exv10w1



 





 




    Exhibit
10.1

    



 




    DONEGAL
    GROUP INC.

    



 




    2007
    EQUITY INCENTIVE PLAN FOR EMPLOYEES



 



    1. Purpose.  The purpose this Plan
    is to encourage the employees of Donegal Group Inc., or the
    Company, and its subsidiaries to acquire a proprietary interest
    in the growth and performance of the Company, and continuing to
    align the interests of those employees with the interests of the
    Company’s stockholders to generate an increased incentive
    for such person to contribute to the future success and
    prosperity of the Company and the member companies of the
    Donegal Insurance Group, or the Group. To accomplish these
    purposes, this Plan provides a means whereby employees may
    receive stock options, stock appreciation rights, stock awards
    and other stock-based awards that are based on, or measured by,
    or payable in shares of the Company’s Class A Common
    Stock.



 



    2. Administration by the Board of Directors and Role
    of the Committee.



 



    (a) Administration by the Board of
    Directors.  The Board of Directors, or the
    Board, shall administer this Plan. The Board of the Company
    shall appoint a committee, which initially shall be the
    Compensation Committee. The Committee, with the advice of the
    Company’s chief executive officer, shall recommend to the
    Board the employees to whom awards will be granted and the type,
    size and terms of each grant. The Board has the authority to
    make all other determinations necessary or advisable for the
    administration of this Plan. All decisions, determinations and
    interpretations of the Board shall be final and binding on all
    grantees and all other holders of awards granted under this Plan.



 



    (b) Composition and Role of the
    Committee.  The Committee shall be comprised
    of two or more members of the Board, each of whom shall be a
    “non-employee director” within the meaning of
    Rule 16b-3
    under the Securities Exchange Act of 1934, or the Exchange Act.
    In addition, each member of the Committee shall be an
    “outside director” within the meaning of
    Section 162(m) of the Internal Revenue Code of 1986, as
    amended, or the Code. Subject to the foregoing, from time to
    time the Board may increase or decrease the size of the
    Committee, appoint additional members, remove members, with or
    without cause, appoint new members, fill vacancies or remove all
    members of the Committee and thereafter directly administer this
    Plan. The Committee shall have those duties and responsibilities
    assigned to it under this Plan, and the Board may assign to the
    Committee the authority to make certain other determinations and
    interpretations under this Plan. All decisions, determinations
    and interpretations of the Committee in such cases shall be
    final and binding on all grantees and all other holders of
    awards granted under this Plan.



 



    3. Shares Subject to this Plan.



 



    (a) Shares Authorized.  The
    total aggregate number of shares of Class A Common Stock
    that may be issued under this Plan is 3,500,000 shares,
    subject to adjustment as described below. Each of the shares
    authorized under this Plan may be issued pursuant to incentive
    stock options awards within the meaning of Section 422 of
    the Code. The shares may be authorized but unissued shares or
    reacquired shares for purposes of this Plan.



 



    (b) Share Counting.  For
    administrative purposes, when the Board approves an award
    payable in shares of Class A Common Stock, the Board shall
    reserve, and count against the share limit, shares equal to the
    maximum number of shares that may be issued under the award. If
    and to the extent options or stock appreciation rights granted
    under this Plan terminate, expire or are canceled, forfeited,
    exchanged or surrendered without having been exercised, and if
    and to the extent that any restricted stock awards are forfeited
    or terminated, or otherwise are not paid in full, the shares
    reserved for such awards shall again be available for purposes
    of this Plan. If stock appreciation rights are granted, the full
    number of shares subject to the stock appreciation right shall
    be considered issued under this Plan, without regard to the
    number of shares issued upon settlement of the stock
    appreciation rights.



 



    (c) Individual Limits.  All awards
    under this Plan shall be expressed in shares of Class A
    Common Stock. The maximum number of shares of Class A
    Common Stock with respect to all awards that may be



 








 






    made to any individual under this Plan during any calendar year
    shall be 200,000 shares, subject to adjustment as described
    below.



 



    (d) Adjustments.  If any change in
    the number or kind of shares of Class A Common Stock
    outstanding occurs by reason of:



 


			
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    a stock dividend, spinoff, recapitalization, stock split or
    combination or exchange of shares;

	 
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    a merger, reorganization or consolidation;

	 
	 	    • 
	
    a reclassification or change in par value; or

	 
	 	    • 
	
    any other extraordinary or unusual event affecting the
    outstanding Class A Common Stock as a class without the
    Company’s receipt of consideration, or if the value of
    outstanding shares of Class A Common Stock is substantially
    reduced as a result of a spinoff or the Company’s payment
    of any extraordinary dividend or distribution,




 



    the maximum number of shares of Class A Common Stock
    available for issuance under this Plan, the maximum number of
    shares of Class A Common Stock for which any individual may
    receive grants in any year, the kind and number of shares
    covered by outstanding awards, the kind and number of shares to
    be issued or issuable under this Plan and the price per share or
    applicable market value of such grants shall be automatically
    equitably adjusted to reflect any increase or decrease in the
    number of, or change in the kind or value of, issued shares of
    Class A Common Stock to preclude, to the extent
    practicable, the enlargement or dilution of rights and benefits
    under this Plan and such outstanding grants. Any fractional
    shares resulting from such adjustment shall be eliminated. Any
    adjustments to outstanding awards shall be consistent with
    Section 409A of the Code, to the extent applicable.



 



    4. Eligibility for
    Participation.  All employees of the Company
    and its subsidiaries and the member companies of the Group,
    including employees who are officers or members of the Board of
    any of the foregoing companies, shall be eligible to participate
    in this Plan. The Committee shall recommend to the Board the
    employees to receive awards and the number of shares of
    Class A Common Stock subject to each award.



 



    5. Awards.  Awards under this Plan
    may consist of stock options as described in Section 7,
    stock appreciation rights as described in Section 8, stock
    awards as described in Section 9 and other stock-based
    awards as described in Section 10. The Committee shall
    specify the terms and conditions of the award granted to the
    grantee in an agreement. The award shall be conditioned upon the
    grantee’s signed agreement to accept the award and to
    acknowledge that all decisions and determinations of the
    Committee and the Board shall be final and binding on the
    grantee, his or her beneficiaries and any other person having or
    claiming an interest under the award. Awards under this Plan
    need not be uniform as among the grantees. The Board may grant
    awards that are contingent on, and subject to, stockholder
    approval of this Plan or an amendment to this Plan.



 



    6. Definition of Fair Market
    Value.  For purposes of this Plan, “fair
    market value” shall mean the last sales price of a share of
    Class A Common Stock on the NASDAQ Stock Market, or Nasdaq,
    on the day on which fair market value is being determined, as
    reported by Nasdaq. In the event that there are no transactions
    in shares of Class A Common Stock on Nasdaq on such day,
    the fair market value will be determined as of the immediately
    preceding day on which there were transactions in shares of
    Class A Common Stock on that exchange. If shares of Common
    Stock are not listed by Nasdaq, the Board shall determine the
    fair market value pursuant to Section 422 of the Code.



 



    7. Stock Options.  The Committee
    may recommend to the Board the grant of stock options to an
    employee upon such terms and conditions as the Committee deems
    appropriate under this Section 7.



 



    (a) Number of Shares.  The
    Committee shall recommend the number of shares of Class A
    Common Stock that will be subject to each grant of stock options.



 



    (b) Type of Stock Option, Price and
    Term.  The Committee may recommend to the
    Board the grant of stock options to purchase Class A Common
    Stock that are intended to qualify as incentive stock options
    within the meaning of Section 422 of the Code, or incentive
    stock options, or stock options that are not intended to




    

 








 






    so qualify, or nonqualified stock options. The Committee shall
    recommend the exercise price of shares of Class A Common
    Stock subject to a stock option, which shall be equal to or
    greater than the fair market value of a share of Class A
    Common Stock on the date of grant.



 



    (c) Exercisability of Stock
    Options.  Each stock option agreement shall
    specify the period or periods of time within which a grantee may
    exercise a stock option, in whole or in part, as determined by
    the Board. No grantee may exercise a stock option after ten
    years from the grant date of the stock option. The Board may
    accelerate the exercisability of any or all outstanding stock
    options at any time for any reason.



 



    (d) Termination of
    Employment.  Except as provided in the stock
    option agreement, a grantee may only exercise a stock option
    while the grantee is employed by the Company or any of its
    subsidiaries or by Donegal Mutual or any of its subsidiaries.
    The Board shall specify in the option agreement under what
    circumstances and during what time periods a grantee may
    exercise a stock option after employment terminates. If the term
    of an incentive stock option continues for more than three
    months after employment terminates due to retirement or more
    than one year after termination of employment due to death or
    disability, the stock option shall lose its status as an
    incentive stock option and shall be treated as a nonqualified
    stock option.



 



    (e) Exercise of Stock Options.  A
    grantee may exercise a stock option that has become exercisable,
    in whole or in part, by delivering a notice of exercise to the
    Company. The grantee shall pay the exercise price for the stock
    option:



 


			
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    in cash;

	 
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    by delivery of shares of Class A Common Stock at fair
    market value, shares of Class B Common Stock at fair market
    value, or a combination of those shares, as the Committee or the
    Board may determine from time to time and subject to the terms
    and conditions as the Committee or the Board may prescribe;

	 
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    by payment through a brokerage firm of national standing whereby
    the grantee will simultaneously exercise the stock option and
    sell the shares acquired upon exercise through the brokerage
    firm and the brokerage firm shall remit to the Company from the
    proceeds of the sale of the shares the exercise price as to
    which the option has been exercised in accordance with the
    procedures permitted by Regulation T of the Federal Reserve
    Board; or

	 
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    by any other method authorized by the Committee or the Board.




 



    The Company must receive payment for the shares acquired upon
    exercise of the stock option, and any required withholding taxes
    and related amounts, by the time specified by the Committee
    depending on the type of payment being made, but in all cases
    prior to the issuance of the shares.



 



    (f) Incentive Stock Options.  The
    Committee shall recommend other terms and conditions of an
    incentive stock option as shall be necessary or desirable in
    order to qualify such stock option as an incentive stock option
    under Section 422 of the Code, including the following
    provisions, which may be omitted or modified if no longer
    required under that section:



 


			
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    As determined as of the grant date, the aggregate fair market
    value of shares subject to incentive stock options that first
    become exercisable by a grantee during any calendar year, under
    all plans of the Company, shall not exceed $100,000;

	 
	 	    • 
	
    The exercise price of any incentive stock option granted to an
    individual who owns stock having more than 10% of the total
    combined voting power of all classes of stock of the Company
    must be at least 110% of the fair market value of the shares
    subject to the incentive stock option on the grant date, and the
    individual may not exercise the incentive stock option after the
    expiration of five years from the date of grant; and

	 
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    The grantee may not exercise the incentive stock option more
    than three months, or one year in the case of death or
    disability within the meaning of the applicable Code provisions,
    after termination of employment.





    

 








 





 



    8. Stock Appreciation Rights.  The
    Committee may recommend to the Board the grant of stock
    appreciation rights to an employee separately or in tandem with
    any stock option, for all or a portion of the applicable stock
    option, under this Section 8.



 



    (a) Number of Shares, Term and Base
    Amount.  The Committee shall recommend the
    number of shares, the term and the base amount of the stock
    appreciation right at the time it grants the stock appreciation
    right. The term of a stock appreciation right shall not exceed
    ten years from the grant date. The Committee shall recommend the
    base price of the stock appreciation right, which shall be equal
    to or greater than the fair market value of a share of
    Class A Common Stock on the date of grant.



 



    (b) Exercisability.  Each stock
    appreciation right agreement shall specify the period or periods
    of time within which a grantee may exercise the stock
    appreciation right, in whole or in part, as determined by the
    Board. The Board may accelerate the exercisability of any or all
    outstanding stock appreciation rights at any time for any
    reason. A tandem stock appreciation right shall be exercisable
    only during the period in which the stock option to which it is
    related is also exercisable.



 



    (c) Termination of
    Employment.  Except as provided in the stock
    appreciation right agreement, a grantee may exercise a stock
    appreciation right only while the grantee is employed by the
    Company or any of its subsidiaries or by Donegal Mutual or any
    of its subsidiaries. The Board shall specify in the stock
    appreciation right agreement under what circumstances and during
    what time periods a grantee may exercise a stock appreciation
    right after employment terminates.



 



    (d) Exercise of Stock Appreciation
    Right.  When a grantee exercises a stock
    appreciation right, the grantee shall receive in settlement of
    the stock appreciation right an amount equal to the value of the
    appreciation in the Class A Common Stock for the number of
    stock appreciation rights exercised. The appreciation in the
    Class A Common Stock shall be the amount by which the fair
    market value of the underlying shares of Class A Common
    Stock on the date of exercise of the stock appreciation right
    exceeds the base amount of the stock appreciation right as
    specified in the stock appreciation right agreement. The Company
    may pay the appreciation amount in shares of Class A Common
    Stock, cash or any combination of the two, as determined by the
    Board in the stock appreciation right agreement.



 



    9. Stock Awards.  The Committee may
    recommend to the Board the issuance of shares of Class A
    Common Stock to an employee upon such terms and conditions as
    the Committee deems appropriate under this Section 9. The
    Committee may recommend to the Board the issuance of shares of
    Class A Common Stock for cash consideration or for no cash
    consideration, and subject to restrictions or no restrictions.
    The Committee may recommend conditions under which restrictions
    on stock awards shall lapse over a period of time or according
    to other criteria as the Committee deems appropriate, including
    restrictions based upon the achievement of specific performance
    goals.



 



    (a) Number of Shares.  The
    Committee shall recommend the number of shares of Class A
    Common stock to be issued pursuant to a stock award and any
    restrictions applicable to the stock award.



 



    (b) Requirement of Employment.  The
    Board shall specify in the stock award agreement under what
    circumstances a grantee may retain stock awards after
    termination of the grantee’s employment and the
    circumstances under with the stock awards may be forfeited.



 



    (c) Restrictions on
    Transfer.  During the period that the stock
    award is subject to restrictions, a grantee may not sell,
    assign, transfer, pledge or otherwise dispose of the shares of
    the stock award except upon death as described in
    Section 13. Each certificate representing a share of
    Class A Common Stock issued under the stock award shall
    contain a legend giving appropriate notice of the restrictions
    on the stock award. The grantee shall be entitled to have the
    legend removed when all restrictions on the shares subject to
    the stock award have lapsed. The Company may maintain possession
    of any certificates representing shares subject to the stock
    award until all restrictions on the shares subject to the stock
    award have lapsed.



 



    (d) Right To Vote and To Receive
    Dividends.  The Committee shall recommend to
    what extent, and under what conditions, the grantee shall have
    the right to vote the shares subject to the stock award and to
    receive any dividends or other distributions paid on the shares
    during the restriction period.




    

 








 





 



    10. Other Stock-Based Awards.  The
    Committee may recommend to the Board the grant of other awards
    that are based on, measured by or payable in Class A Common
    Stock to an employee on such terms and conditions as the
    Committee deems appropriate under this Section 10. The
    Committee may recommend to the Board the grant of other
    stock-based awards subject to achievement of performance goals
    or other conditions and may be payable in shares of Class A
    Common Stock or cash, or a combination of cash and shares, as
    recommended by the Committee in the stock-based award agreement.



 



    11. Date of Grant.  The grant date
    of an award under this Plan shall be the date of the Board of
    Director’s approval or such later date as may be determined
    by the Board at the time it authorizes the award. The Board may
    not make retroactive grants of awards under this Plan. The
    Company shall provide notice of the award to the grantee within
    a reasonable time after the grant date.



 



    12. Withholding.  All grants under
    this Plan shall be subject to applicable federal, including
    FICA, state and local tax withholding requirements. The Company
    may require that the grantee or other person receiving or
    exercising a grant pay to the Company the amount of any federal,
    state or local taxes that the Company is required to withhold
    with respect to the grant, or the Company may deduct from other
    wages paid to the grantee the amount of any withholding taxes
    due with respect to the grants. The Board or the Committee may
    permit a grantee to elect to satisfy the Company’s tax
    withholding obligations with respect to grants paid in shares of
    Class A Common Stock by having shares of Class A
    Common Stock withheld, at the time such grants become taxable,
    up to an amount that does not exceed the minimum applicable
    withholding tax rate for federal, including FICA, state and
    local tax liabilities. Any shares so withheld will be valued by
    the Board or the Committee as of the date the grants become
    taxable.



 



    13. Transferability of
    Grants.  Only the grantee of an award may
    exercise rights under the award grant during the grantee’s
    lifetime, and a grantee may not transfer those rights except by
    will or by the laws of descent and distribution. When a grantee
    dies, the personal representative or other person entitled to
    succeed to the rights of the grantee may exercise those rights.
    Any successor to a grantee must furnish proof satisfactory to
    the Company of his or her right to receive the award under the
    grantee’s will or under the applicable laws of descent and
    distribution.



 



    14. Requirements for Issuance of
    Shares.  The Company will not issue shares of
    Class A Common Stock in connection with any award under
    this Plan until all legal requirements applicable to the
    issuance of the shares have been complied with to the
    satisfaction of the Board. The Board shall have the right to
    condition any award made to any employee hereunder on the
    employee’s undertaking in writing to comply with the
    restrictions on his or her subsequent disposition of shares
    subject to the award as the Board shall deem necessary or
    advisable, and certificates representing those shares may be
    legended to reflect any such restrictions. Certificates
    representing shares of Class A Common Stock issued under
    this Plan will be subject to such stop-transfer orders and other
    restrictions as may be required by applicable laws, regulations
    and interpretations, including any requirement that a legend be
    placed thereon. No grantee shall have any right as a stockholder
    with respect to shares of Class A Common Stock covered by
    an award until shares have been issued to the grantee.



 



    15. Amendment and Termination of this Plan.



 



    (a) Amendments.  The Board may
    amend or terminate this Plan at any time, except that the Board
    shall not amend this Plan without approval of the stockholders
    of the Company if such approval is required in order to comply
    with the Code or applicable laws, or to comply with applicable
    stock exchange requirements. The Board may not, without the
    consent of the grantee, negatively affect the rights of a
    grantee under any award previously granted under this Plan.



 



    (b) No Repricing Without Stockholder
    Approval.  The Board may not reprice stock
    options or stock appreciation rights, nor may the Board amend
    this Plan to permit repricing of options or stock appreciation
    rights unless the stockholders of the Company provide prior
    approval for the repricing.



 



    (c) Termination.  This Plan shall
    terminate on April 19, 2017, unless the Board earlier
    terminates this Plan or the term is extended with the approval
    of the stockholders of the Company. The termination of this




    

 








 






    Plan shall not impair the power and authority of the Board or
    the Committee with respect to an outstanding award.



 



    16. Grants in Connection with Corporate Transactions
    and Otherwise.  Nothing contained in this Plan
    shall be construed to:



 


			
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    limit the right of the Board to grant awards under this Plan in
    connection with the acquisition, by purchase, lease, merger,
    consolidation or otherwise, of the business or assets of any
    corporation, firm or association, including awards to employees
    of those entities who become employees, or for other proper
    corporate purposes, or

	 
	 	    • 
	
    limit the right of the Company to grant stock options or make
    other stock-based awards outside of this Plan.




 



    Without limiting the foregoing, the Board may grant an award to
    an employee of another corporation or other entity who becomes
    an employee by reason of a corporate merger, consolidation,
    acquisition of stock or property, reorganization or liquidation
    involving the Company in substitution for a grant made by that
    corporation or other entity. The terms and conditions of the
    awards may vary from the terms and conditions required by this
    Plan and from those of the substituted stock awards, as
    determined by the Board.



 



    17. Right to Terminate
    Employment.  Nothing contained in this Plan or
    in any award agreement entered into pursuant to this Plan shall
    confer upon any grantee the right to continue in the employment
    of the Company or any of its subsidiaries or the Group or affect
    any right that the Company or any of its subsidiaries or the
    Group may have to terminate the employment of the grantee.



 



    18. Reservation of Shares.  The
    Company, during the term of this Plan, shall at all times
    reserve and keep available the number of shares of Class A
    Common Stock needed to satisfy the requirements of this Plan.
    The inability of the Company to obtain authority from any
    regulatory body having jurisdiction, which authority is deemed
    by the Company’s counsel to be necessary to the lawful
    issuance and sale of any shares hereunder, shall relieve the
    Company of any liability for the failure to issue or sell any
    shares as to which the requisite authority shall not have been
    obtained.



 



    19. Effect on Other
    Plans.  Participation in this Plan shall not
    affect an employee’s eligibility to participate in any
    other benefit or incentive plan of the Company or any of its
    subsidiaries or the Group. Any awards granted pursuant to this
    Plan shall not be used in determining the benefits provided
    under any other plan unless specifically provided.



 



    20. Forfeiture for
    Dishonesty.  Notwithstanding anything to the
    contrary in this Plan, if the Board finds, by a majority vote,
    after full consideration of the facts presented on behalf of
    both the Company and any grantee, that the grantee has been
    engaged in fraud, embezzlement, theft, commission of a felony or
    dishonest conduct in the course of his employment that damaged
    the Company or any of its subsidiaries or the Group or that the
    grantee has disclosed confidential information of the Company or
    any of its subsidiaries or the Group, the grantee shall forfeit
    all unexercised or unvested awards and all exercised or vested
    awards under which the Company has not yet delivered the
    certificates or cash payments therefor. The decision of the
    Board in interpreting and applying the provisions of this
    Section 20 shall be final. No decision of the Board,
    however, shall affect the finality of the discharge or
    termination of the grantee.



 



    21. No Prohibition on Corporate
    Action.  No provision of this Plan shall be
    construed to prevent the Company or any officer or director
    thereof from taking any action deemed by the Company or such
    officer or director to be appropriate or in the Company’s
    best interest, whether or not such action could have an adverse
    effect on this Plan or any awards granted under this Plan, and
    no grantee or grantee’s estate, personal representative or
    beneficiary shall have any claim against the Company or any
    officer or director thereof as a result of the taking of the
    action.



 



    22. Indemnification.  With respect
    to the administration of this Plan, the Company shall indemnify
    each present and future member of the Committee and the Board
    against, and each member of the Committee and the Board shall be
    entitled without further action on such member’s part to
    indemnity from the Company for, all expenses, including the
    amount of judgments and the amount of approved settlements made
    with a view to




    
 








 






    the curtailment of costs of litigation, other than amounts paid
    to the Company itself, reasonably incurred by him or her in
    connection with or arising out of, any action, suit or
    proceeding in which he or she may be involved by reason of being
    or having been a member of the Committee or the Board, whether
    or not he or she continues to be such member at the time of
    incurring such expenses; provided, however, that this indemnity
    shall not include any expenses incurred by any such member of
    the Committee or the Board (i) in respect of matters as to
    which he or she shall be finally adjudged in any such action,
    suit or proceeding to have been guilty of gross negligence or
    willful misconduct in the performance of his or her duty as such
    member of the Committee or the Board; or (ii) in respect of
    any matter in which any settlement is effected for an amount in
    excess of the amount approved by the Company on the advice of
    its legal counsel; and provided further that no right of
    indemnification under the provisions set forth in this
    Section 22 shall be available to or enforceable by any such
    member of the Committee or the Board unless, within 60 days
    after institution of any such action, suit or proceeding, he or
    she shall have offered the Company in writing the opportunity to
    handle and defend same at its own expense. The foregoing right
    of indemnification shall inure to the benefit of the heirs,
    executors or administrators of each such member of the Committee
    or the Board and shall be in addition to all other rights to
    which such member may be entitled as a matter of law, contract
    or otherwise.



 



    23. Miscellaneous Provisions.



 



    (a) Compliance with Plan
    Provisions.  No grantee or other person shall
    have any right with respect to this Plan, the Class A
    Common Stock reserved for issuance under this Plan or in any
    award until a written agreement shall have been executed by the
    Company and the grantee and all the terms, conditions and
    provisions of this Plan and the award applicable to the grantee
    have been met.



 



    (b) Approval of Counsel.  In the
    discretion of the Board, no shares of Class A Common Stock,
    other securities or property of the Company or other forms of
    payment shall be issued hereunder with respect to any award
    unless counsel for the Company shall be satisfied that such
    issuance will be in compliance with applicable federal, state,
    local and foreign legal, securities exchange and other
    applicable requirements.



 



    (c) Compliance with
    Rule 16b-3.  To
    the extent that
    Rule 16b-3
    under the Exchange Act applies to this Plan or to awards granted
    under this Plan, it is the intention of the Company that this
    Plan comply in all respects with the requirements of
    Rule 16b-3,
    that any ambiguities or inconsistencies in construction of this
    Plan be interpreted to give effect to such intention and that,
    if this Plan shall not so comply, whether on the date of
    adoption or by reason of any later amendment to or
    interpretation of
    Rule 16b-3,
    the provisions of this Plan shall be deemed to be automatically
    amended so as to bring them into full compliance with such rule.



 



    (d) Section 409A
    Compliance.  This Plan is intended to comply
    with the requirements of Section 409A of the Code and the
    regulations issued thereunder. To the extent of any
    inconsistencies with the requirements of Section 409A, this
    Plan shall be interpreted and amended in order to meet the
    requirements of Section 409A. Notwithstanding anything
    contained in this Plan to the contrary, it is the intent of the
    Company to have this Plan interpreted and construed to comply
    with any and all provisions Section 409A including any
    subsequent amendments, rulings or interpretations from
    appropriate governmental agencies.



 



    (e) Effects of Acceptance of the
    Award.  By accepting any award or other
    benefit under this Plan, each grantee and each person claiming
    under or through the grantee shall be conclusively deemed to
    have indicated his acceptance and ratification of, and consent
    to, any action taken under this Plan by the Company, the Board
    or the Committee or its delegates.