Exhibit 4.3


    Exhibit
      4.3

     

    


     

    CONMED
      CORPORATION

     

    2006
      STOCK INCENTIVE PLAN 

     

    ARTICLE
      I

     

    GENERAL

     

    1.1.     Purpose

     

    The
      purpose of Conmed Corporation 2006 Stock Incentive Plan is to attract, retain
      and motivate officers, directors, employees, consultants and others who may
      perform services for Conmed Corporation and its successors (the “Company”) and
      its subsidiaries and affiliates, to compensate them for their contributions
      to
      the long-term growth and profits of the Company, and to encourage them to
      acquire a proprietary interest in the success of the Company.

    


    1.2.     Definitions
      of Certain Terms

     

    1.2.1.     “Award”
      means an award made pursuant to the Plan.

     

    1.2.2.     “Award
      Agreement” means the written document by which each Award is
      evidenced.

     

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

     

    1.2.4.     “Certificate”
      means a stock certificate (or other appropriate document or evidence of
      ownership) representing shares of Common Stock.

     

    1.2.5.     “Code”
      means the Internal Revenue Code of 1986, as amended from time to time, and
      the
      applicable rulings and regulations thereunder.

     

    1.2.6.     “Committee”
      means the Compensation Committee of the Board of Directors, or such other
      committee of the Board as the Board may select from time to time to administer
      the Plan pursuant to Section 1.3.

     

    1.2.7.     “Common
      Stock” means common stock of the Company.

     

    1.2.8.     “Employment”
      means a grantee’s performance of services for the Company or its subsidiaries or
      affiliates, in any form whether as an employee, consultant or otherwise as
      determined by the Committee. The terms “employ” and “employed” shall have their
      correlative meanings.

     

    1.2.9.     “Exchange
      Act” means the Securities Exchange Act of 1934, as amended from time to time,
      and the applicable rules and regulations thereunder.

     

    1.2.10.     “Fair
      Market Value” means, with respect to a share of Common Stock on any day, the
      closing price of the Common Stock on the principal securities exchange on which
      the shares of Common Stock are then traded, or, if not traded, the price set
      by
      the Committee.

     

    1.2.11.     “Plan”
      means the Conmed Corporation 2006 Stock Incentive Plan, as described herein
      and
      as hereafter amended from time to time.

     

    1.3.     Administration

     

    1.3.1.     Subject
      to Section 1.3.4, the Plan shall be administered by the Committee. To the extent
      required for transactions under the Plan to qualify for the exemptions available
      under Rule 16b-3 promulgated 

     

    
      
        
        

      

      
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    under
      the
      Exchange Act, all actions relating to Awards to persons subject to Section
      16 of
      the Exchange Act may be taken by the Board or a committee or subcommittee of
      the
      Board composed of three (3) or more members, each of whom is a “non-employee
      director” within the meaning of Exchange Act Rule 16b-3. To the extent required
      for compensation realized from Awards under the Plan to be deductible by the
      Company pursuant to Section 162(m) of the Code, such Awards may be granted
      by a
      committee or subcommittee of the Board composed of three (3) or more members,
      each of whom is an “outside director” within the meaning of Code Section
      162(m).

     

    1.3.2.     The
      Committee shall have complete control over the administration of the Plan and
      shall have the authority in its sole discretion to (a) exercise all of the
      powers granted to it under the Plan, (b) construe, interpret and implement
      the
      Plan and all Award Agreements, (c) prescribe, amend and rescind rules and
      regulations relating to the Plan, including rules governing its own operations,
      (d) make all determinations necessary or advisable in administering the Plan,
      (e) correct any defect, supply any omission and reconcile any inconsistency
      in the Plan, (f) amend the Plan to reflect changes in applicable law, (g)
      grant Awards and determine who shall receive Awards, (h) amend any outstanding
      Award Agreement to accelerate the time or times at which the Award becomes
      vested, unrestricted or may be exercised, or to waive or amend any goals,
      restrictions or conditions set forth in such Award Agreement, or reflect a
      change in the grantee’s circumstances (e.g.,
      a
      change to part-time employment status), and (i) determine whether, to what
      extent and under what circumstances and method or methods (1) Awards may be
      (A)
      settled in cash, shares of Common Stock, other securities, other Awards or
      other
      property, (B) exercised or (C) canceled, forfeited or suspended (including,
      without limitation, canceling underwater options without any payment to the
      grantee), (2) shares of Common Stock, other securities, other Awards or other
      property and other amounts payable with respect to an Award may be deferred
      either automatically or at the election of the grantee thereof or of the
      Committee and (3) Awards may be settled by the Company, any of its
      subsidiaries or affiliates or any of its or their designees;
      provided, however, that, except in connection with a stock split, dividend,
      recapitalization, merger, consolidation, spinoff, combination or other exchange
      of shares affecting all holders of Common Stock, the Committee shall not be
      permitted to reprice (as defined under rules of any national exchange upon
      which
      the Company’s shares of Common Stock may be listed) options or stock
      appreciation rights without the consent of the Company's
      shareholders.

     

    1.3.3.     Actions
      of the Committee may be taken by the vote of a majority of its members present
      at a meeting (which may be held telephonically). Any action may be taken by
      a
      written instrument signed by a majority of the Committee members, and action
      so
      taken shall be fully as effective as if it had been taken by a vote at a
      meeting. The determination of the Committee on all matters relating to the
      Plan
      or any Award Agreement shall be final, binding and conclusive. The Committee
      may
      allocate among its members and delegate to any person who is not a member of
      the
      Committee any of its administrative responsibilities.

     

    1.3.4.     Notwithstanding
      anything to the contrary contained herein, the Board may, in its sole
      discretion, at any time and from time to time, grant Awards or administer the
      Plan. The Board shall have all of the authority and responsibility granted
      to
      the Committee herein. 

     

    1.3.5.     No
      Liability

     

    No
      member
      of the Board or the Committee or any employee of the Company or its subsidiaries
      or affiliates (each such person, a “Covered Person”) shall have any liability to
      any person (including any grantee) for any action taken or omitted to be taken
      or any determination made in good faith with respect to the Plan or any Award.
      Each Covered Person shall be indemnified and held harmless by the Company
      against and from (a) any loss, cost, liability or expense (including attorneys’
fees) that may be imposed upon or incurred by such Covered Person in connection
      with or resulting from any action, suit or proceeding to which such Covered
      Person may be a party or in which such Covered Person may be involved by reason
      of any action taken or omitted to be taken under the Plan or any Award Agreement
      and (b) any and all amounts paid by such Covered Person, with the Company’s
      approval, in settlement thereof, or paid by such Covered Person in satisfaction
      of any judgment in 

     

    
      
        
        

      

      
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    any
      such
      action, suit or proceeding against such Covered Person, provided
      that the
      Company shall have the right, at its own expense, to assume and defend any
      such
      action, suit or proceeding and, once the Company gives notice of its intent
      to
      assume the defense, the Company shall have sole control over such defense with
      counsel of the Company’s choice. The foregoing right of indemnification shall
      not be available to a Covered Person to the extent that a court of competent
      jurisdiction in a final judgment or other final adjudication, in either case
      not
      subject to further appeal, determines that the acts or omissions of such Covered
      Person giving rise to the indemnification claim resulted from such Covered
      Person’s bad faith, fraud or willful criminal act or omission. The foregoing
      right of indemnification shall not be exclusive of any other rights of
      indemnification to which Covered Persons may be entitled under the Company’s
      Certificate of Incorporation or Bylaws, as a matter of law, or otherwise, or
      any
      other power that the Company may have to indemnify such persons or hold them
      harmless.

    


    1.4.     Persons
      Eligible for Awards

     

    Awards
      under the Plan may be made to such officers, directors, employees, consultants
      and other individuals who may perform services for the Company and its
      subsidiaries and affiliates, as the Committee may select. 

    


    1.5.     Types
      of Awards Under Plan

     

    Awards
      may be made under the Plan in the form of (a) options, (b) stock
      appreciation rights, (c) dividend equivalent rights, (d) restricted stock,
      (e)
      restricted stock units and (f) other equity-based or equity-related Awards
      which the Committee determines to be consistent with the purpose of the Plan
      and
      the interests of the Company.

    


    1.6.     Shares
      Available for Awards

     

    1.6.1.     Total
      shares available.
      Subject
      to adjustment pursuant to Section 1.6.2, the total number of shares of Common
      Stock which may be delivered pursuant to Awards granted under the Plan shall
      not
      exceed the sum of 1,000,000 shares that will be available for grants and awards
      under the Plan. If any Award is forfeited or otherwise terminates or is canceled
      without the delivery of shares of Common Stock or shares of Common Stock are
      surrendered or withheld from any Award to satisfy a grantee’s income tax or
      other withholding obligations, then the shares covered by such forfeited,
      terminated or canceled Award or which are equal to the number of shares
      surrendered or withheld shall again become available to be delivered pursuant
      to
      Awards granted or to be granted under this Plan. Notwithstanding the foregoing,
      but subject to adjustment pursuant to Section 1.6.2, no more than 1,000,000
      shares of Common Stock shall be delivered pursuant to the exercise of incentive
      stock options. The maximum number of shares of Common Stock with respect to
      which options and stock appreciation rights may be granted to an individual
      grantee in any calendar year is 200,000 shares of Common Stock, subject to
      adjustment pursuant to Section 1.6.2. The maximum number of shares of Common
      Stock with respect to which restricted stock, restricted stock units or
      performance shares that are intended to qualify as performance-based
      compensation under Section 162(m) of the Code may be granted to an individual
      grantee in any calendar year is 200,000 shares of Common Stock, subject to
      adjustment pursuant to Section 1.6.2. Any shares of Common Stock (a) delivered
      by the Company, (b) with respect to which Awards are made by the Company and
      (c)
      with respect to which the Company becomes obligated to make Awards, in each
      case
      through the assumption of, or in substitution for, outstanding awards previously
      granted by an acquired entity, shall not be counted against the shares of Common
      Stock available for Awards under this Plan. Shares of Common Stock which may
      be
      delivered pursuant to Awards may be authorized but unissued Common Stock or
      authorized and issued Common Stock held in the Company’s treasury or otherwise
      acquired for the purposes of the Plan. 

     

    1.6.2.     Adjustments.
      The
      Committee shall have the authority (but not the obligation) to adjust the number
      of shares of Common Stock authorized pursuant to Section 1.6.1 and to adjust
      (including, without limitation, by payment of cash) the terms of any outstanding
      Awards (including, without 

     

    
      
        
        

      

      
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    limitation,
      the number of shares of Common Stock covered by each outstanding Award, the
      type
      of property to which the Award relates and the exercise or strike price of
      any
      Award), in such manner as it deems appropriate to prevent the enlargement or
      dilution of rights, or otherwise deems it appropriate, for any increase or
      decrease in the number of issued shares of Common Stock (or issuance of shares
      of stock other than shares of Common Stock) resulting from a recapitalization,
      stock split, reverse stock split, stock dividend, spinoff, splitup, combination
      or reclassification or exchange of the shares of Common Stock, merger,
      consolidation, rights offering, separation, reorganization or any other change
      in corporate structure or event the Committee determines in its sole discretion
      affects the capitalization of the Company, including any extraordinary dividend
      or distribution. After any adjustment made pursuant to this Section 1.6.2,
      the
      number of shares of Common Stock subject to each outstanding Award shall be
      rounded up or down to the nearest whole number, as determined by the
      Committee.

     

    1.6.3.     Except
      as
      provided in this Section 1.6 or under the terms of any applicable Award
      Agreement, there shall be no limit on the number or the value of shares of
      Common Stock that may be subject to Awards to any individual under the
      Plan.

     

    1.6.4.     There
      shall be no limit on the amount of cash, securities (other than shares of Common
      Stock as provided in Section 1.6.1, as adjusted by 1.6.2) or other property
      that
      may be delivered pursuant to any Award. 

     

    ARTICLE
      II

     

    AWARDS
      UNDER THE PLAN

     

    2.1.     Agreements
      Evidencing Awards

     

    Each
      Award granted under the Plan shall be evidenced by an Award Agreement which
      shall contain such provisions and conditions as the Committee deems appropriate.
      The Committee may grant Awards in tandem with or in substitution for any other
      Award or Awards granted under this Plan or any award granted under any other
      plan of the Company. By accepting an Award pursuant to the Plan, a grantee
      thereby agrees that the Award shall be subject to all of the terms and
      provisions of the Plan and the applicable Award Agreement.

    


    2.2.     No
      Rights as a Shareholder

     

    No
      grantee of an Award (or other person having rights pursuant to an Award) shall
      have any of the rights of a shareholder of the Company with respect to shares
      of
      Common Stock subject to an Award until the delivery of such shares. Except
      as
      otherwise provided in Section 1.6.2, no adjustments shall be made for dividends
      or distributions (whether ordinary or extraordinary, and whether in cash, Common
      Stock, other securities or other property) on, or other events relating to,
      shares of Common Stock subject to an Award for which the record date is prior
      to
      the date such shares are delivered.

    


    2.3.     Grant
      of Options and Stock Appreciation Rights

     

    The
      Committee may grant (a) options to purchase shares of Common Stock from the
      Company and (b) stock appreciation rights, in such amounts and subject to such
      terms and conditions as the Committee may determine.

    


    2.4.     Exercise
      of Options and Stock Appreciation Rights

     

    2.4.1.     Any
      acceptance by the Committee of an optionee’s written notice of exercise of an
      option shall be conditioned upon payment for the shares being purchased. Such
      payment may be made in cash or by such other method as the Committee may from
      time to time prescribe.

     

    
      
        
        

      

      
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    2.4.2.     After
      receiving payment from the optionee of the full option exercise price, or after
      receiving notice from the grantee of the exercise of a stock appreciation right
      for which payment will be made by the Company partly or entirely in shares
      of
      Common Stock, the Company shall, subject to the provisions of the Plan or any
      Award Agreement, deliver the shares of Common Stock.

     

    2.5.     Grant
      of Restricted Stock

     

    The
      Committee may grant or offer for sale restricted shares of Common Stock in
      such
      amounts and subject to such terms and conditions as the Committee shall
      determine. Upon the delivery of such shares, the grantee shall have the rights
      of a shareholder with respect to the restricted stock, subject to any
      restrictions and conditions as the Committee may include in the applicable
      Award
      Agreement. In the event that a Certificate is issued in respect of restricted
      shares of Common Stock, such Certificate may be registered in the name of the
      grantee but shall be held by the Company or its designated agent until the
      time
      the restrictions lapse.

    


    2.6.     Grant
      of Restricted Stock Units

     

    The
      Committee may grant Awards of restricted stock units in such amounts and subject
      to such terms and conditions as the Committee shall determine. A grantee of
      a
      restricted stock unit will have only the rights of a general unsecured creditor
      of the Company until delivery of shares of Common Stock, cash or other
      securities or property is made as specified in the applicable Award Agreement.
      On the delivery date, the grantee of each restricted stock unit not previously
      forfeited shall receive one share of Common Stock, or cash, securities or other
      property equal in value to a share of Common Stock or a combination thereof,
      as
      specified by the Committee.

    


    2.7.     Other
      Stock-Based Awards

     

    The
      Committee may grant other types of equity-based or equity-related Awards
      (including the grant or offer for sale of unrestricted shares of Common Stock
      and performance shares) in such amounts and subject to such terms and
      conditions, as the Committee shall determine. Such Awards may entail the
      transfer of actual shares of Common Stock to Plan participants, or payment
      in
      cash or otherwise of amounts based on the value of shares of Common
      Stock.

    


    2.8.     Grant
      of Dividend Equivalent Rights

     

    The
      Committee may include in the Award Agreement with respect to any Award a
      dividend equivalent right entitling the grantee to receive amounts equal to
      all
      or any portion of the dividends that would be paid on the shares of Common
      Stock
      covered by such Award if such shares had been delivered pursuant to such Award.
      The grantee of a dividend equivalent right will have only the rights of a
      general unsecured creditor of the Company until payment of such amounts is
      made
      as specified in the applicable Award Agreement. In the event such a provision
      is
      included in an Award Agreement, the Committee shall determine whether such
      payments shall be made in cash, in shares of Common Stock or in another form,
      whether they shall be conditioned upon the exercise of the Award to which they
      relate, the time or times at which they shall be made, and such other terms
      and
      conditions as the Committee shall deem appropriate.

    


    2.9.     Performance
      Goals

     

    The
      Committee may establish performance goals with respect to any Award using one
      or
      more of the following goals: (a) market share (including, without limitation,
      the market share of trading volume in certain types of securities), (b)
      earnings, (c) earnings per share, (d) operating profit, (e) operating margin,
      (f) return on equity, (g) return on assets, (h) total return to stockholders,
      (i) technology improvements, (j) return on investment capital, (k) revenue
      growth, (l) cash flow, (m) reliability, (n) revenue growth, (o) quality
      objectives and (p) such other objectives or performance measures as the
      Committee may select. In addition, Awards may be subject to comparisons of
      the

     

    
      
        
        

      

      
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     performance
      of other companies, such performance to be measured by one or more of the
      foregoing business criteria.

     

    ARTICLE
      III

     

    MISCELLANEOUS

     

    3.1.     Amendment
      of the Plan

     

    The
      Board
      may from time to time suspend, discontinue, revise or amend the Plan in any
      respect whatsoever, and may also suspend the ability of a recipient of an Award
      to exercise or otherwise realize the value of such Award, provided,
      however,
      that,
      except with respect to the foregoing, no amendment shall materially adversely
      affect a grantee without such person’s prior written consent. 

    


    3.2.     Tax
      Withholding

     

    3.2.1.     As
      a
      condition to the delivery of any shares of Common Stock, other property or
      cash
      pursuant to any Award or the lifting or lapse of restrictions on any Award,
      or
      in connection with any other event that gives rise to a federal or other
      governmental tax withholding obligation on the part of the Company or any of
      its
      subsidiaries or affiliates relating to an Award (including, without limitation,
      FICA tax), (a) the Company may deduct or withhold (or cause to be deducted
      or
      withheld) from any payment or distribution to a grantee whether or not pursuant
      to the Plan or (b) the Committee shall be entitled to require that the grantee
      remit cash to the Company or any of its subsidiaries or affiliates (through
      payroll deduction or otherwise), or (c) the Company or any its of subsidiaries
      or affiliates may enter into any other suitable arrangements to withhold in
      each
      case in an amount sufficient in the opinion of the Company to satisfy such
      withholding obligation.

     

    3.2.2.     If
      the
      event giving rise to the withholding obligation involves a transfer of shares
      of
      Common Stock, then, unless the applicable Award Agreement provides otherwise,
      at
      the discretion of the Committee, the grantee may satisfy the withholding
      obligation described under Section 3.2.1 by electing to have the Company
      withhold shares of Common Stock (which withholding will be at a rate not in
      excess of the statutory minimum rate) or by tendering previously owned shares
      of
      Common Stock, in each case having a Fair Market Value equal to the amount of
      tax
      to be withheld (or by any other mechanism as may be required or appropriate
      to
      conform with local tax and other rules). For this purpose, Fair Market Value
      shall be determined as of the date on which the amount of tax to be withheld
      is
      determined (and the Company may cause any fractional share amount to be settled
      in cash).

     

    3.3.     Required
      Consents and Legends

     

    3.3.1.     If
      the
      Committee shall at any time determine that any consent (as hereinafter defined)
      is necessary or desirable as a condition of, or in connection with, the granting
      of any Award, the delivery of shares of Common Stock or the delivery of any
      cash, securities or other property under the Plan, or the taking of any other
      action thereunder (each such action being hereinafter referred to as a “plan
      action”), then such plan action shall not be taken, in whole or in part, unless
      and until such consent shall have been effected or obtained to the full
      satisfaction of the Committee. The Committee may direct that any Certificate
      evidencing shares delivered pursuant to the Plan shall bear a legend setting
      forth such restrictions on transferability as the Committee may determine to
      be
      necessary or desirable, and may advise the transfer agent to place a stop order
      against any legended shares.

     

    3.3.2.     The
      term
“consent” as used herein with respect to any plan action includes (a) any and
      all listings, registrations or qualifications in respect thereof upon any
      securities exchange or under any federal, state, or local law, or law, rule
      or
      regulation of a jurisdiction outside the United States, (b) any and all
      written agreements and representations by the grantee with respect to the
      disposition of shares, or with respect to any other matter, which the Committee
      may deem necessary or desirable to comply with the terms of any such listing,
      registration or qualification or to obtain an exemption from the

     

    
      
        
        

      

      
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     requirement
      that any such listing, qualification or registration be made, (c) any and all
      other consents, clearances and approvals in respect of a plan action by any
      governmental or other regulatory body or any stock exchange or self-regulatory
      agency, (d) any and all consents by the grantee to (i) the Company’s supplying
      to any third party recordkeeper of the Plan such personal information as the
      Committee deems advisable to administer the Plan, (ii) the Company, or its
      applicable subsidiary or affiliate, deducting amounts from the grantee’s wages,
      or another arrangement satisfactory to the Committee, to reimburse the Company,
      or its applicable subsidiary or affiliate, for advances made on the grantee’s
      behalf to satisfy certain withholding and other tax obligations in connection
      with an Award and (iii) the Company imposing sales and transfer procedures
      and
      restrictions and hedging restrictions on shares of Common Stock delivered under
      the Plan and (e) any and all consents or authorizations required to comply
      with, or required to be obtained under, applicable local law or otherwise
      required by the Committee. Nothing herein shall require the Company to list,
      register or qualify the shares of Common Stock on any securities
      exchange.

     

    3.4.     Right
      of Offset

     

    The
      Company and its subsidiaries and affiliates shall have the right to offset
      against its obligation to deliver shares of Common Stock (or other property
      or
      cash) under the Plan or any Award Agreement any outstanding amounts (including,
      without limitation, travel and entertainment or advance account balances, loans,
      repayment obligations under any Awards, or amounts repayable to the Company
      or
      its subsidiaries or affiliates pursuant to tax equalization, housing, automobile
      or other employee programs) the grantee then owes to the Company or its
      subsidiaries or affiliates and any amounts the Committee otherwise deems
      appropriate pursuant to any tax equalization policy or agreement.

    


    3.5.     Nonassignability

     

    Except
      to
      the extent otherwise expressly provided in the applicable Award Agreement,
      no
      Award (or any rights and obligations thereunder) granted to any person under
      the
      Plan may be sold, exchanged, transferred, assigned, pledged, hypothecated,
      fractionalized, hedged or otherwise disposed of (including through the use
      of
      any cash-settled instrument), whether voluntarily or involuntarily, other than
      by will or by the laws of descent and distribution, and all such Awards (and
      any
      rights thereunder) shall be exercisable during the life of the grantee only
      by
      the grantee or the grantee’s legal representative. Notwithstanding the preceding
      sentence, the Committee may permit, under such terms and conditions that it
      deems appropriate in its sole discretion, a grantee to transfer any Award to
      any
      person or entity that the Committee so determines. Any sale, transfer,
      assignment, pledge, hypothecation, fractionalization, hedge or other disposition
      in violation of the provisions of this Section 3.5 shall be void. All of the
      terms and conditions of this Plan and the Award Agreements shall be binding
      upon
      any such permitted successors and assigns.

    


    3.6.     Requirement
      of Consent and Notification of Election Under Section 83(b) of the Code or
      Similar Provision

     

    No
      election under Section 83(b) of the Code (to include in gross income in the
      year
      of transfer the amounts specified in Code Section 83(b)) or under a similar
      provision of the law of a jurisdiction outside the United States may be made
      unless expressly permitted by the terms of the Award Agreement or by action
      of
      the Committee in writing prior to the making of such election. If a grantee
      of
      an Award, in connection with the acquisition of shares of Common Stock under
      the
      Plan or otherwise, is expressly permitted under the terms of the Award Agreement
      or by such Committee action to make any such election and the grantee makes
      the
      election, the grantee shall notify the Committee of such election within ten
      (10) days of filing notice of the election with the Internal Revenue Service
      or
      other governmental authority, in addition to any filing and notification
      required pursuant to regulations issued under Code Section 83(b) or other
      applicable provision.

    


    3.7.     Requirement
      of Notification Upon Disqualifying Disposition Under Section 421(b) of
      the
      Code

     

    
      
        
        

      

      
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    If
      any
      grantee shall make any disposition of shares of Common Stock delivered pursuant
      to the exercise of an incentive stock option under the circumstances described
      in Section 421(b) of the Code (relating to certain disqualifying dispositions),
      such grantee shall notify the Company of such disposition within ten (10) days
      thereof.

    


    3.8.     Change
      in Control

     

    3.8.1.  In
      the
      event of a Change in Control, as hereinafter defined, (i) each option and stock
      appreciation right shall be deemed fully vested and exercisable, (ii) the
      restrictions applicable to all restricted shares of Common Stock and restricted
      stock units shall lapse and such shares and share units shall be deemed fully
      vested, (iii) all performance conditions shall be deemed satisfied in full,
      and
      (iv) all restricted stock units and performance stock units shall be paid in
      cash if so specified by the Committee. The amount of any cash payment in respect
      of a restricted stock unit or performance stock unit may be equal to: (A) in
      the
      event the Change in Control is the result of a tender offer or exchange offer
      for Common Stock, the final offer price per share paid for the Common Stock
      or
      (B) in the event the Change in Control is the result of any other occurrence,
      the aggregate per share value of Common Stock as determined by the Committee
      at
      such time. The Committee may, in its discretion, include such further provisions
      and limitations in any agreement documenting such Awards as it may deem
      equitable and in the best interests of the Company.

     

    3.8.2  A
      "Change
      in Control" shall mean the occurrence of any one of the following events: (i)
      any "person" (as such term is defined in Section 3(A)(9) of the Exchange Act
      and
      as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) is or becomes
      a
      "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly
      or indirectly, of securities of the Company representing 25% or more of the
      combined voting power of the Company's then outstanding securities eligible
      to
      vote for the election of the Board (the "Company Voting Securities");
provided,
      however,
      that the
      event described in this clause (i) shall not be deemed to be a Change in Control
      by virtue of any of the following acquisitions: (A) by the Company or any of
      its
      subsidiaries, (B) by any employee benefit plan sponsored or maintained by the
      Company or any of its subsidiaries, (C) by any underwriter temporarily holding
      securities pursuant to an offering of such securities, or (D) pursuant to a
      Non-Control Transaction (as defined in clause (iii) below); (ii) during any
      period of not more than two years, individuals who constitute the Board as
      of
      the beginning of the period (the "Incumbent Directors") cease for any reason
      to
      constitute at least a majority of the Board, provided
      that any
      person becoming a director subsequent to the beginning of the period, whose
      election or nomination for election was approved by a vote (either by specific
      vote or by approval of the proxy statement of the Company in which such person
      is named as a nominee for director, without objection to such nomination) of
      at
      least three-quarters of the Incumbent Directors who remain on the Board,
      including those directors whose election or nomination for election was
      previously so approved, shall also be deemed to be an Incumbent Director;
provided;
      however,
      that no
      individual initially elected or nominated as a director of the Company as a
      result of an actual or threatened election contest with respect to directors
      or
      any other actual or threatened solicitation of proxies or consents by or on
      behalf of any person other than the Board shall be deemed to be an Incumbent
      Director; (iii) the consummation of a merger, consolidation, share exchange
      or
      similar form of corporate reorganization of the Company (or any such type of
      transaction involving the Company or any of its subsidiaries that requires
      the
      approval of the Company's shareholders, whether for the transaction or the
      issuance of securities in the transaction or otherwise) (a "Business
      Combination"), unless immediately following such Business Combination: (a)
      more
      than 60% of the total voting power of the corporation resulting from such
      Business Combination (including, without limitation, any corporation which
      directly or indirectly has beneficial ownership of 100% of the Company Voting
      Securities) eligible to elect directors of such corporation is represented
      by
      shares that were Company Voting Securities immediately prior to such Business
      Combination (either by remaining outstanding or being converted), and such
      voting power is in substantially the same proportion as the voting powers of
      such Company Voting Securities immediately prior to the Business Combination,
      (b) no person (other than any holding company resulting from such Business
      Combination, any employee benefit plan sponsored or maintained by the Company
      (or the corporation resulting from such business Combination)) immediately
      following the consummation of the Business Combination becomes the 

     

    
      
        
        

      

      
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    beneficial
      owner, directly or indirectly, of 25% or more of the total voting power of
      the
      outstanding voting securities eligible to elect directors of the corporation
      resulting from such Business Combination, and (c) at least a majority of the
      members of the board of directors of the corporation resulting from such
      Business Combination were Incumbent Directors at the time of the approval of
      the
      execution of the initial agreement providing for such Business Combination
      (any
      Business Combination which satisfies the conditions in clauses (a), (b) and
      (c)
      is referred to hereunder as a "Non-Control Transaction"); or (iv) the
      shareholders of the Company approve a plan of complete liquidation or
      dissolution of the Company or the sale of all or substantially all of its
      assets. Notwithstanding the foregoing, a Change in Control shall not be deemed
      to occur solely because any person acquires beneficial ownership of more than
      25% of the Company Voting Securities as a result of the acquisition of Company
      Voting Securities by the Company which reduces the number of Company Voting
      Securities outstanding; provided,
      that
      if after
      such acquisition by the Company such person becomes the beneficial owner of
      additional Company Voting Securities that increases the percentage of
      outstanding Company Voting Securities beneficially owned by such person, a
      Change in Control of the Company shall then occur.

     

    3.9.     Right
      of Discharge Reserved

     

    Neither
      the grant of an Award nor any provision in the Plan or in any Award Agreement
      shall confer upon any grantee the right to continued Employment by the Company
      or any of its affiliates or subsidiaries or affect any right that the Company
      or
      its subsidiaries or affiliates may have to terminate or alter the terms and
      conditions of the grantee’s Employment.

    


    3.10.    Nature
      of Payments

     

    3.10.1.     Any
      and
      all grants of Awards and deliveries of shares of Common Stock, cash, securities
      or other property under the Plan shall be in consideration of services performed
      or to be performed for the Company or its subsidiaries or affiliates by the
      grantee. Awards under the Plan may, in the sole discretion of the Committee,
      be
      made in substitution in whole or in part for cash or other compensation
      otherwise payable to an Employee. Deliveries of shares of Common Stock may
      be
      rounded to avoid fractional shares. In addition, the Company may pay cash in
      lieu of fractional shares.

     

    3.10.2.     All
      grants of Awards and deliveries of shares of Common Stock, cash or other
      property under the Plan shall constitute a special discretionary incentive
      payment to the grantee and shall not be required to be taken into account in
      computing the amount of salary or compensation of the grantee for the purpose
      of
      determining any contributions to or any benefits under any pension, retirement,
      profit-sharing, bonus, life insurance, severance or other benefit plan of the
      Company or its subsidiaries or affiliates or under any agreement with the
      grantee, unless the Company or its subsidiaries or affiliates specifically
      provides otherwise.

     

    3.11.     Non-Uniform
      Determinations

     

    None
      of
      the Committee’s determinations under the Plan and Award Agreements need to be
      uniform, and any such determination may be made by it selectively among persons
      who receive, or are eligible to receive, Awards under the Plan (whether or
      not
      such persons are similarly situated). Without limiting the generality of the
      foregoing, the Committee shall be entitled, among other things, to make
      non-uniform and selective determinations under Award Agreements, and to enter
      into non-uniform and selective Award Agreements, as to (a) the persons to
      receive Awards, (b) the terms and provisions of Awards, (c) whether a grantee’s
      Employment has been terminated for purposes of the Plan and (d) any adjustments
      to be made to Award pursuant to Section 1.6.2 or otherwise.

     

    
      
        
        

      

      
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    3.12.     Other
      Payments or Awards

     

    Nothing
      contained in the Plan shall be deemed in any way to limit or restrict the
      Company or its subsidiaries or affiliates from making any award or payment
      to
      any person under any other plan, arrangement or understanding, whether now
      existing or hereafter in effect.

    


    3.13.     Plan
      Headings

     

    The
      headings in this Plan are for the purpose of convenience only and are not
      intended to define or limit the construction of the provisions
      hereof.

    


    3.14.    References
      to Laws, Rules or Regulations

     

    Any
      reference in this Plan to any law, rule or regulation shall be deemed to include
      any amendments, revisions or successor provisions to such law, rule or
      regulation.

    


    3.15.     Adoption
      Date, Effective Date, and Term of Plan

     

    The
      Plan
      was adopted on February 17, 2006. The Plan shall become effective upon
      shareholder approval of the Plan. Unless sooner terminated by the Board, the
      provisions of the Plan which address the grant of incentive stock options shall
      terminate on the day before the tenth anniversary of the date the Plan was
      adopted, and no incentive stock options shall thereafter be granted under the
      Plan. Unless sooner terminated by the Board, the provisions of Section 1.6.1
      which provide that shares of Common Stock that are withheld from Awards of
      restricted stock upon vesting to satisfy a grantee’s income tax or other
      withholding obligations shall be added back to the total shares that may be
      delivered pursuant to Awards granted under the Plan shall terminate on the
      day
      before the tenth anniversary of the date the Plan was approved by shareholders.
      The Board reserves the right to terminate the Plan at any time; provided,
      however,
      that
      all Awards made under the Plan prior to its termination shall remain in effect
      until such Awards have been satisfied or terminated in accordance with the
      terms
      and provisions of the Plan and the applicable Award Agreements. 

    


    3.16.     Governing
      Law

     

    ALL
      RIGHTS AND OBLIGATIONS UNDER THE PLAN AND EACH AWARD AGREEMENT SHALL BE GOVERNED
      BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
      REGARD TO PRINCIPLES OF CONFLICT OF LAWS.

    


    3.17.    Arbitration

     

    Any
      dispute, controversy or claim between the Company and any participant arising
      out of or relating to or concerning the provisions of the Plan shall be finally
      settled by arbitration in New York, New York before, and in accordance with,
      the
      rules then obtaining of the American Arbitration Association (the “AAA”) in
      accordance with the commercial arbitration rules of the AAA, provided that
      the
      sole persons who may be selected to serve as arbitrators shall be partners
      of
      nationally recognized law firms with experience in securities laws issues
      generally and equity compensation plans in particular. Prior to arbitration,
      all
      disputes, controversies or claims maintained by any participant must first
      be
      submitted to the Committee in accordance with claim procedures determined by
      the
      Committee in its sole discretion.

     

    3.18.     Severability;
      Entire Agreement

     

    If
      any of
      the provisions of this Plan or any Award Agreement is finally held to be
      invalid, illegal or unenforceable (whether in whole or in part), such provision
      shall be deemed modified to the extent, but only to the extent, of such
      invalidity, illegality or unenforceability and the remaining provisions shall
      not be affected thereby; provided
      that, if
      any of such provisions is finally held to be invalid, illegal, or unenforceable
      because it exceeds the maximum scope determined to be acceptable to


     

    
      
        
        

      

      
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    permit
      such provision to be enforceable, such provision shall be deemed to be modified
      to the minimum extent necessary to modify such scope in order to make such
      provision enforceable hereunder. The Plan and any Award Agreements contain
      the
      entire agreement of the parties with respect to the subject matter thereof
      and
      supersede all prior agreements, promises, covenants, arrangements,
      communications, representations and warranties between them, whether written
      or
      oral with respect to the subject matter thereof.

    


    3.19.     No
      Third Party Beneficiaries

     

    Except
      as
      expressly provided in an Award Agreement, neither the Plan nor any Award
      Agreement shall confer on any person other than the Company and the grantee
      of
      the Award any rights or remedies thereunder; provided
      that the
      exculpation and indemnification provisions of Section 1.3.5 shall inure to
      the benefit of a Covered Person’s estate, beneficiaries and
      legatees.

    


    3.20.     Successors
      and Assigns of the Company

     

    The
      terms
      of this Plan shall be binding upon and inure to the benefit of the Company
      and
      its successors and assigns.

     

     

    E-11