Exhibit 10.8





Exhibit 10.8




INTERNATIONAL FLAVORS & FRAGRANCES INC.




2010 Stock Award and Incentive Plan




As Amended and Restated December 14, 2010




1. Purpose. The purpose of this 2010 Stock Award and Incentive Plan (the “Plan”) is to aid
International Flavors & Fragrances Inc., a New York corporation (the “Company,” which term shall
include successors and assigns), in attracting, retaining, motivating and rewarding employees,
non-employee directors, and other persons who provide substantial services to the Company or its
subsidiaries or affiliates, to strengthen the Company’s capability to develop and direct a
competent management team, to provide for equitable and competitive compensation opportunities, to
authorize incentive awards that appropriately reward achievement of Company and business-unit goals
and recognize individual contributions without promoting excessive risk, and to promote the
creation of long-term value for shareholders by closely aligning the interests of Participants with
those of shareholders. The Plan authorizes stock-based and cash-based incentives for Participants.



2. Definitions. In addition to the terms defined in Section 1 above and elsewhere in the
Plan, the following capitalized terms used in the Plan have the respective meanings set forth in
this Section:




(a) “Annual Incentive Award” means a type of Performance Award granted to a Participant
under Section 7(c) representing a conditional right to receive cash, Stock or other Awards or
payments, as determined by the Committee, based on performance in a performance period of one
fiscal year or a portion thereof.




(b) “Annual Limit” shall have the meaning as defined in Section 5(b).




(c) “Award” means any cash award, Option, SAR, Restricted Stock, Deferred Stock, Stock
granted as a bonus or in lieu of another award, Dividend Equivalent, Other Stock-Based Award,
Performance Award or Annual Incentive Award, together with any related right or interest,
granted to a Participant under the Plan.




(d) “Beneficiary” means any family member or members, including by marriage or adoption,
any trust in which the Participant or any family member or members have more than 50% of the
beneficial interest, and any other entity in which the Participant or any family member or
members own more than 50% of the voting interests, in each case designated by the Participant
in his most recent written Beneficiary designation filed with the Committee as entitled to
exercise rights or receive benefits in connection with the Award (or any portion thereof), or
if there is no surviving designated Beneficiary, then the person, persons, trust or trusts
entitled by will or the laws of descent and distribution to exercise rights or receive
benefits in connection with the Award in the event of the death of the Participant.




(e) “Board” means the Company’s Board of Directors.




(f) “Change in Control” and related terms have the meaning as defined in Section 9.


 












 






(g) “Code” means the Internal Revenue Code of 1986, as amended. References to any
provision of the Code or regulation (including a proposed regulation) thereunder shall include
any successor provisions and regulations and reference to regulations includes any applicable
guidance or pronouncement of the Department of the Treasury and Internal Revenue Service.




(h) “Committee” means the Compensation Committee of the Board (or a successor to such
committee designated by the Board), the composition and governance of which is established in
the Committee’s Charter as approved from time to time by the Board and subject to other
corporate governance documents of the Company. No action of the Committee under the Plan
shall be void or deemed to be without authority due to the failure of any member, at the time
the action was taken, to meet any qualification standard set forth in the Committee Charter or
this Plan. The Board may perform any function of the Committee hereunder (except to the extent
limited under applicable New York Stock Exchange rules), in which case the term “Committee”
shall refer to the Board.




(i) “Covered Employee” means an Eligible Person who is a Covered Employee as specified in
Section 11(j).




(j) “Deferred Stock” means a right, granted to a Participant under Section 6(e), to
receive Stock or other Awards or a combination thereof at the end of a specified deferral
period.




(k) “Dividend Equivalent” means a right, granted to a Participant under Section 6(g), to
receive cash, Stock, other Awards or other property equal in value to all or a specified
portion of the dividends paid with respect to a specified number of shares of Stock.




(l) “Effective Date” means the effective date specified in Section 11(q).




(m) “Eligible Person” has the meaning specified in Section 5.




(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended. References to
any provision of the Exchange Act or rule (including a proposed rule) thereunder shall include
any successor provisions and rules.




(o) “Fair Market Value” means the fair market value of Stock, Awards or other property as
determined in good faith by the Committee or under the following procedure or a substitute
procedure as may be approved from time to time by the Committee. Unless otherwise determined
by the Committee, the Fair Market Value of Stock shall be the closing sale price reported on
the composite tape of the New York Stock Exchange on the day as of which such value is being
determined or, if there is no sale on that day, then on the last previous day on which a sale
was reported. Fair Market Value relating to the exercise price or base price of any Non-409A
Option or SAR and relating to the market value of Stock measured at the time of exercise shall
conform to requirements under Treasury Regulation § 1.409A-1(b)(5)(iv).




(p) “409A Award” means an Award that constitutes a deferral of compensation under Code
Section 409A and regulations thereunder, but excluding any Award that is excluded from being a
deferral of compensation under Treasury Regulation § 1.409A-1. “Non-409A Award” means an
Award other than a 409A Award. Although the Committee retains authority under the Plan to
grant Options, SARs and Restricted Stock on terms that will qualify those Awards as 409A
Awards, Options, SARs, and Restricted Stock are intended to be Non-409A Awards unless
otherwise expressly specified by the Committee.




(q) “Incentive Stock Option” or “ISO” means any Option designated as an incentive stock
option within the meaning of Code Section 422 or any successor provision thereto and
qualifying thereunder.


 


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(r) “Option” means a right, granted to a Participant under Section 6(b), to purchase
Stock or other Awards at a specified price during a specified time period.




(s) “Other Stock-Based Awards” means Awards granted to a Participant under Section 6(h).




(t) “Participant” means a person who has been granted an Award under the Plan which
remains outstanding, including a person who is no longer an Eligible Person.




(u) “Performance Award” means a conditional right, granted to a Participant under
Sections 6(i) and 7, to receive cash, Stock or other Awards or payments, as determined by the
Committee, based upon performance criteria specified by the Committee.




(v) “Qualified Member” means a member of the Committee who is a “Non-Employee Director”
within the meaning of Rule 16b-3(b)(3) and an “outside director” within the meaning of
Regulation § 1.162-27 under Code Section 162(m).




(w) “Restricted Stock” means Stock granted to a Participant under Section 6(d) which is
subject to certain restrictions and to a risk of forfeiture.




(x) “Rule 16b-3” means Rule 16b-3, as from time to time in effect and applicable to
Participants, promulgated by the Securities and Exchange Commission under Section 16 of the
Exchange Act.




(y) “Stock” means the Company’s Common Stock, par value 121/2 ¢ per share, -and any other
equity securities of the Company that may be substituted or resubstituted for Stock pursuant
to Section 11(c).




(z) “Stock Appreciation Rights” or “SAR” means a right granted to a Participant under
Section 6(c).




(aa) “2000 Plan” means the 2000 Stock Award and Incentive Plan.



3. Administration.




(a) Authority of the Committee. The Plan shall be administered by the Committee, which
shall have full and final authority, in each case subject to and consistent with the
provisions of the Plan, to select Eligible Persons to become Participants; to grant Awards; to
determine the type and number of Awards, the dates on which Awards may be granted or exercised
and on which the risk of forfeiture or deferral period relating to Awards shall lapse or
terminate, the acceleration of any such dates, the expiration date of any Award, whether, to
what extent, and under what circumstances an Award may be settled, or the exercise price of an
Award may be paid, in cash, Stock (including Stock deliverable in connection with the Award),
other Awards, or other property, and other terms and conditions of, and all other matters
relating to, Awards; to prescribe documents evidencing or setting terms of Awards (such Award
documents need not be identical for each Participant), amendments thereto, and rules and
regulations for the administration of the Plan and amendments thereto; to construe and
interpret the Plan and Award documents and correct defects, supply omissions or reconcile
inconsistencies therein; and to make all other decisions and determinations as the Committee
may deem necessary or advisable for the administration of the Plan. Decisions of the
Committee with respect to the administration and interpretation of the Plan shall be final,
conclusive, and binding upon all persons interested in the Plan, including Participants,
Beneficiaries, transferees under Section 11(b) and other persons claiming rights from or
through a Participant, and shareholders. The foregoing notwithstanding, any grant of an Award
to a non-
employee director shall be approved, or granted in accordance with a policy approved, by
the Board; provided, however, that the Committee shall recommend (or jointly approve) such
awards or policies to the Board, and the Committee retains the full independent authority
conferred under the Plan with respect to other aspects of non-employee director awards.


 


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(b) Manner of Exercise of Committee Authority. At any time that a member of the
Committee is not a Qualified Member, (i) any action of the Committee relating to an Award
intended by the Committee to qualify as “performance-based compensation” within the meaning of
Code Section 162(m) and regulations thereunder may be taken by a subcommittee, designated by
the Committee or the Board, composed solely of two or more Qualified Members, and (ii) any
action relating to an Award granted or to be granted to a Participant who is then subject to
Section 16 of the Exchange Act in respect of the Company may be taken either by such a
subcommittee or by the Committee but with each such member who is not a Qualified Member
abstaining or recusing himself or herself from such action, provided that, upon such
abstention or recusal, the Committee remains composed of two or more Qualified Members. The
Committee otherwise may act through a subcommittee or with members of the Committee abstaining
or recusing themselves to ensure compliance with regulatory requirements or to promote
effective governance as determined by the Committee. Such action, authorized by such a
subcommittee or by the Committee upon the abstention or recusal of any member, shall be the
action of the Committee for purposes of the Plan. The express grant of any specific power to
the Committee, and the taking of any action by the Committee, shall not be construed as
limiting any power or authority of the Committee. The Committee may delegate to officers or
managers of the Company or any subsidiary or affiliate, or committees thereof, the authority,
subject to such terms as the Committee shall determine, to perform such functions, including
but not limited to administrative functions, as the Committee may determine, to the extent
that such delegation (i) will not result in the loss of an exemption under Rule 16b-3(d) for
Awards granted to Participants subject to Section 16 of the Exchange Act in respect of the
Company, (ii) will not cause Awards intended to qualify as “performance-based compensation”
under Code Section 162(m) to fail to so qualify, (iii) will not result in a related-person
transaction with an executive officer required to be disclosed under Item 404(a) of Regulation
S-K (in accordance with Instruction 5.a.ii thereunder) under the Exchange Act, and (iv) is
permitted under applicable provisions of the New York Business Corporation Law and other
applicable laws and regulations.




(c) Limitation of Liability. The Committee and each member thereof, and any person
acting pursuant to authority delegated by the Committee, shall be entitled, in good faith, to
rely or act upon any report or other information furnished by any executive officer, other
officer or employee of the Company or a subsidiary or affiliate, the Company’s independent
auditors, consultants or any other agents assisting in the administration of the Plan.
Members of the Committee, any person acting pursuant to authority delegated by the Committee,
and any officer or employee of the Company or a subsidiary or affiliate acting at the
direction or on behalf of the Committee or a delegee shall not be personally liable for any
action or determination taken or made in good faith with respect to the Plan, and shall, to
the extent permitted by law, be fully indemnified and protected by the Company with respect to
any such action or determination.



4. Stock Subject to Plan.




(a) Overall Number of Shares Available for Delivery. Subject to adjustment as provided
in Section 11(c), the total number of shares of Stock reserved and available for delivery in
connection with Awards under the Plan shall be 2,000,000 shares plus the number of remaining
 shares reserved for equity awards under the Company’s 2000 Plan which have not been issued and
delivered under the 2000 Plan, including such 2000 Plan shares (and 2000 Supplemental Stock
Award Plan shares) as may become available in accordance with Section 4(b) hereof; provided,
however, that the total number of shares with respect to which ISOs may be granted shall not
exceed 2,000,000. Any shares of Stock delivered under the Plan shall consist of authorized
and unissued shares or treasury shares.


 


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(b) Share Counting Rules. The Committee may adopt reasonable counting procedures to
ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or
substitute awards) and make adjustments in accordance with this Section 4(b). Shares shall be
counted against those reserved to the extent such shares have been delivered and are no longer
subject to a risk of forfeiture. Accordingly, (i) to the extent that an Award under the Plan
or an award under the 2000 Plan or 2000 Supplemental Stock Award Plan, in whole or in part, is
canceled, expired, forfeited, settled in cash, settled by delivery of fewer shares than the
number underlying the Award or award, or otherwise terminated without delivery of shares to
the Participant, the shares retained by or returned to the Company will not be deemed to have
been delivered under the Plan and will be deemed to remain or to become available under this
Plan; and (ii) shares that are withheld from such an Award or award or separately surrendered
by the Participant in payment of the exercise price or taxes relating to such an Award or
award shall be deemed to constitute shares not delivered and will be deemed to remain or to
become available under the Plan. The Committee may determine that Awards may be outstanding
that relate to more shares than the aggregate remaining available under the Plan so long as
Awards will not in fact result in delivery and vesting of shares in excess of the number then
available under the Plan.




In addition, in the case of any Award granted in assumption of or substitution for an
award of a company or business acquired by the Company or a subsidiary or affiliate, shares
delivered or deliverable in connection with such assumed or substitute Award shall not be
counted against the number of shares reserved under the Plan (such assumed or substitute
Awards may be administered under the Plan, however). This Section 4(b) shall apply to the
number of shares reserved and available for ISOs only to the extent consistent with applicable
regulations relating to ISOs under the Code. To the extent that the 2000 Plan authorizes
grants relating to shares remaining available and shares recaptured under the 1997 Employee
Stock Option Plan, such shares will be deemed to be available under the 2000 Plan and,
therefore, available under this Plan to the extent provided in this Section 4.



5. Eligibility; Per-Person Award Limitations.




(a) Eligibility. Awards may be granted under the Plan only to Eligible Persons. For
purposes of the Plan, an “Eligible Person” means (i) an employee of the Company or any
subsidiary or affiliate, including any executive officer, (ii) a non-employee director of the
Company, (iii) a consultant or other person who provides substantial services to the Company
or a subsidiary or affiliate, and (iv) any person who has been offered employment by the
Company or a subsidiary or affiliate, provided that such prospective employee may not receive
any payment or exercise any right relating to an Award until such person has commenced such
employment. An employee on leave of absence may be considered as still in the employ of the
Company or a subsidiary or affiliate for purposes of eligibility for participation in the
Plan. For purposes of the Plan, a joint venture in which the Company or a subsidiary has a
substantial direct or indirect equity investment shall be deemed an affiliate, if so
determined by the Committee. Holders of awards granted by a company or business acquired by
the Company or a subsidiary or affiliate (including a business combination) are eligible for
Awards granted in assumption of or in substitution for such outstanding awards.




(b) Per-Person Award Limits. In each calendar year during any part of which the Plan is
in effect, an Eligible Person may be granted Awards intended to qualify as “performance-based
compensation” under Code Section 162(m) under the Plan relating to up to his or her Annual
Limit. A Participant’s Annual Limit, in any year during any part of which the Participant is
then eligible under the Plan, shall equal 1 million shares plus the amount of the
Participant’s unused Annual Limit relating to stock-denominated Awards as of the close of the
previous year, subject to adjustment as provided in Section 11(c). In the case of
cash-denominated Awards or other Awards which are not valued in a way in which the limitation
set forth in the preceding sentence would operate as an effective limitation satisfying
applicable law (including Treasury Regulation 1.162-27(e)(4)), an
Eligible Person may not be granted Awards authorizing the earning during any calendar
year of an amount that exceeds the Eligible Person’s Annual Limit, which for this purpose
shall equal $5 million plus the amount of the Eligible Person’s unused cash Annual Limit as of
the close of the previous year (this limitation is separate and not affected by the number of
Awards granted during such calendar year subject to the limitation in the preceding sentence).
For this purpose, (i) “earning” means satisfying performance conditions so that an amount
becomes payable, without regard to whether it is to be paid currently or on a deferred basis
or continues to be subject to any service requirement or other non-performance condition, (ii)
a Participant’s Annual Limit is used to the extent an amount or number of shares may be
potentially earned or paid under an Award (at the maximum designated amount for such Awards),
regardless of whether such amount or shares are in fact earned or paid, and (iii) the Annual
Limit applies to Dividend Equivalents under Section 6(g) only if such Dividend Equivalents are
granted separately from and not as a feature of another Award.


 


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6. Specific Terms of Awards.




(a) General. Awards may be granted on the terms and conditions set forth in this Section
6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of
grant or thereafter (subject to Sections 11(e) and 11(k)), such additional terms and
conditions, not inconsistent with the provisions of the Plan, as the Committee shall
determine, including terms requiring forfeiture of Awards in the event of termination of
employment or service by the Participant and terms permitting a Participant to make elections
relating to his or her Award. The Committee shall retain full power and discretion with
respect to any term or condition of an Award that is not mandatory under the Plan (subject to
Section 11(k) and the terms of the Award agreement). The Committee shall require the payment
of lawful consideration for an Award to the extent necessary to satisfy the requirements of
the New York Business Corporation Law, and may otherwise require payment of consideration for
an Award except as limited by the Plan.




(b) Options. The Committee is authorized to grant Options to Participants on the
following terms and conditions:




(i) Exercise Price. The exercise price per share of Stock purchasable under an
Option (including both ISOs and non-qualified Options) shall be determined by the
Committee, provided that such exercise price shall be not less than the Fair Market
Value of a share of Stock on the date of grant of such Option, subject to Sections 6(f)
and 8(a). Notwithstanding the foregoing, any Award resulting from an assumption or
granted in substitution for an outstanding award granted by a company or business
acquired by the Company or a subsidiary or affiliate (including a business combination)
shall satisfy this Section 6(b)(i) if the assumption or substitution preserves without
enlarging the in-the-money value of the original award at the date of the acquisition.
No adjustment will be made for a dividend or other right for which the record date is
prior to the date on which the stock is issued, except as provided in Section 11(c) of
the Plan.




(ii) Option Term; Time and Method of Exercise. The Committee shall determine the
term of each Option, provided that in no event shall the term of any Option exceed a
period of ten years from the date of grant. The Committee shall determine the time or
times at which or the circumstances under which an Option may be exercised in whole or
in part (including based on achievement of performance goals and/or future service
requirements), the methods by which such exercise price may be paid or deemed to be paid
and the form of such payment (subject to Sections 11(k) and 11(l)), including, without
limitation, cash, Stock, Stock deliverable to the Participant upon exercise of the
Award, other Awards or awards granted under other plans of the Company or any subsidiary
or affiliate, or other property (including through “cashless exercise” arrangements, to
the extent permitted by applicable law, but excluding any exercise method in which a
personal loan would be made from the
Company to the Participant), and the methods by or forms in which Stock will be
delivered or deemed to be delivered in satisfaction of Options to Participants
(including, in the case of 409A Awards, deferred delivery of shares subject to the
Option at the election of the Participant or as mandated by the Committee, with such
deferred shares subject to any vesting, forfeiture or other terms as the Committee may
specify).


 


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(iii) ISOs. The terms of any ISO granted under the Plan shall comply in all
respects with the provisions of Code Section 422.




(c) Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants
on the following terms and conditions:




(i) Right to Payment. An SAR shall confer on the Participant to whom it is granted
a right to receive, upon exercise thereof, the excess of (A) the Fair Market Value of
one share of Stock on the date of exercise over (B) the grant price of the SAR as
determined by the Committee, but which in no event will be less than 100% of the Fair
Market Value of a share of Stock on the date of grant of the SAR.




(ii) Other Terms. The Committee shall determine the term of each SAR, provided
that in no event shall the term of any SAR exceed a period of ten years from the date of
grant. The Committee shall determine at the date of grant or thereafter, the time or
times at which and the circumstances under which a SAR may be exercised in whole or in
part (including based on achievement of performance goals and/or future service
requirements), the method of exercise, method of settlement, form of consideration
payable in settlement, method by or forms in which Stock will be delivered or deemed to
be delivered to Participants, whether or not a SAR shall be free-standing or in tandem
or combination with any other Award, and whether or not the SAR will be a 409A Award or
Non-409A Award. Limited SARs that may only be exercised in connection with a Change in
Control or termination of service following a Change in Control or other event as
specified by the Committee may be granted on such terms, not inconsistent with this
Section 6(c), as the Committee may determine.




(d) Restricted Stock. The Committee is authorized to grant Restricted Stock to
Participants on the following terms and conditions:




(i) Grant and Restrictions. Restricted Stock shall be subject to such restrictions
on transferability, risk of forfeiture and other restrictions, if any, as the Committee
may impose, which restrictions may lapse separately or in combination at such times,
under such circumstances (including based on achievement of performance goals and/or
future service requirements), in such installments or otherwise and under such other
circumstances as the Committee may determine at the date of grant or thereafter. Except
to the extent restricted under the terms of the Plan and any Award document relating to
the Restricted Stock, a Participant granted Restricted Stock shall have all of the
rights of a shareholder, including the right to vote the Restricted Stock and the right
to receive dividends thereon (subject to any mandatory reinvestment or other requirement
imposed by the Committee).




(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination
of employment or service during the applicable restriction period, Restricted Stock that
is at that time subject to restrictions shall be forfeited and reacquired by the
Company; provided that the Committee may provide, by rule or regulation or in any Award
document, or may determine in any individual case, that restrictions or forfeiture
conditions relating to Restricted Stock will lapse in whole or in part, including in the
event of terminations resulting from specified causes.


 


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(iii) Certificates for Stock. Restricted Stock granted under the Plan may be
evidenced
in such manner as the Committee shall determine. If certificates representing
Restricted Stock are registered in the name of the Participant, the Committee may
require that such certificates bear an appropriate legend referring to the terms,
conditions and restrictions applicable to such Restricted Stock, that the Company retain
physical possession of the certificates, and that the Participant deliver a stock power
to the Company, endorsed in blank, relating to the Restricted Stock.




(iv) Dividends and Splits. As a condition to the grant of an Award of Restricted
Stock, the Committee may require that any dividends paid on a share of Restricted Stock
shall be either (A) paid with respect to such Restricted Stock at the dividend payment
date in cash, in kind, or in a number of shares of unrestricted Stock having a Fair
Market Value equal to the amount of such dividends, or (B) automatically reinvested in
additional Restricted Stock or held in kind, which shall be subject to the same terms as
applied to the original Restricted Stock to which it relates, or (C) deferred as to
payment, either as a cash deferral or with the amount or value thereof automatically
deemed reinvested in shares of Deferred Stock, other Awards or other investment
vehicles, subject to such terms as the Committee shall determine or permit a Participant
to elect. Unless otherwise determined by the Committee, Stock distributed in connection
with a Stock split or Stock dividend, and other property distributed as a dividend,
shall be subject to restrictions and a risk of forfeiture to the same extent as the
Restricted Stock with respect to which such Stock or other property has been
distributed.




(e) Deferred Stock. The Committee is authorized to grant Deferred Stock to Participants,
which are rights to receive Stock, other Awards, or a combination thereof at the end of a
specified deferral period, subject to the following terms and conditions:




(i) Award and Restrictions. Issuance of Stock will occur upon expiration of the
deferral period specified for an Award of Deferred Stock by the Committee (or, if
permitted by the Committee, as elected by the Participant). In addition, Deferred Stock
shall be subject to such restrictions on transferability, risk of forfeiture and other
restrictions, if any, as the Committee may impose, which restrictions may lapse at the
expiration of the deferral period or at earlier specified times (including based on
achievement of performance goals and/or future service requirements), separately or in
combination, in installments or otherwise, and under such other circumstances as the
Committee may determine at the date of grant or thereafter. Deferred Stock may be
satisfied by delivery of Stock, other Awards, or a combination thereof (subject to
Section 11(l)), as determined by the Committee at the date of grant or thereafter.




(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination
of employment or service during the applicable deferral period or portion thereof to
which forfeiture conditions apply (as provided in the Award document evidencing the
Deferred Stock), all Deferred Stock that is at that time subject to such forfeiture
conditions shall be forfeited; provided that the Committee may provide, by rule or
regulation or in any Award document, or may determine in any individual case, that
restrictions or forfeiture conditions relating to Deferred Stock will lapse in whole or
in part, including in the event of terminations resulting from specified causes.
Deferred Stock subject to a risk of forfeiture may be called “restricted stock units” or
otherwise designated by the Committee.




(iii) Dividend Equivalents. Unless otherwise determined by the Committee, Dividend
Equivalents on the specified number of shares of Stock covered by an Award of Deferred
Stock shall be either (A) paid with respect to such Deferred Stock at the dividend
payment date in cash or in shares of unrestricted Stock having a Fair Market Value equal
to the amount of such dividends, or (B) deferred with respect to such Deferred Stock,
either as a cash deferral or with the amount or value thereof automatically deemed
reinvested in additional Deferred Stock, other Awards or other investment vehicles
having a Fair Market
Value equal to the amount of such dividends, as the Committee shall determine or
permit a Participant to elect.


 


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(f) Bonus Stock and Awards in Lieu of Obligations. The Committee is authorized to grant
Stock as a bonus, or to grant Stock or other Awards in lieu of obligations of the Company or a
subsidiary or affiliate to pay cash or deliver other property under the Plan or under other
plans or compensatory arrangements, subject to such terms as shall be determined by the
Committee.




(g) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to a
Participant, entitling the Participant to receive cash, Stock, other Awards, or other property
equivalent to all or a portion of the dividends paid with respect to a specified number of
 shares of Stock. Dividend Equivalents may be awarded on a free-standing basis or in
connection with another Award. The Committee may provide that Dividend Equivalents shall be
paid or distributed when accrued or shall be deemed to have been reinvested in additional
Stock, Awards, or other investment vehicles, and subject to restrictions on transferability,
risks of forfeiture and such other terms as the Committee may specify. Dividend Equivalents
shall not be granted in connection with Options and SARs in respect of any period prior to the
exercise of the Option or SAR.




(h) Other Stock-Based Awards. The Committee is authorized, subject to limitations under
applicable law, to grant to Participants such other Awards that may be denominated or payable
in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock or
factors that may influence the value of Stock, including, without limitation, convertible or
exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase
rights for Stock, Awards with value and payment contingent upon performance of the Company or
business units thereof or any other factors designated by the Committee, and Awards valued by
reference to the book value of Stock or the value of securities of or the performance of
specified subsidiaries or affiliates or other business units. The Committee shall determine
the terms and conditions of such Awards. Stock delivered pursuant to an Award in the nature
of a purchase right granted under this Section 6(h) shall be purchased for such consideration,
paid for at such times, by such methods, and in such forms, including, without limitation,
cash, Stock, other Awards, or other property, as the Committee shall determine. Cash awards,
as an element of or supplement to any other Award under the Plan, may also be granted pursuant
to this Section 6(h).




(i) Performance Awards. Performance Awards, denominated in cash or in Stock or other
Awards, may be granted by the Committee in accordance with Section 7.



7. Performance Awards, Including Annual Incentive Awards.




(a) Performance Awards Generally. The Committee is authorized to grant Performance
Awards on the terms and conditions specified in this Section 7. Performance Awards may be
denominated as a cash amount, number of shares of Stock, or specified number of other Awards
(or a combination) which may be earned upon achievement or satisfaction of performance
conditions specified by the Committee. In addition, the Committee may specify that any other
Award shall constitute a Performance Award by conditioning the right of a Participant to
exercise the Award or have it settled, and the timing thereof, upon achievement or
satisfaction of such performance conditions as may be specified by the Committee. The
Committee may use such business criteria and other measures of performance as it may deem
appropriate in establishing any performance conditions, and may reserve the right to exercise
its discretion to reduce or increase the amounts payable under any Award subject to
performance conditions, provided, however, (i) the reservation of discretion shall be limited
as specified under Sections 7(b) and 7(c) in the case of a Performance Award intended to
qualify as “performance-based compensation” under Code Section 162(m); and (ii), in the case
of any Performance Award denominated in shares at the grant date (i.e., an Award which
constitutes a share-based payment arrangement under award under Financial Accounting Standards
Board (FASB) Accounting Standards Codification 718 (“ASC
718”), no discretion to reduce or increase the amounts payable (except as provided under
Section 11(c)) shall be reserved unless such reservation of discretion is expressly stated by
the Committee at the time it acts to authorize or approve the grant of such Performance Award.


 


9









 






(b) Performance Awards Granted to Covered Employees. If the Committee determines that a
Performance Award to be granted to an Eligible Person who is designated by the Committee as
likely to be a Covered Employee should qualify as “performance-based compensation” for
purposes of Code Section 162(m), the grant, exercise and/or settlement of such Performance
Award shall be contingent upon achievement of a preestablished performance goal and other
terms set forth in this Section 7(b).




(i) Performance Goal Generally. The performance goal for such Performance Awards
shall consist of one or more business criteria and a targeted level or levels of
performance with respect to each of such criteria, as specified by the Committee
consistent with this Section 7(b). The performance goal shall be objective and shall
otherwise meet the requirements of Code Section 162(m) and regulations thereunder
(including Treasury Regulation § 1.162-27 and successor regulations thereto), including
the requirement that the level or levels of performance targeted by the Committee result
in the achievement of performance goals being “substantially uncertain.” The Committee
may determine that such Performance Awards shall be granted, exercised and/or settled
upon achievement of any one performance goal or that two or more of the performance
goals must be achieved as a condition to grant, exercise and/or settlement of such
Performance Awards. Performance goals may differ for Performance Awards granted to any
one Participant or to different Participants.




(ii) Business Criteria. One or more of the following business criteria for the
Company, on a consolidated basis, and/or for specified subsidiaries or affiliates or
other business units of the Company shall be used by the Committee in establishing
performance goals for such Performance Awards:




	 	(1)	 	net sales or revenues;
	 
	 	(2)	 	earnings measures, including earnings from operations,
earnings before or after taxes, earnings before or after interest,
depreciation, amortization, or extraordinary or special items;
	 
	 	(3)	 	net income or net income per common share (basic or
diluted);
	 
	 	(4)	 	return measures, including return on assets (gross or net),
return on investment, return on capital, or return on equity;
	 
	 	(5)	 	cash flow, free cash flow, cash flow return on investment
(discounted or otherwise), net cash provided by operations, or cash flow in
excess of cost of capital;
	 
	 	(6)	 	net economic profit (operating earnings minus a charge for
capital) or economic value created;
	 
	 	(7)	 	operating margin or profit margin;
	 
	 	(8)	 	shareholder value creation measures, including stock price
or total shareholder return;
	 
	 	(9)	 	dividend payout levels, including as a percentage of net
income; and
	 
	 	(10)	 	strategic business criteria, consisting of one or more
objectives based on meeting specified market penetration, geographic business
expansion goals, cost targets, total market capitalization, agency ratings of
financial strength, completion of capital and borrowing transactions,
business retention, new product development, customer satisfaction, employee
satisfaction, management of employment practices and employee benefits,
supervision of litigation and information technology, and goals relating to
acquisitions or divestitures of subsidiaries, affiliates or joint ventures.




 


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The targeted level or levels of performance with respect to such business criteria may
be established at such levels and in such terms as the Committee may determine, in its
discretion, including in absolute terms, as a goal relative to performance in prior
periods, or as a goal compared to the performance of one or more comparable companies or
an index covering multiple companies.




(iii) Performance Period; Timing for Establishing Performance Goals; Per-Person
Limit. Achievement of performance goals in respect of such Performance Awards shall be
measured over a performance period of up to one year or more than one year, as specified
by the Committee. A performance goal shall be established not later than the earlier of
(A) 90 days after the beginning of any performance period applicable to such Performance
Award or (B) the time 25% of such performance period has elapsed. In all cases, the
maximum Performance Award of any Participant shall be subject to the limitation set
forth in Section 5(b).




(iv) Performance Award Pool. The Committee may establish a Performance Award pool,
which shall be an unfunded pool, for purposes of measuring performance of the Company in
connection with Performance Awards. The amount of such Performance Award pool shall be
based upon the achievement of a performance goal or goals based on one or more of the
business criteria set forth in Section 7(b)(ii) during the given performance period, as
specified by the Committee in accordance with Section 7(b)(iii). The Committee may
specify the amount of the Performance Award pool as a percentage of any of such business
criteria, a percentage thereof in excess of a threshold amount, or as another amount
which need not bear a strictly mathematical relationship to such business criteria.




(v) Settlement of Performance Awards; Other Terms. Settlement of such Performance
Awards shall be in cash, Stock, other Awards or other property, in the discretion of the
Committee. Subject to Section 7(a), the Committee may, in its discretion, increase or
reduce the amount of a settlement otherwise to be made in connection with such
Performance Awards, but may not exercise discretion to increase any such amount payable
to a Covered Employee in respect of a Performance Award subject to this Section 7(b).
Any settlement which changes the form of payment from that originally specified shall be
implemented in a manner such that the Performance Award and other related Awards do not,
solely for that reason, fail to qualify as “performance-based compensation” for purposes
of Code Section 162(m). The Committee shall specify the circumstances (if any) in which
such Performance Awards shall be paid or forfeited in the event of termination of
employment by the Participant or other event (including a Change in Control) prior to
the end of a performance period.




(c) Annual Incentive Awards Granted to Covered Employees. The Committee may grant an
Annual Incentive Award to an Eligible Person who is designated by the Committee as likely to
be a Covered Employee. Such Annual Incentive Award will be intended to qualify as
“performance-based compensation” for purposes of Code Section 162(m), and therefore its grant,
exercise and/or settlement shall be contingent upon achievement of preestablished performance
goals and other terms set forth in this Section 7(c).




(i) Grant of Annual Incentive Awards. Not later than the applicable deadline
specified in Section 7(b)(iii), the Committee shall determine the Covered Employees who
will potentially receive Annual Incentive Awards, the amount(s) potentially payable
thereunder, and the performance period in which such amount(s) may be earned. The
amount(s) potentially payable as Annual Incentive Awards shall be based upon the
achievement of a performance goal or goals based on one or more of the business criteria
set forth in Section 7(b)(ii) in the given performance period, as specified by the
Committee. The Committee may designate an Annual Incentive Award pool as the means by
which Annual Incentive Awards
will be measured, which pool shall conform to the provisions of Section 7(b)(iv).
In such case, the portion of the Annual Incentive Award pool potentially payable to each
Covered Employee shall be preestablished by the Committee. The foregoing
notwithstanding, if any portion of the Annual Incentive pool for a given fiscal year is
not allocated and paid out for that year, the Committee, at any time after such fiscal
year, may allocate and pay out from such then-unallocated amounts of hypothetical
funding remaining an Award to any Eligible Person other than a Covered Employee, but
such allocations may not affect the allocations or payouts to any Covered Employee. In
all cases, the maximum Annual Incentive Award of any Participant shall be subject to the
limitation set forth in Section 5.


 


11









 






(ii) Payout of Annual Incentive Awards. After the end of each performance period,
the Committee shall determine the amount, if any, of the Annual Incentive Award for that
performance period payable to each Participant. Subject to Section 7(a), the Committee
may, in its discretion, determine that the amount payable to any Participant as a final
Annual Incentive Award shall be reduced from the amount of his or her potential Annual
Incentive Award, including a determination to make no final Award whatsoever, but may
not exercise discretion to increase any such amount. The Committee shall specify the
circumstances in which an Annual Incentive Award shall be paid or forfeited in the event
of termination of employment by the Participant or other event (including a Change in
Control) prior to the end of a performance period or settlement of such Annual Incentive
Award.




(d) Written Determinations. Determinations by the Committee as to the establishment of
performance goals, the amount potentially payable in respect of Performance Awards and Annual
Incentive Awards, the level of actual achievement of the specified performance goals relating
to Performance Awards and Annual Incentive Awards, the level of hypothetical funding of the
Annual Incentive Pool and the amount of any final Performance Award and Annual Incentive Award
shall be recorded in writing in the case of Performance Awards intended to qualify under
Section 162(m). Specifically, the Committee shall certify in writing, in a manner conforming
to applicable regulations under Section 162(m), prior to settlement of each such Award granted
to a Covered Employee, that the performance objective relating to the Performance Award and
other material terms of the Award upon which settlement of the Award was conditioned have been
satisfied.



8. Certain Provisions Applicable to Awards.




(a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under the
Plan may, in the discretion of the Committee, be granted either alone or in addition to, in
tandem with, or, subject to the restriction on repricing in Section 11(e), in substitution or
exchange for, any other Award or any award granted under another plan of the Company, any
subsidiary or affiliate, or any business entity to be acquired by the Company or a subsidiary
or affiliate, or any other right of a Participant to receive payment from the Company or any
subsidiary or affiliate; provided, however, that a 409A Award may not be granted in tandem
with a Non-409A Award. Awards granted in addition to or in tandem with other Awards or awards
may be granted either as of the same time as or a different time from the grant of such other
Awards or awards. Subject to Sections 11(k) and 11(l) and subject to the restriction on
repricing in Section 11(e), the Committee may determine that, in granting a new Award, the
in-the-money value or fair value of any surrendered Award or award may be applied to reduce
the exercise price of any Option, grant price of any SAR, or purchase price of any other
Award.




(b) Term of Awards. The term of each Award shall be for such period as may be determined
by the Committee, subject to the express limitations set forth in Sections 6(b)(ii) and
6(c)(ii) and elsewhere in the Plan.


 


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(c) Form and Timing of Payment under Awards; Deferrals. Subject to the terms of the Plan
(including Sections 11(k) and 11(l)) and any applicable Award document, payments to be made by
the Company or a subsidiary or affiliate upon the exercise of an Option or other Award or
settlement
of an Award may be made in such forms as the Committee shall determine, including,
without limitation, cash, Stock, other Awards or other property, and may be made in a single
payment or transfer, in installments, or on a deferred basis. The settlement of any Award may
be accelerated, and cash paid in lieu of Stock in connection with such settlement, in the
discretion of the Committee or upon occurrence of one or more specified events (subject to
Sections 11(k) and 11(l)). Installment or deferred payments may be required by the Committee
(subject to Section 11(e)) or permitted at the election of the Participant on terms and
conditions established by the Committee. Payments may include, without limitation, provisions
for the payment or crediting of reasonable interest on installment or deferred payments or the
grant or crediting of Dividend Equivalents or other amounts in respect of installment or
deferred payments denominated in Stock. In the case of any 409A Award that is vested and no
longer subject to a risk of forfeiture (within the meaning of Code Section 83), such Award
will be distributed to the Participant, upon application of the Participant, if the
Participant has had an unforeseeable emergency within the meaning of Code Sections
409A(a)(2)(A)(vi) and 409A(a)(2)(B)(ii), in accordance with Section 409A(a)(2)(B)(ii).




(d) No Personal Loans or Reloads. No term of an Award shall provide for a personal loan
to a Participant, including for payment of the exercise price of an Option or withholding
taxes relating to any Award. No term of an Award shall provide for automatic “reload” grants
of additional Awards upon exercise of an Option or SAR or otherwise as a term of an Award.




(e) Exemptions from Section 16(b) Liability. With respect to a Participant who is then
subject to the reporting requirements of Section 16(a) of the Exchange Act in respect of the
Company, the Committee shall implement transactions under the Plan and administer the Plan in
a manner that will ensure that each transaction with respect to such a Participant is exempt
from liability under Rule 16b-3 or otherwise not subject to liability under Section 16(b)),
except that this provision shall not apply to sales by such a Participant, and such a
Participant may engage in other non-exempt transactions under the Plan. The Committee may
authorize the Company to repurchase any Award or shares of Stock deliverable or delivered in
connection with any Award (subject to Sections 11(k) and 11(l)) in order to avoid a
Participant who is subject to Section 16 of the Exchange Act incurring liability under Section
16(b). Unless otherwise specified by the Participant, equity securities or derivative
securities acquired under the Plan which are disposed of by a Participant shall be deemed to
be disposed of in the order acquired by the Participant.



9. Change in Control.




(a) Effect of “Change in Control” on Non-Performance Based Awards.




(i) In the case of Awards granted before December 14, 2010, in the event of a “Change
in Control,” the following provisions shall apply to non-performance based Awards,
including Awards as to which performance conditions previously have been satisfied or are
deemed satisfied under Section 9(b), unless otherwise provided by the Committee in the Award
document or, subject to Section 11(e), the Executive Separation Policy or a successor policy
thereto (the “ESP”) in which a Participant participates or other agreement between the
Company and the Participant governing the Award:




	 	(A)	 	All deferral of settlement, forfeiture conditions and other
restrictions applicable to Awards shall lapse and such Awards shall be fully
payable as of the time of the Change in Control without regard to deferral and
vesting conditions, except to the extent of any waiver by the Participant or other
valid express election to defer beyond a Change in Control and subject to
applicable restrictions set forth in Section 11(a); provided, however, that, in the
case of a 409A Award, the end of any deferral period and settlement of the Award
shall occur only if the Change in Control is a 409A Change in Control as defined in
Section 11(k)(i)(E)(1) (but forfeiture conditions relating to such Award will
lapse), and any waiver or express election to defer such 409A Award shall be
subject to the terms of Section
11(k); and




 


13









 











	 	(B)	 	Any Award carrying a right to exercise that was not previously
exercisable and vested shall become fully exercisable and vested as of the time of
the Change in Control and shall remain exercisable and vested for the applicable
period provided under the Award agreement (i.e., provisions terminating the Award
at specified times following termination of employment will continue to apply) and
subject to applicable restrictions set forth in Section 11(a) and, in the case of a
409A Award, applicable restrictions in the Award Agreement which shall meet the
requirements of Section 11(k) and other requirements of Code Section 409A.






(ii) In the case of Awards granted on or after December 14, 2010, in the event that
the Participant’s employment is terminated by the Company or a subsidiary not for cause
within two years after a Change in Control, the following provisions shall apply to
non-performance based Awards, including Awards as to which performance conditions previously
have been satisfied or are deemed satisfied under Section 9(b), unless otherwise provided by
the Committee in the Award document or, subject to Section 11(e), the ESP if the Participant
is a participant in the ESP or other agreement between the Company and the Participant
governing the Award. For purposes of this Section 9(a)(ii), “cause” has the meaning as
defined in any employment or severance agreement between the Company or a subsidiary or
affiliate and the Participant then in effect or, if none, as defined under the ESP at the
time of grant of the Award:




	 	(A)	 	All deferral of settlement, forfeiture conditions and other
restrictions applicable to Awards shall lapse and such Awards shall be fully
payable as of the time of such termination without regard to deferral and vesting
conditions, except to the extent of any waiver by the Participant or other valid
express election to defer beyond such termination and subject to applicable
restrictions set forth in Section 11(a); provided, however, that, in the case of a
409A Award, the end of any deferral period and settlement of the Award shall be
subject to the terms of Section 11(k); and






	 	(B)	 	Any Award carrying a right to exercise that was not previously
exercisable and vested shall become fully exercisable and vested as of the time of
such termination and shall remain exercisable and vested for the applicable period
provided under the Award agreement (i.e., provisions terminating the Award at
specified times following termination of employment will continue to apply) and
subject to applicable restrictions set forth in Section 11(a) and, in the case of a
409A Award, applicable restrictions in the Award Agreement which shall meet the
requirements of Section 11(k) and other requirements of Code Section 409A.






(iii) In the case of an Option granted at any time, the Committee may, in its
discretion and the provisions of (i) and (ii) above notwithstanding, determine to extend
to a Participant who holds the Option the right to elect, in lieu of acquiring the shares
of Stock covered by such Option, to receive in cash the excess of the Fair Market Value
per share at the date the Company and the Participant have mutually agreed to the
surrender of the Award, multiplied by the number of shares of Stock covered by such Award,
such surrender to occur simultaneously with the Change in Control or at a date specified
by the Committee relating to the Change in Control; provided, however, that the extension
of this right to any Participant shall meet all requirements of Section 11(k) and other
requirements of Code Section 409A that apply to the particular Award.




(b) Effect of “Change in Control” on Performance-Based Awards. In the event of a “Change
in Control,” with respect to an outstanding Award subject to achievement of performance goals
and conditions, such performance goals and conditions shall be deemed to be met or exceeded if
and to the extent so provided by the Committee in the Award document governing such
Award or other agreement with the Participant. For any portion of a Performance Award
deemed earned in such case, the provisions of Section 9(a) will apply unless otherwise
provided in such Award document or, subject to Section 11(e), the ESP or other agreement
between the Company and the Participant governing the Award.


 


14









 






(c) Definition of “Change in Control.” A “Change in Control” shall be deemed to have
occurred if, after the Effective Date, there shall have occurred any of the following:




(i) Any “person,” as such term is used in Section 13(d) and 14(d) of the Exchange
Act (other than the Company, any trustee or other fiduciary holding securities under an
employee benefit plan of the Company, or any company owned, directly or indirectly, by
the shareholders of the Company in substantially the same proportions as their ownership
of stock of the Company), acquires voting securities of the Company and immediately
thereafter is a “50% Beneficial Owner.” For purposes of this provision, a “50%
Beneficial Owner” shall mean a person who is the “beneficial owner” (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of securities of the Company
representing 50% or more of the combined voting power of the Company’s then-outstanding
voting securities; provided, however, that the term “50% Beneficial Owner” shall not
include any person who shall become the beneficial owner of 50% or more of the combined
voting power of the Company’s then-outstanding voting securities solely as a result of
an acquisition by the Company of its voting securities, until such time thereafter as
such person shall become the beneficial owner (other than by means of a stock dividend
or stock split) of any additional voting securities and becomes a 50% Beneficial Owner
in accordance with this Section 9(c)(i);




(ii) Individuals who on January 1, 2010 constitute the Board, and any new director
(other than a director whose initial assumption of office is in connection with an
actual or threatened election consent, including but not limited to a consent
solicitation, relating to the election of directors of the Company) whose election by
the Board or nomination for election by the Company’s shareholders was approved by a
vote of at least two-thirds (2/3) of the directors then still in office who either were
directors on January 1, 2010 or whose election or nomination for election was previously
so approved or recommended, cease for any reason to constitute at least a majority
thereof;




(iii) There is consummated a merger, consolidation, recapitalization, or
reorganization of the Company, or a reverse stock split of any class of voting
securities of the Company, if, immediately following consummation of any of the
foregoing, either (A) individuals who, immediately prior to such consummation,
constitute the Board do not constitute at least a majority of the members of the board
of directors of the Company or the surviving or parent entity, as the case may be, or
(B) the voting securities of the Company outstanding immediately prior to such
recommendation do not represent (either by remaining outstanding or by being converted
into voting securities of a surviving or parent entity) at least 50% or more of the
combined voting power of the outstanding voting securities of the Company or such
surviving or parent entity; or




(iv) The shareholders of the Company have approved a plan of complete liquidation
of the Company and there occurs a distribution or other substantive step pursuant to
such plan of complete liquidation, or there is consummated an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets (or any
transaction have a similar effect), and in each case all material contingencies to the
completion of the transaction have been satisfied or waived.


 


15









 





10. Additional Award Forfeiture Provisions.




(a) Forfeiture of Options and Other Awards and Gains Realized Upon Prior Option Exercises
or Award Settlements. Unless otherwise determined by the Committee, each Award granted
hereunder shall be subject to the following additional forfeiture conditions, to which the
Participant, by accepting an Award hereunder, agrees. If any of the events specified in
Section 10(b)(i), (ii), or (iii) occurs (a “Forfeiture Event”), all of the following
forfeitures will result:




(i) The unexercised portion of the Option, whether or not vested, and any other
Award not then settled (except for an Award that has not been settled solely due to an
elective deferral by the Participant and otherwise is not forfeitable in the event of
any termination of service of the Participant) will be immediately forfeited and
canceled upon the occurrence of the Forfeiture Event; and




(ii) The Participant will be obligated to repay to the Company, in cash, within
five business days after demand is made therefor by the Company, the total amount of
Award Gain (as defined herein) realized by the Participant upon each exercise of an
Option or settlement of an Award (regardless of any elective deferral) that occurred on
or after (A) the date that is six months prior to the occurrence of the Forfeiture
Event, if the Forfeiture Event occurred while the Participant was employed by the
Company or a subsidiary or affiliate, or (B) the date that is six months prior to the
date the Participant’s employment by the Company or a subsidiary or affiliate
terminated, if the Forfeiture Event occurred after the Participant ceased to be so
employed. For purposes of this Section, the term “Award Gain” shall mean (i), in
respect of a given Option exercise, the product of (X) the Fair Market Value per share
of Stock at the date of such exercise (without regard to any subsequent change in the
market price of shares) minus the exercise price times (Y) the number of shares as to
which the Option was exercised at that date, and (ii), in respect of any other
settlement of an Award granted to the Participant, the Fair Market Value of the cash or
Stock paid or payable to the Participant (regardless of any elective deferral) less any
cash or the Fair Market Value of any Stock or property (other than an Award or award
which would have itself then been forfeitable hereunder and excluding any payment of tax
withholding) paid by the Participant to the Company as a condition of or in connection
such settlement. For purposes of this Section 10(a), an Award that is electively
deferred shall be treated as settled at the date it would have settled but for such
elective deferral.




(b) Events Triggering Forfeiture. The forfeitures specified in Section 10(a) will be
triggered upon the occurrence of any one of the following Forfeiture Events at any time during
the Participant’s employment by the Company or a subsidiary or affiliate or during the
one-year period following termination of such employment:




(i) The Participant, acting alone or with others, directly or indirectly, prior to
a Change in Control, (A) engages, either as employee, employer, consultant, advisor, or
director, or as an owner, investor, partner, or shareholder unless the Participant’s
interest is insubstantial, in any business in an area or region in which the Company
conducts business at the date the event occurs, which is directly in competition with a
business then conducted by the Company or a subsidiary or affiliate; (B) induces any
customer or supplier of the Company or a subsidiary or affiliate, or other company with
which the Company or a subsidiary or affiliate has a business relationship, to curtail,
cancel, not renew, or not continue his or her or its business with the Company or any
subsidiary or affiliate; or (C) induces, or attempts to influence, any employee of or
service provider to the Company or a subsidiary or affiliate to terminate such
employment or service. The Committee shall, in its discretion, determine which lines of
business the Company conducts on any particular date and which third parties may
reasonably be deemed to be in competition with the Company. For purposes of this
Section 10(b)(i), a Participant’s interest as a shareholder is insubstantial if it
represents beneficial ownership of less than five percent of the outstanding class
of stock, and a Participant’s interest as an owner, investor, or partner is
insubstantial if it represents ownership, as determined by the Committee in its
discretion, of less than five percent of the outstanding equity of the entity;


 


16









 






(ii) The Participant discloses, uses, sells, or otherwise transfers, except in the
course of employment with or other service to the Company or any subsidiary or
affiliate, any confidential or proprietary information of the Company or any subsidiary
or affiliate, including but not limited to information regarding the Company’s current
and potential customers, organization, employees, finances, and methods of operations
and investments, so long as such information has not otherwise been disclosed to the
public or is not otherwise in the public domain, except as required by law or pursuant
to legal process, or the Participant makes statements or representations, or otherwise
communicates, directly or indirectly, in writing, orally, or otherwise, or takes any
other action which may, directly or indirectly, disparage or be damaging to the Company
or any of its subsidiaries or affiliates or their respective officers, directors,
employees, advisors, businesses or reputations, except as required by law or pursuant to
legal process; or




(iii) The Participant fails to cooperate with the Company or any subsidiary or
affiliate by making himself or herself available to testify on behalf of the Company or
such subsidiary or affiliate in any action, suit, or proceeding, whether civil,
criminal, administrative, or investigative, or otherwise fails to assist the Company or
any subsidiary or affiliate in any such action, suit, or proceeding by providing
information and meeting and consulting with members of management of, other
representatives of, or counsel to, the Company or such subsidiary or affiliate, as
reasonably requested.




(c) Agreement Does Not Prohibit Competition or Other Participant Activities. Although
the conditions set forth in Section 10(a) and 10(b) shall be deemed to be incorporated into an
Award, a Participant is not thereby prohibited from engaging in an activity identified in
Section 10(b), including but not limited to competition with the Company and its subsidiaries
and affiliates. Rather, the non-occurrence of the Forfeiture Events set forth in Section
10(b) is a condition to the Participant’s right to realize and retain value from his or her
compensatory Options and Awards, and the consequence under the Plan if the Participant engages
in an activity giving rise to any such Forfeiture Event are the forfeitures specified herein.
The Company and the Participant shall not be precluded by this provision or otherwise from
entering into other agreements concerning the subject matter of Section 10(a) and 10(b).




(d) Forfeitures Resulting from Financial Reporting Misconduct. If the Company is
required to prepare an accounting restatement due to the material noncompliance of the
Company, as a result of misconduct, with any financial reporting requirement under the
securities laws, and if a Participant, knowingly or through gross negligence, caused or failed
to prevent such misconduct, the Participant (i) shall forfeit any Performance Award (including
any Annual Incentive Award) that was or would be deemed to be earned in whole or in part based
on performance during the period covered by the noncompliant financial report and during the
12-month period following the first public issuance or filing with the Securities and Exchange
Commission (whichever first occurs) of the non-compliant financial report; and (ii) shall
forfeit any other Award that was granted hereunder during the 12-month period following such
first public issuance or filing of the non-compliant financial report and thereafter until the
accounting restatement correcting such non-compliant financial report has been filed, and
(iii) shall forfeit any profits realized from the sale of shares during the 12-month period
following such first public issuance or filing if such shares were acquired upon exercise or
settlement of Awards. For purposes of this Section 10(d), (A) if an Award subject to
forfeiture has become vested or settled, the Participant will be liable to repay the Award
Gain (as defined above), (B) “profit” shall be calculated based on the excess of any selling
price of shares over the average market price of shares in the 20 trading days ending the day
before the first public issuance or filing of the non-compliant report, and (C) the term
“misconduct” and other terms shall
have meanings and be interpreted in a manner consistent with the meanings and
interpretation of such terms under Section 304 of the Sarbanes-Oxley Act of 2002.


 


17









 






(e) Clawback and Recoupment Provisions Required by Law. Subject to Section 11(e), any
clawback or recoupment provisions required under the Dodd-Frank Wall Street Reform and
Consumer Protection Act shall apply to Awards under the Plan.




(f) Committee Discretion. The Committee may, in its discretion, waive in whole or in
part the Company’s right to forfeiture under this Section, but no such waiver shall be
effective unless evidenced by a writing signed by a duly authorized officer of the Company.
In addition, the Committee may impose additional conditions on Awards, by inclusion of
appropriate provisions in the document evidencing or governing any such Award.



11. General Provisions.




(a) Compliance with Legal and Other Requirements. The Company may, to the extent deemed
necessary or advisable by the Committee and subject to Section 11(k), postpone the issuance or
delivery of Stock or payment of other benefits under any Award until completion of such
registration or qualification of such Stock or other required action under any federal or
state law, rule or regulation, listing or other required action with respect to any stock
exchange or automated quotation system upon which the Stock or other securities of the Company
are listed or quoted, or compliance with any other obligation of the Company, as the Committee
may consider appropriate, and may require any Participant to make such representations,
furnish such information and comply with or be subject to such other conditions as it may
consider appropriate in connection with the issuance or delivery of Stock or payment of other
benefits in compliance with applicable laws, rules, and regulations, listing requirements, or
other obligations.




(b) Limits on Transferability; Beneficiaries. No Award or other right or interest of a
Participant under the Plan shall be pledged, hypothecated or otherwise encumbered or subject
to any lien, obligation or liability of such Participant to any party (other than the Company
or a subsidiary or affiliate thereof), or assigned or transferred by such Participant, and
such Awards or rights that may be exercisable shall be exercised during the lifetime of the
Participant only by the Participant or his or her guardian or legal representative, except
that (i) Awards and related rights shall be transferred to a Participant’s Beneficiary or
Beneficiaries upon the death of the Participant, and (ii), subject to Section 11(k)(i)(H),
Awards and other rights (other than ISOs and SARs in tandem therewith) may be transferred to
one or more Beneficiaries during the lifetime of the Participant, and rights thereunder may be
exercised by such transferees in accordance with the terms of such Award, but only if and to
the extent such transfers are then permitted by the Committee and the Committee has determined
that there will be no transfer of the Award to a third party for value, and subject to any
terms and conditions which the Committee may impose thereon (including limitations the
Committee may deem appropriate in order that offers and sales under the Plan will meet
applicable requirements of registration forms under the Securities Act of 1933 specified by
the Securities and Exchange Commission). A Beneficiary or other person claiming any rights
under the Plan from or through any Participant shall be subject to all terms and conditions of
the Plan and any Award document applicable to such Participant, except as otherwise determined
by the Committee, and to any additional terms and conditions deemed necessary or appropriate
by the Committee.


 


18









 






(c) Adjustments. In the event that any large, special and non-recurring dividend or
other distribution (whether in the form of cash or property other than Stock),
recapitalization, forward or reverse split, Stock dividend, reorganization, merger,
consolidation, spin-off, combination, repurchase, share exchange, liquidation, dissolution or
other similar corporate transaction or event affects the Stock such that an adjustment is
determined by the Committee to be appropriate under the Plan, then the Committee shall, in
such manner as it may deem equitable, adjust any or all of (i)
the number and kind of shares of Stock which may be delivered in connection with Awards
granted thereafter, including all applicable limitations specified in Section 4(a), (ii) the
number and kind of shares of Stock by which annual per-person Award limitations are measured
under Section 5(b), (iii) the number and kind of shares of Stock subject to or deliverable in
respect of outstanding Awards and (iv) the exercise price, grant price or purchase price
relating to any Award or, if deemed appropriate, the Committee may make provision for a
payment of cash or property to the holder of an outstanding Award (subject to Section 11(l)).
In furtherance of the foregoing, a Participant shall have a legal right to an adjustment to an
outstanding Award which constitutes a “share-based payment arrangement” in the event of an
“equity restructuring,” as such terms are defined under ASC 718, which adjustment shall
preserve without enlarging the value of the Award to the Participant. In addition, the
Committee is authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards (including Performance Awards and performance goals and any hypothetical
funding pool relating thereto) in recognition of unusual or nonrecurring events (including,
without limitation, events described in the preceding sentence, as well as acquisitions and
dispositions of businesses and assets) affecting the Company, any subsidiary or affiliate or
other business unit, or the financial statements of the Company or any subsidiary or
affiliate, or in response to changes in applicable laws, regulations, accounting principles,
tax rates and regulations or business conditions or in view of the Committee’s assessment of
the business strategy of the Company, any subsidiary or affiliate or business unit thereof,
performance of comparable organizations, economic and business conditions, personal
performance of a Participant, and any other circumstances deemed relevant; provided that no
such adjustment shall be authorized or made if and to the extent that the existence of such
authority (i) would cause Options, SARs, or Performance Awards granted under Section 8 to
Participants designated by the Committee as Covered Employees and intended to qualify as
“performance-based compensation” under Code Section 162(m) and regulations thereunder to
otherwise fail to qualify as “performance-based compensation” under Code Section 162(m) and
regulations thereunder, or (ii) would cause the Committee to be deemed to have authority to
change the targets, within the meaning of Treasury Regulation § 1.162-27(e)(4)(vi), under the
performance goals relating to Options or SARs granted to Covered Employees and intended to
qualify as “performance-based compensation” under Code Section 162(m) and regulations
thereunder.




(d) Tax Provisions.




(i) Withholding. The Company and any subsidiary or affiliate is authorized to
withhold from any Award granted, any payment relating to an Award under the Plan,
including from a distribution of Stock, or any payroll or other payment to a
Participant, amounts of withholding and other taxes due or potentially payable in
connection with any transaction involving an Award, and to take such other action as the
Committee may deem advisable to enable the Company and Participants to satisfy
obligations for the payment of withholding taxes and other tax obligations relating to
any Award. This authority shall include authority to withhold or receive Stock or other
property and to make cash payments in respect thereof in satisfaction of a Participant’s
withholding obligations, either on a mandatory or elective basis in the discretion of
the Committee. Other provisions of the Plan notwithstanding, only the minimum amount of
Stock deliverable in connection with an Award necessary to satisfy statutory withholding
requirements will be withheld.




(ii) Required Consent to and Notification of Code Section 83(b) Election. No
election under Section 83(b) of the Code (to include in gross income in the year of
transfer the amounts specified in Code Section 83(b)) or under a similar provision of
the laws of a jurisdiction outside the United States may be made unless expressly
permitted by the terms of the Award document or by action of the Committee in writing
prior to the effectiveness of such election. In any case in which a Participant is
permitted to make such an election in connection with an Award, the Participant shall
notify the Company of such election within ten days of filing notice of the election
with the Internal Revenue Service or other governmental
authority, in addition to any filing and notification required pursuant to
regulations issued under Code Section 83(b) or other applicable provision.


 


19









 






(iii) Requirement of Notification Upon Disqualifying Disposition Under Code Section
421(b). If any Participant shall make any disposition of shares of Stock delivered
pursuant to the exercise of an ISO under the circumstances described in Code Section
421(b) (relating to certain disqualifying dispositions), such Participant shall notify
the Company of such disposition within ten days thereof.




(e) Changes to the Plan and Awards. The Board may amend, suspend or terminate the Plan
or the Committee’s authority to grant Awards under the Plan without the consent of
shareholders or Participants; provided, however, that any amendment to the Plan shall be
submitted to the Company’s shareholders for approval not later than the earliest annual
meeting for which the record date is after the date of such Board action if such shareholder
approval is required by any federal or state law or regulation or the rules of the New York
Stock Exchange or if such amendment would materially increase the number of shares reserved
for issuance and delivery under the Plan, and the Board may otherwise, in its discretion,
determine to submit other amendments to the Plan to shareholders for approval. The Committee
is authorized to amend outstanding Awards, except as limited by the Plan. The Board and
Committee may not amend outstanding Awards (including by means of an amendment to the Plan)
without the consent of an affected Participant if such amendment would materially and
adversely affect the rights of such Participant under any outstanding Award (for this purpose,
actions that alter the timing of federal income taxation of a Participant will not be deemed
material unless such action results in an income tax penalty materially adverse to the
Participant, and any discretion reserved by the Board or Committee with respect to an Award is
not limited by this provision). Without the approval of shareholders, the Committee will not
amend or replace previously granted Options or SARs in a transaction that constitutes a
“repricing,” which for this purpose means any of the following or any other action that has
the same effect:




	 	•	 	Lowering the exercise price of an Option or SAR after it is granted;






	 	•	 	Any other action that is treated as a repricing under generally accepted accounting
principles;






	 	•	 	Canceling an Option or SAR at a time when its exercise price exceeds the fair market
value of the underlying Stock, in exchange for another Option or SAR, restricted stock,
other equity, cash or other property;






provided, however, that the foregoing transactions shall not be deemed a repricing if pursuant
to an adjustment authorized under Section 11(c). The Committee shall have no authority to
waive or modify any other Award term after the Award has been granted to the extent that the
waived or modified term would be then mandatory for a new Award of the same type under the
Plan.




(f) Right of Setoff. The Company or any subsidiary or affiliate may, to the extent
permitted by applicable law and subject to Section 11(k), deduct from and set off against any
amounts the Company or a subsidiary or affiliate may owe to the Participant from time to time,
including amounts payable in connection with any Award, owed as wages, fringe benefits, or
other compensation owed to the Participant, such amounts as may be owed by the Participant to
the Company, including but not limited to amounts owed under Section 10(a), although the
Participant shall remain liable for any part of the Participant’s payment obligation not
satisfied through such deduction and setoff. By accepting any Award granted hereunder, the
Participant agrees to any deduction or setoff under this Section 11(f).


 


20









 






(g) Unfunded Status of Awards; Creation of Trusts. The Plan is intended to constitute an
“unfunded” plan for incentive and deferred compensation. With respect to any payments not yet
made to a Participant or obligation to deliver Stock pursuant to an Award, nothing contained
in the
Plan or any Award shall give any such Participant any rights that are greater than those
of a general creditor of the Company; provided that the Committee may authorize the creation
of trusts and deposit therein cash, Stock, other Awards or other property, or make other
arrangements to meet the Company’s obligations under the Plan. Such trusts or other
arrangements shall be consistent with the “unfunded” status of the Plan unless the Committee
otherwise determines with the consent of each affected Participant.




(h) Nonexclusivity of the Plan. Neither the adoption of the Plan by the Board nor its
submission to the shareholders of the Company for approval shall be construed as creating any
limitations on the power of the Board or a committee thereof to adopt such other incentive
arrangements, apart from the Plan, as it may deem desirable, including incentive arrangements
and awards which do not qualify under Code Section 162(m), and such other arrangements may be
either applicable generally or only in specific cases.




(i) Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined
by the Committee, in the event of a forfeiture of an Award with respect to which a Participant
paid cash consideration, the Participant shall be repaid the amount of such cash
consideration. No fractional shares of Stock shall be issued or delivered pursuant to the
Plan or any Award. The Committee shall determine whether cash, other Awards or other property
shall be issued or paid in lieu of such fractional shares or whether such fractional shares or
any rights thereto shall be forfeited or otherwise eliminated.




(j) Compliance with Code Section 162(m). It is the intent of the Company that Options
and SARs granted to Covered Employees and other Awards designated as Awards to Covered
Employees subject to Section 7 shall constitute qualified “performance-based compensation”
within the meaning of Code Section 162(m) and regulations thereunder, unless otherwise
determined by the Committee at the time of allocation of an Award. Accordingly, the terms of
Sections 7(b), (c), and (d), including the definitions of Covered Employee and other terms
used therein, shall be interpreted in a manner consistent with Code Section 162(m) and
regulations thereunder. The foregoing notwithstanding, because the Committee cannot determine
with certainty whether a given Participant will be a Covered Employee with respect to a fiscal
year that has not yet been completed, the term Covered Employee as used herein shall mean only
a person designated by the Committee as likely to be a Covered Employee with respect to a
specified fiscal year. If any provision of the Plan or any Award document relating to a
Performance Award that is designated as intended to comply with Code Section 162(m) does not
comply or is inconsistent with the requirements of Code Section 162(m) or regulations
thereunder, such provision shall be construed or deemed amended to the extent necessary to
conform to such requirements, and no provision shall be deemed to confer upon the Committee or
any other person discretion to increase the amount of compensation otherwise payable in
connection with any such Award upon attainment of the applicable performance objectives.


 


21









 






(k) Certain Limitations on Awards to Ensure Compliance with Code Section 409A.




(i) 409A Awards and Deferrals. Other provisions of the Plan notwithstanding, the terms
of any 409A Award, including any authority of the Company and rights of the Participant with
respect to the 409A Award, shall be limited to those terms permitted under Code Section
409A, and any terms not permitted under Code Section 409A shall be automatically modified
and limited to the extent necessary to conform with Section 409A but only to the extent that
such modification or limitation is permitted under Code Section 409A and the regulations and
guidance issued thereunder. The following rules will apply to 409A Awards:




	 	(A)	 	Elections. If a Participant is permitted to elect to defer
compensation and in lieu thereof receive an Award, or is permitted to elect to
defer any payment under an Award, such election will be permitted only in
accordance with the provisions
specified in Section 5(b) of the Company’s Deferred Compensation Plan, as
amended and restated October 8, 2007 (as from time to time may be amended),
subject to any additional limitations as may be necessary for compliance with
Code Section 409A;






	 	(B)	 	Changes in Distribution Terms. The Committee may, in its
discretion, require or permit on an elective basis a change in the distribution
terms applicable to 409A Awards (and Non-409A Awards that qualify for the
short-term deferral exemption under Code Section 409A) in accordance with, and
to the fullest extent permitted by, applicable Internal Revenue Service
guidance under Code Section 409A;






	 	(C)	 	Exercise and Distribution. Except as provided in Section
11(k)(i)(D) hereof, no 409A Award shall be exercisable (if the exercise would
result in a distribution) or otherwise distributable to a Participant (or his
or her beneficiary) except upon the occurrence of one of the following (or a
date related to the occurrence of one of the following), which must be
specified in a written document governing such 409A Award and otherwise meet
the requirements of Treasury Regulation § 1.409A-3:






	 	(1)	 	Specified Time. A specified time or a fixed
schedule.






	 	(2)	 	Separation from Service. The Participant’s
separation from service (within the meaning of Treasury Regulation §
1.409A-1(h) and other applicable rules under Code Section 409A); provided,
however, that if the Participant is a “specified employee” under Treasury
Regulation § 1.409A-1(i), settlement under this Section 11(k)(i)(C)(2)
shall instead occur at the expiration of the six-month period following
separation from service under Section 409A(a)(2)(B)(i). During such
six-month delay period, no acceleration of settlement may occur, except
(1) acceleration shall occur in the event of death of the Participant,
(2), if the distribution date was specified as the earlier of separation
from service or a fixed date and the fixed date falls within the delay
period, the distribution shall be triggered by the fixed date, and (3)
acceleration may be permitted otherwise if and to the extent permitted
under Section 409A. In the case of installments, this delay shall not
affect the timing of any installment otherwise payable after the six-month
delay period. With respect to any 409A Award, a reference in any
agreement or other governing document to a “termination of employment”
which triggers a distribution shall be deemed to mean a “separation from
service” within the meaning of Treasury Regulation § 1.409A-1(h).






	 	(3)	 	Death. The death of the Participant; provided,
however, that unless a specific time otherwise is stated for payment of a
409A Award upon death, such payment shall occur in the calendar year in
which falls the 30th day after death.






	 	(4)	 	Disability. The date the Participant has experienced
a 409A Disability (as defined below).






	 	(5)	 	409A Change in Control. The occurrence of a 409A
Change in Control (as defined below);




 


22









 











	 	(D)	 	No Acceleration. The exercise or distribution of a 409A Award
may not be accelerated prior to the time specified in accordance with Section
11(k)(i)(D) hereof, except in the case of one of the following events:






	 	(1)	 	Unforeseeable Emergency. The occurrence of an
Unforeseeable Emergency, as defined below, but only if the net amount
payable upon such settlement does
not exceed the amounts necessary to relieve such emergency plus amounts
necessary to pay taxes reasonably anticipated as a result of the
settlement, after taking into account the extent to which the emergency is
or may be relieved through reimbursement or compensation from insurance or
otherwise or by liquidation of the Participant’s other assets (to the
extent such liquidation would not itself cause severe financial hardship),
or by cessation of deferrals under the Plan. Upon a finding that an
Unforeseeable Emergency has occurred with respect to a Participant, any
election of the Participant to defer compensation that will be earned in
whole or part by services in the year in which the emergency occurred or
is found to continue will be immediately cancelled.






	 	(2)	 	Domestic Relations Order. The 409A Award may permit
the acceleration of the exercise or distribution time or schedule to an
individual other than the Participant as may be necessary to comply with
the terms of a domestic relations order (as defined in Section 414(p)(1)(B)
of the Code).






	 	(3)	 	Conflicts of Interest. Such 409A Award may permit the
acceleration of the settlement time or schedule as may be necessary to
comply with an ethics agreement with the Federal government or to comply
with a Federal, state, local or foreign ethics law or conflict of interest
law in compliance with Treasury Regulation § 1.409A-3(j)(4)(iii).






	 	(4)	 	Change. The Committee may exercise the discretionary
right to accelerate the lapse of the substantial risk of forfeiture of any
unvested compensation deemed to be a 409A Award upon a 409A Change in
Control or to terminate the Plan upon or within 12 months after a 409A
Change in Control, or otherwise to the extent permitted under Treasury
Regulation § 1.409A-3(j)(4)(ix), or accelerate settlement of such 409A
Award in any other circumstance permitted under Treasury Regulation §
1.409A-3(j)(4);






	 	(E)	 	Definitions. For purposes of this Section 11(k), the following
terms shall be defined as set forth below:






	 	(1)	 	“409A Change in Control” shall be deemed to have
occurred if, in connection with a Change in Control (as defined in Section
9(c)), there occurs a change in the ownership of the Company, a change in
effective control of the Company, or a change in the ownership of a
substantial portion of the assets of the Company (as defined in Treasury
Regulation § 1.409A-3(i)(5)).






	 	(2)	 	“409A Disability” means an event which results in the
Participant being (i) unable to engage in any substantial gainful activity
by reason of any medically determinable physical or mental impairment that
can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (ii), by reason of any
medically determinable physical or mental impairment that can be expected
to result in death or can be expected to last for a continuous period of
not less than 12 months, receiving income replacement benefits for a period
of not less than three months under an accident and health plan covering
employees of the Company or its subsidiaries.




 


23









 











	 	(3)	 	“Unforeseeable Emergency” means a severe financial
hardship to the Participant resulting from an illness or accident of the
Participant, the Participant’s spouse, or a dependent (as defined in Code
Section 152, without
regard to Code Sections 152(b)(1), (b)(2), and (d)(1)(B)) of the
Participant, loss of the Participant’s property due to casualty, or
similar extraordinary and unforeseeable circumstances arising as a result
of events beyond the control of the Participant, and otherwise meeting the
definition set forth in Treasury Regulation § 1.409A-3(i)(3).






	 	(F)	 	Time of Distribution. In the case of any distribution of a
409A Award, if the timing of such distribution is not otherwise specified in
the Plan or an Award agreement or other governing document, the distribution
shall be made within 60 days after the date at which the settlement of the
Award is specified to occur. In the case of any distribution of a 409A Award
during a specified period following a settlement date, the maximum period shall
be 90 days, and the Participant shall have no influence (other than permitted
deferral elections) on any determination as to the tax year in which the
distribution will be made during any period in which a distribution may be
made;






	 	(G)	 	Determination of “Specified Employee.” For purposes of a
distribution under Section 11(k)(i)(C)(2), status of a Participant as a
“specified employee” shall be determined annually under the Company’s
administrative procedure for such determination for purposes of all plans
subject to Code Section 409A.






	 	(H)	 	Non-Transferability. The provisions of Section 11(b)
notwithstanding, no 409A Award or right relating thereto shall be subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
attachment, or garnishment by creditors of the Participant or creditors of the
Participant’s Beneficiary.






	 	(I)	 	Limitation on Setoffs. If the Company has a right of setoff
that could apply to a 409A Award, such right may only be exercised at the time
the 409A Award would have been distributed to the Participant or his or her
Beneficiary, and may be exercised only as a setoff against an obligation that
arose not more than 30 days before and within the same year as the distribution
date if application of such setoff right against an earlier obligation would
not be permitted under Code Section 409A.






	 	(J)	 	409A Rules Do Not Constitute Waiver of Other Restrictions. The
rules applicable to 409A Awards under this Section 11(k)(i) constitute further
restrictions on terms of Awards set forth elsewhere in this Plan. Thus, for
example, a 409A Option/SAR shall be subject to restrictions, including
restrictions on rights otherwise specified in Section 6(b) or 6(c), in order
that such Award shall not result in constructive receipt of income before
exercise or tax penalties under Code Section 409A.






(ii) Separate Payments. Unless otherwise specified in the applicable Award agreement,
each vesting tranche of an Award shall be deemed to be a separate payment for purposes of
Code Section 409A, and any portion of a vesting tranche that would vest on a pro rata basis
in the event of a separation from service on December 31 of a given year, and the remaining
portion of such vesting tranche that would not so vest, each shall be deemed to be a
separate payment for purposes of Code Section 409A.




(iii) Distributions Upon Vesting. In the case of any Non-409A Award providing for a
distribution upon the lapse of a substantial risk of forfeiture, if the timing of such
distribution (compliant with Section 409A) is not otherwise specified in the Plan or an
Award agreement or other governing document, the distribution shall be made not later than
March 15 of the year following the year in which the substantial risk of forfeiture lapsed,
and if a determination regarding the level of earning of an Award is to be made promptly
following the end of a calendar-year performance year and constitutes the event upon which
all substantial risk of forfeiture shall



lapse, then the determination of the level of achievement of performance and the
distribution shall be made between January 1 and March 15 of the year following the
performance year In all cases, the Participant shall have no influence on any determination
as to the tax year in which the distribution will be made.


 


24









 






(iv) Limitation on Adjustments. Any adjustment under Section 11(c) shall be
implemented in a way that complies with applicable requirements under Section 409A so that
Non-409A Option/SARs do not, due to the adjustment, become 409A Awards, and otherwise so
that no adverse consequences under Section 409A result to Participants. (v)Release or Other
Termination Agreement. If the Company requires a Participant to execute a release,
non-competition, or other agreement as a condition to receipt of a payment upon or following
a termination of employment, the Company will supply to the Participant a form of such
release or other document not later than the date of the Participant’s termination of
employment, which must be returned within the minimum time period required by law and must
not be revoked by the Participant within the applicable time period (if any) for revocation
in order for the Participant to satisfy any such condition. If any amount payable during a
fixed period following termination of employment is subject to such a requirement and the
fixed period would begin in one tax year and end in the next tax year, the Company, in
determining the time of payment of any such amount, will not be influenced by the timing of
any action of the Participant including execution of such a release or other document and
expiration of any revocation period. In particular, the Company will be entitled in its
discretion to deposit any such payment in escrow during either year comprising such fixed
period, so that such deposited amount is constructively received and taxable income to the
Participant upon deposit but with distribution from such escrow remaining subject to the
Participant’s execution and non-revocation of such release or other document.




(v) Limit on Authority to Amend. The authority to adopt amendments under Section 11(e)
does not include authority to take action by amendment that would have the effect of causing
Awards to fail to meet applicable requirements of Section 409A.




(vi) Scope and Application of this Provision. For purposes of this Section 11(k),
references to a term or event (including any authority or right of the Company or a
Participant) being “permitted” under Code Section 409A mean that the term or event will not
cause the Participant to be deemed to be in constructive receipt of compensation relating to
the 409A Award prior to the distribution of cash, shares or other property or to be liable
for payment of interest or a tax penalty under Section 409A.




(l) Certain Limitations Relating to Accounting Treatment of Awards. Other provisions of
the Plan notwithstanding, the Committee’s authority under the Plan (including under Sections
8(c), 8(d), 11(c) and 11(d)) is limited to the extent necessary to ensure that any Award of a
type that the Committee has intended to be “share-based equity” (and not a “share-based
liability”) subject to fixed accounting with a measurement date at the date of grant under ASC
718 shall not be deemed a share-based liability (subject to “variable” accounting) solely due
to the existence of such authority, unless the Committee specifically determines that the
Award shall remain outstanding as a share-based liability (i.e., subject to such “variable”
accounting).




(m) Governing Law. The validity, construction, and effect of the Plan, any rules and
regulations relating to the Plan and any Award document shall be determined in accordance with
the laws of the State of New York, without giving effect to principles of conflicts of laws,
and applicable provisions of federal law.


 


25









 






(n) Awards to Participants Outside the United States. The Committee may modify the terms
of any Award under the Plan made to or held by a Participant who is then resident or primarily
employed outside of the United States or is subject to taxation by a non-U.S. jurisdiction in
any manner deemed by the Committee to be necessary or appropriate in order that such Award
shall
conform to laws, regulations, sound business practices and customs of the country in
which the Participant is then resident or primarily employed, or so that the value and other
benefits of the Award to the Participant, as affected by foreign tax laws and other
restrictions applicable as a result of the Participant’s residence or employment abroad shall
be comparable to the value of such an Award to a Participant who is resident or primarily
employed in the United States. An Award may be modified under this Section 11(n) in a manner
that is inconsistent with the express terms of the Plan, so long as such modifications will
not contravene any applicable law or regulation or result in actual liability under Section
16(b) for the Participant whose Award is modified.




(o) Limitation on Rights Conferred under Plan. Neither the Plan nor any action taken
hereunder shall be construed as (i) giving any Eligible Person or Participant the right to
continue as an Eligible Person or Participant or in the employ or service of the Company or a
subsidiary or affiliate or in any particular office or position, (ii) interfering in any way
with the right of the Company or a subsidiary or affiliate to terminate any Eligible Person’s
or Participant’s employment or service at any time, (iii) giving an Eligible Person or
Participant any claim to be granted any Award under the Plan or to be treated uniformly with
other Participants and employees, or (iv) conferring on a Participant any of the rights of a
shareholder of the Company unless and until the Participant is duly issued or transferred
 shares of Stock in accordance with the terms of an Award or an Option is duly exercised.
Except as expressly provided in the Plan and an Award document, neither the Plan nor any Award
document shall confer on any person other than the Company and the Participant any rights or
remedies thereunder. Any Award shall not be deemed compensation for purposes of computing
benefits under any retirement plan of the Company or any subsidiary or affiliate and shall not
affect any benefits under any other benefit plan at any time in effect under which the
availability or amount of benefits is related to the level of compensation (unless required by
such other plan or arrangement with specific reference to Awards under this Plan).




(p) Severability; Entire Agreement. If any of the provisions of this Plan or any Award
document is finally held to be invalid, illegal or unenforceable (whether in whole or in
part), such provision shall be deemed modified to the extent, but only to the extent, of such
invalidity, illegality or unenforceability, and the remaining provisions shall not be affected
thereby; provided, that, if any of such provisions is finally held to be invalid, illegal, or
unenforceable because it exceeds the maximum scope determined to be acceptable to permit such
provision to be enforceable, such provision shall be deemed to be modified to the minimum
extent necessary to modify such scope in order to make such provision enforceable hereunder.
The Plan and any Award documents contain the entire agreement of the parties with respect to
the subject matter thereof and supersede all prior agreements, promises, covenants,
arrangements, communications, representations and warranties between them, whether written or
oral with respect to the subject matter thereof.


 


26









 






(q) Plan Effective Date and Termination; Effect on Other Plans. The Plan shall become
effective if, and at such time as, the shareholders of the Company have approved it by a
majority of the votes cast at a meeting of shareholders by the holders of shares entitled to
vote thereon, provided that the total vote cast on the proposal (both for and against)
represents over 50% in interest of all securities entitled to vote on the proposal. The date
of such shareholder approval shall be the Effective Date. Upon such approval of the Plan by
the shareholders of the Company, no new awards shall be granted under the 2000 Plan and the
2000 Supplemental Stock Incentive Plan, but any outstanding awards under those preexisting
plans shall continue in accordance with their terms (and any authority to amend those awards
shall continue under those preexisting plans). Unless earlier terminated by action of the
Board of Directors, the authority to make new grants under this Plan shall terminate on the
date that is ten years after the latest date upon which shareholders of the Company have
approved the Plan, and the Plan will remain in effect until such time as no Stock remains
available for delivery under the Plan and the Company has no further rights or obligations
under the Plan with respect to outstanding Awards under the Plan. This amendment and
restatement of the Plan became effective on December 14, 2010.




 


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