exv10w1



 





 

 






U.S. BANCORP




2007 STOCK INCENTIVE PLAN




 

 






 









 






TABLE OF CONTENTS




	 	 	 	 	 	 	 	 	 
	Section 1.
	 	Purpose	 	 	1	 
	 
	Section 2.
	 	Definitions	 	 	1	 
	 
	Section 3.
	 	Administration	 	 	3	 
	(a)
	 	Power and Authority of the Committee	 	 	3	 
	(b)
	 	Delegation	 	 	4	 
	(c)
	 	Power and Authority of the Board	 	 	4	 
	 
	Section 4.
	 	Shares Available for Awards	 	 	4	 
	(a)
	 	Shares Available	 	 	4	 
	(b)
	 	Accounting for Awards	 	 	4	 
	(c)
	 	Adjustments	 	 	4	 
	(d)
	 	Award Limitations Under the Plan	 	 	5	 
	 
	Section 5.
	 	Eligibility	 	 	5	 
	 
	Section 6.
	 	Awards	 	 	5	 
	(a)
	 	Options	 	 	5	 
	(b)
	 	Stock Appreciation Rights	 	 	6	 
	(c)
	 	Restricted Stock and Restricted Stock Units	 	 	6	 
	(d)
	 	Performance Awards	 	 	7	 
	(e)
	 	Dividend Equivalents	 	 	7	 
	(f)
	 	Stock Awards	 	 	7	 
	(g)
	 	Other Stock-Based Awards	 	 	7	 
	(h)
	 	General.	 	 	7	 
	 
	Section 7.
	 	Amendment and Termination; Corrections	 	 	9	 
	(a)
	 	Amendments to the Plan	 	 	9	 
	(b)
	 	Amendments to Awards	 	 	9	 
	(c)
	 	Correction of Defects, Omissions and Inconsistencies	 	 	9	 
	 
	Section 8.
	 	Income Tax Withholding	 	 	9	 
	 
	Section 9.
	 	General Provisions	 	 	10	 
	(a)
	 	No Rights to Awards	 	 	10	 
	(b)
	 	Award Agreements	 	 	10	 
	(c)
	 	Plan Provisions Control	 	 	10	 
	(d)
	 	No Rights of Stockholders	 	 	10	 
	(e)
	 	No Limit on Other Compensation Plans or Arrangements	 	 	10	 
	(f)
	 	No Right to Employment or Directorship	 	 	10	 
	(g)
	 	Governing Law	 	 	10	 
	(h)
	 	Severability	 	 	10	 
	(i)
	 	No Trust or Fund Created	 	 	11	 
	(j)
	 	Other Benefits	 	 	11	 
	(k)
	 	No Fractional Shares	 	 	11	 
	(l)
	 	Headings	 	 	11	 
	 
	Section 10.
	 	Effective Date of the Plan	 	 	11	 
	 
	Section 11.
	 	Term of the Plan	 	 	11	 






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U.S. BANCORP

2007 STOCK INCENTIVE PLAN




Section 1.       Purpose




     The purpose of the Plan is to promote the interests of the Company and its stockholders by
aiding the Company in attracting and retaining employees, officers and non-employee Directors
capable of assuring the future success of the Company, to offer such persons incentives to put
forth maximum efforts for the success of the Company’s business and to compensate such persons
through various stock-based and other arrangements and provide them with opportunities for stock
ownership in the Company, thereby aligning the interests of such persons with the Company’s
stockholders.



Section 2.       Definitions




     As used in the Plan, the following terms shall have the meanings set forth below:



     (a)       “Affiliate” shall mean (i) any entity that, directly or indirectly through one or more
intermediaries, is controlled by the Company and (ii) any entity in which the Company has a
significant equity interest, in each case as determined by the Committee.



     (b)       “Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted
Stock Unit, Performance Award, Dividend Equivalent, Stock Award or Other Stock-Based Award granted
under the Plan.



     (c)       “Award Agreement” shall mean any written agreement, contract or other instrument or
document evidencing an Award granted under the Plan. An Award Agreement may be in an electronic
medium and need not that be signed by a representative of the Company or the Participant. Each
Award Agreement shall be subject to the applicable terms and conditions of the Plan and any other
terms and conditions (not inconsistent with the Plan) determined by the Committee.



     (d)       “Board” shall mean the Board of Directors of the Company.



     (e)       “Change in Control” shall have the meaning ascribed to such term in an Award Agreement, or
any other applicable employment or change in control agreement between the Participant and the
Company.



     (f)       “Code” shall mean the Internal Revenue Code of 1986, as amended from time to time, and any
regulations promulgated thereunder.



     (g)       “Committee” shall mean the Compensation Committee of the Board or any successor committee
of the Board designated by the Board to administer the Plan. The Committee shall be comprised of
not less than such number of Directors as shall be required to permit Awards granted under the Plan
to qualify under Rule 16b-3, and each member of the Committee shall be a “Non-Employee Director”
within the meaning of Rule 16b-3 and an “outside director” within the meaning of Section 162(m).
The Company expects to have the Plan administered in accordance with the requirements for the award
of “qualified performance-based compensation” within the meaning of Section 162(m).



     (h)       “Company” shall mean U.S. Bancorp, a Delaware corporation, or any successor corporation.



     (i)       “Director” shall mean a member of the Board.



     (j)       “Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan.



     (k)       “Eligible Person” shall mean any employee, officer or non-employee Director providing
services to the Company or any Affiliate who the Committee determines to be an Eligible Person.



 









 





     (l)       “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.



     (m)       “Fair Market Value” shall mean, with respect to any property (including, without
limitation, any Shares or other securities), the fair market value of such property determined by
such methods or procedures as shall be established from time to time by the Committee.
Notwithstanding the foregoing and unless otherwise determined by the Committee, the Fair Market
Value of a Share as of a given date shall be, if the Shares are then listed on the New York Stock
Exchange, the closing price of one Share as reported on the New York Stock Exchange on such date
or, if the New York Stock Exchange is not open for trading on such date, on the most recent
preceding date when it was open for trading.



     (n)       “Incentive Stock Option” shall mean an option granted under Section 6(a) of the Plan that
is intended to meet the requirements of Section 422 of the Code or any successor provision.



     (o)       “Non-Qualified Stock Option” shall mean an option granted under Section 6(a) of the Plan
that is not intended to be an Incentive Stock Option.



     (p)       “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock Option.



     (q)       “Other Stock-Based Award” shall mean any right granted under Section 6(g) of the Plan.



     (r)       “Participant” shall mean an Eligible Person designated to be granted an Award under the
Plan.



     (s)       “Performance Award” shall mean any right granted under Section 6(d) of the Plan.



     (t)       “Performance Goal” shall mean one or more of the following performance goals, either
individually, alternatively or in any combination, applied on a corporate, subsidiary, division,
business unit or line of business basis: sales, revenue, costs, expenses (including expense
efficiency ratios and other expense measures), earnings (including one or more of net profit after
tax, gross profit, operating profit, earnings before interest and taxes, earnings before interest,
taxes, depreciation and amortization and net earnings), earnings per share, earnings per share from
continuing operations, operating income, pre-tax income, operating income margin, net income,
margins (including one or more of gross, operating and net income margins), returns (including one
or more of return on actual or proforma assets, net assets, equity, investment, capital and net
capital employed), stockholder return (including total stockholder return relative to an index or
peer group), stock price, growth of loans and deposits, number of customers or households, economic
value added, cash generation, cash flow, unit volume, working capital, market share, cost
reductions and strategic plan development and implementation. Such goals may reflect absolute
entity or business unit performance or a relative comparison to the performance of a peer group of
entities or other external measure of the selected performance criteria. Pursuant to rules and
conditions adopted by the Committee on or before the 90th day of the applicable performance period
for which Performance Goals are established, the Committee may appropriately adjust any evaluation
of performance under such goals to exclude the effect of certain events, including any of the
following events: asset write-downs; litigation or claim judgments or settlements; changes in tax
law, accounting principles or other such laws or provisions affecting reported results; severance,
contract termination and other costs related to exiting certain business activities; and gains or
losses from the disposition of businesses or assets or from the early extinguishment of debt.



     (u)       “Person” shall mean any individual or entity, including a corporation, partnership,
limited liability company, association, joint venture or trust.



     (v)       “Plan” shall mean the U.S. Bancorp 2007 Stock Incentive Plan, as amended from time to
time.



     (w)       “Qualifying Termination” shall have the meaning ascribed to it in any applicable Award
Agreement, and, if not defined in any applicable Award Agreement, shall mean termination of
employment under circumstances that, in the judgment of the Committee, warrant acceleration of the
exercisability of Options or SARs or the lapse of restrictions relating to Restricted Stock,
Restricted Stock Units or other Awards under the Plan.



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     Without limiting the generality of the foregoing, a Qualifying Termination may apply to large
scale terminations of employment relating to the disposition or divestiture of business or legal
entities or similar circumstances.



     (x)       “Restricted Stock” shall mean any Share granted under Section 6(c) of the Plan.



     (y)       “Restricted Stock Unit” shall mean any unit granted under Section 6(c) of the Plan
evidencing the right to receive a Share (or a cash payment equal to the Fair Market Value of a
Share) at some future date.



     (z)       “Rule 16b-3” shall mean Rule 16b-3 promulgated by the Securities and Exchange Commission
under the Exchange Act or any successor rule or regulation.



     (aa)       “Section 162(m)” shall mean Section 162(m) of the Code, or any successor provision, and
the applicable Treasury Regulations promulgated thereunder.



     (bb)       “Section 409A” shall mean Section 409A of the Code, or any successor provision, and
applicable Treasury Regulations and other applicable guidance thereunder



     (cc)       “Share” or “Shares” shall mean a share or shares of common stock, $.01 par value per
share, of the Company or such other securities or property as may become subject to Awards pursuant
to an adjustment made under Section 4(c) of the Plan.



     (dd)       “Specified Employee” shall mean a specified employee as defined in Code Section
409A(a)(2)(B) or applicable proposed or final regulations under Code Section 409A.



     (ee)       “Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.



     (ff)       “Stock Award” shall mean any Share granted under Section 6(f) of the Plan.



Section 3.       Administration




     (a)       Power and Authority of the Committee. The Plan shall be administered by the
Committee. Subject to the express provisions of the Plan and to applicable law, the Committee
shall have full power and authority to: (i) designate Participants; (ii) determine the type or
types of Awards to be granted to each Participant under the Plan; (iii) determine the number of
Shares to be covered by (or the method by which payments or other rights are to be calculated in
connection with) each Award; (iv) determine the terms and conditions of any Award or Award
Agreement; (v) amend the terms and conditions of any Award or Award Agreement, provided, however,
that, except as otherwise permitted in connection with an event as provided under Section 4(c)
hereof, the Committee shall not reprice, adjust or amend the exercise price of Options or the grant
price of Stock Appreciation Rights previously awarded to any Participant, whether through
amendment, cancellation and replacement grant, or any other means; (vi) accelerate the
exercisability of any Award or waive any restrictions relating to any Award, provided, however,
that, except as otherwise provided herein, any such acceleration of exercisability or lapse of
restrictions shall be limited to accelerations relating to a Change in Control, a Qualifying
Termination, death or disability; (vii) determine whether, to what extent and under what
circumstances Awards may be exercised in cash, Shares, other securities, other Awards or other
property, or canceled, forfeited or suspended; (viii) determine whether, to what extent and under
what circumstances cash, Shares, other securities, other Awards, other property and other amounts
payable with respect to an Award under the Plan shall be deferred either automatically or at the
election of the holder of the Award or the Committee; (ix) interpret and administer the Plan and
any instrument or agreement, including any Award Agreement, relating to the Plan; (x) establish,
amend, suspend or waive such rules and regulations and appoint such agents as it shall deem
appropriate for the proper administration of the Plan; (xi) make any other determination and take
any other action that the Committee deems necessary or desirable for the administration of the
Plan; and (xii) adopt such modifications, rules, procedures, and subplans as may be necessary or
desirable to comply with provisions of the laws of non-U.S. jurisdictions in which the Company or
an Affiliate may operate, including, without limitation, establishing any special rules for
Affiliates, Eligible Persons or Participants located in any particular country, in order to meet
the objectives of the Plan and to ensure the viability



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of the intended benefits of Awards granted to Participants located in such non-United States
jurisdictions. Unless otherwise expressly provided in the Plan, all designations, determinations,
interpretations and other decisions under or with respect to the Plan or any Award or Award
Agreement shall be within the sole discretion of the Committee, may be made at any time and shall
be final, conclusive and binding upon any Participant, any holder or beneficiary of any Award or
Award Agreement, and any employee of the Company or any Affiliate.



     (b)       Delegation. The Committee may delegate its powers and duties under the Plan to one or
more Directors (including a Director who is also an officer of the Company) or a committee of
Directors, subject to such terms, conditions and limitations as the Committee may establish in its
sole discretion; provided, however, that the Committee shall not delegate its powers and duties
under the Plan (i) with regard to officers or directors of the Company or any Affiliate who are
subject to Section 16 of the Exchange Act or (ii) in such a manner as would cause the Plan not to
comply with the requirements of Section 162(m). In addition, the Committee may authorize one or
more officers of the Company to grant Options under the Plan, subject to the limitations of Section
157 of the Delaware General Corporation Law; provided, however, that such officers shall not be
authorized to grant Options to officers or directors of the Company or any Affiliate who are
subject to Section 16 of the Exchange Act.



     (c)       Power and Authority of the Board. Notwithstanding anything to the contrary contained
herein, the Board may, at any time and from time to time, without any further action of the
Committee, exercise the powers and duties of the Committee under the Plan, unless the exercise of
such powers and duties by the Board would cause the Plan not to comply with the requirements of
Section 162(m).



Section 4.       Shares Available for Awards




     (a)       Shares Available. Subject to adjustment as provided in Section 4(c) of the Plan, the
aggregate number of Shares that may be issued under all Awards under the Plan shall be 70,000,000.
Shares to be issued under the Plan will be authorized but unissued Shares or Shares that have been
reacquired by the Company and designated as treasury shares. If any Shares covered by an Award or
to which an Award relates are not purchased or are forfeited (including shares of Restricted Stock,
whether or not dividends have been paid on such shares), or if an Award otherwise terminates or is
cancelled without delivery of any Shares, then the number of Shares counted pursuant to Section
4(b) of the Plan against the aggregate number of Shares available under the Plan with respect to
such Award, to the extent of any such forfeiture, termination or cancellation, shall again be
available for granting Awards under the Plan. Shares tendered by Participants as full or partial
payment to the Company upon exercise of an Award, and Shares withheld by or otherwise remitted to
the Company to satisfy a Participant’s tax withholding obligations with respect to an Award, shall
not become available for issuance under the Plan.



     (b)       Accounting for Awards. For purposes of this Section 4, if an Award entitles the
holder thereof to receive or purchase Shares, the number of Shares covered by such Award or to
which such Award relates shall be counted on the date of grant of such Award against the aggregate
number of Shares available for granting Awards under the Plan. For Stock Appreciation Rights
settled in Shares upon exercise, the aggregate number of Shares with respect to which the Stock
Appreciation Right is exercised, rather than the number of Shares actually issued upon exercise,
shall be counted against the number of Shares available for Awards under the Plan. Awards that do
not entitle the holder thereof to receive or purchase Shares, and Awards that are denominated at
the time of grant as payable only in cash and that are settled in cash, shall not be counted
against the aggregate number of Shares available for Awards under the Plan. If performance awards
granted under the Company’s executive incentive plans are payable in Shares, such Shares may be
issued under this Plan and shall be counted against the aggregate number of Shares available for
granting Awards under the Plan.



     (c)       Adjustments. In the event that any dividend or other distribution (whether in the
form of cash, Shares, other securities or other property), stock split or a combination or
consolidation of the outstanding Shares into a lesser number of shares, is declared with respect to
the Shares, the authorization limits under Sections 4(a) and 4(d) shall be increased or decreased
proportionately, and the Shares then subject to each Award shall be increased or decreased
proportionately without any change in the aggregate purchase price therefor. In the event the
Shares shall be changed into or exchanged for a different number or class of shares of stock or
securities of the Company or of another corporation, whether through recapitalization,
reorganization, reclassification, merger, consolidation, split-up, spin-off, combination,
repurchase or exchange of Shares or other securities of the Company, issuance of



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warrants or other rights to purchase Shares or other securities of the Company, or any other
similar corporate transaction or event affects the Shares such that an equitable adjustment would
be required in order to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under the Plan, then the authorization limits under Sections 4(a) and
4(d) shall be adjusted proportionately, and an equitable adjustment shall be made to each Share
subject to an Award such that no dilution or enlargement of the benefits or potential benefits
occurs. Each such Share then subject to each Award shall be adjusted to the number and class of
shares into which each outstanding Share shall be so exchanged such that no dilution or enlargement
of the benefits occurs, all without change in the aggregate purchase price for the Shares then
subject to each Award. Action by the Committee pursuant to this Section 4(c) may include
adjustment to any or all of: (i) the number and type of Shares (or other securities or other
property) that thereafter may be made the subject of Awards or be delivered under the Plan; (ii)
the number and type of Shares (or other securities or other property) subject to outstanding
Awards; (iii) the purchase price or exercise price of a Share under any outstanding Award or the
measure to be used to determine the amount of the benefit payable on an Award; and (iv) any other
adjustments the Committee determines to be equitable.



     (d)       Award Limitations Under the Plan




     (i)       Plan Limitation on Awards other than Awards of Options and Stock
Appreciation Rights. The number of Shares available for granting any types of Awards
other than Awards of Options or Stock Appreciation Rights shall not exceed 25,000,000,
subject to adjustment as provided in Section 4(c) hereof; provided, however, that any Shares
covered by an Award that is not an Option or Stock Appreciation Right that are forfeited
shall again be available for purposes of the foregoing limitations.




     (ii)       Section 162(m) Limitation for Certain Types of Awards. No
Eligible Person may be granted any Award or Awards under the Plan, the value of which Award
or Awards is based solely on an increase in the value of the Shares after the date of grant
of such Award or Awards in excess of 5,000,000 Shares (subject to adjustment as provided for
in Section 4(c) of the Plan), in the aggregate in any taxable year.




     (iii)       Section 162(m) Limitation for Performance Awards. No Eligible
Person may be granted Performance Awards under the Plan in excess of 800,000 Shares (subject
to adjustment as provided in Section 4(c) of the Plan) in the aggregate in any taxable year.
The limitation contained in this Section 4(d)(iii) does not apply to any Award subject to
the limitation contained in Section 4(d)(ii). The limitation contained in this Section
4(d)(iii) shall apply only with respect to Awards granted under this Plan, and limitations
on awards granted under any other stockholder approved executive incentive plan maintained
by the Company will be governed solely by the terms of such other plan.



Section 5.       Eligibility




     Any Eligible Person shall be eligible to be designated a Participant. In determining which
Eligible Persons shall receive an Award and the terms of any Award, the Committee may take into
account the nature of the services rendered by the respective Eligible Persons, their present and
potential contributions to the success of the Company or such other factors as the Committee, in
its discretion, shall deem relevant. Notwithstanding the foregoing, an Incentive Stock Option may
only be granted to full-time or part-time employees (which term as used herein includes, without
limitation, officers and Directors who are also employees), and an Incentive Stock Option shall not
be granted to an employee of an Affiliate unless such Affiliate is also a “subsidiary corporation”
of the Company within the meaning of Section 424(f) of the Code or any successor provision.



Section 6.       Awards




     (a)       Options. The Committee is hereby authorized to grant Options to Eligible Persons with
the following terms and conditions and with such additional terms and conditions not inconsistent
with the provisions of the Plan as the Committee shall determine:



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     (i)       Exercise Price. The purchase price per Share purchasable under
an Option shall be determined by the Committee and shall not be less than 100% of the Fair
Market Value of a Share on the date of grant of such Option, provided, however, the
Committee may designate a purchase price below Fair Market Value on the date of grant if the
Option is granted in substitution for a stock option previously granted by an entity that is
acquired or merged with the Company or an Affiliate.




     (ii)       Option Term. The term of each Option shall be fixed by the
Committee but shall not be longer than 10 years from the date of grant.




     (iii)       Time and Method of Exercise. The Committee shall determine the
time or times at which an Option may be exercised in whole or in part and the method or
methods by which, and the form or forms (including, without limitation, cash, Shares, other
securities, other Awards or other property, or any combination thereof, having a Fair Market
Value on the exercise date equal to the applicable exercise price) in which, payment of the
exercise price with respect thereto may be made or deemed to have been made.



     (b)       Stock Appreciation Rights. The Committee is hereby authorized to grant Stock
Appreciation Rights to Eligible Persons subject to the terms of the Plan and any applicable Award
Agreement. A Stock Appreciation Right granted under the Plan shall confer on the holder thereof a
right to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the
date of exercise (or, if the Committee shall so determine, at any time during a specified period
before or after the date of exercise) over (ii) the grant price of the Stock Appreciation Right as
specified by the Committee, which price shall not be less than 100% of the Fair Market Value of one
Share on the date of grant of the Stock Appreciation Right. Subject to the terms of the Plan and
any applicable Award Agreement, the grant price, term, methods of exercise, dates of exercise,
methods of settlement and any other terms and conditions of any Stock Appreciation Right shall be
as determined by the Committee. The Committee may impose such conditions or restrictions on the
exercise of any Stock Appreciation Right as it may deem appropriate.



     (c)       Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to
grant Restricted Stock and Restricted Stock Units to Eligible Persons with the following terms and
conditions and with such additional terms and conditions not inconsistent with the provisions of
the Plan as the Committee shall determine:




     (i)       Restrictions. Shares of Restricted Stock and Restricted Stock
Units shall be subject to such restrictions as the Committee may impose (including, without
limitation, any limitation on the right to vote a Share of Restricted Stock or the right to
receive any dividend or other right or property with respect thereto), which restrictions
may lapse separately or in combination at such time or times, in such installments or
otherwise as the Committee may deem appropriate.




     (ii)       Issuance and Delivery of Shares. Any Restricted Stock granted
under the Plan shall be issued at the time such Awards are granted and may be evidenced in
such manner as the Committee may deem appropriate, including book-entry registration or
issuance of a stock certificate or certificates, which certificate or certificates shall be
held by the Company. Such certificate or certificates shall be registered in the name of
the Participant and shall bear an appropriate legend referring to the restrictions
applicable to such Restricted Stock. Shares representing Restricted Stock that is no longer
subject to restrictions shall be delivered to the Participant promptly after the applicable
restrictions lapse or are waived. In the case of Restricted Stock Units, no Shares shall be
issued at the time such Awards are granted. Upon the lapse or waiver of restrictions and
the restricted period relating to Restricted Stock Units evidencing the right to receive
Shares, such Shares shall be issued and delivered to the holder of the Restricted Stock
Units.




     (iii)       Forfeiture. Except as otherwise determined by the Committee,
upon a Participant’s termination of employment or resignation or removal as a Director (in
either case, as determined under criteria established by the Committee) during the
applicable restriction period, all Shares of Restricted Stock and all Restricted Stock Units
held by the Participant at such time shall be forfeited and reacquired by the Company;
provided, however, that the Committee may, when it finds that a waiver would be in the



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best interest of the Company, waive in whole or in part any or all remaining
restrictions with respect to Shares of Restricted Stock or Restricted Stock Units.



     (d)       Performance Awards. The Committee is hereby authorized to grant Performance Awards to
Eligible Persons subject to the terms of the Plan. A Performance Award granted under the Plan (i)
may be denominated or payable in cash, Shares (including, without limitation, Restricted Stock and
Restricted Stock Units), other securities, other Awards or other property and (ii) shall confer on
the holder thereof the right to receive payments, in whole or in part, upon the achievement of such
performance goals during such performance periods as the Committee shall establish. Subject to the
terms of the Plan, the performance goals to be achieved during any performance period, the length
of any performance period, the amount of any Performance Award granted, the amount of any payment
or transfer to be made pursuant to any Performance Award and any other terms and conditions of any
Performance Award shall be determined by the Committee. Performance Awards denominated in Shares
(including, without limitation, Restricted Stock and Restricted Stock Units) that are granted to
Eligible Persons who may be “covered employees” under Section 162(m) and that are intended to be
“qualified performance based compensation” within the meaning of Section 162(m), to the extent
required by Section 162(m), shall be conditioned solely on the achievement of one or more objective
Performance Goals established by the Committee within the time prescribed by Section 162(m), and
shall otherwise comply with the requirements of Section 162(m).



     (e)       Dividend Equivalents. The Committee is hereby authorized to grant Dividend
Equivalents to Eligible Persons under which the Participant shall be entitled to receive payments
(in cash, Shares, other securities, other Awards or other property as determined in the discretion
of the Committee) equivalent to the amount of cash dividends paid by the Company to holders of
Shares with respect to a number of Shares determined by the Committee. Subject to the terms of the
Plan and any applicable Award Agreement, such Dividend Equivalents may have such terms and
conditions as the Committee shall determine. Notwithstanding the foregoing, the Committee may not
grant Dividend Equivalents to Eligible Persons in connection with grants of Options or Stock
Appreciation Rights to such Eligible Persons.



     (f)       Stock Awards. The Committee is hereby authorized to grant to Eligible Persons Shares
without restrictions thereon, as deemed by the Committee to be consistent with the purpose of the
Plan. Subject to the terms of the Plan and any applicable Award Agreement, such Stock Awards may
have such terms and conditions as the Committee shall determine.



     (g)       Other Stock-Based Awards. The Committee is hereby authorized to grant to Eligible
Persons such other Awards that are denominated or payable in, valued in whole or in part by
reference to, or otherwise based on or related to, Shares (including, without limitation,
securities convertible into Shares), as are deemed by the Committee to be consistent with the
purpose of the Plan. The Committee shall determine the terms and conditions of any Other Stock
Based Awards, subject to the terms of the Plan and the Award Agreement. Any consideration paid by
the Participant with respect to any Other Stock Based Awards may be paid by such method or methods
and in such form or forms (including, without limitation, cash, Shares, other securities, other
Awards or other property, or any combination thereof), as the Committee shall determine.



     (h)      General.





     (i)       Consideration for Awards. Awards may be granted for no cash
consideration or for any cash or other consideration as determined by the Committee or
required by applicable law.




     (ii)       Awards May Be Granted Separately or Together. Awards may, in
the discretion of the Committee, be granted either alone or in addition to, in tandem with
or in substitution for any other Award or any award granted under any other plan of the
Company or any Affiliate. Awards granted in addition to or in tandem with other Awards or
in addition to or in tandem with awards granted under any other plan of the Company or any
Affiliate may be granted either at the same time as or at a different time from the grant of
such other Awards or awards.



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     (iii)       Forms of Payment under Awards. Subject to the terms of the
Plan and of any applicable Award Agreement, payments or transfers to be made by the Company
or an Affiliate upon the grant, exercise or payment of an Award may be made in such form or
forms as the Committee shall determine (including, without limitation, cash, Shares, other
securities, other Awards or other property or any combination thereof), and may be made in a
single payment or transfer, in installments, in each case in accordance with rules and
procedures established by the Committee. Such rules and procedures 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 with respect to
installment or deferred payments.




     (iv)       Term of Awards. The term of each Award shall be for such period
as may be determined by the Committee at the time of grant, but in no event shall any Award
have a term of more than 10 years.




     (v)       Limits on Transfer of Awards. Except as otherwise provided by
the Committee or the terms of this Plan, no Award (other than Stock Awards) and no right
under any such Award shall be transferable by a Participant other than by will or by the
laws of descent and distribution. The Committee may establish procedures as it deems
appropriate for a Participant to designate a Person or Persons, as beneficiary or
beneficiaries, to exercise the rights of the Participant and receive any property
distributable with respect to any Award in the event of the Participant’s death. The
Committee, in its discretion and subject to such additional terms and conditions as it
determines, may permit a Participant to transfer a Non-Qualified Stock Option to any “family
member” (as such term is defined in the General Instructions to Form S-8 (or any successor
to such Instructions or such Form) under the Securities Act of 1933, as amended, which
definition currently includes certain family partnerships, foundations, trusts and other
entities controlled by family members), at any time that such Participant holds such Option,
provided that such transfers may not be transfers for value (as defined in the General
Instructions to Form S-8, or any successor to such Instructions or such Form) and the family
member may not make any subsequent transfers other than by will or by the laws of descent
and distribution. Each Award under the Plan or right under any such Award shall be
exercisable during the Participant’s lifetime only by the Participant (except as provided
herein or in an Award Agreement or amendment thereto relating to a Non-Qualified Stock
Option) or, if permissible under applicable law, by the Participant’s guardian or legal
representative. No Award (other than a Stock Award) or right under any such Award may be
pledged, alienated, attached or otherwise encumbered, and any purported pledge, alienation,
attachment or encumbrance thereof shall be void and unenforceable against the Company or any
Affiliate.




     (vi)       Restrictions; Securities Exchange Listing. All Shares or other
securities delivered under the Plan pursuant to any Award or the exercise thereof shall be
subject to such restrictions as the Committee may deem advisable under the Plan, applicable
federal or state securities laws and regulatory requirements, and the Committee may cause
appropriate entries to be made or legends to be placed on the certificates for such Shares
or other securities to reflect such restrictions. If the Shares or other securities are
traded on a securities exchange, the Company shall not be required to deliver any Shares or
other securities covered by an Award unless and until such Shares or other securities have
been admitted for trading on such securities exchange.




     (vii)       Section 409A Provisions. Notwithstanding anything in the Plan
or any Award Agreement to the contrary, to the extent that any amount or benefit that
constitutes “deferred compensation” to a Participant under Section 409A of the Code and
applicable guidance thereunder is otherwise payable or distributable to a Participant under
the Plan or any Award Agreement solely by reason of the occurrence of a Change in Control or
due to the Participant’s disability or “separation from service” (as such term is defined
under Section 409A), such amount or benefit will not be payable or distributable to the
Participant by reason of such circumstance unless the Committee determines in good faith
that (i) the circumstances giving rise to such Change in Control, disability or separation
from service meet the definition of a change in ownership or control, disability, or
separation from service, as the case may be, in Section 409A(a)(2)(A) of the Code and
applicable proposed or final regulations, or (ii) the payment or distribution of such amount
or benefit would be exempt from the application of Section 409A by reason of



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the short-term deferral exemption or otherwise. Any payment or distribution that
otherwise would be made to a Participant who is a Specified Employee (as determined by the
Committee in good faith) on account of separation from service may not be made before the
date which is six (6) months after the date of the Specified Employee’s separation from
service unless the payment or distribution is exempt from the application of Section 409A by
reason of the short term deferral exemption or otherwise.



Section 7.       Amendment and Termination; Corrections




     (a)       Amendments to the Plan. The Board may amend, alter, suspend, discontinue or terminate
the Plan at any time; provided, however, that, notwithstanding any other provision of the Plan or
any Award Agreement, prior approval of the stockholders of the Company shall be required for any
amendment to the Plan that:




     (i)       requires stockholder approval under the rules or regulations of the
Securities and Exchange Commission, the New York Stock Exchange or any other securities
exchange that are applicable to the Company;




     (ii)       increases the number of shares authorized under the Plan as specified in
Section 4(a) of the Plan;




     (iii)       increases the number of shares subject to the limitations contained in
Section 4(d) of the Plan;




     (iv)       permits repricing of Options or Stock Appreciation Rights, which is
prohibited by Section 3(a)(v) of the Plan;




     (v)       permits the award of Options or Stock Appreciation Rights at a price less
than 100% of the Fair Market Value of a Share on the date of grant of such Option or Stock
Appreciation Right, contrary to the provisions of Sections 6(a)(i) and 6(b)(ii) of the Plan;
or




     (vi)       would cause Section 162(m) to become unavailable with respect to the
Plan.



     (b)       Amendments to Awards. Subject to the provisions of the Plan, the Committee may waive
any conditions of or rights of the Company under any outstanding Award, prospectively or
retroactively. Except as otherwise provided in the Plan, the Committee may amend, alter, suspend,
discontinue or terminate any outstanding Award, prospectively or retroactively, but no such action
may adversely affect the rights of the holder of such Award without the consent of the Participant
or holder or beneficiary thereof. The Company intends that Awards under the Plan shall satisfy the
requirements of Section 409A to avoid any adverse tax results thereunder, and the Committee shall
administer and interpret the Plan and all Award Agreements in a manner consistent with that intent.
If any provision of the Plan or an Award Agreement would result in adverse tax consequences under
Section 409A, the Committee may amend that provision (or take any other action reasonably
necessary) to avoid any adverse tax results and no action taken to comply with Section 409A shall
be deemed to impair or otherwise adversely affect the rights of any holder of an Award or
beneficiary thereof.



     (c)       Correction of Defects, Omissions and Inconsistencies. The Committee may correct any
defect, supply any omission or reconcile any inconsistency in the Plan or in any Award or Award
Agreement in the manner and to the extent it shall deem desirable to implement or maintain the
effectiveness of the Plan.



Section 8.       Income Tax Withholding




     In order to comply with all applicable federal, state, local or foreign income tax laws or
regulations, the Company may take such action as it deems appropriate to ensure that all applicable
federal, state, local or foreign payroll, withholding, income or other taxes, which are the sole
and absolute responsibility of a Participant, are withheld or collected from such Participant. In
order to assist a Participant in paying all or a portion of the



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applicable taxes to be withheld or collected upon exercise or receipt of (or the lapse of
restrictions relating to) an Award, the Committee, in its discretion and subject to such additional
terms and conditions as it may adopt, may permit the Participant to satisfy such tax obligation by
(a) electing to have the Company withhold a portion of the Shares otherwise to be delivered upon
exercise or receipt of (or the lapse of restrictions relating to) such Award with a Fair Market
Value equal to the amount of such taxes, or (b) delivering to the Company Shares other than Shares
issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a
Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or
before the date that the amount of tax to be withheld is determined.



Section 9.       General Provisions




     (a)       No Rights to Awards. No Eligible Person, Participant or other Person shall have any
claim to be granted any Award under the Plan, and there is no obligation for uniformity of
treatment of Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan.
The terms and conditions of Awards need not be the same with respect to any Participant or with
respect to different Participants.



     (b)       Award Agreements. No Participant shall have rights under an Award granted to such
Participant unless and until an Award Agreement shall have been duly executed on behalf of the
Company, and, if requested by the Company, signed by the Participant, or until such Award Agreement
is delivered and accepted through any electronic medium in accordance with procedures established
by the Company.



     (c)       Plan Provisions Control. In the event that any provision of an Award Agreement
conflicts with or is inconsistent in any respect with the terms of the Plan as set forth herein or
subsequently amended, the terms of the Plan shall control.



     (d)       No Rights of Stockholders. Except with respect to Restricted Stock, Stock Awards, and
certain types of stock-based Performance Awards, neither a Participant nor the Participant’s legal
representative shall be, or have any of the rights and privileges of, a stockholder of the Company
with respect to any Shares issuable upon the exercise or payment of any Award, in whole or in part,
unless and until the Shares have been issued.



     (e)       No Limit on Other Compensation Plans or Arrangements. Nothing contained in the Plan
shall prevent the Company or any Affiliate from adopting or continuing in effect other or
additional compensation plans or arrangements, and such plans or arrangements may be either
generally applicable or applicable only in specific cases.



     (f)       No Right to Employment or Directorship. The grant of an Award shall not be construed
as giving a Participant the right to be retained as an employee of the Company or any Affiliate, or
a Director to be retained as a Director, nor will it affect in any way the right of the Company or
an Affiliate to terminate a Participant’s employment at any time, with or without cause, or remove
a Director in accordance with applicable law. In addition, the Company or an Affiliate may at any
time dismiss a Participant from employment or remove a Director who is a Participant free from any
liability or any claim under the Plan or any Award, unless otherwise expressly provided in the Plan
or in any Award Agreement.



     (g)       Governing Law. The internal law, and not the law of conflicts, of the State of
Delaware, shall govern all questions concerning the validity, construction and effect of the Plan
or any Award, and any rules and regulations relating to the Plan or any Award.



     (h)       Severability. If any provision of the Plan or any Award is or becomes or is deemed to
be invalid, illegal or unenforceable in any jurisdiction or would disqualify the Plan or any Award
under any law deemed applicable by the Committee, such provision shall be construed or deemed
amended to conform to applicable laws, or if it cannot be so construed or deemed amended without,
in the determination of the Committee, materially altering the purpose or intent of the Plan or the
Award, such provision shall be stricken as to such jurisdiction or Award, and the remainder of the
Plan or any such Award shall remain in full force and effect.



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     (i)       No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship between the Company or
any Affiliate and a Participant or any other Person. To the extent that any Person acquires a
right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall
be no greater than the right of any unsecured general creditor of the Company or any Affiliate.



     (j)       Other Benefits. No compensation or benefit awarded to or realized by any Participant
under the Plan shall be included for the purpose of computing such Participant’s compensation or
benefits under any pension, retirement, savings, profit sharing, group insurance, disability,
welfare or other benefit plan of the Company, unless required by law or otherwise provided by such
other plan.



     (k)       No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to
the Plan or any Award, and the Committee shall determine whether cash shall be paid in lieu of any
fractional Share or whether such fractional Share or any rights thereto shall be canceled,
terminated or otherwise eliminated.



     (l)       Headings. Headings are given to the sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof.



Section 10.       Effective Date of the Plan




     The Plan shall be subject to approval by the stockholders of the Company at the annual meeting
of stockholders of the Company to be held on April 17, 2007, and the Plan shall be effective as of
the date of such stockholder approval.



Section 11.       Term of the Plan




     Awards shall be granted under the Plan only during a 10-year period beginning on the effective
date of the Plan or if the Plan is terminated earlier pursuant to Section 7(a) of the Plan, during
the period beginning on the effective date and ending on such date of termination of the Plan.
However, unless otherwise expressly provided in the Plan or in an applicable Award Agreement, any
Award theretofore granted may extend beyond such date, and the authority of the Committee provided
for hereunder with respect to the Plan and any Awards, and the authority of the Board to amend the
Plan, shall extend beyond the termination of the Plan.




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