Exhibit
4.1


SIRVA,
INC.

AMENDED AND RESTATED

OMNIBUS STOCK INCENTIVE PLAN


Article I

Purposes


The
purposes of the Plan are to foster and promote the long-term financial success
of the Company and the Subsidiaries and materially increase shareholder value
by (i) motivating superior performance by Participants, (ii) providing
Participants with an ownership interest in the Company, and (iii) enabling
the Company and the Subsidiaries to attract and retain the services of
outstanding Employees upon whose judgment, interest and special effort the
successful conduct of its operations is largely dependent.


Article II

Definitions


2.1           Certain
Definitions.  Capitalized terms used
herein without definition shall have the respective meanings set forth below:


“Adjustment Event” means any dividend payable
in capital stock, and any stock split, share combination, extraordinary cash
dividend, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, exchange of shares or other similar event affecting, in
each case, the Common Stock.


“Affiliate” means, with respect to any person,
any other person controlled by, controlling or under common control with such
person.


“Alternative Award” has the meaning given in
Section 10.2.


“Award” means any Option, Stock Appreciation
Right, Performance Stock, Performance Unit, Restricted Stock, Restricted Stock
Unit, or Deferred Stock granted pursuant to the Plan, including an Award
combining two or more types in a single grant.


“Award Agreement” means any written agreement,
contract, or other instrument or document evidencing any Award granted by the
Committee pursuant to the Plan.


“Business” has the meaning given in Article IX.


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


“Cause” means, except as otherwise defined in
an Award Agreement, with respect to any Participant (as determined by the
Committee in its sole discretion) (i) the continued and willful
failure of the Participant substantially to perform the duties of his or her
employment for the Company or any Subsidiary (other than any such failure due
to the Participant’s Disability); (ii) the Participant’s engaging
in willful or serious misconduct that has caused or could reasonably be
expected to result in material injury to the Company or any of its Subsidiaries
or Affiliates, including, but not limited to by way of damage to the Company’s
or a Subsidiary’s reputation or public standing; (iii) the
Participant’s conviction of, or entering a plea of guilty or nolo  contendere
to, a crime constituting a felony in the jurisdiction involved or (iv)
the Participant’s material violation or breach of the Company’s or any
Subsidiary’s code of conduct or ethics or other Company policy or rule or the
material breach by the Participant of any of his or her obligations under any
written covenant or agreement with the Company or any of its Subsidiaries or
Affiliates; or (v) any failure by the Participant to cooperate, if
requested by the Company or any Subsidiary, with any













investigation or inquiry
into the Participant’s or the Company’s or any Subsidiary’s business practices,
whether internal or external, including, but not limited to, the Participant’s
refusal to be deposed or to provide testimony at any trial or inquiry;  provided that, with respect to
any Participant who is a party to an employment agreement with the Company or
any Subsidiary, “Cause” shall have the meaning specified in such Participant’s
employment agreement.


“Change in Control” means the first occurrence
of any of the following events after the effective date of the Plan:


(i)            the acquisition by
any person, entity or “group” (as defined in section 13(d) of the Exchange
Act), other than the Company, the Subsidiaries, any employee benefit plan of
the Company or the Subsidiaries, any stockholder holding 15% or more of the
capital stock of the Company at the time this amended and restated Plan is
adopted by the Board or any Affiliate of such stockholder, of 50% or more of
the combined voting power of the Company’s then outstanding voting securities;


(ii)           within any
twenty-four (24) month period, the Incumbent Directors shall cease to
constitute at least a majority of the Board or the board of directors of any
successor to the Company; provided, however, that any director elected to the
Board, or nominated for election, by a majority of the Incumbent Directors then
still in office shall be deemed to be an Incumbent Director for purposes of
this clause (b), but excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an actual or
threatened election contest with respect to the election or removal of
directors or other actual or threatened solicitation of proxies or consents by
or on behalf of an individual, entity or “group” other than the Board
(including, but not limited to, any such assumption that results from clauses
(i), (iii), (iv) or (v) of this definition);


(iii)          the merger or
consolidation of the Company as a result of which persons who were holders of
voting capital stock of the Company, immediately prior to such merger or
consolidation, do not, immediately thereafter, own, directly or indirectly,
more than 50% of the combined voting power entitled to vote generally in the
election of directors of the merged or consolidated company;


(iv)          the approval by the
stockholders of the Company of the liquidation or dissolution of the Company
other than a liquidation of the Company into any Subsidiary or a liquidation a
result of which persons who were stockholders of the Company immediately prior
to such liquidation own, directly or indirectly, more than 50% of the combined
voting power entitled to vote generally in the election of directors of the
entity that holds substantially all of the assets of the Company following such
event; and


(v)           the sale, transfer
or other disposition of all or substantially all of the assets of the Company
to one or more persons or entities that are not, immediately prior to such
sale, transfer or other disposition, Affiliates of the Company, any stockholder
holding 15% or more of the capital stock of the Company at the time this
amended and restated Plan is adopted by the Board or any Affiliate of such
stockholder.


Notwithstanding the
foregoing, a “Change in Control” shall not be deemed to occur if the Company
files for bankruptcy, liquidation or reorganization under the United States
Bankruptcy Code.


“Change in Control Price” means the price per
share offered in conjunction with any transaction resulting in a Change in
Control on a fully-diluted basis (as determined in good faith by the Committee
as constituted before the Change in Control, if any part of the offered price
is payable other than in cash).


“Code” means the Internal Revenue Code of 1986,
as amended, and the regulations promulgated thereunder.



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“Committee” means the Compensation Committee of
the Board, which shall consist solely of two or more (i) “outside
directors” within the meaning of Treas. Reg. Sec. 1.162-27
promulgated under section 162(m) of the Code and any successor regulation,
(ii) “Non-Employee Directors” within the meaning of Rule 16b-3
promulgated under the Exchange Act, and (iii) “independent” under the
New York Stock Exchange listing requirements.


“Common Stock” means the common stock, par
value $0.01 per share, of the Company.


“Company” means SIRVA, Inc., a Delaware
corporation, and any successor thereto.


“Deferred Annual Amount” has the meaning given
in Section 8.1.


“Deferred Stock” means a Participant’s
contractual right to receive a stated number of shares of Common Stock or, if
provided by the Committee on or after the grant date, cash equal to the Fair
Market Value of such shares of Common Stock, under the Plan at the end of a
specified period of time.


“Dividend Equivalents” means an amount equal to
any dividends and distributions paid by the Company with respect to the number
of shares of Common Stock subject to an Award.


“Disability” means, unless otherwise provided
in an Award Agreement, a physical or mental disability or infirmity that
prevents or is reasonably expected to prevent the performance of a Participant’s
employment-related duties for a period of six months or longer and, within 30
days after the Company notifies the Participant in writing that it intends to
terminate his employment, the Participant shall not have returned to the
performance of his employment-related duties on a full-time basis; provided
that, for purposes of any ISOs and any Awards subject to section 409A of the
Code, the term “Disability” shall have meaning assigned to the term “Permanent
and Total Disability” by section 22(e)(3) of the Code (i.e.,
physical or mental disability or infirmity lasting not less than 12
months).  The Committee’s reasoned and
good faith judgment of Disability shall be final, binding and conclusive, and
shall be based on such competent medical evidence as shall be presented to it
by such Participant and/or by any physician or group of physicians or other
competent medical expert employed by the Participant or the Company to advise
the Committee.  Notwithstanding the
foregoing (but except in the case of ISOs or any Awards subject to section 409A
of the Code), with respect to any Participant who is a party to an employment
agreement with the Company or any Subsidiary, “Disability” shall have the
meaning, if any, specified in such Participant’s employment agreement.


“Employee” means any non-employee
director, officer or employee of, or any natural person who is a consultant or
advisor to, the Company or any Subsidiary.


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and the rules promulgated thereunder.


“Fair Market Value” means, unless otherwise
defined in an Award Agreement, the price at which one share of Common Stock was
last sold on the New York Stock Exchange (or on such other recognized market or
quotation system on which the trading prices of Common Stock are traded or
quoted at the relevant time) as of the date for which such Fair Market Value is
determined.  Notwithstanding anything to
the contrary contained in this Plan, as of any date, Fair Market Value shall
not be less than the fair market value of one share of Common Stock as
determined under section 409A of the Code.


“Financial Gain” has the meaning given in
Article IX.


“Incumbent Director” means with respect to any
period of time specified under the Plan for purposes of determining a Change in
Control, the persons who were members of the Board at the beginning of such
period.


“ISOs” has the meaning given in Section 5.1.



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“New Employer” means a Participant’s employer,
or the parent or a subsidiary of such employer, immediately following a Change
in Control.


“NSOs” has the meaning given in Section 5.1.


“One-Year Date” has the meaning given in
Article IX.


“Option” means the right granted to a
Participant pursuant to the Plan to purchase a stated number of shares of
Common Stock at a stated price for a specified period of time.  For purposes of the Plan, an Option may be
either an ISO or a NSO.


“Participant” means any Employee or prospective
Employee designated by the Committee to receive an Award under the Plan.


“Performance Period” means the period (which
shall not be less than 12 months), as determined by the Committee, during which
the performance of the Company, any Subsidiary, any business unit and any
individual is measured to determine whether and the extent to which the
applicable performance measures have been achieved.


“Performance Stock” means a grant of a stated
number of shares of Common Stock to a Participant under the Plan that is
forfeitable by the Participant until the attainment of specified performance
goals, or until otherwise determined by the Committee or in accordance with the
Plan, subject to the continuous employment of the Participant through the
applicable Performance Period.


“Performance Unit” means a Participant’s
contractual right to receive a stated number of shares of Common Stock or, if
provided by the Committee on or after the grant date, cash equal to the Fair
Market Value of such shares of Common Stock, under the Plan at a specified time
that is forfeitable by the Participant until the attainment of specified
performance goals, or until otherwise determined by the Committee or in
accordance with the Plan, subject to the continuous employment of the
Participant through the applicable Performance Period.


“Permitted Transferee” has the meaning given in
Section 13.1.


“Plan” means this SIRVA, Inc. Amended and
Restated Omnibus Stock Incentive Plan, as the same may be amended from time to
time.


“Prior Plan” means the SIRVA, Inc. Stock
Incentive Plan, as amended (formerly known as the Allied Worldwide, Inc. Stock
Incentive Plan, formerly known as the NA Holding Corporation Stock Incentive
Plan).


“Restricted Stock” means a grant of a stated
number of shares of Common Stock to a Participant under the Plan that is
forfeitable by the Participant until the completion of a specified period of
future service, or until otherwise determined by the Committee or in accordance
with the Plan.


“Restricted Stock Unit” means a Participant’s
contractual right to receive a stated number of shares of Common Stock or, if provided
by the Committee on or after the grant date, cash equal to the Fair Market
Value of such shares of Common Stock, under the Plan at the end of a specified
period of time that is forfeitable by the Participant until the completion of a
specified period of future service, or until otherwise determined by the
Committee or in accordance with the Plan.


“Restriction Period” means the period during
which any Performance Stock, Performance Units, Restricted Stock, Restricted
Stock Units or freestanding Deferred Stock, as the case may be, are subject to
forfeiture and/or restriction on transfer pursuant to the terms of the Plan.


“Retained Awards” has the meaning given in
Section 6.5.



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“Retirement” means, except as otherwise defined
in an Award Agreement, a Participant’s retirement from active employment with
the Company and any Subsidiary at or after such Participant attains age 65, or
age 55 with 10 years of service to the Company or any Subsidiary.


“Stock Appreciation Right” means, with respect
to shares of Common Stock, the right to receive a payment from the Company in
cash and/or shares of Common Stock equal to the product of (i) the
excess, if any, of the Fair Market Value of one share of Common Stock on the
exercise date over a stated price multiplied by (ii) a stated
number of shares of Common Stock.


“Subsidiary” means (i) any corporation
in which the Company owns, directly or indirectly, stock possessing at least
50% of the total combined voting power of all classes of stock entitled to vote
of such corporation or at least 50% of the total value of shares of all classes
of stock of such corporation, and (ii) any other business organization,
regardless of form, in which the Company possesses, directly or indirectly, at
least 50% of the total combined equity interests of such organization.


“Wrongful Conduct” has the meaning given in
Article IX.


“Wrongful Conduct Period” has the meaning given
in Article IX.


2.2           Gender
and Number.  Except when otherwise
indicated by the context, words in the masculine gender used in the Plan shall
include the feminine gender, the singular shall include the plural, and the
plural shall include the singular.


Article III

Powers of the Committee


3.1           Eligibility
and Participation.  Participants in
the Plan shall be those Employees designated by the affirmative action of the
Committee (or its delegate) to participate in the Plan.


3.2           Power
to Grant and Establish Terms of Awards. 
The Committee shall have the discretionary authority, subject to the
terms of the Plan, to determine the Employees to whom Awards shall be granted,
the type or types of Awards to be granted and the terms and conditions of any
and all Awards including, without limitation, the number of shares of Common
Stock subject to an Award, the time or times at which Awards shall be granted,
and the terms and conditions of applicable Award Agreements.  The Committee may establish different terms
and conditions for different types of Awards, for different Participants
receiving the same type of Award, and for the same Participant for each type of
Award such Participant may receive, whether or not granted at the same or
different times.


3.3           Administration.  The Committee shall be responsible for the
administration of the Plan.  Any Awards
granted by the Committee may be subject to such conditions, not inconsistent
with the terms of the Plan, as the Committee shall determine, in its sole
discretion.  The Committee shall have
discretionary authority to prescribe, amend and rescind rules and regulations
relating to the Plan, to provide for conditions deemed necessary or advisable
to protect the interests of the Company, to interpret the Plan and to make all
other determinations necessary or advisable for the administration and
interpretation of the Plan and to carry out its provisions and purposes.  Any determination, interpretation or other
action made or taken (including any failure to make any determination or
interpretation, or take any other action) by the Committee pursuant to the
provisions of the Plan shall be final, binding and conclusive for all purposes
and upon all persons and shall be given deference in any proceeding with
respect thereto.


3.4           Delegation
by the Committee.  All of the powers,
duties and responsibilities of the Committee specified herein may, to the
fullest extent permitted by applicable law, be exercised and performed by a
committee of two or more Company employees, which shall include the Company’s
Chief Executive Officer, to the extent authorized by the Committee to exercise
and perform such powers, duties and responsibilities; provided that (a) the
Committee shall not delegate its authority with respect to the compensation of
any “officer” within the meaning of Rule 16(a)-1(f) promulgated
under the Exchange Act or any “covered employee” within the meaning of section
162(m)(3) of the Code, and (b) any such delegation shall comply with applicable
New York Stock Exchange listing requirements.



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3.5           Performance-Based
Compensation; Section 409A.


(a)           Notwithstanding
anything to the contrary contained in the Plan, to the extent the Committee
determines on the grant date that an Award shall qualify as “other performance
based compensation” within the meaning of section 162(m)(4) of the Code, the
Committee shall not exercise any subsequent discretion otherwise authorized
under the Plan with respect to such Award if the exercise of the Committee’s
discretion would cause such award to fail to qualify as “other performance
based compensation.”


(b)           It is intended that
Options, Stock Appreciation Rights, Performance Stock and Restricted Stock be
exempt from the application of section 409A of the Code, and that Performance
Units, Restricted Stock Units and Deferred Stock satisfy the requirements of
section 409A of the Code.  Accordingly,
notwithstanding anything to the contrary contained in the Plan, the Board and
the Committee (and any delegate thereof) shall not exercise any discretion
otherwise authorized under the Plan or any Award Agreement if the exercise of
the Board’s or the Committee’s (or any delegate’s) discretion would cause such
Awards to become subject to section 409A of the Code (in the case of Options,
Stock Appreciation Rights, Performance Stock and Restricted Stock) or fail to
satisfy the requirements of section 409A of the Code (in the case of
Performance Units, Restricted Stock Units and Deferred Stock).


3.6           Participants
Based Outside the United States. 
Notwithstanding anything to the contrary herein, the Committee, in order
to conform with provisions of local laws and regulations in foreign countries
in which the Company or its Subsidiaries operate, shall have sole discretion to
(i) modify the terms and conditions of Awards granted to Participants
employed outside the United States, (ii) establish subplans with
modified exercise procedures and such other modifications as may be necessary
or advisable under the circumstances presented by local laws and regulations,
and (iii) take any action which it deems advisable to obtain, comply
with or otherwise reflect any necessary governmental regulatory procedures, exemptions
or approvals with respect to the Plan or any subplan established hereunder.


Article IV

Stock Subject to Plan


4.1           Number.  Subject to the provisions of this Article IV,
the maximum number of shares of Common Stock available for Awards under the Plan
and issuable in respect of outstanding awards granted under the Prior Plan
shall not exceed 15,000,000 shares of Common Stock.  The shares of Common Stock to be delivered
under the Plan may consist, in whole or in part, of Common Stock held in
treasury or authorized but unissued shares of Common Stock, not reserved for
any other purpose.


4.2           Canceled,
Terminated, or Forfeited Awards, etc. 
Shares subject to any Award granted hereunder or under the Prior Plan
that for any reason are canceled, terminated, forfeited, or otherwise settled
without the issuance of Common Stock after the effective date of the Plan shall
again be available for grant under the Plan, subject to the maximum limitation
specified in Section 4.1.  Without
limiting the generality of Section 4.1, (i) shares of Common Stock
withheld by the Company to satisfy any withholding obligation of a Participant
pursuant to Section 13.4 shall not reduce the maximum share limitation
specified in Section 4.1 and shall again be available for grant under the Plan,
(ii) shares of Common Stock tendered by a Participant to pay the
exercise price of any Options shall not reduce the maximum share limitation
specified in Section 4.1 and shall again be available for grant under the Plan,
and (iii) shares of Common Stock issued in connection with Awards
that are assumed, converted or substituted pursuant to an Adjustment Event or
Change in Control (i.e., Alternative Awards) will not further reduce the
maximum limitation specified in Section 4.1. 
For purposes of this Article IV, if a Stock Appreciation Right is
granted in tandem with an Option so that only one may be exercised with the
other being surrendered on such exercise, the number of Shares subject to the
tandem Option and Stock Appreciation Right award shall only be taken into
account once (and not as to both awards).



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4.3           Individual
Award Limitations.  Subject to the
provisions of Sections 4.2 and 4.4, the following individual Award limits shall
apply:


(i)            During the term of
the Plan, the maximum number of shares of Common Stock available for grant as
ISOs pursuant to the Plan shall not exceed the maximum limitation specified in
Section 4.1;


(ii)           During any 36-month
period, no Participant shall receive Options or Stock Appreciation Rights
covering more than 1,000,000 shares of Common Stock;


(iii)          During any 36-month
period, no Participant shall receive any Awards that are subject to performance
measures covering more than 200,000 shares of Common Stock; provided that this
number of shares of Common Stock shall be proportionately adjusted on a
straight-line basis for Performance Periods of shorter or longer duration, not
to exceed five years; and


(iv)          During any 36-month
Performance Period, no Participant shall receive any Awards that are payable in
cash of more than $5,000,000; provided that this dollar amount shall be
proportionately adjusted on a straight-line basis for Performance Periods of
shorter or longer duration, not to exceed five years.


4.4           Adjustment
in Capitalization.  In the event of
any Adjustment Event affecting the Common Stock such that an adjustment is
required to preserve, or to prevent enlargement of, the benefits or potential
benefits made available under the Plan, then the Committee shall, in such
manner as the Committee shall deem equitable, adjust any or all of (i) the
number and kind of shares of Common Stock which thereafter may be awarded or
optioned and sold under the Plan (including, without limitation, adjusting any
limits on the number and types of Awards that may be made under the Plan), (ii) the
number and kind of shares of Common Stock subject to outstanding Awards, and (iii) the
grant, exercise or conversion price with respect to any Award.  In addition, the Committee may make
provisions for a cash payment to a Participant or a person who has an
outstanding Award.  The number of shares
of Common Stock subject to any Award shall be rounded to the nearest whole
number.


Article V

Stock Options and stock appreciation rights


5.1           Grant.  Options may be granted to Participants at
such time or times as shall be determined by the Committee.  Options pursuant to this Plan may be of two
types:  (i) ”incentive stock
options” within the meaning of section 422 of the Code (“ISOs”) and (ii) non-statutory
stock options (“NSOs”), which are not ISOs.  The grant date of an Option under the Plan
will be the date on which the Option is awarded by the Committee.  Each Option shall be evidenced by an Award
Agreement that shall specify the type of Option granted, the exercise price,
the duration of the Option, the number of shares of Common Stock to which the
Option pertains, the conditions upon which the Option or any portion thereof
shall become exercisable, and such other terms and conditions not inconsistent
with the Plan as the Committee shall determine, including customary
representations, warranties and covenants with respect to securities law
matters.  For the avoidance of doubt,
ISOs may only be granted to Employees who are treated as common law employees of
the Company or any Subsidiary Corporation (as defined in section 424(f) of the
Code).


5.2           Exercise
Price.  Each Option granted pursuant
to the Plan shall have an exercise price per share of Common Stock determined
by the Committee; provided that such per share exercise price may not be less
than the Fair Market Value of one share of Common Stock on the date the Option
is granted, except for Options that are assumed, converted or substituted
pursuant to an Adjustment Event or Change in Control (i.e., Alternative
Awards).


5.3           Exercisability.  Each Option awarded to a Participant under
the Plan shall become exercisable based on the performance of a minimum period
of service or the occurrence of any event or events, including a Change in
Control, as the Committee shall determine, either at or after the grant date;
provided that, except as otherwise provided in this Plan, no Option shall
become exercisable prior to a Participant’s completion of one year of service
to the Company or any Subsidiary, except for Options that are assumed,
converted or substituted pursuant 



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to an Adjustment Event or Change in Control (i.e., Alternative
Awards).  No Option shall be exercisable
on or after the seventh anniversary of its grant date.  Except as otherwise provided in the Plan, the
applicable Award Agreement or as determined by the Committee at the grant date,
after becoming exercisable each installment of an Option shall remain
exercisable until expiration, termination or cancellation of the Option and,
until such time, may be exercised from time to time in whole or in part, up to
the total number of shares of Common Stock with respect to which it is then
exercisable; provided, that Options that are granted in tandem with a Stock
Appreciation Right may only be exercised upon the surrender of the right to
exercise such Stock Appreciation Right for an equivalent number of shares of
Common Stock, and may be exercised only with respect to the shares of Common
Stock for which the related Stock Appreciation Right is then exercisable.


5.4           Payment.  The Committee shall establish procedures
governing the exercise of Options, which procedures shall generally require
that written notice of exercise thereof be given and that the exercise price
thereof be paid in full at the time of exercise (i) in cash or cash
equivalents, including by personal check, or (ii) in accordance
with such other procedures or in such other forms as the Committee shall from
time to time determine.  The exercise
price of any Options exercised may be paid in full or in part in the form of shares
of Common Stock that have been owned by the Participant for at least six
months, based on the Fair Market Value of such shares of Common Stock on the
date of exercise, subject to such rules and procedures as may be adopted by the
Committee.  As soon as practicable after
receipt of a written exercise notice and payment of the exercise price in
accordance with this Section 5.4, the Company shall deliver to the Participant
a certificate or certificates representing the shares of Common Stock acquired
upon the exercise thereof, bearing appropriate legends if applicable.


5.5           ISOs.  Notwithstanding anything to the contrary in
the Plan, no term of this Plan relating to ISOs shall be interpreted, amended
or altered, nor shall any discretion or authority granted under the Plan be so
exercised, so as to disqualify the Plan under section 422 of the Code or,
without the consent of any Participant affected thereby, to cause any ISO
previously granted to fail to qualify for the Federal income tax treatment
afforded under section 421 of the Code.


5.6           Prohibition
Against Repricing.  Except to the
extent (i) approved in advance by holders of a majority of the
shares of the Company entitled to vote generally in the election of directors,
or (ii) as a result of any Adjustment Event or Change in Control,
the Committee shall not have the power or authority to reduce, whether through
amendment or otherwise, the exercise price of any outstanding Option or Stock
Appreciation Right, or to grant any new Award or make any payment of cash in
substitution for or upon the cancellation of Options and/or Stock Appreciation
Rights previously granted.


5.7           Stock
Appreciation Rights.


(a)           Grant.  Stock Appreciation Rights may be granted to
Participants at such time or times as shall be determined by the Committee.  Stock Appreciation Rights may be granted in
tandem with Options which, unless otherwise determined by the Committee at the
grant date, shall have substantially similar terms and conditions to such
Options to the extent applicable, or may granted on a freestanding basis, not
related to any Option.  The grant date of
any Stock Appreciation Right under the Plan will be the date on which the Stock
Appreciation Right is awarded by the Committee. 
No Stock Appreciation Right shall be exercisable on or after the seventh
anniversary of its grant date.  Stock
Appreciation Rights shall be evidenced in writing, whether as part of the Award
Agreement governing the terms of the Options to which such Stock Appreciation
Right relates or pursuant to a separate Award Agreement with respect to
freestanding Stock Appreciation Rights, in each case, containing such
provisions not inconsistent with the Plan as the Committee shall determine,
including customary representations, warranties and covenants with respect to
securities law matters.


(b)           Exercise.  Stock Appreciation Rights awarded to a
Participant under the Plan shall become exercisable based on the performance of
a minimum period of service or the occurrence of any event or events, including
a Change in Control, as the Committee shall determine, either at or after the
grant date; provided that, except as otherwise provided in this Plan, no Stock
Appreciation Right shall become exercisable prior to a Participant’s completion
of one year of service to the Company or any Subsidiary, except for Stock
Appreciation Rights that are assumed, converted or substituted pursuant to an
Adjustment Event or Change in Control (i.e., Alternative Awards).  Stock Appreciation Rights that are 



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granted in
tandem with an Option may only be exercised upon the surrender of the right to
exercise such Option for an equivalent number of shares of Common Stock, and
may be exercised only with respect to the shares of Common Stock for which the
related Option is then exercisable.


(c)           Settlement.  Subject to Section 13.4, upon exercise of a
Stock Appreciation Right, the Participant shall be entitled to receive payment
in the form, determined by the Committee, of cash or shares of Common Stock
having a Fair Market Value equal to such cash amount, or a combination of
shares of Common Stock and cash having an aggregate value equal to such amount,
determined by multiplying:


(i)            the increase, if
any, in the Fair Market Value of one share of Common Stock on the exercise
date, over the price fixed by the Committee on the grant date of such Stock
Appreciation Right, which may not be less than the Fair Market Value of one
share of Common Stock on such grant date (and, if awarded in tandem with a NSO
but after the grant date of such NSO, then also not less than the exercise
price of such NSO), except for Stock Appreciation Rights that are assumed,
converted or substituted pursuant to an Adjustment Event or Change in Control (i.e.,
Alternative Awards), by


(ii)           the number of
shares of Common Stock with respect to which the Stock Appreciation Right is
exercised.


5.8           Termination
of Employment.


(a)           Due to Death or
Disability.  Unless otherwise
determined by the Committee at the grant date, if a Participant’s employment
terminates by reason of such Participant’s death or Disability, (i) any
ISOs granted to such Participant shall become immediately exercisable in full
and may be exercised by the Participant (or the Participant’s beneficiary or
legal representative) until the earlier of (A) the twelve-month
anniversary of the date of such termination, and (B) the expiration
of the term of such Options, and (ii) any NSOs and Stock
Appreciation Rights granted to such Participant (including any ISOs that fail
to retain their ISO status for any reason) shall become immediately exercisable
in full and, notwithstanding anything in the Plan to the contrary, may be
exercised by the Participant (or the Participant’s beneficiary or legal
representative) until the twelve-month anniversary of the date of such
termination of employment (even if such anniversary falls after the date on
which such NSOs or Stock Appreciation Rights would otherwise expire but for the
operation of this Section 5.8).


(b)           Due to Retirement.


(i)            In General.  Unless otherwise determined by the Committee
at the grant date, if a Participant’s employment terminates due to his or her
Retirement, the Participant (or the Participant’s beneficiary or legal
representative) may exercise any Options and Stock Appreciation Rights that are
exercisable on the date of his or her Retirement until the earlier of (A) the
twelve-month anniversary following the date of the Participant’s Retirement,
and (B) the expiration of the term of such Options or Stock
Appreciation Rights.  Any Options and
Stock Appreciation Rights that are not then exercisable shall be forfeited and
canceled as of the date of such termination.


(ii)           Extension of
Exercise Period.  Notwithstanding the
forgoing provisions of Section 5.8(b)(i), unless otherwise determined by
the Committee at the grant date, if the Participant agrees at the grant date to
be bound by certain restrictive covenants, including customary non-competition,
non-solicitation, non-disclosure and non-disparagement
covenants, during the three-year period following the Participant’s Retirement,
(A) the Options and Stock Appreciation Rights granted to such
Participant that are not exercisable on the date of his or her Retirement shall
continue to become exercisable in accordance with their respective terms during
such three-year period as if such Participant’s employment had not terminated
due to his or her Retirement, and (B) the Options and Stock
Appreciation Rights that are exercisable on the date of the Participant’s
Retirement plus those Options and Stock Appreciation Rights that become exercisable
pursuant to the immediately preceding clause may be exercised by the
Participant (or the Participant’s beneficiary or legal representative) until
the earlier of (I) (x) the third anniversary 



 9
 









of the
Participant’s Retirement or (y) if the Participant dies prior to
the third anniversary of the Participant’s Retirement, the twelve-month
anniversary following the date of the Participant’s death, and (II) the
expiration of the term of such Options or Stock Appreciation Rights.  Upon the expiration of such period, all
Options and Stock Appreciation Rights not previously exercised by the
Participant shall be forfeited and canceled. 
If (a) the Participant violates any such restrictive covenants
during such three-year period, or (b) if, following the date of the
Participant’s Retirement, circumstances exist such that the Participant’s
employment could have been terminated for Cause, in each case as determined by
the Committee in its sole discretion, all Options and Stock Appreciation Rights
granted to such Participant, whether or not then exercisable, shall be
immediately forfeited and canceled as of the date of such violation.


(c)           For Cause.  If a Participant’s employment is terminated
by the Company or any Subsidiary for Cause (or if, following the date of termination
of the Participant’s employment for any reason, the Committee determines that
circumstances exist such that the Participant’s employment could have been
terminated for Cause), any Options and Stock Appreciation Rights granted to
such Participant, whether or not then exercisable, shall be immediately
forfeited and canceled as of the date of such termination.


(d)           For Any Other
Reason.  Unless otherwise determined
by the Committee at the grant date, if a Participant’s employment is terminated
for any reason other than one described in Sections 5.8(a), (b) or (c), the
Participant may exercise any Options and Stock Appreciation Rights that are
exercisable on the date of such termination until the earlier of (i) the
60th day following the date of such termination,
and (ii) the expiration of the term of such Options or Stock
Appreciation Rights.  Any Options and
Stock Appreciation Rights that are not exercisable upon termination of a
Participant’s employment shall be forfeited and canceled as of the date of such
termination.


5.9           Committee
Discretion.  Notwithstanding anything
to the contrary contained in this Article V, the Committee may, at or after the
grant date, accelerate or waive any conditions to the exercisability of any
Option or Stock Appreciation Right granted under the Plan, and may permit all
or any portion of any such Option or Stock Appreciation Right to be exercised
following a Participant’s termination of employment for any reason on such
terms and subject to such conditions as the Committee shall determine for a
period up to and including, but not beyond, the expiration of the term of such
Options or Stock Appreciation Rights.


Article VI

Performance stock and performance units


6.1           Grant.  Performance Stock and Performance Units may
be granted to Participants at such time or times as shall be determined by the
Committee.  The grant date of any
Performance Stock or Performance Units under the Plan will be the date on which
such Performance Stock or Performance Units are awarded by the Committee.  Performance Stock and Performance Units shall
be evidenced by an Award Agreement that shall specify the number of shares of
Common Stock to which the Performance Stock and the Performance Units pertain,
the Restriction Period, and such terms and conditions not inconsistent with the
Plan as the Committee shall determine, including customary representations,
warranties and covenants with respect to securities law matters.  No shares of Common Stock will be issued at the
time an Award of Performance Units is made, and the Company shall not be
required to set aside a fund for the payment of any such Award.


6.2           Vesting.


(a)           In General.  Performance Stock and Performance Units
granted to a Participant under the Plan shall be subject to a Restriction
Period, which shall lapse upon the attainment of specified performance
objectives or the occurrence of any event or events, including a Change in
Control, as the Committee shall determine at the grant date.  No later than the 90th day after the applicable Performance Period
begins (or such other date as may be required or permitted under
section 162(m) of the Code, if applicable), the Committee shall establish
the performance objectives upon which the Restriction Period shall lapse.



 10
 









(b)           Performance
Objectives.  Any such performance
objectives will be based upon the relative or comparative achievement of one or
more of the following criteria, or such other criteria, as may be determined by
the Committee:  earnings before interest,
taxes, depreciation and amortization (“EBITDA”); earnings before
interest, taxes and amortization (“EBITA”); total shareholder return;
return on the Company’s assets; increase in the Company’s earnings and/or
earnings per share; revenue growth; share price performance; return on invested
capital; operating income; pre- or post-tax income; economic value added (or an
equivalent metric); cash flow and/or cash flow per share; improvement in or
attainment of expense levels; improvement in or attainment of working capital
levels; return on equity; and debt reduction.


(c)           Special Rules
Relating to Performance Objectives. 
Performance objectives may be established on a Company-wide basis or
with respect to one or more Company business units or divisions, or
Subsidiaries; and either in absolute terms, relative to the performance of one
or more similarly situated companies, or relative to the performance of an
index covering a peer group of companies. 
When establishing performance objectives for the applicable Performance
Period, the Committee may exclude any or all “extraordinary items” as
determined under U.S. generally acceptable accounting principals including,
without limitation, the charges or costs associated with restructurings of the
Company, discontinued operations, other unusual or non-recurring items,
and the cumulative effects of accounting changes, and as identified in the
Company’s financial statements, notes to the Company’s financial statements or
management’s discussion and analysis of financial condition and results of
operations contained in the Company’s most recent annual report filed with the
U.S. Securities and Exchange Commission pursuant to the Exchange Act.


(d)           Certification of
Attainment of Performance Objectives. 
The Restriction Period with respect to any Performance Stock or Performance
Units shall lapse upon the written certification by the Committee that the
performance objective or objectives for the applicable Performance Period have
been attained.  The Committee may provide
at the time of grant that if the performance objective or objectives are
attained in part, the Restriction Period with respect to a specified portion
(which may be zero) of the any Performance Stock or Performance Units will
lapse.


(e)           Newly Eligible
Participants.  Notwithstanding
anything in this Article VI to the contrary, the Committee shall be entitled to
make such rules, determinations and adjustments as it deems appropriate with
respect to any Participant who becomes eligible to receive an Award of
Performance Stock or Performance Units after the commencement of a Performance
Period.


6.3           Additional
Provisions Relating to Performance Stock.


(a)           Restrictions on
Transferability.  Except as provided
in Section 13.1 or in an Award Agreement, no Performance Stock may be sold,
transferred, pledged, assigned, or other­wise alienated or hypothecated until
the lapse of the Restricted Period. 
Thereafter, Performance Stock may only be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated in compliance with all applicable
securities laws, the Award Agreement, and any other agreement to which the
Performance Stock is subject.  The
Committee shall require that any stock certificates evidencing any Performance
Stock be held in the custody of the Secretary of the Company until the
applicable Restriction Period lapses, and that, as a condition of any grant of
Performance Stock, the Participant shall have delivered a stock power, endorsed
in blank, relating to the shares of Common Stock covered by such Award.  Any attempt by a Participant, directly or
indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose
of any Performance Stock or any interest therein or any rights relating thereto
without complying with the provisions of the Plan, including this Section 6.3,
shall be void and of no effect.


(b)           Legend.  Each certificate evidencing shares of Common
Stock subject to an Award of Performance Stock shall be registered in the name
of the Participant holding such Performance Stock and shall bear the following
(or similar) legend:


“THE SHARES REPRESENTED
BY THIS CERTIFICATE ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING
FORFEITURE) CONTAINED IN THE SIRVA, INC. AMENDED AND 



 11
 









RESTATED OMNIBUS STOCK
INCENTIVE PLAN AND THE RELATED AWARD AGREEMENT AND NEITHER THIS CERTIFICATE NOR
THE SHARES REPRESENTED BY IT ARE ASSIGNABLE OR OTHERWISE TRANSFERABLE EXCEPT IN
ACCORDANCE WITH SUCH PLAN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.”


(c)           Rights as a
Stockholder.  Unless otherwise
determined by the Committee at the grant date, a Participant holding
outstanding Performance Stock shall be entitled to (i) receive all
dividends and distributions paid in respect of the shares of Common Stock
underlying such Award; provided that, if any such dividends or distributions
are paid in shares of Common Stock or other securities, such shares and other
securities shall be subject to the same Restriction Period and other
restrictions as apply to the Performance Stock with respect to which they were
paid, and (ii) exercise full voting rights and other rights as a
stockholder with respect to the shares of Common Stock underlying such Award
during the period in which such shares remain subject to the Restriction
Period.


6.4           Additional
Provisions Relating to Performance Units.


(a)           Restrictions on Transferability.  Unless and until the Company issues a
certificate or certificates to a Participant for shares of Common Stock in
respect of his or her Award of Performance Units, no Performance Units may be
sold, transferred, pledged, assigned, or other­wise alienated or
hypothecated.  Upon issuance of such
certificate or certificates and if such shares of Common Stock remain subject
to the Restriction Period, such shares shall be subject to the provisions of
Section 6.3 until the lapse of the Restriction Period.  Any attempt by a Participant, directly or
indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose
of any Performance Units or any interest therein or any rights relating thereto
without complying with the provisions of the Plan, including this
Section 6.4, shall be void and of no effect.


(b)           Rights as a
Stockholder.  The Committee shall
determine whether and to what extent Dividend Equivalents will be credited to
the account of, or to paid currently to, a Participant receiving an Award of
Performance Units.  Unless otherwise
determined by the Committee at the grant date, (i) any cash
dividends or distributions credited to the Participant’s account shall be
deemed to have been invested in additional Performance Units on the record date
established for the related dividend or distribution in an amount equal to the
greatest whole number which may be obtained by dividing (A) the
value of such dividend or distribution on the record date by (B) the
Fair Market Value of one share of Common Stock on such date.  Any additional Performance Units shall be
subject to the same terms and conditions as are applicable in respect of the
Performance Units with respect to which such dividends or distributions were
payable, and (ii) if any such dividends or distributions are paid
in shares of Common Stock or other securities, such shares of Common Stock and
other securities shall be subject to the same Restriction Period and other
restrictions as apply to the Performance with respect to which they were
paid.  Unless and until the Company
issues a certificate or certificates to a Participant for shares of Common
Stock in respect of his or her Award of Performance Units, or otherwise
determined by the Committee at or after the grant date, a Participant holding
outstanding Performance Units shall not be entitled to exercise any voting
rights and any other rights as a stockholder with respect to the shares of
Common Stock underlying such Award.


(c)           Settlement of
Performance Units.  Unless the
Committee determines otherwise at or after the grant date, as soon as
reasonably practicable after the lapse of the Restriction Period with respect
to any Performance Units then held by a Participant, the Company shall issue to
the Participant a certificate or certificates for the shares of Common Stock
underlying such Performance Units (plus additional shares of Common Stock for
each Performance Unit credited in respect of dividends or distributions) or, if
the Committee so determines in its sole discretion, an amount in cash equal to
the Fair Market Value of such shares of Common Stock.  Upon such terms and conditions as the
Committee may establish from time to time, a Participant may be permitted to
defer the receipt of the shares of Common Stock or cash otherwise deliverable
upon settlement of Performance Units; provided, that any such deferral election
is made (i) at least 12 months prior to the date the Restriction Period
would otherwise lapse, (ii) pursuant to a written election that defers
receipt (except in the case of death or Disability) of such shares of Common
Stock or cash otherwise so deliverable to a date that is not less than five
years after the date the Restriction Period 



 12
 









would have
otherwise lapsed; and (iii) at least 12 months passes from the date the
election is made to the date such election takes effect.


6.5           Termination
of Employment.


(a)           Due to Death or
Disability.  Unless otherwise
determined by the Committee at the grant date, if a Participant’s employment
terminates by reason of such Participant’s death or Disability, the Restriction
Period shall end on the date of termination, and the Restriction Period on all
of the Participant’s Performance Stock and Performance Units shall lapse only
to the extent that the applicable performance objectives (pro rated through the
date of termination) have been achieved through the date of termination.  Any Performance Shares and Performance Units
for which the Restriction Period has not then lapsed shall be forfeited and
canceled as of the date of such termination.


(b)           Due to Retirement.  Unless otherwise determined by the Committee
at the grant date, if a Participant’s employment terminates due to his or her
Retirement, any Performance Stock and Performance Units for which the
Restriction Period has not then lapsed shall be forfeited and canceled as of
the date of such termination of employment. 
Notwithstanding the foregoing provisions of this Section 6.5(b), if the
Participant agrees at the grant date to be bound by certain restrictive
covenants, including customary non-competition, non-solicitation,
non-disclosure and non-disparagement covenants, during the
three-year period following the Participant’s Retirement, the Participant’s
Performance Stock and Performance Units shall not be forfeited and canceled to
the extent that the applicable performance objectives for such Awards (pro
rated through the date of termination) have been achieved through the date of
termination (the “Retained Awards”). 
Any Performance Shares and Performance Units for which the applicable
pro rated performance objectives have not been achieved shall be forfeited and
canceled as of the date of such retirement. 
Subject to the Participant’s compliance with such covenants, the
Restriction Period on the Retained Awards shall lapse upon completion of the
entire performance measurement period for such Retained Awards.  If (i) the Participant violates any
restrictive covenants during such three-year period, or (ii) if,
following the date of the Participant’s Retirement, circumstances exist such
that the Participant’s employment could have been terminated for Cause, in each
case, as determined by the Committee in its sole discretion, all Performance
Stock and Performance Units for which the Restriction Period has not then
lapsed shall be immediately forfeited and canceled as of the date of such
violation or termination.


(c)           For Any Other
Reason.  Unless otherwise determined
by the Committee at or after the grant date, if a Participant’s employment is
terminated for any reason other than one described in Sections 6.5(a) or
(b), any Performance Stock and Performance Units granted to such Participant
shall be immediately forfeited and canceled as of the date of such termination
of employment.


Article VII

Restricted Stock and Restricted Stock Units


7.1           Grant.  Restricted Stock and Restricted Stock Units
may be granted to Participants at such time or times as shall be determined by
the Committee.  The grant date of any
Restricted Stock or Restricted Stock Units under the Plan will be the date on
which such Restricted Stock or Restricted Stock Units are awarded by the
Committee.  Restricted Stock and
Restricted Stock Units shall be evidenced by an Award Agreement that shall
specify the number of shares of Common Stock to which the Restricted Stock and the
Restricted Stock Units pertain, the Restriction Period, and such terms and
conditions not inconsistent with the Plan as the Committee shall determine,
including customary representations, warranties and covenants with respect to
securities law matters.  No shares of
Common Stock will be issued at the time an Award of Restricted Stock Units is
made and the Company shall not be required to set aside a fund for the payment
of any such Award.


7.2           Vesting.  Restricted Stock and Restricted Stock Units
granted to a Participant under the Plan shall be subject to a Restriction
Period, which shall lapse upon the performance of a minimum period of service,
or the occurrence of any event or events, including a Change in Control, as the
Committee shall determine, either at the grant date; provided that, except as
otherwise provided in this Plan, the Restriction Period on any Restricted Stock
or Restricted Stock Units shall not lapse prior to a Participant’s completion
of one year of service to the Company or 



 13
 









any Subsidiary, except for Restricted Stock or Restricted Stock Units
that are assumed, converted or substituted pursuant to an Adjustment Event or
Change in Control (i.e., Alternative Awards).


7.3           Additional
Provisions Relating to Restricted Stock.


(a)           Restrictions on
Transferability.  Except as provided
in Section 13.1 or in an Award Agreement, no Restricted Stock may be sold,
transferred, pledged, assigned, or other­wise alienated or hypothecated until
the lapse of the Restricted Period. 
Thereafter, Restricted Stock may only be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated in compliance with all
applicable securities laws, the Award Agreement, and any other agreement to
which the Restricted Stock is subject. 
The Committee shall require that any stock certificates evidencing any
Restricted Stock be held in the custody of the Secretary of the Company until
the applicable Restriction Period lapses, and that, as a condition of any grant
of Restricted Stock, the Participant shall have delivered a stock power,
endorsed in blank, relating to the share covered by such Award.  Any attempt by a Participant, directly or
indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose
of any Restricted Stock or any interest therein or any rights relating thereto
without complying with the provisions of the Plan, including this Section 7.3,
shall be void and of no effect.


(b)           Legend.  Each certificate evidencing shares of Common
Stock subject to an Award of Restricted Stock shall be registered in the name
of the Participant holding such Restricted Stock and shall bear the legend (or
similar legend) as specified in Section 6.3(b).


(c)           Rights as a
Stockholder.  Unless otherwise
determined by the Committee at or after the grant date, a Participant holding
outstanding Restricted Stock shall be entitled to (i) receive all
dividends and distributions paid in respect of shares of Common Stock
underlying such Award; provided, that if any such dividends or distributions
are paid in shares of Common Stock or other securities, such shares and other
securities shall be subject to the same Restriction Period and other
restrictions as apply to the Restricted Stock with respect to which they were
paid, and (ii) exercise full voting rights and other rights as a
stockholder with respect to the shares of Common Stock underlying such Award
during the period in which such shares remain subject to the Restriction
Period.


7.4           Additional
Provisions Relating to Restricted Stock Units.


(a)           Restrictions on
Transferability.  Unless and until
the Company issues a certificate or certificates to a Participant for shares of
Common Stock in respect of his or her Award of Restricted Stock Units, no
Restricted Stock Units may be sold, transferred, pledged, assigned, or other­wise
alienated or hypothecated.  Upon issuance
of such certificate or certificates and if such shares of Common Stock remain
subject to the Restriction Period, such shares shall be subject to the
provisions of Section 7.3 until the lapse of the Restriction Period.  Any attempt by a Participant, directly or
indirectly, to offer, transfer, sell, pledge, hypothecate or otherwise dispose
of any Restricted Stock Units or any interest therein or any rights relating
thereto without complying with the provisions of the Plan, including this
Section 7.4, shall be void and of no effect.


(b)           Rights as a
Stockholder.  The Committee shall
determine whether and to what extent Dividend Equivalents will be credited to
the account of, or to paid currently to, a Participant receiving an Award of
Restricted Stock Units.  Unless otherwise
determined by the Committee at the grant date, (i) any cash
dividends or distributions credited to the Participant’s account shall be
deemed to have been invested in additional Restricted Stock Units on the record
date established for the related dividend or distribution in an amount equal to
the greatest whole number which may be obtained by dividing (A) the
value of such dividend or distribution on the record date by (B) the
Fair Market Value of one share of Common Stock on such date, and such
additional Restricted Stock Units shall be subject to the same terms and
conditions as are applicable in respect of the Restricted Stock Units with
respect to which such dividends or distributions were payable, and (ii) if
any such dividends or distributions are paid in shares of Common Stock or other
securities, such shares and other securities shall be subject to the same
Restriction Period and other restrictions as apply to the Restricted Stock with
respect to which they were paid.  Unless
and until the Company issues a certificate or certificates to a Participant for
shares of Common Stock in respect of his or 



 14
 









her Award of
Restricted Stock Units, or otherwise determined by the Committee at or after
the grant date, a Participant holding outstanding Restricted Stock Units shall
not be entitled to exercise any voting rights and any other rights as a
stockholder with respect to the shares of Common Stock underlying such Award.


(c)           Settlement of
Restricted Stock Units.  Unless the
Committee determines otherwise at or after the grant date, as soon as
reasonably practicable after the lapse of the Restriction Period with respect
to any Restricted Stock Units, the Company shall issue a certificate or certificates
for the shares of Common Stock underlying such Restricted Stock Unit (plus
additional shares of Common Stock for each Restricted Stock Units credited in
respect of dividends or distributions) or, if the Committee so determines in
its sole discretion, an amount in cash equal to the Fair Market Value of such
shares of Common Stock.  Upon such terms
and conditions as the Committee may establish from time to time, a Participant
may be permitted to defer the receipt of the shares of Common Stock or cash otherwise
deliverable upon settlement of Restricted Stock Units; provided, that any such
deferral election is made (i) at least 12 months prior to the date the
Restriction Period would otherwise lapse, (ii) pursuant to a written
election that defers receipt (except in the case of death or Disability) of
such shares of Common Stock or cash otherwise so deliverable to a date that is
not less than five years after the date the Restriction Period would have
otherwise lapsed; and (iii) at least 12 months passes from the date the
election is made to the date such election takes effect.


7.5           Termination
of Employment.  Unless otherwise
determined by the Committee at the grant date, (i) if a Participant’s
employment is terminated due to his or her death or Disability during the
Restriction Period, a pro rata portion of the shares of Common Stock underlying
any Awards of Restricted Stock and Restricted Stock Units then held by such
Participant shall no longer be subject to the Restriction Period, based on the
number of months the Participant was employed during the applicable installment
period, and all Restricted Shares and Restricted Stock Units for which the
Restriction Period has not then lapsed shall be forfeited and canceled as of
the date of such termination, and (ii) if a Participant’s
employment is terminated for any other reason during the Restriction Period,
any Restricted Stock and Restricted Stock Units held by such Participant for
which the Restriction Period has not then expired shall be forfeited and canceled
as of the date of such termination.


Article VIII

Deferred Stock


8.1           In
General.  Freestanding Deferred Stock
may be granted to Participants at such time or times as shall be determined by
the Committee without regard to any election by the Participant to defer
receipt of any compensation or bonus amount payable to him.  The grant date of any freestanding Deferred
Stock under the Plan will be the date on which such freestanding Deferred Stock
is awarded by the Committee.  In
addition, on fixed dates established by the Committee during the calendar year
prior to the calendar year in which a Participant is to perform services to the
Company or any Subsidiary (or, in the case of any “performance-based
compensation” (within the meaning of section 409A of the Code) that is to based
on a Performance Period of at least 12 months, on fixed dates established by
the Committee during the period ending not later than six months before the end
of the applicable Performance Period) and subject to such other terms and conditions
as the Committee shall determine, the Committee may permit a Participant to
elect to defer receipt of all or a portion of his or her base salary and/or
annual incentive bonus (“Deferred Annual Amount”) payable by the Company
or a Subsidiary in respect of such subsequent calendar year (or applicable
Performance Period) and receive in lieu thereof an Award of elective Deferred
Stock equal to the greatest whole number which may be obtained by dividing (i) the
amount of the Deferred Annual Amount, by (ii) the Fair Market Value
of one share of Common Stock on the date of payment of such compensation and/or
annual bonus.  Deferred Stock shall be
evidenced by an Award Agreement that shall specify the number of shares of
Common Stock to which the Deferred Stock pertains, and such terms and
conditions not inconsistent with the Plan as the Committee shall determine,
including customary representations, warranties and covenants with respect to
securities law matters.  Upon the grant
of Deferred Stock pursuant to the Plan, the Company shall establish a notional
account for the Participant and will record in such account the number of
shares of Deferred Stock awarded to the Participant.  No shares of Common Stock will be issued to
the Participant at the time an award of Deferred Stock is granted.


8.2           Rights
as a Stockholder.  The Committee
shall determine whether and to what extent Dividend Equivalents will be
credited to the account of, or paid currently to, a Participant receiving an
Award of Deferred Stock.  Unless
otherwise provided by the Committee at the grant date, (i) any cash
dividends or distributions 



 15
 









credited to the Participant’s account shall be deemed to have been
invested in additional Deferred Stock on the record date established for the
related dividend or distribution in an amount equal to the greatest whole
number which may be obtained by dividing (A) the value of such
dividend or distribution on the record date by (B) the Fair Market
Value of one share of Common Stock on such date, and such additional Deferred
Stock shall be subject to the same terms and conditions as are applicable in
respect of the Deferred Stock with respect to which such dividends or
distributions were payable, and (ii) if any such dividends or
distributions are paid in shares of Common Stock or other securities, such
shares and other securities shall be subject to the same Restriction Period and
other restrictions as apply to the Deferred Stock with respect to which they
were paid.  A Participant shall not have
any rights as a stockholder in respect of Deferred Stock awarded pursuant to
the Plan (including, without limitation, the right to vote on any matter
submitted to the Company’s stockholders) until such time as the shares of
Common Stock attributable to such Deferred Stock have been issued to such
Participant or his beneficiary.


8.3           Restrictions
on Transferability.  Unless and until
the Company issues a certificate or certificates to a Participant for shares of
Common Stock in respect of his or her Award of Deferred Stock, no Deferred
Stock may be sold, transferred, pledged, assigned, or otherwise alienated or
hypothecated.  Any attempt by a
Participant, directly or indirectly, to offer, transfer, sell, pledge,
hypothecate or otherwise dispose of any Deferred Stock or any interest therein
or any rights relating thereto without complying with the provisions of the
Plan, including this Section 8.3, shall be void and of no effect.


8.4           Vesting.  Unless the Committee provides otherwise at
the grant date, the portion of each Award of Deferred Stock that consists of
freestanding Deferred Stock, together with any Dividend Equivalents credited
with respect thereto, will be subject to a Restriction Period that shall lapse
based on the performance of a minimum period of service or the occurrence of
any event or events, including a Change in Control, as the Committee shall
determine, either at the grant date. 
Notwithstanding the immediately preceding sentence, the Committee may
accelerate the lapse of the Restriction Period of any freestanding Deferred
Stock at or after the grant date.  The
portion of each Award of Deferred Stock that consists of elective Deferred
Stock, together with any Dividend Equivalents credited with respect thereto,
shall not be subject to any Restriction Period and shall be non-forfeitable
at all times.


8.5           Settlement.  Subject to Articles X and XIII, and the
last sentence of Section 8.1, unless the Committee determines otherwise at the
grant date, the Company shall issue a certificate or certificates for the
shares of Common Stock underlying any of a Participant’s freestanding Deferred
Stock (and related Dividend Equivalents) for which the Restriction Period shall
have lapsed on or prior to the date of such Participant’s termination of
employment with the Company and any Subsidiary, other than a termination for
Cause, as soon as administratively practicable, but not later than 75 days,
following the date of such termination of employment (or such later date as may
be elected by the Participant in accordance with Section 8.6).  In the event of the termination of a
Participant’s employment with the Company and the Subsidiaries for Cause, the
Participant shall immediately forfeit all rights with respect to any shares of
freestanding Deferred Stock (and related Dividend Equivalents) credited to his
account, whether or not the Restriction Period shall have then lapsed.  Subject to Articles X and XIII, and the
last sentence of Section 8.1, the Company shall issue a certificate or certificates
for the shares of Common Stock underlying any of a Participant’s elective
Deferred Stock (and related Dividend Equivalents) credited to such Participant’s
account under the Plan as soon as administratively practicable, but not later
than 75 days, following the date of such Participant’s termination of
employment (or such later date as may be elected by the Participant in
accordance with Section 8.6).  The
Committee may provide in the Award Agreement applicable to any Award of
Deferred Stock that, in lieu of issuing shares of Common Stock in settlement of
any Deferred Stock, the Committee may direct the Company to pay to the
Participant the Fair Market Value of the shares of Common Stock corresponding
to such Deferred Stock in cash.  For each
share of Common Stock received in settlement of Deferred Stock, the Company
shall deliver to the Participant a certificate representing such share of
Common Stock, bearing appropriate legends, if applicable.


8.6           Further
Deferral Elections.  A Participant
may elect to further defer receipt of shares of Common Stock issuable in
respect of Deferred Stock (or an installment of an Award) for a specified
period or until a specified event, subject in each case to the Committee’s
approval and to such terms as are determined by the Committee, all in its sole
discretion; provided, that any such deferral election is made (i) at
least 12 months prior to the date the Restriction Period would otherwise lapse,
(ii) pursuant to a written election that defers receipt (except in the
case of death or Disability) of such shares of Common Stock or cash otherwise
so deliverable to a date that is not less than five years after the date the
Restriction Period would have otherwise lapsed; and (iii) at least 12
months passes from 



 16
 









the date the election is made to the date such election takes
effect.  A further deferral opportunity
does not have to be made available to all Participants, and different terms and
conditions may apply with respect to the further deferral opportunities made
available to different Participants.


Article IX

FORFEITURE


Unless otherwise determined by the Committee at the
grant date, notwithstanding anything contained in this Plan or any Award
Agreement to the contrary, if (i) during the Participant’s employment
with the Company or any Subsidiary, (ii) during any post-termination
period where Options or Stock Appreciation Rights may be exercised, or where
the Restriction Period may continue to lapse, or (iii) during the period
ending one (1) year after the expiration of any such post-termination period
(the date such period expires, the “One-Year Date”), the Participant,
except with the prior written consent of the Committee,


(a)           directly or
indirectly, owns any interest in, operates, joins, controls or participates as
a partner, director, principal, officer, or agent of, enters into the
employment of, acts as a consultant to, or performs any services for any entity
which has operations that compete with any business of the Company and the
Subsidiaries in which the Participant was employed (in any capacity) in any
jurisdiction in which such business is engaged, or in which any of the Company
and the Subsidiaries have documented plans to become engaged of which the
Participant has knowledge at the time of the Participant’s termination of
employment (the “Business”), except where (x) the Participant’s
interest or association with such entity is unrelated to the Business, (y)
such entity’s gross revenue from the Business is less than 10% of such entity’s
total gross revenue, and (z) the Participant’s interest is directly or
indirectly less than two percent (2%) of the Business;


(b)           directly or
indirectly, solicits for employment, employs or otherwise interferes with the
relationship of the Company or any of its Affiliates with any natural person
throughout the world who is or was employed by or otherwise engaged to perform
services for the Company or any of its Affiliates at any time during the
Participant’s employment with the Company or any Subsidiary (in the case of any
such activity during such time) or during the twelve-month period preceding
such solicitation, employment or interference (in the case of any such activity
after the termination of the Participant’s employment);


(c)           directly or
indirectly, discloses or misuses any confidential information of the Company or
any of its Affiliates (such activities to be collectively referred to as “Wrongful
Conduct”), then


any Awards granted to the Participant hereunder, to
the extent they remain unexercised (in the case of Options and Stock
Appreciation Rights) or subject to any Restriction Period (in the case of
Performance Stock, Performance Units, Restricted Stock or Restricted Stock
Units), or pursuant to which any shares of Common Stock are to be issued in the
future (in the case of Deferred Stock), shall automatically terminate and be
canceled as of the date on which the Participant first engaged in such Wrongful
Conduct and, in such case and in the case of the Participant’s termination by
the Company or any Subsidiary for Cause, the Participant shall pay to the
Company in cash any Financial Gain the Participant realized from exercising all
or a portion of the Participant’s Options and Stock Appreciation Rights, from
the lapse of the Restriction Period on all or a portion of the Participant’s
Performance Stock, Performance Units, Restricted Stock of Restricted Stock
Units or from the issuance of all or a portion of the Participant’s Deferred
Stock, in each case, within the period commencing six (6) months prior to the
termination of the Participant’s employment and ending on the One-Year Date
(such period, the “Wrongful Conduct Period”).


For purposes of this Article IX, “Financial Gain”
shall equal, on each date of (x) exercise in the case of Options and
Stock Appreciation Rights, (y) the lapse of the Restriction Period in
the case of Performance Stock, Performance Units, Restrict Stock or Restricted
Stock Units, or (z) issuance of shares of Common Stock in the case of
Deferred Stock in each case, occurring during the Wrongful Conduct Period,


(i)            with respect to
Options, the excess of (A) the greater of (I) the Fair Market
Value on the date of exercise and (II) the Fair Market Value on the date
of sale of the Option shares, over (B) the exercise price, multiplied by
the number of shares of Common Stock for which the Award was so exercised
(without reduction for any shares of Common Stock surrendered or attested to),



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(ii)           with respect to
Stock Appreciation Rights, the excess of (A) the Fair Market Value on
the date of exercise, over (B) the exercise price, multiplied by the number
of shares of Common Stock for which the Award was so exercised, and


(iii)          with respect to all
other Awards, the greater of (A) the Fair Market Value on the date of
lapse of the Restriction Period in the case of Performance Stock, Performance
Units, Restricted Stock or Restricted Stock Units or issuance of shares of
Common Stock in the case of Deferred Stock, and (B) the Fair Market
Value on the date of sale of the shares of Common Stock issued in respect of
such Award, multiplied by the number of shares so issued or no longer subject
to the Restriction Period, as the case may be (without reduction for any shares
of Common Stock surrendered or attested to).


Unless otherwise determined
by the Committee at the grant date, each Award Agreement shall provide for the
Participant’s consent to and authorization of the Company and the Subsidiaries
to deduct from any amounts payable by such entities to such Participant any
amounts the Participant owes to the Company under this Article IX.  This right of set-off is in addition to any
other remedies the Company may have against the Participant for the Participant’s
breach of this Article IX.  The
Participant’s obligations under this Article IX shall be cumulative (but not
duplicative) of any similar obligations the Participant has under this Plan,
any Award Agreement or any other agreement with the Company or any Subsidiary.


Article X

Change in Control


10.1         Accelerated
Vesting and Payment.


(a)           In General.  Unless the Committee otherwise determines in
the manner set forth in Section 10.2, upon the occurrence of a Change in
Control, (i) all Options and Stock Appreciation Rights shall become
exercisable, (ii) the Restriction Period on all Restricted Stock,
Restricted Stock Units and freestanding Deferred Stock shall lapse immediately
prior to such Change of Control, (iii) shares of Common Stock underlying
Awards of Restricted Stock Units and Deferred Stock shall be issued to each
Participant then holding such Award immediately prior to such Change in
Control.


(b)           Performance Stock
and Performance Units.  Unless
otherwise determined by the Committee at the grant date, in the event of a
Change in Control, (i) any Performance Period in progress at the time of
the Change in Control for which Performance Stock or Performance Units are
outstanding shall end effective upon the occurrence of such Change in Control
and (ii) all Participants granted such Awards shall be deemed to have
earned a pro rata award equal to the product of (A) such
Participant’s target award opportunity with respect to such Award for the
Performance Period in question and (B) the percentage of
performance objectives achieved as of the date on which the Change in Control
occurs.  Shares of Common Stock
underlying such Awards to the extent such Awards shall be deemed to have been
earned, shall be issued to each Participant then holding such Awards
immediately prior to such Change of Control. 
Any Performance Stock and Performance Units for which the applicable pro
rated performance objectives have not been achieved shall be forfeited and
canceled as of the date of such Change in Control.


(c)           Timing of
Payments.  Except to the extent
provided in Sections 10.1(a) or (b), payment of any amounts calculated in
accordance with Sections 10.1(a) and (b) shall be made in cash or, if
determined by the Committee (as constituted immediately prior to the Change in
Control), in shares of the common stock of the New Employer having an aggregate
fair market value equal to such amount and shall be payable in full, as soon as
reasonably practicable, but in no event later than 30 days, following the
Change in Control.  For purposes hereof,
the fair market value of one share of common stock of the New Employer shall be
determined by the Committee (as constituted immediately prior to the
consummation of the transaction constituting the Change in Control), in good
faith.



 18
 









10.2         Alternative
Awards.  Notwithstanding Section
10.1, no cancellation, termination, acceleration of exercisability or vesting,
lapse of any Restriction Period or settlement or other payment shall occur with
respect to any outstanding Option, Stock Appreciation Right or Restricted
Stock, if the Committee (as constituted immediately prior to the consummation
of the transaction constituting the Change in Control) reasonably determines,
in good faith, prior to the Change in Control that such outstanding Awards
shall be honored or assumed, or new rights substituted therefor (such honored,
assumed or substituted Award being hereinafter referred to as an “Alternative
Award”) by the New Employer, provided that any Alternative Award must:


(i)            be based on shares
of voting common stock that are traded on an established U.S. securities
market;


(ii)            provide the
Participant (or each Participant in a class of Participants) with rights and
entitlements substantially equivalent to the rights, terms and conditions
applicable under such Award, including, but not limited to, an identical
exercise or vesting schedule and identical timing and methods of payment;


(iii)          have substantially
equivalent economic value to such Award (determined at the time of the Change
in Control);


(iv)          have terms and
conditions which provide that in the event that the Participant suffers an
involuntary termination within two years following the Change in Control any
conditions on the Participant’s rights under, or any restrictions on transfer
or exercisability applicable to, each such Award held by such Participant shall
be waived or shall lapse, as the case may be; and


(v)           not be subject to
the requirements of section 409A of the Code.


10.3         Termination
of Employment Prior to Change in Control. 
In the event that any Change in Control occurs as a result of any
transaction described in clause (iii) or (v) of the definition of such
term, any Participant whose employment is terminated due to death or Disability
on or after the date, if any, on which the shareholders of the Company approve
such Change in Control transaction, but prior to the consummation thereof,
shall be treated, solely for purposes of this Plan (including, without
limitation, this Article X), as continuing in the Company’s employment until
the occurrence of such Change in Control, and to have been terminated
immediately thereafter.


Article XI

Stockholder Rights


Notwithstanding anything to the contrary in the Plan,
no Participant or Permitted Transferee shall have any voting or other rights as
a stockholder of the Company with respect to any Common Stock covered by any
Award until the issuance of a certificate or certificates to the Participant
for such Common Stock.  No adjustment
shall be made for dividends or other rights for which the record date is prior
to the issuance of such certificate or certificates.


Article XII

Effective Date, Amendment, Modification, 

and Termination of Plan


The Plan shall be effective upon its adoption by the
Board and approval by a majority of the stockholders of the Company, and shall
continue in effect, unless sooner terminated pursuant to this Article XII,
until the tenth anniversary of the date on which it is adopted by the Board
(except as to Awards outstanding on that date). 
The Board or the Committee may at any time terminate or suspend the
Plan, and from time to time may amend or modify the Plan; provided that without
the approval by a majority of the votes cast at a meeting of shareholders at
which a quorum representing a majority of the shares of the Company entitled to
vote generally in the election of Directors is present in person or by proxy,
no amendment or modification to the Plan may (i) materially
increase the benefits accruing to Participants, (ii) except as
otherwise expressly provided in Section 4.4, materially increase the
number of shares of Common Stock subject to the Plan or the individual Award
limitations specified in Section 4.3, (iii) materially modify
the requirements for participation in the Plan, or (iv) amend, modify,
terminate or suspend Section 5.6 (repricing prohibition) or this Article XII.



 19
 









No amendment, modification, or termination of the Plan
shall in any manner adversely affect any Award theretofore granted under the
Plan, without the consent of the Participant; provided, that, notwithstanding
anything to the contrary contained in this Plan, without a Participant’s
consent, the Board or the Committee may amend (such amendment to have the minimum
economic effect necessary, as determined by the Board or the Committee in its
sold discretion) the Plan, any Award or any Award Agreement in such manner as
may be necessary or appropriate to either (A) exempt the Award from
section 409A of the Code in the case of Options, Stock Appreciation Rights,
Performance Shares or Restricted Shares, or (B) comply with the
requirements of section 409A of the Code in the case of Performance Units,
Restricted Stock Units or Deferred Stock, including, but not limited to, by
delaying the payment of cash or the issuance of any shares of Common Stock to
any “specified employee” (within the meaning of section 409A of the Code) upon
the termination of such specified employee’s employment to the extent required.


Article XIII

Miscellaneous Provisions


13.1         Nontransferability
of Awards.  No Award shall be
assignable or transferable except by will or the laws of descent and
distribution; provided that the Committee may permit (on such terms and
conditions as it shall establish) in its sole discretion a Participant to
transfer an Award for no consideration to the Participant’s child, stepchild,
grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person
sharing the Participant’s household (other than a tenant or employee), a trust
in which these persons have more than fifty percent of the beneficial interest,
a foundation in which these persons (or the Participant) control the management
of assets, and any other entity in which these persons (or the Participant) own
more than fifty percent of the voting interests (individually, a “Permitted
Transferee”).  Except to the extent
required by law, no Award shall be subject to any lien, obligation or liability
of the Participant.  All rights with
respect to Awards granted to a Participant under the Plan shall be exercisable
during the Participant’s lifetime only by such Participant or, if applicable,
his or her Permitted Transferee(s).  The
rights of a Permitted Transferee shall be limited to the rights conveyed to
such Permitted Transferee, who shall be subject to and bound by the terms of
the agreement or agreements between the Participant and the Company.


13.2         Beneficiary
Designation.  Each Participant under
the Plan may from time to time name any beneficiary or beneficiaries (who may
be named contingently or successively) to whom any benefit under the Plan is to
be paid or by whom any right under the Plan is to be exercised in case of his
or her death.  Each designation will
revoke all prior designations by the same Participant, shall be in a form
prescribed by the Committee, and will be effective only when filed by the
Participant in writing with the Committee during his lifetime.  In the absence of any such designation,
benefits remaining unpaid at the Participant’s death shall be paid to or
exercised by the Participant’s surviving spouse, if any, or otherwise to or by
his or her estate.


13.3         No Guarantee of
Employment or Participation.  Nothing
in the Plan shall interfere with or limit in any way the right of the Company
or any Subsidiary to terminate any Participant’s employment at any time, nor to
confer upon any Participant any right to continue in the employ of the Company
or any Subsidiary.  No Employee shall
have a right to be selected as a Participant, or, having been so selected, to
receive any future Awards.


13.4         Tax Withholding.  The Company shall have the right and power to
deduct from all amounts paid to a Participant in cash or shares (whether under
this Plan or otherwise) or to require a Participant to remit to the Company
promptly upon notification of the amount due, an amount (which may include
shares of Common Stock) to satisfy the minimum federal, state or local or
foreign taxes or other obligations required by law to be withheld with respect
thereto with respect to any Award under this Plan.  In the case of any Award satisfied in the
form of shares of Common Stock, no shares of Common Stock shall be issued
unless and until arrangements satisfactory to the Committee shall have been
made to satisfy the statutory minimum withholding tax obligations applicable
with respect to such Award.  Without
limiting the generality of the foregoing, the Company shall have the right to
retain, or the Committee may, subject to such terms and conditions as it may
establish from time to time, permit Participants to elect to tender, shares of
Common Stock (including shares of Common Stock issuable in respect of an Award)
to satisfy, in whole or in part, the amount required to be withheld (provided
that such amount shall not be in excess of the minimum amount required to
satisfy the statutory withholding tax obligations).



 20
 









13.5         Compliance with
Legal and Exchange Requirements.  The
Plan, the granting and exercising of Awards thereunder, and any obligations of
the Company under the Plan, shall be subject to all applicable federal and
state laws, rules, and regulations, and to such approvals by any regulatory or
governmental agency as may be required, and to any rules or regulations of any
exchange on which the Common Stock is listed. 
The Company, in its discretion, may postpone the granting and exercising
of Awards, the issuance or delivery of shares of Common Stock under any Award
or any other action permitted under the Plan to permit the Company, with
reasonable diligence, to complete such stock exchange listing or registration
or qualification of such Shares or other required action under any federal or
state law, rule, or regulation and may require any Participant to make such
representations and furnish such information as it may consider appropriate in
connection with the issuance or delivery of shares of Common Stock in compliance
with applicable laws, rules, and regulations. 
The Company shall not be obligated by virtue of any provision of the
Plan to recognize the exercise of any Award or to otherwise sell or issue
shares of Common Stock in violation of any such laws, rules, or regulations,
and any postponement of the exercise or settlement of any Award under this
provision shall not extend the term of such Awards.  Neither the Company nor its directors or
officers shall have any obligation or liability to a Participant with respect
to any Award (or shares of Common Stock issuable thereunder) (i) that
shall lapse because of such postponement or (ii) for any failure to
comply with the requirements of any applicable law, rules or regulations,
including, but not limited to, any failure to comply with the requirements of
section 409A of the Code.


13.6         Indemnification.  Each person who is or shall have been a
member of the Committee or of the Board shall be indemnified and held harmless
by the Company against and from any loss, cost, liability, or expense that may
be imposed upon or reasonably incurred by him in connection with or resulting
from any claim, action, suit, or proceeding to which he may be made a party or
in which he may be involved by reason of any action taken or failure to act
under the Plan and against and from any and all amounts paid by him in
settlement thereof, with the Company’s approval, or paid by him in satisfaction
of any judgment in any such action, suit, or proceeding against him, provided
he shall give the Company an opportunity, at its own expense, to handle and
defend the same before he undertakes to handle and defend it on his own
behalf.  The foregoing right of
indemnification shall not be exclusive and shall be independent of any other
rights of indemnification to which such persons may be entitled under the
Company’s Articles of Incorporation or By-laws, by contract, as a matter of
law, or otherwise.


13.7         No
Limitation on Compensation.  Nothing
in the Plan shall be construed to limit the right of the Company to establish
other plans or to pay compensation to its employees, in cash or property, in a
manner which is not expressly authorized under the Plan.


13.8         Deferrals
Due to Section 162(m).   The
Committee may postpone the exercising of Awards, the issuance or delivery of
Common Stock under any Award or any action permitted under the Plan to prevent
the Company or any Subsidiary from being denied a Federal income tax deduction
with respect to any Award other than an ISO; provided, that such deferral satisfies
the requirements of section 409A of the Code.


13.9         Governing
Law.  The Plan shall be construed in
accordance with and governed by the laws of the State of New York, without
reference to principles of conflict of laws which would require application of
the law of another jurisdiction, except to the extent that the corporate law of
the State of Delaware specifically and mandatorily applies.


13.10       Severability;
Blue Pencil.  In the event that any
one or more of the provisions of this Plan shall be or become invalid, illegal
or unenforceable in any respect, the validity, legality and enforceability of
the remaining provisions contained herein shall not be affected thereby.  If, in the opinion of any court of competent
jurisdiction such covenants are not reasonable in any respect, such court shall
have the right, power and authority to excise or modify such provision or
provisions of these covenants as to the court shall appear not reasonable and
to enforce the remainder of these covenants as so amended.


13.11       No
Impact On Benefits.  Except as may
otherwise be specifically stated under any employee benefit plan, policy or
program, no amount payable in respect of any Award shall be treated as
compensation for purposes of calculating a Participant’s right under any such
plan, policy or program.



 21
 









13.12       No
Constraint on Corporate Action. 
Nothing in this Plan shall be construed (i) to limit, impair
or otherwise affect the Company’s right or power to make adjustments,
reclassifications, reorganizations or changes of its capital or business
structure, or to merge or consolidate, or dissolve, liquidate, sell, or
transfer all or any part of its business or assets or (ii) to limit
the right or power of the Company, or any Subsidiary to take any action which
such entity deems to be necessary or appropriate.


13.13       Headings
and Captions.  The headings and
captions herein are provided for reference and convenience only, shall not be
considered part of this Plan, and shall not be employed in the construction of
this Plan.


 



 22