Deferral Eligible Grantees and Outside Directors (as defined in Section 9N) may elect to deferthe receipt of Restricted Stock Units (as defined in Section 8A) as provided in Section 9. Thedeferral provisions of Section 9 and the other provisions of the Plan relating to the deferral ofRestricted Stock Units are unfunded and maintained primarily for the purpose of providing directorsand a select group of management or highly compensated employees the opportunity to defer thereceipt of compensation otherwise payable to such directors and eligible employees in accordancewith the terms of the Plan.**B. Additional Powers.**The Committee may: (i) modify or restrict exercise procedures and anyother Plan procedures; (ii) establish local country plans as subplans to this Plan, each of whichmay be attached as an Appendix hereto and to the extent that the Committee determines that therestrictions imposed by the Plan preclude the achievement of the material purposes of awardingGrants in jurisdictions outside the United States under such a subplan, the Committee will have theauthority and discretion to modify those restrictions as the Committee determines to be necessaryor appropriate to conform to applicable requirements or practices of jurisdictions outside theUnited States; (iii) take any action, before or after a Grant is awarded, which it deems advisableto obtain or comply with any necessary local government regulatory exemptions or approvals;provided that the Committee may not take any action hereunder which would violate any securitieslaw or any governing statute.**3. Eligibility**The persons who shall be eligible to participate in this Plan and receive Grants hereundershall be the Company’s directors and such employees and other individuals who provide services toor otherwise have a relationship with the Company or its subsidiaries as the Committee shall fromtime to time determine. An eligible individual may receive more than one Grant under the Plan andGrants of more than one type under the Plan.**4. Allotment of Shares**Subject to Section 13 of the Plan, the shares of the Common Stock, $0.01 par value, of theCompany that may be issued under the Plan shall be 7,318,625 shares, all of which may be used forGrants of Incentive Stock Options (as hereinafter defined). Such shares may be authorized andunissued shares (that are not reserved for any other purpose) or shares issued and subsequentlyreacquired by the Company. Without limiting the generality of the foregoing, whenever the Companyreceives shares of Common Stock in connection with the exercise of or payment for any Stock Optionsgranted under the Plan, only the net number of shares actually issued shall be counted against theforegoing limit. Shares that by reason of the expiration of a Stock Option or otherwise are nolonger subject to purchase pursuant to a Stock Option granted under the Plan and sharesrepresenting Restricted Stock that is forfeited to the Company may be available for subsequentGrants under the Plan. Notwithstanding anything to the contrary set forth in the Plan, the maximumnumber of shares of Common Stock for which Grants may be granted to any employee in any calendaryear shall be 675,000 shares, all of which may be used for Grants of Incentive Stock Options (ashereinafter defined).
 
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**5. Effective Date and Term of Plan**The effective date of the Plan was April 22, 2003. The Plan shall terminate on April 22,2013, but the Board of Directors may terminate the Plan at any time prior thereto. Termination ofthe Plan shall not alter or impair, without the consent of the recipient of a Grant hereunder, anyof the rights or obligations of any Grant theretofore awarded under the Plan, except asspecifically authorized herein.**6. Terms and Conditions****A. All Stock Options.**Stock Options granted pursuant to this Plan shall be evidenced by StockOption award letters in such form not inconsistent with the Plan as the Committee shall from timeto time approve. Nothing in this Plan or any Stock Option granted hereunder shall govern theemployment rights and duties between the option holder and the Company or subsidiary. Neither thisPlan, nor any grant or exercise pursuant thereto, shall constitute an employment agreement amongsuch parties. The following shall also apply to all Stock Options granted under the Plan.**(i) Option Price**The option price per share of Common Stock for each Stock Option shall be determined by theCommittee, consistent with the provisions of this Plan.**(ii) Time of Exercise of Option**Except as otherwise set forth herein, the Committee shall establish the option period and timeor times within the option period when the Stock Option may be exercised in whole or in such partsas may be specified from time to time by the Committee, provided that no Stock Option shall beexercisable after ten years from the date of grant thereof. Unless otherwise determined by theCommittee in its sole discretion, no Stock Option shall be exercisable until after the expirationof six months from the date of grant. The Committee may in its discretion accelerate the time ortimes when any particular Stock Option held by said option holder may be so exercised so that suchtime or times are earlier than those originally provided in the Stock Option agreement, upon suchcircumstances and subject to such terms and conditions as the Committee deems appropriate. In allcases, exercise of a Stock Option shall be subject to the provisions of Section 6A(vi).**(iii) Payment and Manner of Exercise****(a) **Payment Upon Exercise of Shares. Full payment for shares purchased upon theexercise of a Stock Option shall be made pursuant to one or more of the following methods asdetermined by the Committee and set forth in the Grant document:(A) In cash;(B) By certified check payable to the order of the Company;
 
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(C) By surrendering shares with an aggregate Fair Market Value equal to the aggregate optionprice; provided, however, that the option price may not be paid in shares if the Committeedetermines that such method of payment would result in liability under section 16(b) of theSecurities Exchange Act of 1934 to a participant. Except as otherwise provided by the Committee, ifpayment is made in whole or in part by surrendering shares, the participant shall deliver to theCompany certificates registered in the name of such participant representing shares legally andbeneficially owned by such participant, free of all liens, claims and encumbrances of every kindand having a Fair Market Value on the date of delivery that is equal to or greater than theaggregate option price for the option shares subject to payment by the surrender of shares,accompanied by stock powers duly endorsed in blank by the record holder of the shares representedby such certificates. The Committee may impose such limitations and prohibitions on the use ofshares to exercise an Option as it deems appropriate; or(D) Via cashless exercise, such that subject to the other terms and conditions of the Plan,following the date of exercise, the Company shall deliver to the participant shares having a FairMarket Value, as of the date of exercise, equal to the excess, if any, of (I) the Fair Market Valueof such shares on the date of exercise of the Option over (II) the sum of (1) the aggregate optionprice for such shares, plus (2) the applicable tax withholding amounts (as determined pursuant toSection 17) for such exercise; provided that in connection with such cashless exercise that wouldnot result in the issuance of a whole number of shares, the Company shall withhold cash that wouldotherwise be payable to the participant from its regular payroll or the participant shall delivercash or a certified check payable to the order of the Company for the balance of the option pricefor a whole share to the extent necessary to avoid the issuance of a fractional share or thepayment of cash by the Company.**(b) **Upon exercise, the Company shall deliver to the Option holder (or other person entitledto exercise the Stock Option), at the principal office of the Company, or such other place as shallbe mutually agreed upon, a certificate or certificates for such shares; provided, however, that thetime of delivery may be postponed by the Company for such periods as may be required for it withreasonable diligence to comply with any requirements of law; and provided further that in the eventthe Common Stock that is issuable upon exercise is not registered under the Securities Act of 1933,then the Company may require that the registered owner deliver an investment representation in formacceptable to the Company and its counsel, and the Company will place a legend on the certificatefor such Common Stock restricting the transfer of same. There shall be no obligation or duty forthe Company to register under the Securities Act of 1933 at any time the Common Stock issuable uponexercise of the Stock Option. If the option holder (or other person entitled to exercise the StockOption) fails to accept delivery, the option holder’s payment shall be returned and the right toexercise the Stock Option with respect to such undelivered shares shall be terminated.**(c) **The Committee may also, in its discretion and subject to prior notification to theCompany by an option holder, permit an option holder to enter into an agreement with the Company’stransfer agent or a brokerage firm of national standing whereby the option holder willsimultaneously exercise the Stock Option and sell the shares acquired thereby through the Company’stransfer agent or such brokerage firm and either the Company’s transfer agent or the brokerage firmexecuting the sale will remit to the Company from theproceeds of sale the exercise price of the shares as to which the Stock Option has beenexercised.
 
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**(d) **The Company may, at any time, offer to buy out one or more Stock Options for payment incash, based on such terms and conditions as the Committee shall establish and communicate to theoption holder at the time that such offer is made; provided that no such purchase shall be made ata price greater than the excess, if any, of the Fair Market Value of the Common Stock on the dateof purchase over the option price per share for any Stock Option so purchased.**(iv) Non-Transferability of Stock Option**A Stock Option by its terms shall not be assignable or transferable by the option holderotherwise than by will or by the laws of descent and distribution.**(v) Rights after Termination of Employment**In the event of termination of employment due to any cause other than death or disability,rights to exercise the Stock Option to the extent otherwise exercisable on the date of terminationof employment, or to any greater extent permitted by the Committee, shall terminate three monthsfollowing cessation of employment. In the event of termination of employment due to disability(within the meaning of Section 22(e)(3) of the Code) or death, such option holder or executor,administrator or devisee of an option holder, shall have the right to exercise such Stock Option(to the extent otherwise exercisable on the date of death or disability) at any time within oneyear after cessation of employment by reason of such disability or death. In the event oftermination of employment for any reason, including death or disability, any portion of the StockOption not exercisable on the date of such termination of employment shall expire unless otherwiseprovided by this Plan or the Committee in its sole discretion.**(vi) Fair Market Value**“Fair Market Value” on any date means: (a) if the Common Stock is listed on a nationalsecurities exchange, the closing price reported as having occurred on the primary exchange withwhich the Common Stock is listed and traded; (b) if the Common Stock is not listed on any nationalsecurities exchange but is quoted in the Nasdaq Stock Market on a last sale basis, the last salereported on such date, or, if there is no such sale on that date, then on the last preceding dateon which a sale was reported; or (c) if the Common Stock is not listed on a national securitiesexchange nor quoted in the Nasdaq Stock Market on a last sale basis, the amount determined by theCommittee to be the fair market value based upon a good faith attempt to value the Common Stock inaccordance with the Code and regulations promulgated thereunder.**(vii) No Repricing Without Stockholder Approval.**Notwithstanding anything in the Plan to the contrary, without the prior approval of thestockholders of the Company, the Committee may not: (a) reduce the option price of any StockOption after it is granted; (b) cancel any Stock Option at a time when the option price thereofexceeds the Fair Market Value of the Common Stock in exchange foranother Stock Option or other Grant hereunder unless the cancellation and exchange occurs inconnection with a merger, acquisition, spin-off or other similar corporate transaction or (c) takeany other action that would be treated as a repricing under generally accepted accountingprinciples as applied in the United States.
 
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**B. Non-Qualified Stock Options.**The Committee may, in its discretion, grant Stock Optionsunder the Plan which, in whole or in part, do not qualify as incentive stock options under Section422 of the Code (“Non-Qualified Options”). The terms and conditions of the Non-Qualified Optionsshall be governed by Section 6A above. The option price per share for each Non-Qualified Optionshall not be less than 100% of the Fair Market Value of the Common Stock on the date the StockOption is granted. The Fair Market Value shall be determined as set forth in Section 6A(vi)above.**C. Incentive Stock Options.**The Committee may, in its discretion, grant Stock Options underthe Plan, which qualify, in whole or in part, as incentive stock options (“Incentive Stock Option”)under Section 422 of the Code. In addition to the terms and conditions set forth in Section 6Aabove, the following terms and conditions shall govern any Incentive Stock Option issued under thePlan:**(i) Maximum Fair Market Value of Incentive Stock Options**No option holder may have Incentive Stock Options that become exercisable for the first timein any calendar year (under all Incentive Stock Option plans of the Company and its subsidiarycorporations) with an aggregate Fair Market Value (determined as of the time such Incentive StockOption is granted) in excess of $100,000.**(ii) Option Price**The option price per share for each Incentive Stock Option shall be 100% of the Fair MarketValue of the Common Stock on the date the Stock Option is granted; provided, however, that in thecase of the grant to an option holder who owns Common Stock of the Company possessing more than 10%of the total combined voting power of all classes of stock of the Company or its subsidiaries, theoption price of such Stock Option shall be at least 110% of the Fair Market Value of the CommonStock on the date the Stock Option is granted. The Fair Market Value shall be determined asprescribed in Section 6A(vi) above.**(iii) Period of Stock Option**Each Incentive Stock Option shall expire ten years from the date it is granted or at the endof such shorter period as may be designated by the Committee on the date of grant; provided,however, that in the case of the grant of an Incentive Stock Option to an option holder who ownsCommon Stock of the Company possessing more than 10% of the total combined voting power of allclasses of stock of the Company or its subsidiaries, such Stock Option shall not be exercisableafter the expiration of five years from the date it is granted.
 
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**(iv) Eligible Participants**Incentive Stock Options may be issued only to employees of the Company or its parent orsubsidiary corporation or corporations.**(v) Interpretation**No term of the Plan relating to Incentive Stock Options shall be interpreted, amended, oraltered, nor shall any direct discretion or authority granted under the Plan be so exercised, so asto disqualify the Plan under Section 422 of the Code.**D. Substitution of Options.**Options may be granted under the Plan from time to time insubstitution for Stock Options held by employees of other corporations who are about to become,and who do concurrently with the grant of such Stock Options become, employees of the Company or asubsidiary of the Company as a result of a merger or consolidation of the employing corporationwith the Company or a subsidiary of the Company, or the acquisition by the Company or a subsidiaryof the Company of the assets of the employing corporation or the acquisition by the Company or asubsidiary of the Company of stock of the employing corporation. The terms and conditions of thesubstitute Options so granted may vary from the terms and conditions set forth in this Section 6 tosuch extent as the Committee at the time of grant may deem appropriate to conform, in whole or inpart, to the provisions of the Stock Options in substitution for which they are granted.**7. Stock Appreciation Rights.****A. General Requirements.**“Stock Appreciation Right” means the right, pursuant to an awardgranted under Section 7 hereof, to cash and/or shares of stock in an amount equal to the differencebetween (i) the Fair Market Value, as of the date such right (or such portion thereof) isexercised, of the shares of Stock covered by such right (or such portion thereof) and (ii) the baseamount established by the Committee with respect to such right (or such portion thereof).**B. Grant and Exercise.**Stock Appreciation Rights may be granted separate from or inconjunction with all or part of any Stock Option granted under the Plan and shall benontransferable except that, subject to Section 6A(iv) hereof, a Stock Appreciation Right shall betransferable upon transfer of the related Stock Option. In the case of a Non-Qualified StockOption, Stock Appreciation Rights may be granted either at or after the time of the grant of suchStock Option. In the case of an Incentive Stock Option, Stock Appreciation Rights may be grantedonly at the time of the grant of such Stock Option.A Stock Appreciation Right or applicable portion thereof granted with respect to a given StockOption shall terminate and no longer be exercisable upon the termination or exercise of the relatedStock Option, except that, unless otherwise determined by the Committee, in its sole discretion atthe time of grant, a Stock Appreciation Right granted with respect to less than the full number ofshares covered by a related Stock Option shall not be reduced until the number of shares covered byan exercise or termination of the related Stock Option exceeds the number of shares not covered bythe Stock Appreciation Right. A Stock Appreciation Right not granted in connection with a StockOption shall terminate at the time specified in the grant.
 
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A Stock Appreciation Right granted in connection with a Stock Option may be exercised by anoptionee, in accordance with Section 6A(iii) of the Plan, by surrendering the applicable portion ofthe related Stock Option. Upon such exercise and surrender, the optionee shall be entitled toreceive an amount determined in the manner prescribed in Section 6A(iii) of the Plan. StockOptions which have been so surrendered, in whole or in part, shall no longer be exercisable to theextent the related Stock Appreciation Rights have been exercised. A Stock Appreciation Right notgranted in connection with a Stock Option may be exercised by the grantee’s delivery to theCommittee of a notice of exercise, in the form prescribed by the Committee.**C. Terms and Conditions.**Stock Appreciation Rights shall be subject to such terms andconditions, not inconsistent with the provisions of the Plan, as shall be determined from time totime by the Committee, in its sole discretion, including the following:**(i) **Stock Appreciation Rights shall be exercisable only at such time or times established bythe Committee. Stock Appreciation Rights granted in connection with Stock Options shall beexercisable only at such time or times and to the extent that the Stock Options to which theyrelate shall be exercisable in accordance with the provisions of Section 6 and this Section 7 ofthe Plan.**(ii) **Upon the exercise of a Stock Appreciation Right, an optionee shall be entitled to receiveup to, but not more than, an amount in cash and/or shares of Stock equal in value to the excess ofthe Fair Market Value of one share of Stock over the base amount established by the Committee,multiplied by the number of shares in respect of which the Stock Appreciation Right shall have beenexercised, with the Committee having the right to determine the form of payment. In the case of aStock Appreciation Right granted in connection with a Stock Option the base amount shall be theexercise price of the related Stock Option.**(iii) **Upon the exercise of a Stock Appreciation Right, the Stock Option or part thereof towhich such Stock Appreciation Right is related, if any, shall be deemed to have been exercised forthe purpose of the limitation set forth in Section 4 of the Plan on the number of shares of Stockto be issued under the Plan, but only to the extent of the number of shares issued under the StockAppreciation Right at the time of exercise, if any, based on the value of the Stock AppreciationRight at such time.**(iv) **A Stock Appreciation Right granted in connection with a Stock Option may be exercisedonly if and when the market price of the Stock subject to the Stock Option exceeds the exerciseprice of such Stock Option.
 
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**8. Restricted Stock and Restricted Stock Units****A. General Requirements.**The Committee may issues shares of Restricted Stock and RestrictedStock Units (as hereinafter defined) upon such terms and conditions as the Committee deemappropriate under this Section 8. Restricted Stock and Restricted Stock Units shall be set forth inwriting as determined from time to time by the Committee, consistent with the following provisionsof this Section 8. Restricted Stock and Restricted Stock Units may beissued for consideration or for no consideration (except as required by applicable law) andsubject to such restrictions as the Committee may determine. The Committee may establish conditionsunder which restrictions on Restricted Stock and Restricted Stock Units lapse over a period of timeor according to such other criteria as the Committee deems appropriate, including restrictionsbased upon the achievement of specific performance goals. “Restricted Stock Unit” shall mean a unitthat entitles the participant, upon the Vesting Date set forth in a Grant, to receive one share ofthe Company’s Common Stock.**B. Number of Shares.**Subject to Section 4 hereof, the Committee shall determine the number ofshares of Restricted Stock and the number of Restricted Stock Units to be awarded pursuant to anyGrant and the restrictions applicable to such shares.**C. Requirement of Employment or Service.**If the participant ceases to be employed by, orprovide service to, the Company, or if any other specified conditions are not met, any RestrictedStock or Restricted Stock Units as to which the restrictions have not then lapsed shallautomatically be forfeited to the Company, and those shares of Restricted Stock that may previouslyhave been issued shall be immediately returned to the Company. The Committee may provide forcomplete or partial exceptions to this requirement as it deems appropriate.**D. Restrictions on Transfer.**A participant may not sell, assign, transfer, pledge orotherwise dispose of any Restricted Stock that remain subject to forfeiture in accordance with theterms of the Grant thereof except by will or in accordance with the laws of descent anddistribution upon death. Each certificate representing Restricted Stock will contain a legendgiving appropriate notice of the restrictions in the Grant. The participant shall be entitled tohave the restrictive legend removed from a stock certificate covering Restricted Stock as to whichall restrictions have lapsed. The Committee may determine that the Company will not issuecertificates for Grants of Restricted Stock until all restrictions on such shares have lapsed, orthat the Company will retain possession of such certificates until all restrictions on such shareshave lapsed.**E. Right to Vote and To Receive Dividends.**The Committee shall determine to what extent, andunder what conditions, the holder of Restricted Stock shall have the right to vote such shares andthe holder of Restricted Stock or Restricted Stock Units shall have the right to receive anydividends or dividend equivalents or other distributions paid with respect to shares of RestrictedStock or shares issuable with respect to Restricted Stock Units at any time that such shares remainsubject to forfeiture. The Committee may determine that a participant’s entitlement to dividends orother distributions with respect to Restricted Stock or Restricted Stock Units may be subject toachievement of performance goals or other conditions.**9. Deferral Elections**A participant may elect to defer the receipt of shares that would otherwise be issuable withrespect to Restricted Stock Units as to which a Vesting Date has not occurred, as provided by theCommittee in the Grant consistent, however, with the provisions of this Section 9. Capitalizedterms used in this Section 9 but not previously defined in the Plan shall have the meanings setforth in Section 9N.
 
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**A. Initial Election.****(i) **Election. Each participant who is an Outside Director or a Deferral EligibleEmployee shall have the right to defer the receipt of some or all of the shares issuable withrespect to Restricted Stock Units as to which a Vesting Date has not yet occurred, by filing anInitial Election to defer the receipt of such shares on a form provided by the Committee for thispurpose.**(ii) **Deadline for Initial Election. No Initial Election to defer the receipt of sharesissuable with respect to Restricted Stock Units that are not Performance-Based Compensation shallbe effective unless it is filed with the Committee on or before the 30 th day following the dateof grant and 12 or more months in advance of the applicable Vesting Date. No Initial Election todefer the receipt of shares issuable with respect to Restricted Stock Units that arePerformance-Based Compensation shall be effective unless it is filed with the Committee at leastsix months before the end of the Performance Period during which such Performance-BasedCompensation may be earned.**B. Effect of Failure of Vesting Date to Occur.** An Election shall be null and void if a VestingDate with respect to the Restricted Stock Units does not occur before the distribution date forshares issuable with respect to such Restricted Stock Units identified in such Election.**C. Deferral Period.** Except as otherwise provided in Section 9D, all shares issuable withrespect to Restricted Stock Units that are subject to an Election shall be delivered to theparticipant (or the participant’s Successor-in-Interest) without any legend or restrictions (exceptthose that may be imposed by the Committee, in its sole judgment, under Section 25G), on thedistribution date for such shares designated by the participant on the most recently filedElection. Subject to acceleration or deferral pursuant to Section 9D, no distribution may be madeearlier than January 2nd of the third calendar year beginning after the Vesting Date, nor laterthan January 2nd of the eleventh calendar year beginning after the Vesting Date. The distributiondate may vary with each separate Election.**D. Additional Elections.** Notwithstanding anything in this Section 9D to the contrary, noSubsequent Election shall be effective until 12 months after the date on which such SubsequentElection is made.**(i) **Each active participant who has previously made an Initial Election to defer adistribution of part or all of his or her Account, or who, pursuant to this Section 9D(i) has madea Subsequent Election to defer the distribution date for shares issuable with respect to RestrictedStock Units for an additional period from the originally-elected distribution date, may elect todefer the distribution date for a minimum of five and a maximum of ten additional years from thepreviously-elected distribution date, by filing a Subsequent Election with the Committee on orbefore the close of business at least one year before the date on which the distribution wouldotherwise be made.
 
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**(ii) **A deceased participant’s Successor-in-Interest may elect to: (A) file a SubsequentElection to defer the distribution date for the deceased participant’s shares issuable with respectto Restricted Stock Units for five additional years from the date a distribution would otherwise bemade; or (B) file an Acceleration Election to accelerate the distribution date for thedeceased participant’s shares issuable with respect to Restricted Stock Units from the date adistribution would otherwise be made to a date that is as soon as practicable following thedeceased participant’s death. A Subsequent Election must be filed with the Committee at least oneyear before the date on which the distribution would otherwise be made, as reflected on thedeceased participant’s last Election. An Acceleration Election pursuant to this Section 9D(ii) mustbe filed with the Committee as soon as practicable following the deceased participant’s death, asdetermined by the Committee.**(iii) **A Disabled participant may elect to accelerate the distribution date of the Disabledparticipant’s shares issuable with respect to Restricted Stock Units from the date a distributionwould otherwise be made to a date that is as soon as practicable following the date the Disabledparticipant became disabled. An Acceleration Election pursuant to this Section 9D(iii) must befiled with the Committee as soon as practicable following the date the participant becomesDisabled, as determined by the Committee.**(iv) **A retired participant may elect to defer the distribution date of the retiredparticipant’s shares issuable with respect to Restricted Stock Units for five additional years fromthe date a distribution would otherwise be made. A Subsequent Election must be filed with theCommittee at least one year before the date on which the distribution would otherwise be made, asreflected on the retired participant’s last Election.**E. Discretion to Provide for Distribution in Full Upon or Following a Change of Control.** Tothe extent permitted by Section 409A, in connection with a Change of Control, and for the 12-monthperiod following a Change of Control, the Committee may exercise its discretion to terminate thedeferral provisions of the Plan and, notwithstanding any other provision of the Plan or the termsof any Initial Election or Subsequent Election, distribute the Account of each participant in fulland thereby effect the revocation of any outstanding Initial Elections or Subsequent Elections.**F. Hardship.** Notwithstanding the terms of an Initial Election or Subsequent Election, if, atthe participant’s request, the Committee determines that the participant has incurred a Hardship,the Committee may, in its discretion, authorize the immediate distribution of all or any portion ofthe participant’s Account and thereby effect the revocation of any outstanding Initial Elections orSubsequent Elections with respect to the portion of the participant’s account so distributed.**G. Separation from Service.** Notwithstanding the terms of an Initial Election or SubsequentElection, if the Committee determines that the participant has incurred a separation from service,as defined in Treasury Regulations section 1.409A-1(h), the Committee may, in its discretionauthorize the immediate distribution of all or any portion of the participant’s Account and therebyeffect the revocation of any outstanding Initial Elections or Subsequent Elections with respect tothe portion of the participant’s account so distributed.
 
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**H. Other Acceleration Events.** To the extent permitted by Section 409A, notwithstanding theterms of an Initial Election or Subsequent Election, distribution of all or part of a participant’sAccount may be made:**(i) **To fulfill a domestic relations order (as defined in section 414(p)(1)(B) of the Code) tothe extent permitted by Treasury Regulations section 1.409A-3(j)(4)(ii) or any successor provisionof law).**(ii) **To the extent necessary to comply with laws relating to avoidance of conflicts ofinterest, as provided in Treasury Regulation section 1.409A-3(j)(4)(iii) (or any successorprovision of law).**(iii) **To pay employment taxes to the extent permitted by Treasury Regulation section1.409A-3(j)(4)(vi) (or any successor provision of law).**(iv) **In connection with the recognition of income as the result of a failure to comply withSection 409A, to the extent permitted by Treasury Regulation section 1.409A-3(j)(4)(vii) (or anysuccessor provision of law).**(v) **To pay state, local or foreign taxes to the extent permitted by Treasury Regulationsection 1.409A-3(j)(4)(xi) (or any successor provision of law).**(vi) **In satisfaction of a debt of a participant to the Company where such debt is incurred inthe ordinary course of the service relationship between the participant and the Company, to theextent permitted by Treasury Regulation section 1.409A-3(j)(4)(xiii) (or any successor provision oflaw).**(vii) **In connection with a bona fide dispute as to a participant’s right to payment, to theextent permitted by Treasury Regulation section 1.409A-3(j)(4)(xiv) (or any successor provision oflaw).**I. Book Accounts.** An Account shall be established for each participant who makes an Election.Deferred Stock Units shall be credited to the Account as of the date of the Election, provided thatthe Election satisfies the requirements of Section 9A(ii) or Section 9D, if applicable. EachDeferred Stock Unit will represent a hypothetical share of Common Stock credited to the Account inlieu of delivery of each share to which the Election applies.**J. Crediting of Income, Gains and Losses on Accounts****.** The value of a participant’s Account asof any date shall be determined as if it were invested in the Company Stock Fund.**K. Participants’ Status as General Creditors****.** A participant’s right to delivery of sharessubject to an Election under this Section 9 shall at all times represent the general obligation ofthe Company. The participant shall be a general creditor of the Company with respect to thisobligation, and shall not have a secured or preferred position with respect to such obligation.Nothing contained in the Plan or a Grant shall be deemed to create an escrow, trust, custodialaccount or fiduciary relationship of any kind. Nothing contained in the Plan or a Grant shall beconstrued to eliminate any priority or preferred position of a participant in a bankruptcy matterwith respect to claims for wages.**L. Non-Assignability, Etc****.** The right of a participant to receive shares subject to an Electionunder this Section 9 shall not be subject in any manner to attachment or other legalprocess for the debts of such participant; and no right to receive shares or cash paymentshereunder shall be subject to anticipation, alienation, sale, transfer, assignment or encumbrance.
 
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**M. Required Suspension of Payment of Benefits****.** Notwithstanding any provision of the Plan orany participant’s election as to the date or time of payment of any benefit payable under the Plan,to the extent compliance with the requirements of Treas. Reg. § 1.409A-3(i)(2) (or any successorprovision) is necessary to avoid the application of an additional tax under Section 409A topayments due to the participant upon or following his separation from service, then notwithstandingany other provision of this Plan, any such payments that are otherwise due within six monthsfollowing the participant’s separation from service will be deferred and paid to the participant ina lump sum immediately following that six month period.**N. Defined Terms****.****(i) **“Acceleration Election” means a written election on a form provided by the Committee,pursuant to which a Deceased participant’s Successor-in-Interest or a Disabled participant electsto accelerate the distribution date of shares issuable with respect to Restricted Stock Units.**(ii) **“Account” means unfunded bookkeeping accounts established and maintained by the Committeein the names of the respective participants to which Deferred Stock Units, dividend equivalents andearnings on dividend equivalents shall be credited with respect to the portion of the Accountallocated to the Company Stock Fund.**(iii) **“Change of Control” shall have the meaning provided in Treasury Regulations section1.409A-3(i)(5).**(iv) **“Company Stock Fund” means a hypothetical investment fund pursuant to which DeferredStock Units are credited with respect to a portion of a Grant subject to an Election.**(v) **“Deferral Eligible Employee” means a participant who is awarded Restricted Stock Units bythe Committee.**(vi) **“Deferred Stock Units” means the hypothetical shares of Common Stock credited to anAccount in lieu of delivery of each share to which an Election applies.**(vii) **“Disability” shall have the meaning ascribed in Section 22(e)(3) of the Code .**(viii) **“Election” means, as applicable, an Initial Election, a Subsequent Election, or anAcceleration Election.**(ix) **“Hardship” means an “unforeseeable emergency,” as defined in Section 409A. The Committeeshall determine whether the circumstances of the participant constitute an unforeseeable emergencyand thus a Hardship. Following a uniform procedure, the Committee’s determination shall considerany facts or conditions deemed necessary or advisable by the Committee, and the participant shallbe required to submit any evidence of the participant’scircumstances that the Committee requires. The determination as to whether the participant’scircumstances are a case of Hardship shall be based on the facts of each case; provided however,that all determinations as to Hardship shall be uniformly and consistently made for allparticipants in similar circumstances.
 
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**(x) **“Initial Election” means a written election on a form provided by the Committee, pursuantto which a participant: (i) elects, within the time or times specified in Section 9A, to defer thedistribution date of shares issuable with respect to Restricted Stock Units; and (ii) designatesthe distribution date of such shares.**(xi) **“Outside Director” means any individual who serves as a member of the Board of Directorsof the Company and who is neither (i) an employee of the Company, (ii) the beneficial owner of 10%or more of the outstanding Common Stock of the Company (a “Significant Holder”), or (iii) astockholder, member or partner of any entity which itself is a Significant Holder.**(xii) **“Subsequent Election” means a written election on a form provided by the Committee,filed with the Committee in accordance with Section 9D, pursuant to which a participant: (i)elects, within the time or times specified in Section 9A, to further defer the distribution date ofshares issuable with respect to Restricted Stock Units; and (ii) designates the distribution dateof such shares.**(xiii) **“Successor-in-Interest” means the estate or beneficiary to whom the right to paymentunder the Plan shall have passed by will or the laws of descent and distribution.**(xiv) **“Vesting Date” means the date on which the restrictions imposed on a share issuable withrespect to a Restricted Stock Unit lapse.**10. Long Term Performance Awards.****A. General Requirements.**“Long-Term Performance Award” means an award made pursuant toSection 10 hereof that is payable in cash and/or shares of Common Stock (including Restricted Stockand Performance Shares) in accordance with the terms of the grant, based on Company, business unitand/or individual performance over a period of at least two years, in each case as determined bythe Committee and as set forth in the grant letter.**B. Awards and Administration.**Long Term Performance Awards may be awarded either alone or inaddition to other awards granted under the Plan. Prior to award of a Long Term Performance Award,the Committee shall determine the nature, length and starting date of the performance period (the“performance period”) for each Long Term Performance Award, which shall be at least two years(subject to Section 12 below). Performance periods may overlap and participants may participatesimultaneously with respect to Long Term Performance Awards that are subject to differentperformance periods and/or different performance factors and criteria. Prior to award of a LongTerm Performance Award, the Committee shall determine the performance objectives to be used invaluing Long Term Performance Awards and determine the extent to which such Long Term PerformanceAwards have been earned. Performance objectives may vary from participant to participant andbetween groups of participants and shall be based upon such Company, business unit and/orindividual performance factors and criteria asthe Committee may deem appropriate, as approved by the stockholders of the Company. If theCommittee has determined to comply with the rules and regulations under Section 162(m) of the Code,the Committee shall determine, in its sole discretion, the extent to which the performanceobjectives for any Long Term Performance Award should be disclosed to and approved by thestockholders of the Company and otherwise comply with such rules and regulations.
 
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At the beginning of each performance period, the Committee shall determine for each Long TermPerformance Award subject to such performance period the range of dollar values or number of sharesof Common Stock to be awarded to the participant at the end of the performance period if and to theextent that the relevant measure(s) of performance for such Long Term Performance Award is (are)met; provided, however, that no participant shall be awarded a Long Term Performance Award with adollar value in excess of One Million Dollars ($1,000,000) (determined as of the time such LongTerm Performance Award is granted) for the performance period to which the Long Term PerformanceAward relates. Such dollar values or number of shares of Common Stock may be fixed or may vary inaccordance with such performance and/or other criteria as may be specified by the Committee, in itssole discretion.**C. Adjustment of Awards.**In the event of special or unusual events or circumstances affectingthe application of one or more performance objectives to a Long Term Performance Award, theCommittee may revise the performance objectives and/or underlying factors and criteria applicableto the Long Term Performance Awards affected, to the extent deemed appropriate by the Committee, inits sole discretion, to avoid unintended windfalls or hardship.**D. Termination of Service.**Unless otherwise provided in the applicable award agreement(s), ifa participant terminates service with the Corporation during a performance period because of death,disability or retirement (as such terms may be defined in the grant letter with respect to suchLong Term Performance Award), such participant (or his estate) shall be entitled to a payment withrespect to each outstanding Long Term Performance Award at the end of the applicable performanceperiod:**(i) **based, to the extent relevant under the terms of the award, upon the Company, businessunit and/or individual performance for the portion of such performance period ending on the date oftermination and the Company, business unit and/or individual performance for the entire performanceperiod, and**(ii) **pro-rated, where deemed appropriate by the Committee, for the portion of the performanceperiod during which the participant was employed by the Company, all as determined by theCommittee, in its sole discretion.However, the Committee may provide for an earlier payment in settlement of such award in suchamount and under such terms and conditions as the Committee deems appropriate, in its solediscretion.Except as otherwise determined by the Committee, if a participant terminates service with theCompany during a performance period for any other reason, then such participant shall not beentitled to any payment with respect to the Long Term PerformanceAwards subject to such performance period, unless the Committee shall otherwise determine, in itssole discretion.
 
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In the event of a Change of Control (as such term is defined in the grant letter with respectto such Long Term Performance Award), the Committee may, in its sole discretion, cause allconditions applicable to a Long Term Performance Award to immediately terminate and a stockcertificate or stock certificates representing shares of Common Stock subject to such award, orcash, as the case may be, to be issued and/or delivered to the participant.**E. Form of Payment.**The earned portion of a Long Term Performance Award may be paid currentlyor on a deferred basis, together with such interest or earnings equivalent, if any, as may bedetermined by the Committee, in its sole discretion. Payment shall be made in the form of cash orwhole shares of Common Stock, including Restricted Stock, either in a lump sum payment or in annualinstallments commencing as soon as practicable after the end of the relevant performance period,all as the Committee shall determine at or after grant. If and to the extent a Long TermPerformance Award is payable in Common Stock and the full amount of such value is not paid inCommon Stock, then the shares of Common Stock representing the portion of the value of the LongTerm Performance Award not paid in Common Stock shall again become available for award under thePlan, subject to Section 4. Prior to any payment, the Committee shall certify that all of theperformance goals or other material terms of the award have been met.**11. Performance Shares.****A. General Requirements.**“Performance Share” means an award made pursuant to Section 11hereof of the right to receive shares of Common Stock at the end of a specified performance period.**B. Awards and Administration.**The Committee shall determine the persons to whom and the timeor times at which Performance Shares shall be awarded, the number of Performance Shares to beawarded to any such person, the duration of the period (the “performance period”) during which, andthe conditions under which, receipt of the shares of Common Stock will be deferred, and the otherterms and conditions of the award in addition to those set forth below.The Committee may condition the receipt of shares of Common Stock pursuant to a PerformanceShare award upon the attainment of specified performance goals or such other factors or criteria asthe Committee shall determine, in its sole discretion.The provisions of Performance Share awards need not be the same with respect to eachparticipant, and such awards to individual participants need not be the same in subsequent years.
 
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**C. Terms and Conditions.**Performance Shares awarded pursuant to this Section 11 shall besubject to the following terms and conditions and such other terms and conditions, not inconsistentwith the terms of this Plan, as the Committee shall deem desirable:**(i) **Conditions. The Committee, in its sole discretion, shall specify the performance periodduring which, and the conditions under which, the receipt of shares of Common Stock covered by thePerformance Share award will be deferred.**(ii) **Stock Certificate. At the expiration of the performance period, if the Committee, in itssole discretion, determines that the conditions specified in the Performance Share agreement havebeen satisfied, a stock certificate or stock certificates representing the number of shares ofCommon Stock covered by the Performance Share award shall be issued and delivered to theparticipant. A participant shall not be deemed to be the holder of Common Stock, or to have therights of a holder of Common Stock, with respect to the Performance Shares unless and until a stockcertificate or stock certificates representing such shares of Common Stock are issued to suchParticipant.**(iii) **Death, Disability or Retirement. Subject to the provisions of the Plan, if aparticipant terminates service with the Corporation during a performance period because of death,disability or retirement (as such terms may be defined in the grant letter with respect to suchPerformance Share award), such participant (or his estate) shall be entitled to a payment withrespect to each outstanding Performance Share award at the end of the applicable performanceperiod:**(a) **based, to the extent relevant under the terms of the award, upon the the attainment ofspecified performance goals or such other factors or criteria as the Committee set forth in thePerformance Share award for the portion of such performance period ending on the date oftermination and the attainment of such goals or other factors or criteria for the entireperformance period, and**(b) **pro-rated, where deemed appropriate by the Committee, for the portion of the performanceperiod during which the participant was employed by the Company, all as determined by theCommittee, in its sole discretion.However, the Committee may provide for an earlier payment in settlement of such award in suchamount and under such terms and conditions as the Committee deems appropriate, in its solediscretion.**(iv) **Termination of Service. Unless otherwise determined by the Committee at the time ofgrant, the Performance Shares will be forfeited upon a termination of service during theperformance period for any reason other than death, disability or retirement.**(v) **Change of Control. In the event of a Change of Control (as such term is defined in thegrant letter with respect to such Performance Share award), the Committee may, in its solediscretion, cause all conditions applicable to the Performance Shares to immediately terminate anda stock certificate or stock certificates representing shares of Common Stock subject to thePerformance Share award to be issued and delivered to the participant.
 
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**12. Qualified Performance-Based Compensation.****A. Designation as Qualified Performance-Based Compensation.**The Committee may determine thatStock Appreciation Rights, Restricted Stock, Long Term PerformanceAwards or Performance Shares granted to an employee shall be considered “qualifiedperformance-based compensation” under Code section 162(m). The provisions of this Section 12 shallapply to any such grants that are to be considered “qualified performance-based compensation” underCode section 162(m). To the extent that grants of Stock Appreciation Rights, Restricted Stock,Long Term Performance Awards or Performance Shares are designated as “qualified performance-basedcompensation” under Code section 162(m) are made, no such grant may be made as an alternative toanother grant that is not designated as “qualified performance based compensation” but instead mustbe separate and apart from all other grants made.**B. Performance Goals.**When Stock Appreciation Rights, Restricted Stock, Long Term PerformanceAwards or Performance Shares that are to be considered “qualified performance-based compensation”are granted, the Committee shall establish in writing (i) the objective performance goals that mustbe met, (ii) the period during which performance will be measured, (iii) the maximum amounts thatmay be paid if the performance goals are met, and (iv) any other conditions that the Committeedeems appropriate and consistent with the Plan and the requirements of Code section 162(m) for“qualified performance-based compensation.” The performance goals shall satisfy the requirementsfor “qualified performance-based compensation,” including the requirement that the achievement ofthe goals be substantially uncertain at the time they are established and that the performancegoals be established in such a way that a third party with knowledge of the relevant facts coulddetermine whether and to what extent the performance goals have been met. The Committee shall nothave discretion to increase the amount of compensation that is payable upon achievement of thedesignated performance goals, but the Committee may reduce the amount of compensation that ispayable upon achievement of the designated performance goals.**C. Criteria Used for Objective Performance Goals.**In setting the performance goals for grantsdesignated as “qualified performance-based compensation” pursuant to this Section 12, the Committeeshall use objectively determinable performance goals based on one or more of the followingcriteria: pre- or after-tax net earnings, sales or revenue, operating earnings, operating cashflow, return on net assets, return on stockholders’ equity, return on assets, return on capital,stock price growth, gross or net profit margin, earnings per share, price per share, market shareor strategic business criteria consisting of one or more Company objectives based on meetingspecified revenue goals, market penetration goals, geographic business expansion goals, costtargets, product development goals, goals relating to acquisitions or divestitures or any otherobjective measure derived from any of the foregoing criteria. The performance goals may relate tothe participant’s business unit or the performance of the Company as a whole, or any combination ofthe foregoing. Performance goals need not be uniform as among participants.**D. Timing of Establishment of Goals.**The Committee shall establish the performance goals inwriting either before the beginning of the performance period or during a period ending no laterthan the earlier of (i) 90 days after the beginning of the performance period or (ii) the date onwhich 25% of the performance period has been completed, or such other date as may be required orpermitted under applicable regulations under Code section 162(m).
 
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**E. Announcement of Results.**The Committee shall certify and announce the results for theperformance period to all participants after the Company announces the Company’s financial resultsfor the performance period. If and to the extent that the Committee does not certify that theperformance goals have been met, the applicable grants for the performance period shall beforfeited or shall not be paid, as applicable.**F. Death, Disability or Other Circumstances.**The Committee may provide that grants shall bepayable or restrictions shall lapse, in whole or in part, in the event of the Participant’s deathor disability during the performance period, a Change of Control or under other circumstancesconsistent with the Treasury regulations and rulings under Code section 162(m).**13. Adjustment in Event of Recapitalization of the Company****A. Changes in Capitalization.**Subject to any required action by the stockholders of theCompany, the number of shares of Common Stock covered by each outstanding Grant and the number ofshares of Common Stock that have been authorized for issuance under the Plan but as to which noGrants have yet been granted or which have been returned to the Plan upon cancellation orexpiration of a Stock Option, forfeiture of Restricted Stock or issuance of fewer shares of CommonStock upon payment of a Long Term Performance Award or Performance Share award than were theoriginal subject of such awards, including the maximum number of shares of Common Stock for whichGrants may be granted to any employee in any calendar year, as well as the price per share ofCommon Stock covered by any outstanding Stock Option, shall be proportionately adjusted for anyincrease or decrease in the number of issued shares of Common Stock resulting from a stock split,reverse stock split, stock dividend, combination or reclassification of the Common Stock, any otherincrease or decrease in the number of issued shares of Common Stock effected without receipt ofconsideration by the Company, or other similar event that affects the Common Stock such that anadjustment is required to preserve or prevent enlargement of the benefits or potential benefitsmade available under the Plan. Such adjustment shall be made by the Committee, whose determinationin that respect shall be final, binding and conclusive. Except as expressly provided herein, noissuance by the Company of shares of stock of any class, or securities convertible into shares ofstock of any class, shall affect, and no adjustment by reason thereof shall be made with respectto, the number or price of shares of Common Stock subject to a Grant.**B. Dissolution or Liquidation.**In the event of the proposed dissolution or liquidation of theCompany, all outstanding Awards will terminate immediately prior to the consummation of suchproposed action, unless otherwise provided by the Committee. The Committee may, in the exercise ofits discretion in such instances, declare that any Award shall terminate as of a date fixed by theCommittee and (i) give each holder of a Stock Option the right to exercise the holder’s StockOption as to all or any part of the shares of Common Stock covered by the Stock Option, includingshares as to which the Stock Option would not otherwise be exercisable, (ii) subject to theprovisions of Code section 162(m), determine that the restrictions with respect to any RestrictedStock shall lapse, in whole or in part, or (iii) subject to the provisions of Code section 162(m),determine to pay all or any portion of a Long Term Performance Award or Performance Share awardnotwithstanding that the performance criteria set forth therein have not been satisfied in full orthat the performance period has not expired.
 
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**C. Sale or Merger.**In the event of a proposed sale of all or substantially all of the assetsof the Company, or the merger of the Company with or into another corporation, the Committee, inthe exercise of its sole discretion, may take such action as it deems desirable, including, but notlimited to: (i) causing an Award to be assumed or an equivalent Award to be substituted by thesuccessor corporation or a parent or subsidiary of such successor corporation, (ii) providing thateach option holder shall have the right to exercise the option holder’s Stock Option as to all ofthe shares of Common Stock covered by the Stock Option, including shares as to which the StockOption would not otherwise be exercisable, (iii) declaring that a Stock Option shall terminate at adate fixed by the Committee provided that the option holder is given notice and opportunity toexercise the then exercisable portion of the option holder’s Stock Option prior to such date, (iv)subject to the provisions of Code section 162(m), determine that the restrictions with respect toany Restricted Stock shall lapse, in whole or in part, or (v) subject to the provisions of Codesection 162(m), determine to pay all or any portion of a Long Term Performance Award or PerformanceShare award notwithstanding that the performance criteria set forth therein have not been satisfiedin full or that the performance period has not expired.**14. Amendment of Plan**The Committee, within its discretion, shall have authority to amend the Plan and the terms ofany Grant issued hereunder at any time, subject to any required stockholder approval or anystockholder approval that the Committee may deem advisable for any reason, such as for the purposeof obtaining or retaining the statutory or regulatory benefits under tax, securities or other lawsas satisfying any applicable stock exchange or Nasdaq listing requirement. The Committee may not,without the consent of the recipient of any Grant previously made hereunder alter or impair anyright or obligation under such Grant, except as specifically authorized herein.**15. Rights of a Stockholder**The recipient of any Grant under the Plan, unless otherwise provided by the Plan or the awardletter evidencing such Grant, shall have no rights as a stockholder unless and until certificatesfor shares of Common Stock are issued and delivered to him without the restrictive legendcontemplated by Section 8 hereof.**16. No Guaranty of Employment or Participation**Nothing contained in the Plan or in any award letter with respect to a Grant shall confer uponany participant the right to continue in the employment of the Company or any subsidiary of theCompany or affect any right that the Company or any subsidiary of the Company may have to terminatethe employment of such participant. No person shall have a right to be selected to participate inthe Plan or, having been so selected, to receive any future Grants.**17. Withholding****A. Taxes****.** Subject to the rules of Section 17B, the Company shall be entitled, if necessary ordesirable, to withhold the amount of any tax, charge or assessment attributable to any VestingDate, issuance of or lapse of restrictions with respect to other shares pursuant to Grants underthe Plan, making of any other payments pursuant to Grants under the Plan or distribution of all orany part of a participant’s Account. The Company shall not be required todeliver shares or other amounts payable with respect to any Grants or distribute aparticipant’s Account until it has been indemnified to its satisfaction for any such tax, charge orassessment.
 
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**B. Payment of Tax Liabilities; Election to Withhold Shares or Pay Cash to Satisfy TaxLiability****.****(i) **In connection with the occurrence of a Vesting Date, issuance of other shares or making ofother payments pursuant to Grants under the Plan, the lapse of any restrictions with respect toRestricted Stock issued under the Plan or the distribution of a participant’s Account, the Companyshall have the right to (A) require the participant to remit to the Company an amount sufficient tosatisfy any federal, state and/or local withholding tax requirements prior to the delivery ortransfer of any certificate or certificates for shares or the making of any such payment ordistribution, or (B) take any action whatever that it deems necessary to protect its interests withrespect to tax liabilities. The Company’s obligation to make any delivery or transfer of shares orother payment or distribution with respect to Grants under the Plan shall be conditioned on theparticipant’s compliance, to the Company’s satisfaction, with any withholding requirement.**(ii) **Except as otherwise provided in this Section 17B(ii), any tax liabilities incurred inconnection with the occurrence of a Vesting Date, issuance of other shares or making of any paymentpursuant to Grants under the Plan, the lapse of any restrictions with respect to Restricted Stockor the distribution of a participant’s Account shall, to the extent such liabilities cannot besatisfied in full by withholding cash payable in connection with such event, be satisfied by theCompany’s withholding a portion of any shares to be so distributed or issued having a Fair MarketValue approximately equal to the minimum amount of taxes required to be withheld by the Companyunder applicable law, unless otherwise determined by the Committee with respect to any participant.Notwithstanding the foregoing, the Committee may permit a participant to elect one or both of thefollowing: (A) to have taxes withheld in excess of the minimum amount required to be withheld bythe Company under applicable law; provided that the participant certifies in writing to the Companyat the time of such election that the participant owns Other Available Shares (as defined below)having a Fair Market Value that is at least equal to the amount to be withheld by the Company inpayment of withholding taxes in excess of such minimum amount; and (B) to pay to the Company incash all or a portion of the taxes to be withheld in connection with such Vesting Date, issuance ofother shares or making of any payment pursuant to Grants under the Plan, lapse of restrictions onRestricted Stock or Account distribution. In all cases, any shares so withheld by the Company shallhave a Fair Market Value that does not exceed the amount of taxes to be withheld minus the cashpayment, if any, made by the participant or withheld from an Account distribution or other payment.Any election pursuant to this Section 17B(ii) must be in a writing made prior to the date specifiedby the Committee, and in any event prior to the date the amount of tax to be withheld or paid isdetermined. An election pursuant to this Section 17B(ii) may be made only by a participant or, inthe event of the participant’s death, by the participant’s legal representative. Shares withheldpursuant to this Section 17B(ii) shall be available for subsequent grants under the Plan. TheCommittee may add such other requirements and limitations regarding elections pursuant to thisSection 17B(ii) as it deems appropriate.
 
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**(iii) **“Other Available Shares” shall mean, as of any date, the sum of:**(a) **the total number of shares owned by a participant or such participant’s Family Member (asdefined below) that were not acquired by such participant or such participant’s Family Memberpursuant to the Plan or otherwise in connection with the performance of services to the Company;plus**(b) **the excess, if any of:(A) the total number of shares owned by a participant or such participant’s Family Memberother than the shares described in Section 17B(iii)(a); over(B) the sum of:(I) the number of such shares owned by such participant or such participant’s Family Memberfor less than six months; plus(II) the number of such shares owned by such participant or such participant’s Family Memberthat has, within the preceding six months, been the subject of a withholding certification pursuantto Section 17; plus(III) the number of such shares owned by such participant or such participant’s Family Memberthat has, within the preceding six months, been received in exchange for shares surrendered aspayment, in full or in part, but only to the extent of the number of shares surrendered; plus(IV) the number of such shares owned by such participant or such participant’s Family Memberas to which evidence of ownership has, within the preceding six months, been provided to theCommittee in connection with the crediting of “Deferred Stock Units” (as defined in Section 9N) tosuch participant’s Account.For purposes of this Section 17B(iii), a share that is subject to a deferral election shall not betreated as owned by a participant until all conditions to the delivery of such share have lapsed.**(iv) **“Family Member” shall mean any child, grandchild, parent, grandparent, including in eachcase adoptive relationships, stepchild, spouse, a trust in which these persons and the participantcollectively have more than fifty percent of the beneficial interest and any other entity in whichthese persons and the participant collectively own more than fifty percent of the voting interests.**18. Non-Uniform Determinations**The Committee’s determinations under the Plan (including without limitation determinations ofthe persons to receive Grants, the form, amount and timing of such Grants and the terms andprovisions of Grants and the award letters evidencing same) need not be uniform and may be madeselectively among persons who receive, or are eligible to receive, Grants under the Plan whether ornot such persons are similarly situated.
 
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**19. Reservation of Shares**The Company, during the term of the Plan, will at all times reserve and keep available suchnumber of shares as shall be sufficient to satisfy the requirements of the Plan. Inability of theCompany to obtain authority from any regulatory body having jurisdiction, which authority is deemedby the Company’s counsel to be necessary to the lawful issuance and sale of any shares hereunder,shall relieve the Company of any liability for the failure to issue or sell such shares as to whichsuch requisite authority shall not have been obtained.**20. Effect on Other Plans**Participation in the Plan shall not affect an employee’s eligibility to participate in anyother benefit or incentive plan of the Company or any subsidiary of the Company. Any Grants madepursuant to the Plan shall not be used in determining the benefits provided under any other plan ofthe Company or any subsidiary of the Company unless specifically provided.**21. Forfeiture**Notwithstanding anything to the contrary in the Plan, if the Committee finds, by a majorityvote, after full consideration of the facts presented on behalf of both the Company and any optionholder, that a participant has been engaged in fraud, embezzlement, theft or commission of a felonyor retention by the Company or any subsidiary of the Company or that a participant has willfullydisclosed confidential information of the Company or any subsidiary of the Company and that suchdisclosure damaged the Company or any subsidiary of the Company, the participant shall forfeit allunexercised Stock Options, all exercised Stock Options under which the Company has not yetdelivered the certificates, and all Restricted Stock, Stock Appreciation Rights, Long TermPerformance Awards and Performance Shares. The decision of the Committee in interpreting andapplying the provisions of this Section 21 shall be final. No decision of the Committee, however,shall affect the finality of the discharge or termination of such participant by the Company or anysubsidiary of the Company in any manner.**22. No Prohibition on Corporate Action**No provision of the Plan shall be construed to prevent the Company or any officer or directorthereof from taking any action deemed by the Company or such officer or director to be appropriateor in the Company’s best interest, whether or not such action could have an adverse effect on thePlan or any Grants made hereunder, and no participant or participant’s estate, personalrepresentative or beneficiary shall have any claim against the Company or any officer or directorthereof as a result of the taking of such action.
 
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**23. Indemnification**With respect to the administration of the Plan, the Company shall indemnify each present andfuture member of the Committee and the Board against, and each member of the Committee and theBoard shall be entitled without further action on his or her part to indemnity from the Companyfor, all expenses (including the amount of judgments and the amount of approved settlements madewith a view to the curtailment of costs of litigation, other than amounts paid to the Companyitself) reasonably incurred by him in connection with or arising out of, any action,suit or proceeding in which he may be involved by reason of his or her being or having been amember of the Committee or the Board, whether or not he continues to be such member at the time ofincurring such expenses; provided, however, that such indemnity shall not include any expensesincurred by any such member of the Committee or the Board (i) in respect of matters as to which heshall be finally adjudged in any such action, suit or proceeding to have been guilty of grossnegligence or willful misconduct in the performance of his or her duty as such member of theCommittee or the Board; or (ii) in respect of any matter in which any settlement is effected for anamount in excess of the amount approved by the Company on the advice of its legal counsel; andprovided further that no right of indemnification under the provisions set forth herein shall beavailable to or enforceable by any such member of the Committee or the Board unless, within 60 daysafter institution of any such action, suit or proceeding, he shall have offered the Company inwriting the opportunity to handle and defend same at its own expense. The foregoing right ofindemnification shall inure to the benefit of the heirs, executors or administrators of each suchmember of the Committee or the Board and shall be in addition to all other rights to which suchmember may be entitled as a matter of law, contract or otherwise.**24. Miscellaneous Provisions****A. Compliance with Plan Provisions.**No participant or other person shall have any right withrespect to the Plan, the Common Stock reserved for issuance under the Plan or in any Stock Optionor Restricted Stock until a written award letter shall have been executed by the Company and allthe terms, conditions and provisions of the Plan and the Grant applicable to such participant (andeach person claiming under or through him) have been met.**B. Approval by Company.**In the discretion of the Committee, no shares of Common Stock, othersecurities or property of the Company or other forms of payment shall be issued hereunder withrespect to any Stock Option or Restricted Stock award unless the Company’s General Counsel or ChiefFinancial Officer shall be satisfied that such issuance will be in compliance with applicablefederal, state, local and foreign legal, securities exchange and other applicable requirements.**C**. **Compliance with Rule 16b-3.**To the extent that Rule 16b-3 under the Exchange Act appliesto Grants made under the Plan, it is the intention of the Company that the Plan comply in allrespects with the requirements of Rule 16b-3, that any ambiguities or inconsistencies inconstruction of the Plan be interpreted to give effect to such intention and that, if the Planshall not so comply, whether on the date of adoption or by reason of any later amendment to orinterpretation of Rule 16b-3, the provisions of the Plan shall be deemed to be automaticallyamended so as to bring them into full compliance with such rule.**D. Unfunded Plan.**The Plan shall be unfunded. The Company shall not be required to establishany special or separate fund or to make any other segregations of assets under the Plan.
 
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**E. Effects of Acceptance of Grant.**By accepting any Stock Option, Restricted Stock or otherbenefit under the Plan, each participant and each person claiming under or through him shall beconclusively deemed to have indicated his or her acceptance and ratification of, andconsent to, any action taken under the Plan by the Company, the Board and/or the Committee or itsdelegates.**F. Construction.**The masculine pronoun shall include the feminine and neuter, and thesingular shall include the plural, where the context so indicates.**G. Compliance with Legal and Exchange Requirements.**The Plan, the granting and exercising ofStock Options hereunder, the issuance of Restricted Stock hereunder and the other obligations ofthe Company hereunder, including Stock Appreciation Rights, Long Term Performance Awards andPerformance Shares, shall be subject to all applicable federal and state laws, rules andregulations, and to such approval by all regulatory or governmental agencies as may be required.The Company, in its discretion, may postpone the granting and exercising of Stock Options, theissuance or delivery of Common Stock under any Stock Option or any award of Restricted Stock, orany other action sanctioned under the Plan to permit the Company, with reasonable diligence, tocomplete such stock exchange listing or registration or qualification of such Common Stock or otherrequired action under any federal or state law, rule or regulation and may require any optionholder to make such representations and furnish such information as it may consider appropriate inconnection with the issuance or delivery of Common Stock in compliance with applicable laws, rules,and regulations. The Company shall not be obligated by virtue of any provision of the Plan torecognize the exercise of any Stock Option or to otherwise sell or issue Common Stock in violationof any such laws, rules, or regulations; and any postponement of the exercise or settlement of anyStock Option, issuance of Restricted Stock, Stock Appreciation Rights, Long Term Performance Awardsand Performance Shares under this provision shall not extend the term of such Stock Option ormodify the forfeiture provisions of such Restricted Stock, Stock Appreciation Rights, Long TermPerformance Awards or Performance Shares. The Company, the Committee and the other directors orofficers of the Company shall not have any obligation or liability to an option holder with respectto any Stock Option (or Common Stock issuable thereunder), Restricted Stock, Stock AppreciationRights, Long Term Performance Awards or Performance Shares that shall lapse or be forfeited becauseof such postponement. Likewise, the Committee may postpone the exercise of Stock Options, theissuance or delivery of Common Stock under any Stock Option, Restricted Stock, Stock AppreciationRights, Long Term Performance Awards and Performance Shares and any action sanctioned under thePlan to prevent the Company or any affiliate from being denied a federal income deduction withrespect to any Stock Option other than an Incentive Stock Option, the issuance of any RestrictedStock, Stock Appreciation Rights, Long Term Performance Awards and Performance Shares.**H. Governing Law.**The Plan and all award letters hereunder shall be construed in accordancewith and governed by the laws of the State of Delaware.**I. No Impact on Benefits.**Except as may otherwise be specifically stated under any employeebenefit plan, policy or program, no amount payable in connection with any Grant shall be treated ascompensation for purposes of calculating an option holder’s rights and benefits under such plan,policy or program.
 
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**J. No Constraint on Corporation Action.**Nothing in this Plan shall be construed to limit,impair or otherwise affect the Company’s right or power to make adjustments,reclassifications, reorganizations or changes of its capital or business structure, or to merge orconsolidate, or dissolve, liquidate, sell or transfer all or any part of its business or assets or,except as provided in Section 13, to limit the power or right of the Company or any affiliate totake any action which such entity deems to be necessary or appropriate.**K. Beneficiary Designation.**Each participant under the Plan may, from time to time, name anybeneficiary or beneficiaries (who may be named contingently or successively) to whom any benefitunder the Plan is to be paid or by whom any right under the Plan is to be exercised in the event ofthe participant’s death. Each designation will revoke all prior designations by the sameparticipant, must be in a form prescribed by the Committee, and will be effective only when filedby the participant in writing with the Committee during the option holder’s lifetime. In theabsence of any such designation, benefits remaining unpaid at a participant’s death shall be paidto or exercised by the participant’s surviving spouse, if any, or otherwise to or by his or herestate.**L. Code Section 409A Compliance****.** It is intended that this amended and restated Plan bedrafted and administered in compliance with Code section 409A including, but not limited to, anyfuture amendments to Code section 409A, and any other Internal Revenue Service or othergovernmental rulings or interpretations (“IRS Guidance”) issued pursuant to Section 409A so as notto subject the Participant to payment of interest or any additional tax under Code section 409A.In furtherance thereof, if payment or provision of any amount or benefit hereunder that is subjectto Code section 409A at the time specified herein would subject such amount or benefit to anyadditional tax under Code section 409A, the payment or provision of such amount or benefit shall bepostponed to the earliest commencement date on which the payment or provision of such amount orbenefit could be made without incurring such additional tax. In addition, to the extent that anyIRS Guidance issued under Code section 409A would result in the Participant being subject to thepayment of interest or any additional tax under Code section 409A, the parties agree, to the extentreasonably possible, to amend this Plan in order to avoid the imposition of any such interest oradditional tax under Code section 409A, which amendment shall have the minimum economic effectnecessary and be reasonably determined in good faith by the Company and the Participant.**As amended through October 27, 2009.**
 
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