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    Exhibit 10(iii)(c)



 




    COMMERCIAL
    METALS COMPANY

    



 




    2006 CASH
    INCENTIVE PLAN



 




    Purpose



 



    The purpose of the Commercial Metals Company 2006 Cash Incentive
    Plan (the “Plan”) is to advance the interests of
    Commercial Metals Company (the “Company”) and its
    stockholders by (a) providing certain employees of the
    Company and its Subsidiaries (as hereinafter defined) incentive
    compensation which is tied to the achievement of pre-established
    and objective performance goals, (b) identifying and
    rewarding superior performance and providing competitive
    compensation to attract, motivate, and maintain employees who
    have outstanding skills and abilities and who achieve superior
    performance, and (c) fostering accountability and teamwork
    throughout the Company.



 



    The Plan is intended to provide Participants (as hereinafter
    defined) with incentive compensation which is not subject to the
    deduction limitation rules prescribed under Section 162(m)
    of the Internal Revenue Code of 1986, as amended (the
    “Code”), and should be construed to the extent
    possible as providing for remuneration which is
    “performance-based compensation” within the meaning of
    Section 162(m) of the Code and the treasury regulations
    promulgated thereunder.



 




    Article I

    



 




    Definitions



 



    For the purposes of this Plan, unless the context requires
    otherwise, the following terms shall have the meanings indicated:



 



    “Award” means a grant of Incentive Compensation
    that may be paid to an Eligible Employee upon the satisfaction
    of specified Performance Goal(s) for a particular Performance
    Period; such Performance Period may be a period of less than a
    Fiscal Year (e.g., six months, a “Short-Term Cash Bonus
    Award”), a period equal to a Fiscal Year (an “Annual
    Cash Bonus Award”), or a period in excess of a Fiscal Year
    (e.g., three Fiscal Years, a “Long-Term Cash Bonus
    Award”).



 



    “Base Pay” means for a Performance Period with
    a duration equal to or less than a Fiscal Year a
    Participant’s highest annualized rate of base salary during
    such Performance Period or, for a Performance Period with a
    duration longer than a Fiscal Year, a Participant’s
    annualized rate of base salary as of the first day of the
    Performance Period, each according to the books and records of
    the Company, excluding overtime, commissions, bonuses,
    disability pay, any Incentive Compensation paid to the
    Participant, or any other payment in the nature of a bonus or
    compensation paid under any other employee plan, contract,
    agreement, or program.



 



    “Board” means the Board of Directors of the
    Company.



 



    “Business Unit” means any segment or operating
    or administrative unit, including geographical unit, of the
    Company identified by the Committee as a separate business unit,
    or a Subsidiary identified by the Committee as a separate
    business unit.



 



    “Business Unit Performance Goals” means the
    Performance Goals established for each Business Unit in
    accordance with Sections 4.1 and 4.2 below
    for any Performance Period.



 



    “Change in Control” means a “change in
    control” as defined in the Commercial Metals Company 2006
    Long-Term Equity Incentive Plan.



 



    “Chief Executive Officer” or
    “CEO” means the chief executive officer of the
    Company.



 



    “Code” means the Internal Revenue Code of 1986,
    as amended.




    

    1








 






    “Committee” means the Compensation Committee of
    the Board, which shall consist of two or more “outside
    directors” within the meaning of Section 162(m) of the
    Code.



 



    “Company” means Commercial Metals Company, a
    Delaware corporation.



 



    “Company Performance Goals” means the
    Performance Goals established for the Company in accordance with
    Sections 4.1 and 4.3 below for any
    Performance Period.



 



    “Covered Employee” shall have the same meaning
    as the term “covered employee” (or its counterpart, as
    such term may be changed from time to time) contained in the
    treasury regulations promulgated under Section 162(m) of
    the Code, or their respective successor provision or provisions,
    that being an employee for whom the limitation on deductibility
    for compensation pursuant to Section 162(m) of the Code is
    applicable.



 



    “Disability” means absence from active
    employment after exhaustion of short-term disability benefits
    and failure to return to active employment within the time
    period specified in the Company’s short-term disability
    policy.



 



    “EBIT” means, for the Company or any
    Subsidiary, the net earnings of that entity before deductions by
    the entity for interest and income tax expenses.



 



    “EBITDA” means, for the Company or any
    Subsidiary, the net earnings of that entity before deductions by
    the entity for interest, income taxes, depreciation and
    amortization expenses.



 



    “Eligible Employee” shall mean any employee of
    the Company or any Subsidiary.



 



    “FIFO Net Earnings” means net earnings
    calculated using the first in, first out inventory costing
    principle for all inventories.



 



    “Fiscal Year” means the fiscal year of the
    Company, which is the twelve-month
    (12-month)
    period ending on August 31 of each calendar year.



 



    “Incentive Compensation” means the compensation
    approved by the Committee to be paid to a Participant for any
    Performance Period under the Plan.



 



    “LIFO Net Earnings” means net earnings
    calculated using the last in, first out inventory costing
    principle for all inventories.



 



    “Maximum Achievement” means, for a Participant
    for any Performance Period, the maximum level of achievement of
    a set of Performance Goals required for Incentive Compensation
    to be paid which shall be a specified percentage of the
    Participant’s Base Pay with respect to such set of
    Performance Goals, determined by the Committee in accordance
    with Section 4.1 below.



 



    “Operating Profit” means FIFO Net Earnings
    before income taxes interest (both internal and external) and
    program/discount fees and expenses.



 



    “Participant” means an employee of the Company
    or a Subsidiary who satisfies the eligibility requirements of
    Article III of the Plan and who is selected by the
    Committee to participate in the Plan for any Performance Period.



 



    “Performance Goals” means the Company
    Performance Goals and Business Unit Performance Goals
    established by the Committee for the Company and each Business
    Unit for any Performance Period, as provided in
    Sections 4.1, 4.2 and 4.3 below.



 



    “Performance Period” means the period selected
    by the Committee for the payment of Incentive Compensation.
    Unless the Committee, in its discretion, specifies other
    Performance Periods for the payment of Incentive Compensation
    hereunder, the Performance Period shall be a Fiscal Year.



 



    “Plan” means the Commercial Metals Company 2006
    Cash Incentive Plan, as it may be amended from time to time.



 



    “Retirement” means termination of service as an
    employee solely due to retirement upon or after attainment of
    age sixty-two (62), or permitted early retirement as determined
    by the Committee.




    

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    “Return on Invested Capital” or
    “ROIC” means LIFO Net Earnings before interest
    expense divided by the sum of commercial paper, notes payable,
    current maturities of long-term debt and stockholders equity.



 



    “Return on Net Assets,” or
    “RONA,” for any Performance Period means, for
    the Company or applicable Business Unit, the percentage obtained
    by dividing Operating Profits by the value of average net
    assets, determined by using the first in, first out (FIFO)
    method of inventory valuation.



 



    “Subsidiary” means (i) any corporation in
    an unbroken chain of corporations beginning with the Company, if
    each of the corporations other than the last corporation in the
    unbroken chain owns stock possessing a majority of the total
    combined voting power of all classes of stock in one of the
    other corporations in the chain, (ii) any limited
    partnership, if the Company or any corporation described in item
    (i) above owns a majority of the general partnership
    interest and a majority of the limited partnership interests
    entitled to vote on the removal and replacement of the general
    partner, and (iii) any partnership or limited liability
    company, if the partners or members thereof are composed only of
    the Company, any corporation listed in item (i) above or
    any limited partnership listed in item (ii) above.
    “Subsidiaries” means more than one of any such
    corporations, limited partnerships, partnerships, or limited
    liability company.



 



    “Target Achievement” means, for a Participant
    for any Performance Period, the level of achievement of a set of
    Performance Goals required for Incentive Compensation to be paid
    which shall be a specified percentage of the Participant’s
    Base Pay with respect to such set of Performance Goals,
    determined by the Committee in accordance with
    Section 4.1 below.



 



    “Threshold Achievement” means, for a
    Participant for any Performance Period, the minimum level of
    achievement of a set of Performance Goals required for any
    Incentive Compensation to be paid which shall be a specified
    percentage of the Participant’s Base Pay with respect to
    such set of Performance Goals, as determined by the Committee in
    accordance with Section 4.1 below.



 



    “Working Capital” means the Company’s or
    if appropriate, the applicable Business Unit’s current
    assets less current liabilities.



 




    Article II

    



 




    Administration



 



    2.1  Committee’s
    Authority.  Subject to the terms of this
    Article II, the Plan shall be administered by the
    Committee. For each Performance Period, the Committee shall have
    full authority to (i) designate the Eligible Employees who
    shall participate in the Plan; (ii) establish the
    Performance Goals and achievement levels for each Participant
    pursuant to Article IV hereof; and
    (iii) establish and certify the achievement of the
    Performance Goals. The Committee may delegate its authority and
    responsibilities to the CEO; however, with respect to
    participation in the Plan by a Covered Employee, notwithstanding
    any provision of the Plan to the contrary, any decision
    concerning the awarding of Incentive Compensation hereunder
    (including, without limitation, establishment of Performance
    Goals, Threshold Achievement, Target Achievement, Maximum
    Achievement, and any other information necessary to calculate
    Incentive Compensation for such Covered Employee for such
    Performance Period) shall not be made by the CEO and shall be
    made exclusively by the members of the Committee who are at that
    time “outside” directors, as that term is used in
    Section 162(m) of the Code and the treasury regulations
    promulgated thereunder.



 



    2.2  Committee Action.  A
    majority of the Committee shall constitute a quorum, and the act
    of a majority of the members of the Committee present at a
    meeting at which a quorum is present shall be the act of the
    Committee.



 



    2.3  Committee’s
    Powers.  The Committee shall have the power,
    in its discretion, to take such actions as may be necessary to
    carry out the provisions and purposes of the Plan and shall have
    the authority to control and manage the operation and
    administration of the Plan. In order to effectuate the purposes
    of the Plan, the Committee shall have the discretionary power
    and authority to construe and interpret the Plan, to supply any
    omissions therein, to reconcile and correct any errors or
    inconsistencies, to decide any questions in the administration
    and application of the Plan, and to make equitable adjustments
    for any mistakes or errors made in the administration of the
    Plan. All such actions or determinations made by the Committee,
    and the application of rules and regulations to a particular




    

    3








 






    case or issue by the Committee, in good faith, shall not be
    subject to review by anyone, but shall be final, binding and
    conclusive on all persons ever interested hereunder.



 



    In construing the Plan and in exercising its power under
    provisions requiring the Committee’s approval, the
    Committee shall attempt to ascertain the purpose of the
    provisions in question, and when the purpose is known or
    reasonably ascertainable, the purpose shall be given effect to
    the extent feasible. Likewise, the Committee is authorized to
    determine all questions with respect to the individual rights of
    all Participants under this Plan, including, but not limited to,
    all issues with respect to eligibility. The Committee shall have
    all powers necessary or appropriate to accomplish its duties
    under this Plan including, but not limited to, the power to:



 



    (a) designate the Eligible Employees who shall participate
    in the Plan;



 



    (b) maintain complete and accurate records of all plan
    transactions and other data in the manner necessary for proper
    administration of the Plan;



 



    (c) adopt rules of procedure and regulations necessary for
    the proper and efficient administration of the Plan, provided
    the rules and regulations are not inconsistent with the terms of
    the Plan as set out herein. All rules and decisions of the
    Committee shall be uniformly and consistently applied to all
    Participants in similar circumstances;



 



    (d) enforce the terms of the Plan and the rules and
    regulations it adopts;



 



    (e) review claims and render decisions on claims for
    benefits under the Plan;



 



    (f) furnish the Company or the Participants, upon request,
    with information that the Company or the Participants may
    require for tax or other purposes;



 



    (g) employ agents, attorneys, accountants or other persons
    (who also may be employed by or represent the Company) for such
    purposes as the Committee considers necessary or desirable in
    connection with its duties hereunder; and



 



    (h) perform any and all other acts necessary or appropriate
    for the proper management and administration of the Plan.



 




    Article III

    



 




    Eligibility



 



    For each Performance Period, the Committee shall select the
    particular Eligible Employees to whom Incentive Compensation may
    be awarded for such Performance Period; with respect to Covered
    Employees, such determination shall be made within the first
    ninety (90) days of such Performance Period (and in the
    case of a Performance Period less than a Fiscal Year, such
    determination shall be made no later than the date 25% of the
    Performance Period has elapsed). To the extent permitted by the
    Committee, employees who participate in the Plan may also
    participate in other incentive or benefit plans of the Company
    or any Subsidiary. Senior management of each Business Unit shall
    recommend to the Committee within not more than ninety
    (90) days after the beginning of a Performance Period (and
    in the case of a Performance Period less than a Fiscal Year,
    such determination shall be made no later than the date 25% of
    the Performance Period has elapsed) those employees of such
    Business Unit to be eligible to participate in the Plan for such
    Performance Period; the Committee shall consider, but shall not
    be bound by, such recommendations. Notwithstanding any provision
    in this Plan to the contrary, the Committee may grant one or
    more Awards to an Eligible Employee at any time, and from time
    to time, and the Committee shall have the discretion to
    determine whether any such Award shall be a Short-Term Cash
    Bonus Award, an Annual Cash Bonus Award or a Long-Term Cash
    Bonus Award.




    

    4








 







    Article IV

    



 




    Determination
    of Goals and Incentive Compensation



 



    4.1  Establishment of Business Unit and Company
    Performance Goals.  No later than the
    ninetieth (90th) day of the Performance Period (and in the case
    of a Performance Period less than a Fiscal Year, such
    determination shall be made no later than the date 25% of the
    Performance Period has elapsed), the Committee shall approve and
    deliver to the Chief Executive Officer of the Company a written
    report setting forth: (i) the Business Unit Performance
    Goals for the Performance Period, (ii) Company Performance
    Goals for the Performance Period, (iii) the Threshold,
    Target, and Maximum Achievement levels for Business Unit
    Performance Goals and Company Performance Goals for the
    Performance Period, (iv) with respect to each Participant,
    Incentive Compensation as a percentage of Base Pay for
    achievement of Threshold, Target, and Maximum Achievement levels
    and the relative weighting of each Performance Goal in
    determining the Participant’s Incentive Compensation, and
    (v) a schedule setting forth payout opportunity as a
    percentage of Base Pay for Threshold, Target, and Maximum
    Achievement levels. The Committee may delegate to the CEO to
    establish and report to the Committee for each Participant the
    determinations under items (i) through (v) above. The
    Committee shall consider, but shall not be bound by, the
    recommendations and determinations of the CEO with respect to
    such items.



 



    4.2  Categories of Business Unit Performance
    Goals.  The Business Unit Performance Goals
    established by the Committee for any Performance Period may
    differ among Participants and Business Units. For each Business
    Unit, the Business Unit Performance Goals shall be based on the
    performance of the Business Unit.



 



    Performance criteria for a Business Unit shall be related to the
    achievement of financial and operating objectives of the
    Business Unit , including such factors as: (a) Operating
    Profit; (b) FIFO Net Earnings (c) net sales or changes
    in net sales; (d) EBITDA or other measures of cash flow;
    (e) total shareholder return, shareholder return based on
    growth measures or the attainment by the shares of a specified
    value for a specified period of time, share price or share price
    appreciation; (f) earnings growth; (g) RONA, Return on
    Invested Capital, or other return measures, including return or
    net return on working assets, equity, capital or net sales;
    (h) pre-tax profits on either a LIFO Net Earnings or FIFO
    Net Earnings basis; (i) operating margins; (j) growth
    in operating earnings or growth in earnings per share;
    (k) value of assets; (l) market share or market
    penetration with respect to specific designated products or
    product groups
    and/or
    specific geographic areas; (m) aggregate product price and
    other product measures; (n) expense or cost levels;
    (o) reduction of losses, loss ratios or expense ratios;
    (p) reduction in fixed assets; (q) operating cost
    management; (r) management of capital structure;
    (s) debt reduction; (t) productivity improvements;
    (u) inventory
    and/or
    receivables control; (v) satisfaction of specified business
    expansion goals or goals relating to acquisitions or
    divestitures; (w) customer satisfaction based on specified
    objective goals or a Company-sponsored customer survey;
    (x) employee diversity goals; (y) employee turnover;
    (z) specified objective social goals; (aa) safety record;
    or (bb) other objectively measurable factors directly tied to
    the performance of the Business Unit.



 



    4.3  Company Performance
    Goals.  The Company Performance Goals
    established by the Committee for any Performance Period shall
    relate to the achievement of predetermined financial and
    operating objectives for the Company and its Subsidiaries on a
    consolidated basis, including the factors listed in
    Section 4.2 above, as applied to the Company and its
    Subsidiaries on a consolidated basis. The Company Performance
    Goals may be established either on an absolute or on a per share
    basis reflecting dilution of shares as the Committee deems
    appropriate and, if the Committee so determines, net of or
    including cash dividends. The Company Performance Goals may also
    be established on a relative basis as compared to the
    performance of a published or special index deemed applicable by
    the Committee including, but not limited to, the
    Standard & Poor’s 500 Stock Index or a group of
    companies deemed by the Committee to be comparable to the
    Company.



 



    4.4  Certification.  Within
    seventy-five (75) days after the end of each Performance
    Period, the senior management of the Company and each Business
    Unit shall report to the Committee the extent to which Company
    and Business Unit Performance Goals were achieved for the
    Performance Period. As soon as practicable following the
    finalization of the Company’s financial statements or
    receipt of the Independent Auditor’s Report on the
    Company’s financial statements for a Performance Period
    consisting of one or more Fiscal Year’s covered by the
    financial statements or other accounting finalizing of the
    Company’s financial results for any Performance Period and
    receipt of the report of the Company and Business Unit senior
    management, the Committee shall certify in




    

    5








 






    writing and in compliance with the requirements of Treasury
    Regulation 1.162-27
    (and successor regulations thereto) in the case of any Award
    intended to qualify under Section 162(m) of the Code:
    (i) the extent to which the Company achieved its Company
    Performance Goals for the Performance Period, (ii) the
    extent to which each Business Unit achieved its Business Unit
    Performance Goals for the Performance Period, (iii) the
    calculation of the Participants’ Incentive Compensation,
    and (iv) the determination by the Committee of the amount
    of Incentive Compensation, if any, to be paid to each
    Participant for the Performance Period. In determining whether
    Performance Goals have been achieved and Incentive Compensation
    is payable for a given Performance Period, generally accepted
    accounting principles to the extent applicable to the
    Performance Goal shall be applied on a basis consistent with
    prior periods, and such determinations shall be based on the
    calculations made by the Company and binding on each
    Participant. After the certification described in this
    Section the Committee may, in its sole and absolute
    discretion, decrease the Incentive Compensation to be paid to
    one or more Participants for such Performance Period.



 



    4.5  Earned Award Based on Level of
    Achievement.  If Threshold Achievement is
    attained with respect to a Performance Goal, then the Incentive
    Compensation that may be paid to such Participant with respect
    to such Performance Goal shall be based on the percentage of
    Base Pay and the Committee’s predetermined schedule (which
    may allow for interpolation between achievement levels) setting
    forth the earned award as a percentage of Base Pay; for example,
    if (i) Threshold Achievement of a Performance Goal is 80%
    and 50% of Base Pay is earned at that level, (ii) the
    Performance Goal level actually achieved is 90% and, pursuant to
    the Committee’s predetermined schedule, 75% of Base Pay is
    earned for that level of achievement, then the earned award for
    such Performance Goal is 75% of Base Pay; provided that, as
    described in Section 4.4, the Committee may decrease
    the Incentive Compensation to be paid to one or more
    Participants for such Performance Period.



 



    4.6  Limitation on Total Incentive
    Compensation.  Notwithstanding any provision
    to the contrary contained herein, the maximum Incentive
    Compensation payable to any Participant with respect to any
    single Award shall not exceed $3,500,000.



 




    Article V

    



 




    Payment
    of Incentive Compensation



 



    5.1  Form and Time of
    Payment.  Subject to the provisions of
    Sections 5.2 and 5.3 below and except as
    otherwise provided herein, a Participant’s Incentive
    Compensation for each Performance Period shall be paid as soon
    as practicable after the results for such Performance Period
    have been finalized, but in no event later than
    March 15th of
    the first calendar year immediately following the close of such
    Performance Period. The payment shall be in the form of a cash
    lump sum.



 



    5.2  Forfeiture Upon Termination Prior to Date
    of Payment.  If a Participant’s
    employment with the Company and all of its Subsidiaries is
    terminated voluntarily by the Participant for any reason other
    than Retirement, or is terminated by his or her employer for
    cause (as determined by such employer) during a Performance
    Period or after a Performance Period but prior to the date of
    actual payment in accordance with Section 5.1 above,
    then such Participant will immediately forfeit any right to
    receive any Incentive Compensation hereunder for such
    Performance Period.



 



    5.3  Pro Rata Payment for Death, Disability,
    Retirement, or Termination without Cause; New
    Hires.  



 



    (a) Death or Disability.  If during
    a Performance Period that does not exceed a Fiscal Year, a
    Participant’s employment is terminated by reason of the
    Participant’s death or Disability, then such Participant
    shall, if the Committee so determines, be eligible to receive
    the full amount of the Incentive Compensation that would have
    been payable to such Participant, if he or she had remained
    employed until the close of such Performance Period. If during a
    Performance Period that exceeds a Fiscal Year, a
    Participant’s employment is terminated by reason of the
    Participant’s death or Disability, then such Participant
    shall, if the Committee so determines, be eligible to receive a
    pro rata portion of the Incentive Compensation that would have
    been payable to such Participant, if he or she had remained
    employed, based on the number of days worked during the
    Performance Period and calculated on the basis of his or her
    Base Pay received for the Performance Period. Such Incentive
    Compensation shall be paid at the time and in the manner set
    forth in Section 5.1 hereof.




    

    6








 






    (b) Retirement or Termination Without
    Cause.  If during a Performance Period a
    Participant’s employment is terminated by reason of the
    Participant’s Retirement, or is terminated by his or her
    employer without cause (as determined by such employer) then
    such Participant shall, if the Committee so determines, be
    eligible to receive a pro rata portion of the Incentive
    Compensation that would have been payable to such Participant,
    if he or she had remained employed, based on the number of days
    worked during the Performance Period and calculated on the basis
    of his or her Base Pay received for the Performance Period. Such
    Incentive Compensation shall be paid at the time and in the
    manner set forth in Section 5.1 hereof.



 



    (c) New Hires; Promotions.  Any
    individual who is newly-hired or becomes an Eligible Employee
    during a Performance Period and who is selected by the Committee
    to participate in the Plan shall be eligible to receive a pro
    rata portion of the Incentive Compensation to which he or she
    could have been entitled if he or she had been employed for the
    full Performance Period, based on the number of days during the
    Performance Period during which he or she is a Participant in
    the Plan and calculated on the basis of his or her Base Pay
    received for the Performance Period. Such Incentive Compensation
    shall be paid at the time and in the manner set forth in
    Section 5.1 hereof.



 



    5.4  Change in Control.  In
    the event of a Change in Control during a Performance Period,
    the Committee may, in its sole discretion, take such action with
    respect to the Plan and any Incentive Compensation payable
    during such Performance Period as is consistent with and
    otherwise not contrary to the provisions of Section 162(m)
    of the Code and the treasury regulations promulgated thereunder,
    as the Committee determines is in the best interest of the
    Company.



 




    Article VI

    



 




    Miscellaneous
    Provisions



 



    6.1  Non-Assignability.  A
    Participant may not alienate, assign, pledge, encumber,
    transfer, sell or otherwise dispose of any rights or benefits
    awarded hereunder prior to the actual receipt thereof; and any
    attempt to alienate, assign, pledge, sell, transfer or assign
    prior to such receipt, or any levy, attachment, execution or
    similar process upon any such rights or benefits shall be null
    and void.



 



    6.2  No Right To Continue In
    Employment.  Nothing in the Plan confers upon
    any employee the right to continue in the employ of the Company
    or any Subsidiary, or interferes with or restricts in any way
    the right of the Company and its Subsidiaries to discharge any
    employee at any time (subject to any contract rights of such
    employee).



 



    6.3  Indemnification Of
    Committee.  No member of the Committee nor any
    officer or employee of the Company acting with or on behalf of
    the Committee, shall be personally liable for any action,
    determination, or interpretation taken or made in good faith
    with respect to the Plan, and all members of the Committee, and
    each officer or employee of the Company acting with it or on its
    behalf shall, to the extent permitted by law, be fully
    indemnified and protected by the Company with respect to any
    such action, determination or interpretation.



 



    6.4  No Plan Funding.  The
    Plan shall at all times be entirely unfunded, and no provision
    shall at any time be made with respect to segregating assets of
    the Company for payment of any amounts hereunder. No
    Participant, beneficiary, or other person shall have any
    interest in any particular assets of the Company by reason of
    the right to receive Incentive Compensation under the Plan.
    Participants and beneficiaries shall have only the rights of a
    general unsecured creditor of the Company.



 



    6.5  Governing Law.  This Plan
    shall be construed in accordance with the laws of the State of
    Delaware and the rights and obligations created hereby shall be
    governed by the laws of the State of Delaware.



 



    6.6  Binding Effect.  This
    Plan shall be binding upon and inure to the benefit of the
    Company, its successors and assigns, and the Participants, and
    their heirs, assigns, and personal representatives.



 



    6.7  Construction of
    Plan.  The captions used in this Plan are for
    convenience only and shall not be construed in interpreting the
    Plan. Whenever the context so requires, the masculine shall
    include the feminine and neuter, and the singular shall also
    include the plural, and conversely.




    

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    6.8  Integrated Plan.  This
    Plan constitutes the final and complete expression of agreement
    with respect to the subject matter hereof.



 



    6.9  Tax Requirements.  The
    Company (and, where applicable, its Subsidiaries) shall have the
    power and the right to deduct or withhold, or require a
    Participant to remit to the Company, an amount sufficient to
    satisfy applicable taxes required by law to be withheld with
    respect to any payment of any Incentive Compensation to a
    Participant.



 



    6.10  Reorganization, Merger or
    Consolidation.  In the event of a merger,
    consolidation, sale of assets, reorganization or other business
    combination in which the Company is not the surviving or
    continuing corporation, or pursuant to which shares of the
    Company’s common stock would be converted into cash,
    securities or other property (other than a merger of the Company
    in which the holders of the Company’s Common Stock
    immediately prior to the merger have the same proportionate
    ownership of Common Stock of the surviving corporation
    immediately after the merger), the Committee shall adjust the
    Performance Goals and achievement levels so that the Incentive
    Compensation amounts to which a Participant is entitled are not
    adversely affected by such events.



 




    Article VII

    



 




    Amendment
    or Discontinuance



 



    The Committee may at any time and from time to time, without the
    consent of the Participants, alter, amend, revise, suspend, or
    discontinue the Plan in whole or in part; provided that any
    amendment that modifies any preestablished Performance Goal for
    a Participant who is a Covered Employee (or his successor(s), as
    may be applicable) under this Plan with respect to any
    particular Performance Period may only be effected on or prior
    to that date which is ninety (90) days following the
    commencement of such Performance Period (and in the case of a
    Performance Period less than a Fiscal Year, such determination
    shall be made no later than the date 25% of the Performance
    Period has elapsed). In addition, the Board shall have the power
    to discontinue the Plan in whole or in part and amend the Plan
    in any manner advisable in order for Incentive Compensation
    granted under the Plan to qualify as
    “performance-based” compensation under
    Section 162(m) of the Code (including amendments as a
    result of changes to Section 162(m) or the regulations
    thereunder to permit greater flexibility with respect to
    Incentive Compensation granted under the Plan).



 




    Article VIII

    



 




    Effect of
    the Plan



 



    Neither the adoption of this Plan nor any action of the Board or
    the Committee shall be deemed to give any Participant any right
    to be granted Incentive Compensation or any other rights. In
    addition, nothing contained in this Plan and no action taken
    pursuant to its provisions shall be construed to (a) give
    any Participant any right to any compensation, except as
    expressly provided herein; (b) be evidence of any
    agreement, contract or understanding, express or implied, that
    the Company or any Subsidiary will employ a Participant in any
    particular position; (c) give any Participant any right,
    title, or interest whatsoever in or to any investments which the
    Company may make to aid it in meeting its obligations hereunder;
    or (d) create a trust of any kind or a fiduciary
    relationship between the Company and a Participant or any other
    person.



 




    Article IX

    



 




    Term



 



    The effective date of this Plan shall be as of September 1,
    2006, subject to stockholder approval. The material terms of
    this Plan shall be disclosed to the stockholders of the Company
    for approval in accordance with Section 162(m) of the Code.
    This Plan and any benefits granted hereunder shall be null and
    void if stockholder approval is not obtained at the next annual
    meeting of stockholders of the Company, and no award or payment
    of Incentive Compensation under this Plan to any Covered
    Employee shall be made unless such stockholder approval is
    obtained. This Plan shall remain in effect until it is
    terminated by the Committee or the Board.



 



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