exv10w2



 






Exhibit 10.2




eFunds Corporation

2006 STOCK INCENTIVE PLAN

(adopted February 16, 2006,

effective May 18, 2006)




Section 1. Purpose.



The purpose of the Plan is to promote the interests of the Company and its stockholders by aiding
the Company in attracting and retaining employees, officers and directors, consultants and advisors
capable of assuring the future success of the Company, by offering such persons incentives to put
forth maximum efforts for the success of the Company’s business, and by affording such persons an
opportunity to acquire a proprietary interest in the Company.




Section 2. Definitions.



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





	(a)	 	“Affiliate” shall mean any entity that, directly or indirectly through one or more
intermediaries, is controlled by the Company and any entity in which the Company has a
significant equity interest, in each case as determined by the Committee. As used in this
definition, “control” shall mean the right, either directly or indirectly, to elect the
majority of the directors of a company without the consent or acquiescence of any Third Party.
	 
	(b)	 	“Award” shall mean any Option, Stock Appreciation Right, Restricted Stock, Restricted Stock
Unit, Performance Award, Dividend Equivalent or Other Stock-Based Award granted under the
Plan.
	 
	(c)	 	“Award Agreement” shall mean any written agreement, contract or other instrument or document
evidencing any Award granted under the Plan.
	 
	(d)	 	“Board” shall mean the board of directors of the Company.
	 
	(e)	 	“Certificate” shall mean the Certificate of Incorporation of the Company, as amended from
time to time.
	 
	(f)	 	“Code” shall mean the Internal Revenue Code of 1986 of the United States of America, as
amended from time to time, and any regulations promulgated thereunder.
	 
	(g)	 	“Committee” shall mean the Compensation Committee of the Board or another committee of the
Board designated by the Board to administer the Plan. The Committee shall consist solely of
Directors appointed from time to time by the Board and shall be comprised solely of at least
that number of Directors with those qualifications necessary to permit Awards under the Plan
to qualify under Rule 16b-3 and under Section 162(m) of the Code.
	 
	(h)	 	“Common Stock” shall mean the shares of Common Stock of the Company as provided in the
Certificate.
	 
	(i)	 	“Company” shall mean eFunds Corporation, a corporation incorporated under the laws of
the State of Delaware, United States of America, and any successor corporation.




Page 1









 












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

	 
	(k)	 	“Dividend Equivalent” shall mean any right granted under Section 6(e) of the Plan.
	 
	(l)	 	“Eligible Person” shall mean any officer, Director (including a non-employee
Director) or employee of the Company or any of its Affiliates and any consultant or advisor who
provides services to the Company or any of its Affiliates.
	 
	(m)	 	“Exchange Act” shall mean the United States Securities Exchange Act of 1934, as amended
from time to time, and any regulations promulgated thereunder.
	 
	(n)	 	“Fair Market Value” shall mean, with respect to any property (including, without limitation,
any Shares or other securities), the fair market value of such property determined by such
methods or procedures as shall be established from time to time by the Committee.
Notwithstanding the foregoing, unless otherwise determined by the Committee, the Fair Market
Value of a Share on a given date for purposes of the Plan shall be, if the Shares are then
traded on the New York Stock Exchange (NYSE), the last sale price of the Shares as reported on
the NYSE on such date or, if the NYSE is not open for trading on such date, on the most recent
preceding date when it is open for trading,
	 
	(o)	 	“Option” shall mean an option granted under Section 6(a) of the Plan.
	 
	(p)	 	“Other Stock-Based Award” shall mean any right granted under Section 6(f) of the Plan.
	 
	(q)	 	“Participant” shall mean an Eligible Person who is granted an Award under the Plan.
	 
	(r)	 	“Performance Award” shall mean any right granted under Section 6(d) of the Plan.
	 
	(s)	 	“Person” shall mean any natural person, corporation, partnership, association or trust.
	 
	(t)	 	“Plan” shall mean this eFunds Corporation 2006 Stock Incentive Plan, as amended from time to
time.
	 
	(u)	 	“Restricted Stock” shall mean any Share issued pursuant to an Award granted under Section
6(c) of the Plan.
	 
	(v)	 	“Restricted Stock Unit” shall mean any right to receive shares granted under Section 6(c)
of the Plan.
	 
	(w)	 	“Rule 16b-3” shall mean the rule so designated which has been promulgated by the SEC under
the authority of Section 16 of the Exchange Act, as such rule may be amended from time to
time, together with any successor law or rule.
	 
	(x)	 	“SEC” shall mean the United States Securities and Exchange Commission.
	 
	(y)	 	“Shares” shall mean shares of Common Stock or such other securities or property as may become
subject to Awards pursuant to an adjustment made under Section 4(c) of the Plan.
	 
	(z)	 	“Stock Appreciation Right” shall mean any right granted under Section 6(b) of the Plan.
	 
	(aa)	 	“Third Party” shall mean any Person other than the Company or any of its Affiliates.





Section 3. Administration.





	(a)	 	Power and Authority of the Committee. The Plan shall be administered by the Committee.
Subject to the express provisions of the Plan and to applicable law, the Committee shall have
full power and authority to: (i) designate Participants; (ii) determine the type or types of
Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares
to be covered by (or the method by which payments or other rights are to be calculated in
connection with) each Award; (iv) determine the




Page 2









 






	 	 	terms and conditions of any Award or Award
Agreement; (v) subject to Section 7(c) of this Plan, amend the terms and conditions of any
Award or Award Agreement and accelerate the exercisability of any Award or the lapse of
restrictions relating to any Award (notwithstanding the foregoing the Committee may not
reprice any Award under an Award Agreement absent prior approval of the stockholders of the
Company (except under the circumstances described in Section 4(c)); (vi) determine whether, to
what extent and under what circumstances Awards may be exercised with the payment of cash,
Shares, other securities, other Awards or other property, or canceled, forfeited or suspended;
(vii) determine whether, to what extent and under what circumstances cash, Shares, other
securities, other awards, other property and other amounts issuable or payable by the Company
with respect to an Award under the Plan shall be deferred either automatically or at the
election of the holder thereof or the Committee; (viii) interpret and administer the Plan and
any instrument or agreement, including an Award Agreement, relating to the Plan; (ix)
establish, amend, suspend or waive such rules and regulations and appoint such agents as it
shall deem appropriate for the proper administration of the Plan; and (x) make any other
determination and take any other action that the Committee deems necessary or desirable for
the administration of the Plan. Unless otherwise expressly provided in the Plan, all
designations, determinations, interpretations and other decisions under or with respect to the
Plan or any Award shall be within the sole discretion of the Committee, may be made at any
time and shall be final, conclusive and binding upon any Participant, any holder or
beneficiary of any Award and any employee of the Company or its Affiliates and any other
Eligible Person.
	 
	(b)	 	Delegation. The Committee may delegate all or any of its powers and duties under the Plan to
one or more Directors, or a committee of Directors, subject to such terms, conditions and
limitations as the Committee may establish in its sole discretion; provided, however, that the
Committee shall not delegate its powers and duties under this Plan with regard to Awards
granted to officers or directors of the Company or its Affiliates who are subject to Section
16 of the Exchange Act or in such a manner as would cause the Plan not to comply with the
requirements of Section 162(m) of the Code.
	 
	(c)	 	Power and Authority of the Board of Directors. Notwithstanding anything to the contrary
contained herein, the Board may, at any time and from time to time, without any further action
of the Committee, exercise the powers and duties of the Committee under the Plan.





Section 4. Shares Available for Awards.





	 	(a)	 	Shares Available. Subject to the provisions of Section 4(c) hereof, the Shares
available for Awards under the Plan shall be authorized, but unissued, Shares or Shares
held in the treasury of the Company. Subject to adjustment as provided in Section 4(c),
the aggregate number of Shares which may be issued under all Awards under the Plan shall
be 5,500,000. For the purposes of the foregoing, an Award of one share of Restricted
Stock or one Restricted Stock Unit shall be counted




Page 3









 






	 	 	 	as an Award of two Shares (i.e. if all
of the Awards under the Plan were made in the form of Restricted Stock or Restricted Stock
Units, no more than 2,750,000 (subject to adjustment as provided in Section 4(c)) Shares
could be issued under the Plan) and an Award of one Stock Appreciation Right shall be
counted as an Award of one Share. If any Shares covered by an Award or to which an Award
relates are not purchased or are forfeited, or if an Award otherwise terminates without
delivery of any Shares, then the number of Shares counted against the aggregate number of
Shares available under the Plan with respect to such Award, to the extent of any such
forfeiture or termination, shall again be available for granting Awards under the Plan.
Shares that are tendered to the Company in connection with the exercise or receipt of (or
lapse of restrictions related to) an Award or which are withheld or collected upon any
such exercise or receipt (or lapse of restrictions) in satisfaction of a Participant’s tax
obligations shall not be treated as available for issuance under the Plan.
	 
	 	(b)	 	Accounting for Awards. For purposes of this Section 4, if an Award entitles the holder
thereof to receive or purchase Shares, the number of Shares covered by such Award or to which
such Award relates shall be counted on the date of grant of such Award against the aggregate
number of Shares available for grants under the Plan.
	 
	 	(c)	 	Adjustments. In the event that the Committee shall determine that any dividend or other
distribution (whether in the form of cash, Shares, other securities or other property),
recapitalization, stock split, reverse stock split, reorganization, merger, consolidation,
split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the
Company, issuance of warrants or other rights to purchase Shares or other securities of the
Company or other similar corporate transaction or event affects the Shares such that an
adjustment is determined by the Committee to be appropriate in order to prevent undue dilution
or enlargement of the benefits or potential benefits intended to be made available under the
Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of
(i) the number and type of Shares (or other securities or other property) which thereafter may
be made the subject of Awards, (ii) the
number and type of Shares (or other securities or other property) subject to outstanding
Awards and (iii) the purchase or exercise price with respect to any Award; provided,
however, that the number of Shares covered by any Award or to which such Award relates
shall always be a whole number.
	 
	 	(d)	 	Award Limitations Under the Plan. Subject to adjustment as provided in Section 4(c), the
maximum number of Shares available for Awards of Restricted Stock or Restricted Stock Units
under the Plan shall be 2,750,000. No Participant may be granted any Award or Awards under
the Plan related to more than 1,000,000 Shares (subject to adjustment as provided for in
Section 4(c) of the Plan) in the aggregate in any calendar year. The foregoing annual
limitation specifically includes the grant of any Award or Awards representing “qualified
performance-based compensation” within the meaning of Section 162(m) of the Code.





Section 5. Eligibility.



Any Eligible Person shall be eligible to be designated a Participant. In determining which Eligible
Persons shall receive an Award and the terms of any Award, the Committee may take into account the
nature of the services rendered by the respective Eligible Persons, their present and potential
contributions to the success of the Company, and such other factors as the Committee, in its
discretion, shall deem relevant.




Page 4









 








Section 6. Awards.





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






	 	(i)	 	Exercise Price. The purchase price per Share purchasable under an Option
shall be determined by the Committee; provided, however, that such purchase price
shall not be less than 100% of the Fair Market Value of a Share on the date of grant
of such Option, provided that the per Share exercise price may be set below Fair
Market Value by an amount determined necessary or appropriate by the Committee to
satisfy applicable requirements of law or government regulation.
	 
	 	(ii)	 	Option Term. The term of each Option shall be fixed by the Committee, but
shall not exceed ten years.
	 
	 	(iii)	 	Time and Method of Exercise. The Committee shall determine the time or times
at which an Option may be exercised in whole or in part and the method or methods by
which, and the form or forms (including, without limitation, cash, Shares, other
securities, other
Awards or other property, or any combination thereof, having a Fair Market Value on
the exercise date equal to the relevant exercise price) in which, payment of the
exercise price with respect thereto may be made or deemed to have been made.
Notwithstanding the foregoing, no Option Award may be settled in cash.
	 
	 	(iv)	 	Option Type. Options granted under the Plan shall not qualify as incentive
stock options under Section 422 of the Code or any successor provision. Reload
options may not be granted under the Plan.






	(b)	 	Stock Appreciation Rights. The Committee is hereby authorized to grant Stock Appreciation
Rights to Participants subject to the terms of the Plan and any applicable Award Agreement. A
Stock Appreciation Right granted under the Plan shall confer on the holder thereof the right
to receive upon exercise thereof the excess of (i) the Fair Market Value of one Share on the
date of exercise (or, if the Committee shall so determine, at any time during a specified
period before or after the date of exercise) over (ii) the grant price (as the same may be
adjusted under Section 4(c) of the Plan) per Share of the Stock Appreciation Right as
specified by the Committee, which price shall not be less than 100% of the Fair Market Value
of one Share (subject to any such adjustment) on the date of grant of the Stock Appreciation
Right, provided that the grant price per Share may be set below Fair Market Value by an amount
determined necessary or appropriate by the Committee to satisfy applicable requirements of law
or government regulation. Subject to the terms of the Plan and any applicable Award Agreement,
the grant price, term, methods of exercise, dates of exercise, methods of settlement




Page 5









 






	 	 	and any
other terms and conditions of any Stock Appreciation Right shall be as determined by the
Committee, which may impose upon the exercise of any Stock Appreciation Right such conditions
or restrictions, not inconsistent with the provisions of the Plan, as it may deem appropriate.
The term of any Stock Appreciation Right shall not exceed ten years.
	 
	(c)	 	Restricted Stock and Restricted Stock Units. The Committee is hereby authorized to grant
Awards of Restricted Stock and Restricted Stock Units to Participants subject to the following
terms and conditions and such additional terms and conditions, not inconsistent with the
provisions of the Plan, as the Committee shall determine:






	 	(i)	 	Restrictions. Shares of Restricted Stock and Restricted Stock Units shall be
subject to such restrictions as the Committee may impose (including, without
limitation, any limitation on the right to vote a share of Restricted Stock or the
right to receive any dividend or other right or property with respect thereto or with
respect to a Restricted Stock Unit), which restrictions may lapse separately or in
combination at such time or times, in such installments or otherwise as the Committee
may deem appropriate.
	 
	 	(ii)	 	Stock Certificates. Any Restricted Stock granted under the Plan shall be
evidenced by issuance of a stock certificate or certificates, which certificate or
certificates shall be held
by the Company or a custodian acting on behalf of the Company, or, if determined by
the Committee and consistent with the rules of the NYSE or any securities exchange
on which the Shares are listed or admitted to trading, any Restricted Stock granted
under the Plan may be evidenced by recording the issuance of the same in the books
and records of the Company. Such certificate or certificates shall be registered in
the name of the Participant and shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to such Restricted Stock. In the case
of Restricted Stock Units, no Shares shall be issued at the time such Awards are
granted.
	 
	 	(iii)	 	Forfeiture; Delivery of Shares. Except as otherwise determined by the
Committee, upon the termination of a Participant’s employment with or services to the
Company or its Affiliates (as determined by or under criteria established by the
Committee) during the applicable restriction period, all Shares of Restricted Stock
and all Restricted Stock Units held by such Participant shall be forfeited and
reacquired by the Company; provided, however, that the Committee may, when it finds
that a waiver would be in the best interest of the Company, waive in whole or in part
any or all remaining restrictions with respect to Shares of Restricted Stock or
Restricted Stock Units. Any Share of Restricted Stock that is no longer subject to
restrictions shall be delivered to the holder thereof promptly after the applicable
restrictions lapse or are waived. Upon the lapse or waiver of restrictions and the
restricted period relating to Restricted Stock Units evidencing the right to receive
Shares, such Shares shall be issued and delivered to the holders of the Restricted
Stock Units, subject to the provisions of the Plan and any applicable Award Agreement.





Page 6









 











	(d)	 	Performance Awards. The Committee is hereby authorized to grant Performance Awards to
Participants subject to the terms of the Plan and any applicable Award Agreement. A
Performance Award granted under the Plan (i) may be denominated or payable in cash, Shares
(including, without limitation, Restricted Stock and Restricted Stock Units), other
securities, other Awards or other property and (ii) shall confer on the holder thereof the
right to receive payments, in whole or in part, upon the achievement of such performance goals
during such performance periods as the Committee shall establish. Subject to the terms of the
Plan and any applicable Award Agreement, the performance goals to be achieved during any
performance period, the length of any performance period, the amount of any Performance Award
granted, the amount of any payment or transfer to be made pursuant to any Performance Award,
and any other terms and conditions of any Performance Award shall be determined by the
Committee.
	 
	(e)	 	Dividend Equivalents. The Committee is hereby authorized to grant to Participants Dividend
Equivalents under which such Participants shall be entitled to receive payments (in cash,
Shares, other securities, other Awards or other property as determined in the discretion of
the Committee)
equivalent to the amount of cash dividends paid by the Company to holders of Common Stock
of the Company with respect to a number of Shares determined by the Committee. Subject to
the terms of the Plan and any applicable Award Agreement, such Dividend Equivalents may
have such terms and conditions as the Committee shall determine.
	 
	(f)	 	Other Stock-Based Awards. The Committee is hereby authorized to grant to Participants such
other Awards that are denominated or payable in, valued in whole or in part by reference to,
or otherwise based on or related to, Shares (including, without limitation, securities
convertible into Shares), as are deemed by the Committee to be consistent with the purpose of
the Plan; provided, however, that such grants must comply with applicable law. Subject to the
terms of the Plan and any applicable Award Agreement, the Committee shall determine the terms
and conditions of such Awards. Shares or other securities delivered pursuant to a purchase
right granted under this Section 6(f) shall be purchased for such consideration, which may be
paid by such method or methods and in such form or forms (including, without limitation, cash,
Shares, other securities, other Awards or other property or any combination thereof), as the
Committee shall determine, the value of which consideration shall not be less than 100% of the
Fair Market Value of such Shares or other securities as of the date such purchase right is
granted, provided that the value of such Shares or other securities may be set below Fair
Market Value by an amount determined necessary or appropriate by the Committee to satisfy
applicable requirements of law or government regulation.
	 
	(g)	 	General.






	 	(i)	 	Cash Consideration for Awards. Awards may be granted for no cash
consideration or for such minimal cash consideration as may be required by applicable
law or may be granted for such cash consideration as the Committee may determine in
its discretion.
	 
	 	(ii)	 	Awards May Be Granted Separately or Together. Awards may, in the discretion
of the Committee, be granted either alone or in addition to, in tandem with, or in
substitution for any




Page 7









 






	 	 	 	other Award or any award granted under any plan of the Company or
any of its Affiliates other than the Plan. Awards granted in addition to or in tandem
with other Awards or in addition to or in tandem with awards granted under any such
other plan of the Company or any of its Affiliates may be granted either at the same
time as or at a different time from the grant of such other Awards or awards.
	 
	 	(iii)	 	Forms of Payments Under Awards. Subject to the terms of the Plan and of any
applicable Award Agreement, payments or transfers to be made by the Company or an
Affiliate upon the grant, exercise or payment of an Award may be made in such form or
forms as the Committee shall determine (including, without limitation, cash, Shares,
other securities, other Awards or other property, or any combination thereof), and may
be made in a single payment or transfer, in installments or on a deferred basis, in
each case in
accordance with rules or procedures established by the Committee. Such rules and
procedures may include, without limitation, provisions for the payment or crediting
of reasonable interest on installment or deferred payments or the grant of Dividend
Equivalents with respect to installment or deferred payments.
	 
	 	(iv)	 	Limits on Transfer of Awards. No Award and no right under any such Award
shall be transferable by a Participant otherwise than by will or by the laws of
descent and distribution; provided, however, that if so determined by the Committee, a
Participant may, in the manner established by the Committee, designate a beneficiary
or beneficiaries to exercise the rights of the Participant and receive any property
distributable with respect to any Award upon the death of the Participant.
Notwithstanding the preceding sentence, if so determined by the Committee, an Option
may be transferred by a Participant to any “Family Member” (as such term is defined in
the General Instructions to Form S-8 (or any successor to such Instructions or Form))
of that Participant in a manner established by the Committee, provided that such
transfer is not for value (i.e., the Participant making the transfer may not receive
any consideration therefor). Any Family Member to whom an Option is transferred in
accordance with the preceding sentence shall not make any subsequent transfer of such
Option or any right thereunder otherwise than by will or the laws of descent and
distribution; provided, however, that if so determined by the Committee, such Family
Member may, in the manner established by the Committee, designate a beneficiary or
beneficiaries to exercise the rights of such Family Member under the Option and
receive any property distributable with respect thereto upon the death of such Family
Member. Each Award or right under any Award shall be exercisable during the
Participant’s lifetime only by the Participant, or if permissible under applicable
law, by the Participant’s guardian or legal representative, excepting an Option that
has been transferred to a Family Member in accordance with the foregoing provisions,
in which event the Option and any rights thereunder may be exercisable during such
Family Member’s lifetime only by such Family Member or, if permissible under
applicable law, by the Family Member’s guardian or legal representative. Except as
provided in this clause (iv),




Page 8









 






	 	 	 	no Award or right under any such Award may be pledged,
alienated, attached or otherwise encumbered, and any purported pledge, alienation,
attachment or encumbrance thereof shall be void and unenforceable against the Company
or any of its Affiliates.
	 
	 	(v)	 	Term of Awards. Subject to the terms of the Plan, the term of each Award
shall be for such period as may be determined by the Committee.
	 
	 	(vi)	 	Restrictions; Securities Exchange Listing. All Shares or other securities
delivered under the Plan pursuant to any Award or the exercise thereof shall be
subject to such
restrictions as the Committee may deem advisable under the Plan, applicable
securities laws, rules or regulations, and other regulatory requirements, and the
Committee may cause appropriate entries to be made or legends to be placed on the
certificates for such Shares or other securities to reflect such restrictions. If
the Shares or other securities are traded on the NYSE or another securities
exchange or national market, the Company shall not be required to deliver any
Shares or other securities covered by an Award unless and until such Shares or
other securities have been admitted for trading on the NYSE or such other
securities exchange or national market.
	 
	 	(vii)	 	No Loans. The Company may not loan funds to Participants to provide them
amounts payable upon the grant, exercise of vesting of any Award. Participants may
not exercise or acquire any Award through the use of installment payments or by
delivery of a promissory note to the Company or any of its Affiliates.





Section 7. Amendment and Termination; Adjustments.





	(a)	 	Amendments to the Plan. Subject to the provisions of Section 7(c), the Board of Directors
may amend, alter, suspend, discontinue or terminate the Plan; provided, however, that,
notwithstanding any other provision of the Plan or any Award Agreement, prior approval of the
stockholders of the Company shall be required for any amendment to the Plan that requires
stockholder approval under the rules or regulations of the NYSE or any securities exchange or
national market that are applicable to the Company.
	 
	(b)	 	Waivers. Subject to the provisions of the Plan, the Committee may waive any conditions of or
rights of the Company under any outstanding award, prospectively or retroactively.
	 
	(c)	 	Limitations on Amendments. Neither the Board nor the Committee may amend, alter, suspend,
discontinue or terminate any outstanding Award, prospectively or retroactively, that would
have an adverse effect on the rights of the Participant with respect to such Award, without
the consent of the Participant or holder or beneficiary thereof, except as otherwise provided
herein or in the Award Agreement.
	 
	(d)	 	Correction of Defects, Omissions and Inconsistencies. The Committee may correct any defect,
supply any omission or reconcile any inconsistency in the Plan or any Award or Award Agreement
in the manner and to the extent it shall deem desirable to carry the Plan into effect.




Page 9









 











Section 8. Income Tax Withholding.



In order to comply with all applicable income tax laws or regulations, the Committee may establish
such policy or policies as it deems appropriate with respect to such laws and regulations,
including without limitation the establishment of policies to ensure that all applicable payroll,
withholding, income or other taxes, which are the sole and absolute responsibility of a
Participant, are withheld or collected from such
Participant. In order to assist a Participant in paying all or a portion of the taxes to be
withheld or collected upon exercise or receipt of (or the lapse of restrictions relating to) an
Award, the Committee, in its discretion and subject to such additional terms and conditions as it
may adopt, may permit the Participant to satisfy such tax obligation by (a) electing to have the
Company withhold a portion of the payment or transfer otherwise to be made upon exercise or receipt
of (or the lapse of restrictions relating to) such Award with a Fair Market Value equal to the
amount of such taxes or (b) delivering to the Company Shares or other property other than Shares
issuable upon exercise or receipt of (or the lapse of restrictions relating to) such Award with a
Fair Market Value equal to the amount of such taxes. The election, if any, must be made on or
before the date that the amount of tax to be withheld is determined.




Section 9. General Provisions.





	(a)	 	No Rights to Awards. No Eligible Person, Participant or other Person shall have any claim to
be granted any Award under the Plan, and there is no obligation for uniformity of treatment of
Eligible Persons, Participants or holders or beneficiaries of Awards under the Plan. The terms
and conditions of Awards need not be the same with respect to any Participant or with respect
to different Participants.
	 
	(b)	 	Award Agreements. No Participant will have rights under an Award granted to such Participant
unless and until an Award Agreement shall have been duly executed on behalf of the Company
and, if requested by the Company, signed by the Participant and delivered to the Company.
	 
	(c)	 	No Limit on Other Compensation Arrangements. Nothing contained in the Plan shall prevent the
Company or any of its Affiliates from adopting or continuing in effect other or additional
compensation plans or arrangements, and such arrangements may be either generally applicable
or applicable only in specific cases.
	 
	(d)	 	No Right to Employment. The grant of an Award shall not be construed as giving a Participant
the right to be retained in the employ of the Company or any of its Affiliates, nor will it
affect in any way the right of the Company or any of its Affiliates to terminate the
employment of any Participant in its or their employ at any time, with or without cause. In
addition, the Company or any of its Affiliates may at any time dismiss a Participant in its or
their employ from employment free from any liability or any claim under the Plan, unless
otherwise expressly provided in the Plan or in any Award Agreement.
	 
	(e)	 	Governing Law. The validity, construction and effect of the Plan, any Award Agreement or any
Award, and any rules and regulations relating to the Plan, any Award Agreement or any Award,
shall be determined in accordance with the laws of the State of Delaware which shall be the
proper law thereof notwithstanding any rules regarding conflict of laws therein contained
under which any other law would be made applicable.




Page 10









 






	(f)	 	Severability. If any provision of the Plan, any Award Agreement or any Award is or becomes or
is deemed to be invalid, illegal or unenforceable in any jurisdiction or would disqualify the
Plan, any Award Agreement or any Award under any law deemed applicable by the Committee, then






	 	(i)	 	such provision shall be construed or deemed amended to conform to applicable
laws, or
	 
	 	(ii)	 	if it cannot be so construed or deemed amended without, in the determination
of the Committee, materially altering the purpose or intent of the Plan, the Award
Agreement or the Award, such provision shall be stricken,
	 
	 	but only as to each jurisdiction, Award Agreement and Award so affected, and the Plan, as
well as each Award Agreement and Award so affected, shall otherwise remain in full force
and effect in accordance with its original terms.






	(g)	 	No Trust or Fund Created. Neither the Plan nor any Award shall create or be construed to
create a trust or separate fund of any kind or a fiduciary relationship between the Company or
any of its Affiliates and a Participant or any other Person. To the extent that any Person
acquires a right to receive payments from the Company or any of its Affiliates pursuant to an
Award, such right shall be no greater than the right of any unsecured general creditor of the
Company or any such Affiliate.
	 
	(h)	 	No Fractional Shares. No fractional Shares shall be issued or delivered pursuant to the Plan
or any Award, and the Committee shall determine whether cash shall be paid in lieu of any
fractional Share or whether such fractional Share or any rights thereto shall be canceled,
terminated or otherwise eliminated.
	 
	(i)	 	Headings. Headings are given to the sections and subsections of the Plan solely as a
convenience to facilitate reference. Such headings shall not be deemed in any way material or
relevant to the construction or interpretation of the Plan or any provision thereof.
	 
	(j)	 	Other Benefits. No compensation or benefit awarded to or realized by any Participant in the
employ of the Company or any of its Affiliates under the Plan shall be included for the
purpose of computing such Participant’s compensation under any compensation-based retirement,
disability, annual incentive, bonus or similar plan of the Company or any of its Affiliates
unless required by law or otherwise provided by such other plan.





Section 10. Effective Date of the Plan.



The Plan shall be approved by the Board of Directors of the Company and shall be effective as of
the date of its approval by stockholders of the Company in accordance with the requirements of the
NYSE. No Awards may be granted under the Plan prior to its effectiveness.




Section 11. Term of the Plan.



The Plan shall continue in effect for a term of five years or until it is earlier discontinued or
terminated as provided in Section 7. No Award shall be granted after the termination of this
Plan. However, unless
otherwise expressly provided in this Plan or in an applicable Award Agreement, any Award
theretofore granted may extend beyond the termination of this Plan, and the authority of the
Committee provided for hereunder


Page 11









 






 with respect to this Plan and any Awards, and the authority of the
Board to amend this Plan, shall extend beyond the termination of this Plan.




Page 12