**Exhibit**10.1**Sterling Chemicals, Inc.****Amended and Restated****2002 Stock Plan****Effective as of January 1, 2005**
 

 
**STERLING CHEMICALS, INC.****AMENDED AND RESTATED****2002 STOCK PLAN**Preliminary Statements A. Sterling Chemicals, Inc., a Delaware corporation (the “*Company*”), has previouslyadopted that certain 2002 Stock Plan (the “*Existing Plan*”).  B. Pursuant to Sections 2 and 20 of the Existing Plan, the Compensation Committee(the “*Compensation Committee*”) of the Board of Directors of the Company has the right toamend the Existing Plan from time to time, subject to specified limitations.  C. The Compensation Committee desires to amend the Existing Plan in certain respectsto comply with Section 409A (“*Section 409A*”) of the Internal Revenue Code of 1986, asamended (the “*Code*”), and to restate the Existing Plan, as so amended, in itsentirety.  D. This Amended and Restated 2002 Stock Plan is intended as good faith compliancewith Section 409A and is to be construed in accordance with Section 409A and anyguidance issued thereunder.          Now, Therefore, the Existing Plan is hereby amended and restated, effective as ofJanuary 1, 2005, to read in its entirety as follows:               1. **Purpose.**The Sterling Chemicals, Inc. Amended and Restated 2002 Stock Plan (the“*Plan*”) is intended to provide incentives which will attract, retain and motivate highlycompetent persons as officers and key employees of, and consultants to, the Company and itssubsidiaries and affiliates, by providing them opportunities to acquire shares of the Company’scommon stock, par value $.01 per share (the “*Common Stock*”) or to receive monetary paymentsbased on the value of such shares pursuant to the Benefits (as defined in Section 4 below)described herein. Capitalized terms are defined when first used, as described in the Index ofDefined Terms at the end of this document.               2. **Administration.**               (a) Committee. The Plan will be administered by a committee (the “*Committee*”)appointed by the Board of Directors of the Company from among its members (which may be theCompensation Committee) and shall be comprised, unless otherwise determined by the Company’s Boardof Directors, of not less than two (2) members. During any period when the Company is subject toRule 16b-3(b)(3) (or any
 

 
successor rule) promulgated under the Securities Exchange Act of 1934, as amended (the“*Exchange Act*”), each member of the Committee shall be a “*Non-Employee Director*”within the meaning of such Rule, and during any period when the Company is subject to TreasuryRegulation Section 1.162-27(e)(3) under Section 162(m) of the Code, each member of the Committeeshall be an “outside directors” within the meaning of such Section.     (b) Authority. The Committee is authorized, subject to the provisions of the Plan, toestablish such rules and regulations as it deems necessary for the proper administration of thePlan and to make such determinations and interpretations and to take such action in connection withthe Plan and any Benefits granted hereunder as it deems necessary or advisable. All determinationsand interpretations made by the Committee shall be binding and conclusive on all participants andtheir legal representatives.     (c) Indemnification. No member of the Committee and no employee of the Company shallbe liable for any act or failure to act hereunder, except in circumstances involving his or her badfaith, gross negligence or willful misconduct, or for any act or failure to act hereunder by anyother member or employee or by any agent to whom duties in connection with the administration ofthis Plan have been delegated. The Company shall indemnify members of the Committee and any agentof the Committee who is an employee of the Company, a subsidiary or an affiliate against any andall liabilities or expenses to which they may be subjected by reason of any act or failure to actwith respect to their duties on behalf of the Plan, except in circumstances involving such person’sbad faith, gross negligence or willful misconduct.     (d) Delegation and Advisers. The Committee may delegate to one or more of itsmembers, or to one or more agents, such administrative duties as it may deem advisable, and theCommittee, or any person to whom it has delegated duties as aforesaid, may employ one or morepersons to render advice with respect to any responsibility the Committee or such person may haveunder the Plan. The Committee may employ such legal or other counsel, consultants and agents as itmay deem desirable for the administration of the Plan and may rely upon any opinion or computationreceived from any such counsel, consultant or agent. Expenses incurred by the Committee in theengagement of such counsel, consultant or agent shall be paid by the Company, or the subsidiary oraffiliate whose employees have benefited from the Plan, as determined by the Committee.     3. **Participants.**Participants will consist of such officers and key employees of, and suchconsultants to, the Company and its subsidiaries and affiliates as the Committee in its solediscretion determines to be significantly responsible for the success and future growth andprofitability of the Company and whom the Committee may designate from time to time to receiveBenefits under the Plan. Designation of a participant in any year shall not require the Committeeto designate such person to receive a Benefit in any other year or, once designated, to receive thesame type or amount of Benefit as granted to the participant in any other year. The Committeeshall
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consider such factors as it deems pertinent in selecting participants and in determining the typeand amount of their respective Benefits.               4. **Type of Benefits.**Benefits under the Plan may be granted in any one or a combination of(a) Stock Options, (b) Stock Appreciation Rights, (c) Stock Awards and (d) Stock Units (each asdescribed below, and collectively, the “*Benefits*”). Stock Awards and Stock Units may, asdetermined by the Committee in its discretion, constitute Performance-Based Awards, as described inSection 10 hereof. Benefits shall be evidenced by agreements (which need not be identical) in suchforms as the Committee may from time to time approve; *provided*, *however*, that in the event of anyconflict between the provisions of the Plan and any such agreements, the provisions of the Planshall prevail.               5. **Common Stock Available Under the Plan.**               (a) Basic Limitations. The aggregate number of shares of Common Stock that may besubject to Benefits, including Stock Options, granted under this Plan shall be 379,747 shares ofCommon Stock, which may be authorized and unissued or treasury shares, subject to any adjustmentsmade in accordance with Section 12 hereof. The maximum number of shares of Common Stock withrespect to which Benefits may be granted or measured to any individual participant under the Planduring the term of the Plan shall not exceed 379,747 (subject to adjustments made in accordancewith Section 12 hereof).               (b) Additional Shares. Any shares of Common Stock subject to a Stock Option or StockAppreciation Right which for any reason is cancelled or terminated without having been exercised,or any shares subject to Stock Awards or Stock Units which are forfeited, or any shares deliveredto the Company as part or full payment for the exercise of a Stock Option, Stock Appreciation Rightor Stock Award or any related tax withholding or other sums due (including by the withholding ofshares of Common Stock for which a Stock Option, Stock Appreciation Right or Stock Award isexercisable) shall again be available for Benefits under the Plan. The preceding sentence shallapply only for purposes of determining the aggregate number of shares of Common Stock subject toBenefits but shall not apply for purposes of determining the maximum number of shares of CommonStock with respect to which Benefits (including the maximum number of shares of Common Stocksubject to Stock Options and Stock Appreciation Rights) that may be granted to any individualparticipant under the Plan.               (c) Acquisitions. In connection with the acquisition of any business by the Companyor any of its subsidiaries or affiliates, any outstanding grants, awards or sales of options orother similar rights pertaining to such business may be assumed or replaced by Benefits under thePlan upon such terms and conditions as the Committee determines. The date of any such grant oraward shall relate back to the date of the initial grant or award being assumed or replaced, andservice with the acquired business shall constitute service with the Company or its subsidiaries oraffiliates for purposes of such grant or award. Any shares of Common Stock underlying any grant oraward or sale
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pursuant to any such acquisition shall be disregarded for purposes of applying the limitationsunder and shall not reduce the number of shares of Common Stock available under Section 5(a) above.               6. **Stock Options.**               (a) Generally. Stock Options will consist of awards from the Company that will enablethe holder to purchase a number of shares of Common Stock, at set terms. Stock Options may be“*incentive stock options*” (“*Incentive Stock Options*”), within the meaning of Section 422 ofthe Code, or Stock Options which do not constitute Incentive Stock Options (“*Nonqualified StockOptions*”). The Committee will have the authority to grant to any participant one or moreIncentive Stock Options, Nonqualified Stock Options, or both types of Stock Options (in each casewith or without Stock Appreciation Rights). Each Stock Option shall be subject to such terms andconditions consistent with the Plan as the Committee may impose from time to time, subject to thefollowing limitations:               (b) Exercise Price. Each Stock Option granted hereunder shall have such per-shareexercise price as the Committee may determine at the date of grant; *provided, however*, that theper-share exercise price of a Stock Option granted hereunder shall not be less than one hundredpercent (100%) of the Fair Market Value (as defined in Section 15) of a share of Common Stock onthe date of grant.               (c) Payment of Exercise Price. The option exercise price may be paid in cash or bythe withholding of shares of Common Stock for which a Stock Option is exercisable. Additionally,the Committee may prescribe any other method of paying the exercise price that it determines to beconsistent with applicable law and the purpose of the Plan.               (d) Exercise Period. Stock Options granted under the Plan shall be exercisable atsuch time or times and subject to such terms and conditions as shall be determined by theCommittee; *provided, however,*that no Stock Option shall be exercisable later than ten (10) yearsafter the date it is granted except in the event of a participant’s death, in which case, theexercise period of such participant’s Stock Options may be extended beyond such period but no laterthan one (1) year after the participant’s death. All Stock Options shall terminate at such earliertimes and upon such conditions or circumstances as the Committee shall in its discretion set forthin such option agreement at the date of grant.               (e) Restoration of Stock Options. The Committee may, at the time of grant of anoption, provide for the grant of a subsequent Restoration Stock Option if the exercise price ispaid for by delivering previously owned shares of Common Stock of the Company. Restoration StockOptions (i) may be granted in respect of no more than the number of shares of Common Stock tenderedin exercising the predecessor Stock Option, (ii) shall have an exercise price equal to the FairMarket Value on the date the Restoration Stock Option is granted, and (iii) may have an exerciseperiod that does not extend
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beyond the remaining term of the predecessor Stock Option. In determining which methods aparticipant may utilize to pay the exercise price, the Committee may consider such factors as itdetermines are appropriate.               (f) Limitations on Incentive Stock Options. Incentive Stock Options may be grantedonly to participants who are employees of the Company or of a “*Parent Corporation*” or“*Subsidiary Corporation*” (as defined in Sections 424(e) and (f) of the Code, respectively)at the date of grant. The aggregate Fair Market Value (determined as of the time the Stock Optionis granted) of the Common Stock with respect to which Incentive Stock Options are exercisable forthe first time by a participant during any calendar year (under all option plans of the Company andof any Parent Corporation or Subsidiary Corporation ) shall not exceed one hundred thousand dollars($100,000). For purposes of the preceding sentence, Incentive Stock Options will be taken intoaccount in the order in which they are granted. No Incentive Stock Option may be exercised laterthan ten (10) years after the date it is granted.               (g) Additional Limitations on Incentive Stock Options for Ten Percent Shareholders.Incentive Stock Options may not be granted to any participant who, at the time of grant, owns stockpossessing (after the application of the attribution rules of Section 424(d) of the Code) more thanten percent (10%) of the total combined voting power of all classes of stock of the Company or anyParent Corporation or Subsidiary Corporation, unless the exercise price of the option is fixed atnot less than one hundred ten percent (110%) of the Fair Market Value of the Common Stock on thedate of grant and the exercise of such option is prohibited by its terms after the expiration offive (5) years from the date of grant of such option.               7. **Stock Appreciation Rights.**               (a) Generally. A Stock Appreciation Right means a right to receive a payment in cash,Common Stock or a combination thereof, an amount equal to the excess of (i) the Fair Market Value,or other specified valuation, of a specified number of shares of Common Stock on the date the rightis exercised over (ii) the Fair Market Value of such shares of Common Stock on the date the rightis granted, as determined by the Committee. Each Stock Appreciation Right shall be subject to suchterms and conditions as the Committee shall impose from time to time.               (b) Exercise Period. Stock Appreciation Rights granted under the Plan shall beexercisable at such time or times and subject to such terms and conditions as shall be determinedby the Committee; *provided, however,*that no Stock Appreciation Rights shall be exercisable (i)earlier than the date of death or disability of the participant, the date of the participant’stermination of employment or service with the Company and its subsidiaries or affiliates or a fixeddate set forth in such right at the date of grant nor (ii) later than ten (10) years after the dateit is granted. All Stock Appreciation Rights shall terminate at such earlier times and upon suchconditions or circumstances as the Committee shall in its discretion set forth in such right at thedate of grant.
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               8. **Stock Awards.**               (a) Generally. The Committee may, in its discretion, grant Stock Awards (which mayinclude mandatory payment of any bonus in stock) consisting of Common Stock issued or transferredto participants with or without other payments therefor. A Stock Award shall be construed as anoffer by the Company to the participant to purchase the number of shares of Common Stock subject tothe Stock Award at the purchase price, if any, established therefor; *provided, however*, that thepurchase price established for the shares of Common Stock subject to a Stock Award grantedhereunder shall not be less than one hundred percent (100%) of the Fair Market Value of such sharesof Common Stock on the date of grant. Any right to acquire the shares under the Stock Award thatis not exercised by the participant within thirty (30) days after the grant is communicated shallautomatically expire.               (b) Payment of the Purchase Price. If the Stock Award requires payment therefor, thepurchase price of any shares of Common Stock subject to a Stock Award may be paid in any mannerauthorized by the Committee, which may include any manner authorized under the Plan for the paymentof the exercise price of a Stock Option. Stock Awards may also be made in consideration ofservices rendered to the Company or its subsidiaries or affiliates.               (c) Additional Terms. Stock Awards may be subject to such terms and conditions as theCommittee determines appropriate, including, without limitation, restrictions on the sale or otherdisposition of such shares, the right of the Company to reacquire such shares for no considerationupon termination of the participant’s employment within specified periods, and may constitutePerformance-Based Awards, as described in Section 10 hereof. The Committee may require theparticipant to deliver a duly signed stock power, endorsed in blank, relating to the Common Stockcovered by such an Award. The Committee may also require that the stock certificates evidencingsuch shares be held in custody or bear restrictive legends until the restrictions thereon shallhave lapsed.               (d) Rights as a Shareholder. The Stock Award shall specify whether the participantshall have, with respect to the shares of Common Stock subject to a Stock Award, all of the rightsof a holder of shares of Common Stock of the Company, including the right to receive dividends andto vote the shares.               9. **Stock Units.**               (a) Generally. The Committee may, in its discretion, grant Stock Units (as defined insubsection (d) below) to participants hereunder. The Committee shall determine the criteria forthe vesting of Stock Units. Stock Units may constitute Performance-Based Awards, as described inSection 10 hereof. A Stock Unit granted by the Committee shall provide payment in shares of CommonStock at such time as the award agreement shall specify. Shares of Common Stock issued pursuant tothis Section 9 may be issued with or without other payments therefor as may be required by
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applicable law or such other consideration as may be determined by the Committee. The Committeeshall determine whether a participant granted a Stock Unit shall be entitled to a DividendEquivalent Right (as defined in subsection (d) below).               (b) Settlement of Stock Units. Upon vesting of a Stock Unit, shares of Common Stockrepresenting the Stock Units shall be distributed to the participant unless the Committee providesfor the payment of the Stock Units in cash equal to the value of the shares of Common Stock whichwould otherwise be distributed to the participant or partly in cash and partly in shares of CommonStock.               (c) Definitions. A “*Stock Unit*” means a notional account representing one (1)share of Common Stock. A “*Dividend Equivalent Right*” means the right to receive the amountof any dividend paid on the share of Common Stock underlying a Stock Unit, which shall be payablein cash or in the form of additional Stock Units.               10. **Performance-Based Awards**.               (a) Generally. Any Benefits granted under the Plan may be granted in a manner suchthat the Benefits qualify for the performance-based compensation exemption of Section 162(m) of theCode (“*Performance-Based Awards*”). As determined by the Committee in its sole discretion,either the granting or vesting of such Performance-Based Awards shall be based on achievement ofhurdle rates and/or growth rates in one or more business criteria that apply to the individualparticipant, one or more business units or the Company as a whole.               (b) Business Criteria. The business criteria shall be as follows, individually or incombination: (i) net earnings; (ii) earnings per share; (iii) net sales growth; (iv) market share;(v) net operating profit; (vi) expense targets; (vii) working capital targets relating to inventoryand/or accounts receivable; (viii) operating margin; (ix) return on equity; (x) return on assets;(xi) planning accuracy (as measured by comparing planned results to actual results); (xii) marketprice per share; and (xiii) total return to stockholders. In addition, Performance-Based Awardsmay include comparisons to the performance of other companies, such performance to be measured byone or more of the foregoing business criteria.               (c) Establishment of Performance Goals. With respect to Performance-Based Awards, theCommittee shall establish in writing (i) the performance goals applicable to a given period, andsuch performance goals shall state, in terms of an objective formula or standard, the method forcomputing the amount of compensation payable to the participant if such performance goals areobtained and (ii) the individual employees or class of employees to which such performance goalsapply no later than ninety (90) days after the commencement of such period (but in no event aftertwenty-five percent (25%) of such period has elapsed).               (d) Certification of Performance. No Performance-Based Awards shall be payable to orvest with respect to, as the case may be, any participant for a given
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period until the Committee certifies in writing that the objective performance goals (and any othermaterial terms) applicable to such period have been satisfied.               (e) Modification of Performance-Based Awards. With respect to any Benefits intendedto qualify as Performance-Based Awards, after establishment of a performance goal, the Committeeshall not revise such performance goal or increase the amount of compensation payable thereunder(as determined in accordance with Section 162(m) of the Code) upon the attainment of suchperformance goal. Notwithstanding the preceding sentence, the Committee may reduce or eliminatethe number of shares of Common Stock or cash granted or the number of shares of Common Stock vestedupon the attainment of such performance goal.               11. **Foreign Laws.**The Committee may grant Benefits to individual participants who are subjectto the tax laws of nations other than the United States, which Benefits may have terms andconditions as determined by the Committee as necessary to comply with applicable foreign laws. TheCommittee may take any action which it deems advisable to obtain approval of such Benefits by theappropriate foreign governmental entity; *provided, however,*that no such Benefits may be grantedpursuant to this Section 11 and no action may be taken which would result in a violation of theExchange Act, the Code or any other applicable law.               12. **Adjustment Provisions; Change in Control.**               (a) Adjustment Generally. If there shall be any change in the Common Stock of theCompany, through merger, consolidation, reorganization, recapitalization, stock dividend, stocksplit, reverse stock split, split up, spin-off, combination of shares, exchange of shares, dividendin kind or other like change in capital structure or distribution (other than normal cashdividends) to stockholders of the Company, an adjustment shall be made to each outstanding StockOption and Stock Appreciation Right such that each such Stock Option and Stock Appreciation Rightshall thereafter be exercisable for such securities, cash and/or other property as would have beenreceived in respect of the Common Stock subject to such Stock Option or Stock Appreciation Righthad such Stock Option or Stock Appreciation Right been exercised in full immediately prior to suchchange or distribution, and such an adjustment shall be made successively each time any such changeshall occur.               (b) Modification of Benefits. In the event of any change or distribution described insubsection (a) above, in order to prevent dilution or enlargement of participants’ rights under thePlan, the Committee will adjust, in an equitable manner, the number and kind of shares that may beissued under the Plan, the number and kind of shares subject to outstanding Benefits, the exerciseprice applicable to outstanding Benefits, and the Fair Market Value of the Common Stock and othervalue determinations applicable to outstanding Benefits; *provided, however,*that any sucharithmetic adjustment to a Performance-Based Award shall not cause the amount of compensationpayable thereunder to be increased from what otherwise would have been due upon attainment of theunadjusted award. Appropriate adjustments may also be
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made by the Committee in the terms of any Benefits under the Plan to reflect such changes ordistributions and to modify any other terms of outstanding Benefits on an equitable basis,including modifications of performance targets and changes in the length of performance periods;*provided, however,*that any such arithmetic adjustment to a Performance-Based Award shall not causethe amount of compensation payable thereunder to be increased from what otherwise would have beendue upon attainment of the unadjusted award. In addition, other than with respect to StockOptions, Stock Appreciation Rights, and other awards intended to constitute Performance-BasedAwards, the Committee is authorized to make adjustments to the terms and conditions of, and thecriteria included in, Benefits in recognition of unusual or nonrecurring events affecting theCompany or the financial statements of the Company, or in response to changes in applicable laws,regulations, or accounting principles. Notwithstanding the foregoing, (i) each such adjustmentwith respect to an Incentive Stock Option shall comply with the rules of Section 424(a) of theCode, and (ii) in no event shall any adjustment be made which would render any Incentive StockOption granted hereunder other than an incentive stock option for purposes of Section 422 of theCode.               (c) Effect of a Change in Control. Notwithstanding any other provision of this Plan,if there is a Change in Control (as defined in subsection (d) below) of the Company, all thenoutstanding Stock Options, Stock Appreciation Rights and Stock Units shall immediately vest andbecome exercisable and any restrictions on Stock Awards or Stock Units shall immediately lapse.Thereafter, all Benefits shall be subject to the terms of any agreement effecting the Change inControl, which agreement, may provide, without limitation, that each Stock Option and StockAppreciation Right outstanding hereunder shall terminate within a specified number of days afternotice to the holder, and that such holder shall receive, with respect to each share of CommonStock subject to such Stock Option or Stock Appreciation Right, an amount equal to the excess ofthe Fair Market Value of such shares of Common Stock immediately prior to the occurrence of suchChange in Control over the exercise price per share underlying such Stock Option or StockAppreciation Right with such amount payable in cash, in one or more kinds of property (includingthe property, if any, payable in the transaction) or in a combination thereof, as the Committee, inits discretion, shall determine. A provision like the one contained in the preceding sentenceshall be inapplicable to a Stock Option or Stock Appreciation Right granted within six (6) monthsbefore the occurrence of a Change in Control if the holder of such Stock Option or StockAppreciation Right is subject to the reporting requirements of Section 16(a) of the Exchange Actand no exception from liability under Section 16(b) of the Exchange Act is otherwise available tosuch holder.               (d) Definitions. For purposes of this Section 12, a “*Change in Control*” ofthe Company shall be deemed to have occurred upon any of the following events:     (i) Any person (as such term us used in Section 13(d) of the Exchange Act, other thanone or more trusts established by the Company for the benefit of employees of the Companyor its subsidiaries) and other than Resurgence Asset
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Management, L.L.C. or any affiliates thereof, shall become the beneficial owner (within themeaning of Rule 13d-3 under the Exchange Act) of fifty percent (50%) or more of theCompany’s outstanding Common Stock or fifty percent (50%) or more of the combined votingpower of the Company’s then outstanding securities entitled to vote generally in theelection of directors (the Company Stock, together with any such securities, the“*Voting Securities*”); or     (ii) The Company’s Board of Directors shall approve a sale, lease, exchange ortransfer of all or substantially all of the property and assets of the Company, and suchtransaction shall have been consummated; or     (iii) The Company’s Board of Directors shall approve any merger or consolidation ofthe Company which will result in the holders of the Voting Securities of the Companyimmediately prior to such merger or consolidation owning less than a majority of the VotingSecurities of the surviving entity immediately following such transaction, and suchtransaction shall have been consummated.Notwithstanding the foregoing, (A) any spin-off of a division or subsidiary of the Company to itsstockholders and any event listed in (i) or (ii) above that the Company’s Board of Directorsdetermines not to be a Change in Control of the Company, shall not constitute a Change in Controlof the Company, and (B) with respect to any Benefit that is subject to Section 409A of the Code, a“*Change of Control*” shall occur only to the extent that the definition of “*Change ofControl*” set forth above may be interpreted to be consistent with Section 409A of the Code andthe applicable Internal Revenue Service and Treasury Department regulations thereunder.               13. **Nontransferability.**Each Benefit granted under the Plan to a participant shall not betransferable otherwise than by will or the laws of descent and distribution, and shall beexercisable, during the participant’s lifetime, only by the participant. In the event of the deathof a participant, each Stock Option or Stock Appreciation Right theretofore granted to him or hershall be exercisable during such period after his or her death as the Committee shall in itsdiscretion set forth in such option or right at the date of grant and then only by the executor oradministrator of the estate of the deceased participant or the person or persons to whom thedeceased participant’s rights under the Stock Option or Stock Appreciation Right shall pass by willor the laws of descent and distribution. Notwithstanding the foregoing, at the discretion of theCommittee, an award of a Benefit other than an Incentive Stock Option may permit thetransferability of a Benefit by a participant solely to the participant’s spouse, siblings,parents, children and grandchildren or trusts for the benefit of such persons or partnerships,corporations, limited liability companies or other entities owned solely by such persons, includingtrusts for such persons, subject to any restriction included in the award of the Benefit.               14. **Other Provisions.**The award of any Benefit under the Plan may also be subject to suchother provisions (whether or not applicable to the Benefit awarded
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to any other participant) as the Committee determines appropriate, including, without limitation,for the installment purchase of Common Stock under Stock Options, for the installment exercise ofStock Appreciation Rights, to assist the participant in financing the acquisition of Common Stock,for the forfeiture of, or restrictions on resale or other disposition of, Common Stock acquiredunder any form of Benefit, for the acceleration of exercisability or vesting of Benefits in theevent of a change in control of the Company, for the payment of the value of Benefits toparticipants in the event of a change in control of the Company, or to comply with federal andstate securities laws, or understandings or conditions as to the participant’s employment inaddition to those specifically provided for under the Plan.               15. **Fair Market Value.**For purposes of this Plan and any Benefits awarded hereunder,“*Fair Market Value*” shall be the closing price of the Company’s Common Stock on the date ofcalculation (or on the last preceding trading date if Common Stock was not traded on such date) ifthe Company’s Common Stock is readily tradable on a national securities exchange or other marketsystem, and if the Company’s Common Stock is not readily tradable, Fair Market Value shall mean theamount determined in good faith by the Committee as the fair market value of the Common Stock ofthe Company. In making any determination of Fair Market Value, the Committee shall endeavor tocomply with Section 409A of the Code and the applicable Internal Revenue Service and TreasuryDepartment regulations thereunder and in so doing shall be entitled to rely on the advice of theCompany’s counsel and other advisors.               16. **Withholding.**All payments or distributions of Benefits made pursuant to the Plan shall benet of any amounts required to be withheld pursuant to applicable federal, state and local taxwithholding requirements. If the Company proposes or is required to distribute Common Stockpursuant to the Plan, it may require the recipient to remit to it or to the corporation thatemploys such recipient an amount sufficient to satisfy such tax withholding requirements prior tothe delivery of any certificates for such Common Stock. In lieu thereof, the Company or theemploying corporation shall have the right to withhold the amount of such taxes from any other sumsdue or to become due from such corporation to the recipient as the Committee shall prescribe. TheCommittee may, in its discretion and subject to such rules as it may adopt (including any as may berequired to satisfy applicable tax and/or non-tax regulatory requirements), permit an optionee oraward or right holder to pay all or a portion of the federal, state and local withholding taxesarising in connection with any Benefit consisting of shares of Common Stock by electing to have theCompany withhold shares of Common Stock having a Fair Market Value equal to the amount of tax to bewithheld, such tax calculated at rates required by statute or regulation.               17. **Tenure.**A participant’s right, if any, to continue to serve the Company or any of itssubsidiaries or affiliates as an officer, employee, or otherwise, shall not be enlarged orotherwise affected by his or her designation as a participant under the Plan.
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               18. **Unfunded Plan.**Participants shall have no right, title, or interest whatsoever in or toany investments which the Company may make to aid it in meeting its obligations under the Plan.Nothing contained in the Plan, and no action taken pursuant to its provisions, shall create or beconstrued to create a trust of any kind, or a fiduciary relationship between the Company and anyparticipant, beneficiary, legal representative or any other person. To the extent that any personacquires a right to receive payments from the Company under the Plan, such right shall be nogreater than the right of an unsecured general creditor of the Company. All payments to be madehereunder shall be paid from the general funds of the Company and no special or separate fund shallbe established and no segregation of assets shall be made to assure payment of such amounts exceptas expressly set forth in the Plan. The Plan is not intended to be subject to the EmployeeRetirement Income Security Act of 1974, as amended.               19. **No Fractional Shares.**No fractional shares of Common Stock shall be issued or deliveredpursuant to the Plan or any Benefit. The Committee shall determine whether cash, or Benefits, orother property shall be issued or paid in lieu of fractional shares or whether such fractionalshares or any rights thereto shall be forfeited or otherwise eliminated.               20. **Duration, Amendment and Termination.**No Benefit shall be granted after December 19, 2012.The Committee may amend the Plan from time to time or suspend or terminate the Plan at any time.No amendment of the Plan may be made without approval of the stockholders of the Company if theamendment will: (i) disqualify any Incentive Stock Options granted under the Plan; (ii) increasethe aggregate number of shares of Common Stock that may be delivered through Stock Options underthe Plan; (iii) increase either of the maximum amounts which can be paid to an individualparticipant under the Plan as set forth in Section 5 hereof; (iv) change the types of businesscriteria on which Performance-Based Awards are to be based under the Plan; or (v) modify therequirements as to eligibility for participation in the Plan.               21. **Governing Law.**This Plan, Benefits granted hereunder and actions taken in connectionherewith shall be governed and construed in accordance with the laws of the State of Delaware(regardless of the law that might otherwise govern under applicable Delaware principles of conflictof laws).               22. **Section 409A of the Code.**It is intended that any grant of a Benefit to which Section409A of the Code is applicable shall satisfy all of the requirements of such Section 409A and theapplicable regulations issued thereunder to the extent necessary.               23. **Effective Date.**The Plan shall be effective as of January 1, 2005, the date on which thePlan was adopted by the Committee.
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**Index of Defined Terms**   **Term** **Section Where Defined or First Used**Benefits 4Change in Control 12(d)Code 2(a)Committee 2(a)Common Stock 1Company 1Dividend Equivalent Right 10(d)Effective Date 22Exchange Act 2(a)Fair Market Value 15Incentive Stock Option 6(a)Non-Employee Director 2(a)Nonqualified Stock Option 6(a)Parent Corporation 6(f)Performance-Based Awards 10(a)Plan 1Restoration Stock Options 6(e)Stock Appreciation Rights 7Stock Award 8Stock Options 6Stock Unit 9(c)Subsidiary Corporation 6(f)Voting Securities 12(d)
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