will comply with, the requirements of
Section 409A of the Code, the



15









 







Company does not warrant that any Award under the Plan will qualify for favorable tax
treatment under Section 409A of the Code or any other provision of federal, state, local, or
non-United States law. Neither the Company, its Subsidiaries, nor their respective directors,
officers, employees or advisers shall be liable to any Participant (or any other individual
claiming a benefit through the Participant) for any tax, interest, or penalties the Participant
might owe as a result of the grant, holding, vesting, exercise or payment of any Award under the
Plan.



16