AMENDED AND RESTATED KATY INDUSTRIES, INC. 1995 LONG-TERM INCENTIVE PLAN


    Exhibit
      10.1

    


    AMENDED
      AND RESTATED

    KATY
      INDUSTRIES, INC.

    1995
      LONG-TERM INCENTIVE PLAN

     

    ARTICLE
      1.

     

    ESTABLISHMENT,
      OBJECTIVES, AND DURATION

     

    1.1 Establishment
      of the Plan. Katy Industries, Inc., a Delaware corporation (hereinafter referred
      to as the Company), hereby establishes an incentive compensation plan to be
      known as the Katy Industries, Inc. Long-Term Incentive Plan (hereinafter
      referred to as the Plan), as set forth in this document. The Plan permits the
      grant of Nonqualified Stock Options, Incentive Stock Options, Stock Appreciation
      Rights, Restricted Stock, Performance Shares and Performance Units, and Other
      Incentive Awards.

     

    Subject
      to approval by the Company's stockholders, the Plan shall become effective
      as of
      January 1, 1995 (the Effective Date) and shall remain in effect as provided
      in
      Section 1.3 hereof.

    


    1.2 Objectives
      of the Plan. The objectives of the Plan are to optimize the profitability and
      growth of the Company through incentives which are consistent with the Company's
      goals and which link the personal interests of Participants to those of the
      Company's stockholders; to provide Participants with an incentive for excellence
      in individual performance; and to promote teamwork among
      Participants.

    


    The
      Plan
      is further intended to provide flexibility to the Company in its ability to
      motivate, attract, and retain the services of Participants who make significant
      contributions to the Company's success and to allow Participants to share in
      the
      success of the Company.

    


    1.3 Duration
      of the Plan. The Plan shall commence on the Effective Date, as described in
      Section 1.1 hereof, and shall remain in effect, subject to the right of the
      Board of Directors to amend or terminate the Plan at any time pursuant to
      Article 16 hereof, until all Shares subject to it shall have been purchased
      or
      acquired according to the Plan's provisions. However, in no event may an Award
      be granted under the Plan on or after December 31, 2004.

    


    ARTICLE
      2.

    


    DEFINITIONS

    


    Whenever
      used in the Plan, the following terms shall have the meanings set forth below,
      and when the meaning is intended, the initial letter of the word shall be
      capitalized:

    


    2.1 Award
      means, individually or collectively, a grant under this Plan of Nonqualified
      Stock Options, Incentive Stock Options, Stock Appreciation Rights, Restricted
      Stock, Performance Shares or Performance Units, or Other Incentive
      Awards.

    


    2.2 Award
      Agreement means an agreement entered into by the Company and each Participant
      setting forth the terms and provisions applicable to Awards granted under this
      Plan.

    


    2.3 Beneficial
      Owner or Beneficial Ownership shall have the meaning ascribed to such term
      in
      Rule 13d-3 of the General Rules and Regulations under the Exchange
      Act.

    


    2.4 Board
      or
      Board of Directors means the Board of Directors of the Company.

    


    2.5 Change
      in
      Control of the Company means, and shall be deemed to have occurred upon, any
      of
      the following events: 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    (a) Any
      Person (other than those Persons in control of the Company as of the Effective
      Date, or other than a trustee or other fiduciary holding securities under an
      employee benefit plan of the Company, or a corporation owned directly or
      indirectly by the stockholders of the Company in substantially the same
      proportions as their ownership of stock of the Company) becomes the Beneficial
      Owner, directly or indirectly, of securities of the Company representing thirty
      percent (30%) or more of the combined voting power of the Company's then
      outstanding securities; or

    


    (b) During
      any period of two (2) consecutive years (not including any period prior to
      the
      Effective Date), individuals who at the beginning of such period constitute
      the
      Board (and any new Director, whose election by the Company's stockholders was
      approved by a vote of at least two-thirds (2/3) of the Directors then still
      in
      office who either were Directors at the beginning of the period or whose
      election or nomination for election was so approved), cease for any reason
      to
      constitute a majority thereof; or

    


    (c) The
      stockholders of the Company approve: (i) a plan of complete liquidation of
      the
      Company; or (ii) an agreement for the sale or disposition of all or
      substantially all the Company's assets; or (iii) a merger, consolidation, or
      reorganization of the Company with or involving any other corporation, other
      than a merger, consolidation, or reorganization that would result in the voting
      securities of the Company outstanding immediately prior thereto continuing
      to
      represent (either by remaining outstanding or by being converted into voting
      securities of the surviving entity) at least fifty percent (50%) of the combined
      voting power of the voting securities of the Company (or such surviving entity)
      outstanding immediately after such merger, consolidation, or
      reorganization.

    


    However,
      in no event shall a Change in Control be deemed to have occurred, with respect
      to a Participant, if the Participant is part of a purchasing group which
      consummates the Change-in-Control transaction. A Participant shall be deemed
      part of a purchasing group for purposes of the preceding sentence if the
      Participant is an equity participant in the purchasing company or group (except
      for: (i) passive ownership of less than one percent (1%) of the stock of the
      purchasing company; or (ii) ownership of equity participation in the purchasing
      company or group which is otherwise not significant, as determined prior to
      the
      Change in Control by a majority of the nonemployee continuing
      Directors).

    


    (d) For
      any
      awards issued under this Plan on or after June 28, 2001, “Change in Control” of
      the Company means, and shall be deemed to have occurred upon, any of the
      following events: 

    


    (i) a
      sale of
      100% of the Company’s outstanding capital stock, as may be outstanding from time
      to time;

    


    (ii) a
      sale of
      all or substantially all of the Company’s Operating Subsidiaries or assets; or


    


    (iii) a
      transaction or series of transactions in which any third party acquires an
      equity ownership in the Company greater than that held by KKTY Holding Company,
      L.L.C. and in which Kohlberg & Co., L.L.C. relinquishes its right to
      nominate a majority of the candidates for election to the board of
      directors.

    


    For
      purposes of this Section 2.5(d), “Operating Subsidiary” shall mean any
      Subsidiary owning assets with an aggregate fair market value in excess of
      $50,000.

    


    2.6 Code
      means the Internal Revenue Code of 1986, as amended from time to
      time.

    


    2.7 Committee
      means the Compensation Committee of the Board, as specified in Article 3
      herein.

    


    2.8 Company
      means Katy Industries, Inc., a Delaware corporation, and the Company's
      Subsidiaries, as well as any successor to any of such entities as provided
      in
      Article 19 herein.

    


    2.9 Director
      means any individual who is a member of the Board of Directors of the
      Company.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.10 Disability
      shall have the meaning ascribed to such term in the Participant's governing
      long-term disability plan.

    


    2.11 Effective
      Date shall have the meaning ascribed to such term in Section 1.1
      hereof.

    


    2.12 Employee
      means any nonunion employee of the Company. Nonemployee Directors shall not
      be
      considered Employees under this Plan unless specifically designated
      otherwise.

    


    2.13 Exchange
      Act means the Securities Exchange Act of 1934, as amended from time to time,
      or
      any successor act thereto.

    


    2.14 Fair
      Market Value shall be determined on the basis of the closing sale price on
      the
      principal securities exchange on which the Shares are publicly traded or, if
      there is no such sale on the relevant date, then on the last previous day on
      which a sale was reported.

    


    2.15 Freestanding
      SAR means an SAR that is granted independently of any Options, as described
      in
      Article 7 herein.

    


    2.16 Incentive
      Stock Option or ISO means an option to purchase Shares granted under Article
      6
      herein and which is designated as an Incentive Stock Option and which is
      intended to meet the requirements of Code Section 422.

    


    2.17 Insider
      shall mean an individual who is, on the relevant date, an officer, director
      or
      ten percent (10%) beneficial owner of any class of the Company's equity
      securities that is registered pursuant to Section 12 of the Exchange Act, all as
      defined under Section 16 of the Exchange Act.

    


    2.18 Named
      Executive Officer means a Participant who, as of the date of vesting and/or
      payout of an Award, as applicable, is one of the group of covered employees,
      as
      defined in the regulations promulgated under Code Section 162(m), or any
      successor statute.

    


    2.19 Nonemployee
      Director means an individual who is a member of the Board of Directors of the
      Company but who is not an Employee of the Company.

    


    2.20 Nonqualified
      Stock Option or NQSO means an option to purchase Shares granted under Article
      6
      herein and which is not intended to meet the requirements of Code Section
      422.

    


    2.21 Option
      means an Incentive Stock Option or a Nonqualified Stock Option, as described
      in
      Article 6 herein.

    


    2.22 Option
      Price means the price at which a Share may be purchased by a Participant
      pursuant to an Option.

    


    2.23 Other
      Incentive Award means an award granted pursuant to Article 10
      hereof.

    


    2.24 Participant
      means any individual designated as a participant in the Plan by the Committee
      in
      accordance with Section 5.1 and who has an outstanding Award granted under
      the
      Plan.

    


    2.25 Performance-Based
      Exception means the performance-based exception from the tax deductibility
      limitations of Code Section 162(m).

    


    2.26 Performance
      Period means the time period during which performance goals must be achieved
      with respect to an Award, as determined by the Committee.

    


    2.27 Performance
      Share means an Award granted to a Participant, as described in Article 9
      herein.

    


    2.28 Performance
      Unit means an Award granted to a Participant, as described in Article 9
      herein.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    2.29 Period
      of
      Restriction means the period during which the transfer of Shares of Restricted
      Stock is limited in some way (based on the passage of time, the achievement
      of
      performance goals, or upon the occurrence of other events as determined by
      the
      Committee, at its discretion), and the Shares are subject to a substantial
      risk
      of forfeiture, as provided in Article 8 herein.

    


    2.30 Person
      shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange
      Act and used in Sections 13(d) and 14(d) thereof, including a group as defined
      in Section 13(d) thereof.

    


    2.31 Restricted
      Stock means an Award granted to a Participant pursuant to Article 8
      herein.

    


    2.32 Retirement
      shall have the meaning ascribed to such term in the Participant's governing
      Company sponsored retirement plan.

    


    2.33 Shares
      means the shares of Common Stock, par value $1.00 per share, of the
      Company.

    


    2.34 Stock
      Appreciation Right or SAR means an Award, granted alone or in connection with
      a
      related Option, designated as an SAR, pursuant to the terms of Article 7
      herein.

    


    2.35 Subsidiary
      means any corporation, partnership, joint venture, affiliate, or other entity
      in
      which the Company has a majority voting interest, and which the Committee
      designates as a participating entity in the Plan.

    


    2.36 Tandem
      SAR means an SAR that is granted in connection with a related Option pursuant
      to
      Article 7 herein, the exercise of which shall require forfeiture of the right
      to
      purchase a Share under the related Option (and when a Share is purchased under
      the Option, the Tandem SAR shall similarly be canceled).

    


    ARTICLE
      3.

    


    ADMINISTRATION

    


    3.1 The
      Committee. The Plan shall be administered by the Compensation Committee of
      the
      Board, or by any other Committee appointed by the Board consisting of not less
      than two (2) Directors who meet the disinterested administration rules of Rule
      16b-3 under the Exchange Act and the definition of outside director within
      the
      meaning of Section 162(m) of the Code and the rules and regulations thereunder
      (Code Section 162(m)). The members of the Committee shall be appointed from
      time
      to time by, and shall serve at the discretion of, the Board of
      Directors.

    


    The
      Committee shall be comprised solely of Directors who are eligible to administer
      the Plan pursuant to Rule 16b-3 under the Exchange Act and Code Section 162(m).
      However, if for any reason the Committee does not qualify to administer the
      Plan
      as contemplated by Rule 16b-3 and Code Section 162(m) of the Exchange Act,
      the
      Board of Directors may appoint a new Committee so as to comply with Rule 16b-3
      and Code Section 162(m).

    


    3.2 Authority
      of the Committee. Except as limited by law or by the Certificate of
      Incorporation or Bylaws of the Company, and subject to the provisions herein,
      the Committee shall have full power to select Employees and other key
      individuals performing services for the Company who shall participate in the
      Plan; determine the sizes and types of Awards; determine the terms and
      conditions of Awards in a manner consistent with the Plan; construe and
      interpret the Plan and any agreement or instrument entered into under the Plan;
      establish, amend, or waive rules and regulations for the Plan's administration;
      and (subject to the provisions of Article 16 herein) amend the terms and
      conditions of any outstanding Award to the extent such terms and conditions
      are
      within the discretion of the Committee as provided in the Plan. Further, the
      Committee shall make all other determinations which may be necessary or
      advisable for the administration of the Plan. As permitted by law, the Committee
      may delegate its authority as identified herein.

    


    The
      Committee may act only by a majority of its members in office, except that
      the
      members thereof may authorize any one or more of their members or any officer
      of
      the Company to execute and deliver documents or to take any other ministerial
      action on behalf of the Committee with respect to Awards made or to be made
      to
      Plan Participants.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    3.3 Decisions
      Binding. All determinations and decisions made by the Committee pursuant to
      the
      provisions of the Plan and all related orders and resolutions of the Board
      shall
      be final, conclusive and binding on all persons, including the Company, its
      stockholders, Employees, Participants, and their estates and
      beneficiaries.

    


    ARTICLE
      4.

    


    SHARES
      SUBJECT TO THE PLAN AND MAXIMUM AWARDS 

    


    4.1 Number
      of
      Shares Available for Grants. Subject to adjustment as provided in Section 4.3
      herein, the number of Shares hereby reserved for issuance under the Plan shall
      be 500,000; provided however, that the aggregate maximum number of Shares of
      Restricted Stock and Shares relating to Other Incentive Awards which may be
      granted pursuant to Articles 8 and 10 herein, shall be 200,000. Shares issued
      pursuant to the Plan may be either authorized unissued shares, treasury shares,
      reacquired shares, or any combination thereof.

    


    Unless
      and until the Committee determines that an Award to a Named Executive Officer
      shall not be designed to comply with the Performance- Based Exception, the
      following rules shall apply to grants of such Awards under the
      Plan:

    


    
      	 	
              (a)

            	
              The
                maximum aggregate number of Shares that may be granted or that may
                vest,
                as applicable, pursuant to any Award held by any Named Executive
                Officer
                shall be 100,000 Shares.

            


    

    


    
      	 	
              (b)

            	
              The
                maximum aggregate cash payout with respect to Awards granted in any
                fiscal
                year which may be made to any Named Executive Officer shall be
                $500,000.

            


    

    


    4.2 Lapsed
      Awards. If any Award granted under this Plan is canceled, terminates, expires,
      or lapses for any reason (with the exception of the termination of a Tandem
      SAR
      upon exercise of the related Option, or the termination of a related Option
      upon
      exercise of the corresponding Tandem SAR), any Shares subject to such Award
      again shall be available for the grant of an Award under the Plan.

    


    4.3 Adjustments
      in Authorized Shares. In the event of any change in corporate capitalization,
      such as a stock split, or a corporate transaction, such as any merger,
      consolidation, separation, including a spin-off, or other distribution of stock
      or property of the Company, any reorganization (whether or not such
      reorganization comes within the definition of such term in Code Section 368)
      or
      any partial or complete liquidation of the Company, such adjustment shall be
      made in the number and class of Shares which may be delivered under Section
      4.1
      herein and in the number and class of and/or price of Shares subject to
      outstanding Awards granted under the Plan, as may be determined to be
      appropriate and equitable by the Committee, in its sole discretion, to prevent
      dilution or enlargement of rights; provided, however, that the number of Shares
      subject to any Award shall always be a whole number.

    


    ARTICLE
      5.

    


    ELIGIBILITY
      AND PARTICIPATION

    


    5.1 Eligibility.
      Persons eligible to participate in this Plan include all officers, key employees
      of the Company and other key individuals performing services for the Company,
      as
      determined by the Committee, including Employees and other key individuals
      who
      are members of the Board and Employees who reside in countries other than the
      United States of America. Notwithstanding the foregoing, no person who is a
      Director and is also a participant in any stock option plan of the Company
      exclusively for Nonemployee Directors shall be eligible to participate in the
      Plan.

    


    5.2 Actual
      Participation. Subject to the provisions of the Plan, the Committee may, from
      time to time, select from all eligible Employees and other key individuals
      performing services for the Company, those to whom Awards shall be granted
      and
      shall determine the nature and amount of each Award. 

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      6.

    


    STOCK
      OPTIONS

    


    6.1 Grant
      of
      Options. Subject to the terms and provisions of the Plan, Options may be granted
      to Participants in such number, and upon such terms, and at any time and from
      time to time as shall be determined by the Committee. 

    


    6.2 Award
      Agreement. Each Option grant shall be evidenced by an Award Agreement that
      shall
      specify the Option Price, the duration of the Option, the number of Shares
      to
      which the Option pertains, and such other provisions as the Committee shall
      determine. The Option Agreement also shall specify whether the Option is
      intended to be an ISO within the meaning of Code Section 422, or an NQSO whose
      grant is intended not to fall under the provisions of Code Section
      422.

    


    6.3 Option
      Price. The Option Price for each grant of an Option under this Plan shall be
      at
      least equal to one hundred percent (100%) of the Fair Market Value of a Share
      on
      the date the Option is granted. Except, however, the Option Price for each
      grant
      of an ISO under this Plan to an Employee who owns more than ten percent (10%)
      of
      the combined voting power of all classes of stock of the Company on the date
      the
      ISO is granted shall be equal to one hundred and ten percent (110%) of the
      Fair
      Market Value of a Share on the date the Option is granted.

    


    6.4 Duration
      of Options. Each Option granted to a Participant shall expire at such time
      as
      the Committee shall determine at the time of grant; provided, however, that
      no
      Option shall be exercisable later than the tenth (10th) anniversary date of
      its
      grant. Except, however, no ISO granted to an Employee who owns more than ten
      percent (10%) of the combined voting power of all classes of stock of the
      Company on the date the Incentive Stock Option is granted shall be exercisable
      later than the fifth (5th) anniversary date of its grant.

    


    6.5 Exercise
      of Options. Options granted under this Article 6 shall be exercisable at such
      times and be subject to such restrictions and conditions as the Committee shall
      in each instance approve, which need not be the same for each grant or for
      each
      Participant.

    


    6.6 Payment.
      Options granted under this Article 6 shall be exercised by the delivery of
      a
      written notice of exercise to the Company, setting forth the number of Shares
      with respect to which the Option is to be exercised, accompanied by full payment
      for the Shares.

    


    The
      Option Price upon exercise of any Option shall be payable to the Company in
      full
      either: (a) in cash or its equivalent, or (b) by tendering previously acquired
      Shares having an aggregate Fair Market Value at the time of exercise equal
      to
      the total Option Price (provided that the Shares which are tendered must have
      been held by the Participant for at least six (6) months prior to their tender
      to satisfy the Option Price), or (c) by a combination of (a) and
      (b).

    


    The
      Committee also may allow cashless exercise as permitted under Federal Reserve
      Board’s Regulation T, subject to applicable securities law restrictions, or by
      any other means which the Committee determines to be consistent with the Plan's
      purpose and applicable law.

    


    As
      soon
      as practicable after receipt of a written notification of exercise and full
      payment, the Company shall deliver to the Participant, in the Participant's
      name, Share certificates in an appropriate amount based upon the number of
      Shares purchased under the Option(s).

    


    6.7 Restrictions
      on Share Transferability. The Committee may impose such restrictions on any
      Shares acquired pursuant to the exercise of an Option granted under this Article
      6 as it may deem advisable, including, without limitation, restrictions under
      applicable Federal securities laws, under the requirements of any stock exchange
      or market upon which such Shares are then listed and/or traded, and under any
      blue sky or state securities laws applicable to such Shares.

    


    6.8 Termination
      of Employment. Each Participant’s Option Award Agreement shall set forth the
      extent to which the Participant shall have the right to exercise the Option
      following termination of the Participant's employment with the Company and/or
      its Subsidiaries. Such provisions shall be determined in the sole discretion
      of
      the Committee, shall be included in the Award Agreement entered into with each
      Participant, need not be uniform among all Options issued pursuant to this
      Article 6, and may reflect distinctions based on the reasons for termination
      of
      employment.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    6.9 Nontransferability
      of Options.

    


    
      	 	
              (a)

            	
              Incentive
                Stock Options. No ISO granted under the Plan may be sold, transferred,
                pledged, assigned, or otherwise alienated or hypothecated, other
                than by
                will or by the laws of descent and distribution. Further, all ISOs
                granted
                to a Participant under the Plan shall be exercisable during his or
                her
                lifetime only by such Participant.

            


    

    


    
      	 	
              (b)

            	
              Nonqualified
                Stock Options. Except as otherwise provided in a Participant's Award
                Agreement, no NQSO granted under this Article 6 may be sold, transferred,
                pledged, assigned, or otherwise alienated or hypothecated, other
                than by
                will or by the laws of descent and distribution. Further, except
                as
                otherwise provided in a Participant's Award Agreement, all NQSOs
                granted
                to a Participant under this Article 6 shall be exercisable during
                his or
                her lifetime only by such
                Participant.

            


    

    


    6.10 Maximum
      Amount of Incentive Stock Option Award. The aggregate Fair Market Value (as
      of
      the date of grant of an Incentive Stock Option) of Shares with respect to which
      Incentive Stock Options granted to an Employee under this Plan are exercisable
      for the first time by an Employee in any calendar year shall not exceed one
      hundred thousand dollars ($100,000.00).

    


    ARTICLE
      7.

    


    STOCK
      APPRECIATION RIGHTS

    


    7.1 Grant
      of
      SARs. Subject to the terms and conditions of the Plan, SARs may be granted
      to
      Participants at any time and from time to time as shall be determined by the
      Committee. The Committee may grant Freestanding SARs, Tandem SARs, or any
      combination of these forms of SAR.

    


    The
      Committee shall have complete discretion in determining the number of SARs
      granted to each Participant (subject to Article 4 herein) and, consistent with
      the provisions of the Plan, in determining the terms and conditions pertaining
      to such SARs. 

    


    The
      grant
      price of a Freestanding SAR shall equal the Fair Market Value of a Share on
      the
      date of grant of the SAR. The grant price of Tandem SARs shall equal the Option
      Price of the related Option.

    


    7.2 Exercise
      of Tandem SARs. Tandem SARs may be exercised for all or part of the Shares
      subject to the related Option upon the surrender of the right to exercise the
      equivalent portion of the related Option. A Tandem SAR may be exercised only
      with respect to the Shares for which its related Option is then
      exercisable.

    


    Notwithstanding
      any other provision of this Plan to the contrary, with respect to a Tandem
      SAR
      granted in connection with an ISO: (i) the Tandem SAR will expire no later
      than
      the expiration of the underlying ISO; (ii) the value of the payout with respect
      to the Tandem SAR may be for no more than one hundred percent (100%) of the
      difference between the Option Price of the underlying ISO and the Fair Market
      Value of the Shares subject to the underlying ISO at the time the Tandem SAR
      is
      exercised; and (iii) the Tandem SAR may be exercised only when the Fair Market
      Value of the Shares subject to the ISO exceeds the Option Price of the
      ISO.

    


    7.3 Exercise
      of Freestanding SARs. Freestanding SARs may be exercised upon whatever terms
      and
      conditions the Committee, in its sole discretion, imposes upon
      them.

    


    7.4 SAR
      Agreement. Each SAR grant shall be evidenced by an Award Agreement that shall
      specify the grant price, the term of the SAR, and such other provisions as
      the
      Committee shall determine. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    7.5 Term
      of
      SARs. The term of an SAR granted under the Plan shall be determined by the
      Committee, in its sole discretion; provided, however, that such term shall
      not
      exceed ten (10) years.

    


    7.6 Payment
      of SAR Amount. Upon exercise of an SAR, a Participant shall be entitled to
      receive payment from the Company in an amount determined by
      multiplying:

    


    
      	 	
              (a)

            	
              The
                difference between the Fair Market Value of a Share on the date of
                exercise over the grant price; by

            


    

    


    
      	 	
              (b)

            	
              The
                number of Shares with respect to which the SAR is
                exercised.

            


    

    


    At
      the
      discretion of the Committee, the payment upon SAR exercise may be in cash,
      in
      Shares of equivalent value, or in some combination thereof.

    


    7.7 Rule
      16b-3 Requirements. Notwithstanding any other provision of the Plan, the
      Committee may impose such conditions on exercise of an SAR (including, without
      limitation, the right of the Committee to limit the time of exercise to
      specified periods) as may be required to satisfy the requirements of Section
      16
      of the Exchange Act (or any successor rule).

    


    7.8 Termination
      of Employment. Each SAR Award Agreement shall set forth the extent to which
      the
      Participant shall have the right to exercise the SAR following termination
      of
      the Participant's employment with the Company and/or its Subsidiaries. Such
      provisions shall be determined in the sole discretion of the Committee, shall
      be
      included in the Award Agreement entered into with Participants, need not be
      uniform among all SARs issued pursuant to the Plan, and may reflect distinctions
      based on the reasons for termination of employment.

    


    7.9 Nontransferability
      of SARs. Except as otherwise provided in a Participant's Award Agreement, no
      SAR
      granted under the Plan may be sold, transferred, pledged, assigned, or otherwise
      alienated or hypothecated, other than by will or by the laws of descent and
      distribution. Further, except as otherwise provided in a Participant's Award
      Agreement, all SARs granted to a Participant under the Plan shall be exercisable
      during his or her lifetime only by such Participant.

    


    ARTICLE
      8.

    


    RESTRICTED
      STOCK

    


    8.1 Grant
      of
      Restricted Stock. Subject to the terms and provisions of the Plan, the
      Committee, at any time and from time to time, may grant Shares of Restricted
      Stock to Participants in such amounts as the Committee shall
      determine.

    


    8.2 Restricted
      Stock Agreement. Each Restricted Stock grant shall be evidenced by an Award
      Agreement that shall specify the Period(s) of Restriction, the number of Shares
      of Restricted Stock granted, and such other provisions as the Committee shall
      determine.

    


    8.3 Transferability.
      Except as provided in this Article 8, the Shares of Restricted Stock granted
      herein may not be sold, transferred, pledged, assigned, or otherwise alienated
      or hypothecated until the end of the applicable Period of Restriction
      established by the Committee and specified in the Restricted Stock Award
      Agreement, or upon earlier satisfaction of any other conditions, as specified
      by
      the Committee in its sole discretion and set forth in the Restricted Stock
      Agreement. All rights with respect to the Restricted Stock granted to a
      Participant under the Plan shall be available during his or her lifetime only
      to
      such Participant.

    


    8.4 Other
      Restrictions. Subject to Article 11 herein, the Committee may impose such other
      conditions and/or restrictions on any Shares of Restricted Stock granted
      pursuant to the Plan as it may deem advisable including, without limitation,
      a
      requirement that Participants pay a stipulated purchase price for each Share
      of
      Restricted Stock, restrictions based upon the achievement of specific
      performance goals (Company-wide, divisional, and/or individual), time-based
      restrictions on vesting following the attainment of the performance goals,
      and/or restrictions under applicable Federal or state securities
      laws.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Company shall retain the certificates representing Shares of Restricted Stock
      in
      the Company's possession until such time as all conditions and/or restrictions
      applicable to such Shares have been satisfied.

    


    Except
      as
      otherwise provided in this Article 8, Shares of Restricted Stock covered by
      each
      Restricted Stock grant made under the Plan shall become freely transferable
      by
      the Participant after the last day of the applicable Period of
      Restriction.

    


    8.5 Voting
      Rights. During the Period of Restriction, Participants holding Shares of
      Restricted Stock granted hereunder may exercise full voting rights with respect
      to those Shares.

    


    8.6 Dividends
      and Other Distributions. During the Period of Restriction, Participants holding
      Shares of Restricted Stock granted hereunder may be credited with regular cash
      dividends paid with respect to the underlying Shares while they are so held.
      The
      Committee may apply any restrictions to the dividends that the Committee deems
      appropriate. 

    


    In
      the
      event that any dividend constitutes a derivative security or an equity security
      pursuant to Rule 16(a) under the Exchange Act, such dividend shall be subject
      to
      a vesting period equal to the remaining vesting period of the Shares of
      Restricted Stock with respect to which the dividend is paid.

    


    8.7 Termination
      of Employment. Each Restricted Stock Award Agreement shall set forth the extent
      to which the Participant shall have the right to receive unvested Restricted
      Shares following termination of the Participant's employment with the Company
      and/or its Subsidiaries. Such provisions shall be determined in the sole
      discretion of the Committee, shall be included in the Award Agreement entered
      into with each Participant, need not be uniform among all Shares of Restricted
      Stock issued pursuant to the Plan, and may reflect distinctions based on the
      reasons for termination of employment; provided, however that, except in the
      cases of terminations connected with a Change in Control and terminations by
      reason of death or Disability, the vesting of Shares of Restricted Stock which
      qualify for the Performance-Based Exception and which are held by Named
      Executive Officers shall occur at the time they otherwise would have, but for
      the employment termination.

    


    ARTICLE
      9.

    


    PERFORMANCE
      UNITS AND PERFORMANCE SHARES

    


    9.1 Grant
      of
      Performance Units/Shares. Subject to the terms of the Plan, Performance Units
      and/or Performance Shares may be granted to Participants in such amounts and
      upon such terms, and at any time and from time to time, as shall be determined
      by the Committee.

    


    9.2 Value
      of
      Performance Units/Shares. Each Performance Unit shall have an initial value
      that
      is established by the Committee at the time of grant. Each Performance Share
      shall have an initial value equal to the Fair Market Value of a Share on the
      date of grant. The Committee shall set performance goals in its discretion
      which, depending on the extent to which they are met, will determine the number
      and/or value of Performance Units/Shares that will be paid out to the
      Participant. For purposes of this Article 9, the time period during which the
      performance goals must be met shall be called a Performance Period.

    


    9.3 Earning
      of Performance Units/Shares. Subject to the terms of this Plan, after the
      applicable Performance Period has ended, the holder of Performance Units/Shares
      shall be entitled to receive payout on the number and value of Performance
      Units/Shares earned by the Participant over the Performance Period, to be
      determined as a function of the extent to which the corresponding performance
      goals have been achieved.

    


    9.4 Form
      and
      Timing of Payment of Performance Units/ Shares. Payment of earned Performance
      Units/Shares shall be made in a single lump sum within seventy-five (75)
      calendar days following the close of the applicable Performance Period. Subject
      to the terms of this Plan, the Committee, in its sole discretion, may pay earned
      Performance Units/Shares in the form of cash or in Shares (or in a combination
      thereof) which have an aggregate Fair Market Value equal to the value of the
      earned Performance Units/Shares at the close of the applicable Performance
      Period. Such Shares may be granted subject to any restrictions deemed
      appropriate by the Committee.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Prior
      to
      the beginning of each Performance Period, Participants may elect to defer the
      receipt of Performance Unit/Share payout upon such terms as the Committee deems
      appropriate.

    


    At
      the
      discretion of the Committee, Participants may be entitled to receive any
      dividends declared with respect to Shares which have been earned in connection
      with grants of Performance Units and/or Performance Shares which have been
      earned, but not yet distributed to Participants (such dividends shall be subject
      to the same accrual, forfeiture, and payout restrictions as apply to dividends
      earned with respect to Shares of Restricted Stock, as set forth in Section
      8.6
      herein). In addition, Participants may, at the discretion of the Committee,
      be
      entitled to exercise their voting rights with respect to such
      Shares.

    


    9.5 Termination
      of Employment Due to Death, Disability, or Retirement. In the event the
      employment of a Participant is terminated by reason of death, Disability, or
      Retirement during a Performance Period, the Participant shall receive a prorated
      payout of the Performance Units/Shares. The prorated payout shall be determined
      by the Committee, in its sole discretion, shall be based upon the length of
      time
      that the Participant held the Performance Units/Shares during the Performance
      Period, and shall further be adjusted based on the achievement of the
      preestablished performance goals. 

    


    Payment
      of earned Performance Units/Shares shall be made at the same time as payments
      are made to Participants who did not terminate employment during the applicable
      Performance Period.

    


    9.6 Termination
      of Employment for Other Reasons. In the event that a Participant's employment
      terminates for any reason other than those reasons set forth in Section 9.5
      herein, all Performance Units/Shares shall be forfeited by the Participant
      to
      the Company. 

    


    9.7 Nontransferability.
      Except as otherwise provided in a Participant's Award Agreement, Performance
      Units/Shares may not be sold, transferred, pledged, assigned, or otherwise
      alienated or hypothecated, other than by will or by the laws of descent and
      distribution. Further, except as otherwise provided in a Participant's Award
      Agreement, a Participant's rights under the Plan shall be exercisable during
      the
      Participant's lifetime only by the Participant or the Participant's legal
      representative.

    


    ARTICLE
      10.

    


    OTHER
      INCENTIVE AWARDS

    


    10.1 Grant
      of
      Other Incentive Awards. Subject to the terms and provisions of the Plan, Other
      Incentive Awards may be granted to Participants in such amount, upon such terms,
      and at any time and from time to time as shall be determined by the
      Committee.

    


    10.2 Other
      Incentive Award Agreement. Each Other Incentive Award grant shall be evidenced
      by an Award Agreement that shall specify the amount of the Other Incentive
      Award
      granted, the terms and conditions applicable to such grant, the applicable
      Performance Period and performance goals, and such other provisions as the
      Committee shall determine, subject to the terms and provisions of the
      Plan.

    


    10.3 Nontransferability.
      Except as otherwise provided in a Participant's Award Agreement, Other Incentive
      Awards may not be sold, transferred, pledged, assigned, or otherwise alienated
      or hypothecated, other than by will or by the laws of descent and
      distribution.

    


    10.4 Form
      and
      Timing of Payment of Other Incentive Awards. Payment of Other Incentive Awards
      shall be made at such times and in such form, either in cash or in Shares (or
      a
      combination thereof) as established by the Committee subject to the terms of
      the
      Plan. Such Shares may be granted subject to any restrictions deemed appropriate
      by the Committee. Without limiting the generality of the foregoing, annual
      incentive awards may be paid in the form of Other Incentive Awards (which may
      or
      may not be subject to restrictions, at the discretion of the
      Committee).

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      11.

    


    PERFORMANCE
      MEASURES

    


    Unless
      and until the Committee proposes for shareholder vote and shareholders approve
      a
      change in the general performance measures set forth in this Article 11, the
      attainment of which may determine the degree of payout and/or vesting with
      respect to Awards to Named Executive Officers which are designed to qualify
      for
      the Performance-Based Exception, the performance measure(s) to be used for
      purposes of such grants shall be chosen from among the following
      alternatives:

    


    
      	 	
              (a)

            	
              Return
                on Assets (ROA);

            


    

    


    
      	 	
              (b)

            	
              Cash
                Flow Return on Investment (CFROI);

            


    

    


    
      	 	
              (c)

            	
              Earnings
                Before Income Taxes (EBIT); or

            


    

    


    
      	 	
              (d)

            	
              Net
                Earnings.

            


    

    


    The
      Committee shall have the discretion to adjust the determinations of the degree
      of attainment of the preestablished performance goals; provided, however, that
      Awards which are designed to qualify for the Performance-Based Exception, and
      which are held by Named Executive Officers, may not be adjusted upward (the
      Committee shall retain the discretion to adjust such Awards downward).


    


    In
      the
      event that applicable tax and/or securities laws change to permit Committee
      discretion to alter the governing performance measures without obtaining
      shareholder approval of such changes, the Committee shall have sole discretion
      to make such changes without obtaining shareholder approval. In addition, in
      the
      event that the Committee determines that it is advisable to grant Awards which
      shall not qualify for the Performance-Based Exception, the Committee may make
      such grants without satisfying the requirements of Code Section
      162(m).

    


    ARTICLE
      12.

    


    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 in case of his or her death before he
      or
      she receives any or all of such benefit. Each such designation shall revoke
      all
      prior designations by the same Participant, shall be in a form prescribed by
      the
      Company, and will be effective only when filed by the Participant in writing
      with the Company during the Participant's lifetime. In the absence of any such
      designation, benefits remaining unpaid at the Participant's death shall be
      paid
      to the Participant's estate.

    


    ARTICLE
      13.

    


    DEFERRALS

    


    The
      Committee may permit a Participant to defer such Participant's receipt of the
      payment of cash or the delivery of Shares that would otherwise be due to such
      Participant by virtue of the exercise of an Option or SAR, the lapse or waiver
      of restrictions with respect to Restricted Stock, or the satisfaction of any
      requirements or goals with respect to Performance Units/Shares or Other
      Incentive Awards. If any such deferral election is required or permitted, the
      Committee shall, in its sole discretion, establish rules and procedures for
      such
      payment deferrals.

    


    ARTICLE
      14. 

    


    RIGHTS
      OF
      EMPLOYEES

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    14.1 Employment.
      Nothing in the Plan shall interfere with or limit in any way the right of the
      Company to terminate any Participant's employment at any time, nor confer upon
      any Participant any right to continue in the employ of the Company.

    


    For
      purposes of this Plan, a transfer of a Participant's employment between the
      Company and a Subsidiary, or between Subsidiaries, shall not be deemed to be
      a
      termination of employment. Upon such a transfer, the Committee may make such
      adjustments to outstanding Awards as it deems appropriate to reflect the changed
      reporting relationships. 

    


    14.2 Participation.
      No Employee shall have the right to be selected to receive an Award under this
      Plan, or, having been so selected, to be selected to receive a future
      Award.

    


    ARTICLE
      15.

    


    CHANGE
      IN
      CONTROL

    


    15.1 Treatment
      of Outstanding Awards. Upon the occurrence of a Change in Control, unless
      otherwise specifically prohibited under applicable laws, or by the rules and
      regulations of any governing governmental agencies or national securities
      exchanges: 

    


    
      	 	
              (a)

            	
              Any
                and all Options and SARs granted hereunder shall become immediately
                exercisable, and shall remain exercisable throughout their entire
                term;

            


    

    


    
      	 	
              (b)

            	
              Any
                restriction periods and restrictions imposed on Restricted Shares
                shall
                lapse;

            


    

    


    
      	 	
              (c)

            	
              The
                target payout opportunities attainable under all outstanding Awards
                of
                Performance Units and Performance Shares and Other Incentive Awards
                shall
                be deemed to have been fully earned for the entire Performance Period(s)
                as of the effective date of the Change in Control. The vesting of
                all such
                Awards shall be accelerated as of the effective date of the Change
                in
                Control, and there shall be paid out in cash to Participants within
                thirty
                (30) days following the effective date of the Change in Control a
                pro rata
                portion of all targeted Award opportunities associated with such
                outstanding Awards, based on the number of complete and partial calendar
                months within the Performance Period which had elapsed as of such
                effective date; and

            


    

    


    
      	 	
              (d)

            	
              Subject
                to Article 16 herein, the Committee shall have the authority to make
                any
                modifications to the Awards as determined by the Committee to be
                appropriate before the effective date of the Change in
                Control.

            


    

    


    15.2 Termination,
      Amendment, and Modifications of Change-in-Control Provisions. Notwithstanding
      any other provision of this Plan or any Award Agreement provision, the
      provisions of this Article 15 may not be terminated, amended, or modified on
      or
      after the date of a Change in Control to affect adversely any Award theretofore
      granted under the Plan without the prior written consent of the Participant
      with
      respect to said Participant's outstanding Awards; provided, however, the Board
      of Directors, upon recommendation of the Committee, may terminate, amend, or
      modify this Article 15 at any time and from time to time prior to the date
      of a
      Change in Control. 

    


    ARTICLE
      16.

    


    AMENDMENT,
      MODIFICATION, AND TERMINATION

    


    16.1 Amendment,
      Modification, and Termination. The Board may at any time and from time to time,
      alter, amend, suspend or terminate the Plan in whole or in part; provided,
      however, that no amendment which requires shareholder approval in order for
      the
      Plan to continue to comply with Rule 16b-3 under the Exchange Act, including
      any
      successor to such Rule, shall be effective unless such amendment shall be
      approved by the requisite vote of shareholders of the Company entitled to vote
      thereon. 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    The
      Committee shall not have the authority to cancel outstanding Awards and issue
      substitute Awards in replacement thereof. 

    


    16.2 Awards
      Previously Granted. No termination, amendment, or modification of the Plan
      shall
      adversely affect in any material way any Award previously granted under the
      Plan, without the written consent of the Participant holding such
      Award.

    


    16.3 Compliance
      with Code Section 162(m). At all times when Code Section 162(m) is applicable,
      all Awards granted under this Plan shall comply with the requirements of Code
      Section 162(m); provided, however, that in the event the Committee determines
      that such compliance is not desired with respect to any Award or Awards
      available for grant under the Plan, then compliance with Code Section 162(m)
      will not be required. In addition, in the event that changes are made to Code
      Section 162(m) to permit greater flexibility with respect to any Award or Awards
      available under the Plan, the Committee may, subject to this Article 16, make
      any adjustments it deems appropriate.

    


    ARTICLE
      17.

    


    WITHHOLDING

    


    17.1 Tax
      Withholding. The Company shall have the power and the right to deduct or
      withhold, or require a Participant to remit to the Company, an amount sufficient
      to satisfy Federal, state, and local taxes, domestic or foreign, required by
      law
      or regulation to be withheld with respect to any taxable event arising as a
      result of this Plan.

    


    17.2 Share
      Withholding. With respect to withholding required upon the exercise of Options
      or SARs, upon the lapse of restrictions on Restricted Stock, or upon any other
      taxable event arising as a result of Awards granted hereunder, Participants
      may
      elect, subject to the approval of the Committee, to satisfy the withholding
      requirement, in whole or in part, by having the Company withhold Shares having
      a
      Fair Market Value on the date the tax is to be determined equal to the minimum
      statutory total tax which could be imposed on the transaction. All such
      elections shall be irrevocable, made in writing, signed by the Participant,
      and
      shall be subject to any restrictions or limitations that the Committee, in
      its
      sole discretion, deems appropriate.

    


    ARTICLE
      18.

    


    FINANCIAL
      ASSISTANCE 

    


    If
      the
      Committee determines that such action is advisable, the Company may assist
      any
      person to whom an Award has been granted in obtaining financing from the Company
      (or under any program of the Company approved pursuant to applicable law),
      or
      from a bank or other third party, on such terms as are determined by the
      Committee, and in such amount as is required to accomplish the purposes of
      the
      Plan, including, but not limited to, to permit the exercise of an Award, the
      participation therein, and/or the payment of any taxes in respect thereof.
      Such
      assistance may take any form that the Committee deems appropriate, including,
      but not limited to, a direct loan from the Company, a guarantee of the
      obligation by the Company, or the maintenance by the Company of deposits with
      such bank or third party.

    


    ARTICLE
      19.

    


    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 or her in connection with or resulting from any claim, action, suit, or
      proceeding to which he or she may be a party or in which he or she 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 or her in settlement thereof,
      with the Company’s approval, or paid by him or her in satisfaction of any
      judgment in any such action, suit, or proceeding against him or her, provided
      he
      or she shall give the Company an opportunity, at its own expense, to handle
      and
      defend the same before he or she undertakes to handle and defend it on his
      or
      her own behalf. The foregoing right of indemnification shall not be exclusive
      of
      any other rights of indemnification to which such persons may be entitled under
      the Company’s Articles of Incorporation of Bylaws, as a matter of law, or
      otherwise, or any power that the Company may have to indemnify them or hold
      them
      harmless.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ARTICLE
      20.

    


    SUCCESSORS

    


    All
      obligations of the Company under the Plan with respect to Awards granted
      hereunder shall be binding on any successor to the Company, whether the
      existence of such successor is the result of a direct or indirect purchase,
      merger, consolidation, or otherwise, of all or substantially all of the business
      and/or assets of the Company.

    


    ARTICLE
      21.

    


    LEGAL
      CONSTRUCTION

    


    21.1 Gender
      and Number. Except where otherwise indicated by the context, any masculine
      term
      used herein also shall include the feminine; the plural shall include the
      singular and the singular shall include the plural.

    


    21.2 Severability.
      In the event any provision of the Plan shall be held illegal or invalid for
      any
      reason, the illegality or invalidity shall not affect the remaining parts of
      the
      Plan, and the Plan shall be construed and enforced as if the illegal or invalid
      provision had not been included.

    


    21.3 Requirements
      of Law. The granting of Awards and the issuance of Shares under the Plan shall
      be subject to all applicable laws, rules, and regulations, and to such approvals
      by any governmental agencies or national securities exchanges as may be
      required. 

    


    21.4 Securities
      Law and Tax Law Compliance. With respect to Insiders, transactions under this
      Plan are intended to comply with all applicable conditions or Rule 16b-3 or
      its
      successors under the 1934 Act and Code Section 162(m). To the extent any
      provision of the plan or action by the Committee fails to so comply, it shall
      be
      deemed null and void, to the extent permitted by law and deemed advisable by
      the
      Committee.

    


    21.5 Stockholder
      Adoption. This Plan shall be submitted to the stockholders of the Company,
      for
      their approval and adoption in accordance with applicable law and Rule 16b-3
      under the Exchange Act and Code Section 162(m). All Awards made hereunder prior
      to stockholder approval shall be granted contingent upon such approval. If
      this
      Plan is not so approved and adopted by stockholders, all Awards granted
      hereunder shall be null and void.

    


    21.6 Governing
      Law. To the extent not preempted by Federal law, the Plan, and all agreements
      hereunder, shall be construed in accordance with and governed by the laws of
      the
      State of Delaware.