{"id":38226,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1995-stock-incentive-plan-tenet-healthcare-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1995-stock-incentive-plan-tenet-healthcare-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1995-stock-incentive-plan-tenet-healthcare-corp.html","title":{"rendered":"1995 Stock Incentive Plan – Tenet Healthcare Corp."},"content":{"rendered":"
TENET HEALTHCARE CORPORATION
\nAMENDED AND RESTATED
1995 STOCK INCENTIVE PLAN<\/b><\/font><\/p>\n\n\n
1. Purpose Of The Plan.<\/b><\/font><\/p>\n\n\n
           Effective\nupon the approval of the Company\u0092s shareholders, this Amended and Restated\n1995 Stock Incentive Plan amends and restates, in its entirety, the 1995 Stock\nIncentive Plan approved by the shareholders of the Company on September 27,\n1995.<\/font><\/p>\n\n\n
           The\npurpose of the Amended and Restated 1995 Stock Incentive Plan of Tenet\nHealthcare Corporation is to promote the interests of the Company and its\nshareholders by strengthening the Company\u0092s ability to attract, motivate\nand retain employees, advisors and consultants of training, experience and\nability, and to provide a means to encourage stock ownership and a proprietary\ninterest in the Company to officers and valued employees of the Company and\nconsultants and advisors to the Company upon whose judgment, initiative, and\nefforts the financial success and growth of the business of the Company largely\ndepend.<\/font><\/p>\n\n\n
2. Definitions.<\/b><\/font><\/p>\n\n\n
           (a)\n\u0093Appreciation Right\u0094 means a right to receive an amount, representing the\ndifference between a price per share of Common Stock assigned on the date of grant and\nthe Fair Market Value of a share of Common Stock on the date of exercise of such grant,\npayable in cash.<\/font><\/p>\n\n\n
           (b)\n\u0093Board\u0094 means the Board of Directors of the Company.<\/font><\/p>\n\n\n
           (c)\n\u0093Business Unit\u0094 means any division, group, subsidiary or other unit\nwithin the Company which is designated by the Committee to constitute a Business\nUnit.<\/font><\/p>\n\n\n
           (d)\n\u0093Code\u0094 means the Internal Revenue Code of 1986, as amended.<\/font><\/p>\n\n\n
           (e)\n\u0093Committee\u0094 means the Compensation and Stock Option Committee of the\nBoard, unless the Board appoints another committee to administer the Plan.<\/font><\/p>\n\n\n
           (f)\n\u0093Common Stock\u0094 means the $0.075 par value Common Stock of the Company.<\/font><\/p>\n\n\n
           (g)\n\u0093Company\u0094 means Tenet Healthcare Corporation, a Nevada corporation.<\/font><\/p>\n
\n\n\n
 <\/font><\/p>\n
\n\n\n\n\n\n\n\n\n\n\n
           (h)\n\u0093Eligible Person\u0094 means an Employee, advisor or consultant of the Company or any\nof its present or future Business Units but shall not include a director who is not an\nEmployee of the Company.<\/font><\/p>\n\n\n
           (i)\n\u0093Employee\u0094 means any executive officer or any employee of the Company,\nor of any of its present or future Business Units.<\/font><\/p>\n\n\n
           (j)\n\u0093Exchange Act\u0094 means the Securities Exchange Act of 1934, as amended\nfrom time to time or any successor statute.<\/font><\/p>\n\n\n
           (k)\n\u0093Fair Market Value\u0094 means the closing price of a share of Common Stock on the\nNew York Stock Exchange on the date as of which fair market value is to be determined or\nthe actual sale price of the shares acquired upon exercise if the shares are sold in a\nsame day sale, or if no sales were made on such date, the closing price of such shares on\nthe New York Stock Exchange on the next preceding date on which there were such sales.<\/font><\/p>\n\n\n
           (l)\n\u0093Incentive Award\u0094 means an Option, Appreciation Right, Performance\nUnit, Restricted Unit, a Section 162(m) Award or cash bonus award granted under\nthe Plan.<\/font><\/p>\n\n\n
           (m)\n\u0093Incentive Stock Option\u0094 means an Option intended to qualify under\nSection 422 of the Code and the Treasury Regulations thereunder.<\/font><\/p>\n\n\n
           (n)\n\u0093Option\u0094 means an Incentive Stock Option or a nonqualified stock option.<\/font><\/p>\n\n\n
           (o)\n\u0093Participant\u0094 means any Eligible Person selected to receive an\nIncentive Award pursuant to Section 5.<\/font><\/p>\n\n\n
           (p)\n\u0093Plan\u0094 means the Amended and Restated 1995 Stock Incentive Plan as set\nforth herein, as it may be amended from time to time.<\/font><\/p>\n\n\n
           (q)\n\u0093Performance Criteria\u0094 means one or more of the following criteria\nselected by, and as further defined by, the Committee to measure achievement of\nPerformance Goals:<\/font><\/p>\n\n\n<\/pre>\n\n\n
 <\/td>\n           (i)
\nIncome, either before or after income taxes, including or excluding interest,
\ndepreciation and amortization, extraordinary items and other material non-recurring gains
\nor losses, discontinued operations, the cumulative effect of changes in accounting
\npolicies and the effects of any tax law changes;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
2<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\nReturn on average equity, which shall be income calculated in accordance with paragraph
\n(i) above, divided by the average of stockholders\u0092equity as of the beginning and as
\nof the end of the applicable period;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iii)
\nPrimary or fully diluted earnings per share of Common Stock, which shall be income
\ncalculated in accordance with paragraph (i) above, divided by the weighted average number
\nof shares and share equivalents of Common Stock;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iv)
\nNet cash provided by operating activities based upon income calculated in accordance with
\nparagraph (i) above; or<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (v)
\nQuality of service and\/or patient care, measured by the extent to which pre-set quality
\nobjectives are achieved by the Company or a Business Unit.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           (r)
\n\u0093Performance Goals\u0094 are the performance objectives with respect to Performance
\nCriteria established by the Committee for the Company or a Business Unit for the purpose
\nof determining whether, and the extent to which, a Section 162(m) Award will be awarded
\nor paid.<\/font><\/p>\n
           (s)
\n\u0093Performance Unit\u0094 means a grant made under Section 8 entitling a
\nParticipant to a payment of cash at the end of a performance period if certain
\nconditions as may be established by the Committee are met.<\/font><\/p>\n
           (t)
\n\u0093Restricted Unit\u0094 means a grant made under Section 9 entitling a
\nParticipant to a payment of cash at the end of a vesting period established by
\nthe Committee equivalent in value to the Fair Market Value of a share of Common
\nStock with such limits as to maximum value, if any, as may be established by the
\nCommittee.<\/font><\/p>\n
           (u)
\n\u0093Section 162(m)\u0094 means Section 162(m) of the Code and regulations and
\ngovernmental interpretations thereunder.<\/font><\/p>\n
           (v)
\n\u0093Section 162(m) Award\u0094 means a Performance Unit or a Restricted Unit
\nmeeting the requirements of Section 10.<\/font><\/p>\n
3. Shares Of Common Stock Subject To The Plan.<\/b><\/font><\/p>\n
           (a)
\nSubject to the provisions of Section 3(c) and Section 12, the aggregate number
\nof shares of Common Stock that may be issued, transferred or exercised pursuant
\nto Incentive Awards under the Plan is 30,000,000 shares of Common Stock.<\/font><\/p>\n
<\/p>\n
3<\/font><\/p>\n
\n
           (b)
\nThe shares of Common Stock to be delivered under the Plan will be made
\navailable, at the discretion of the Board or the Committee, either from
\nauthorized but unissued shares of Common Stock or from previously issued shares
\nof Common Stock reacquired by the Company, including shares purchased on the
\nopen market.<\/font><\/p>\n
           (c)
\nIf any share of Common Stock that is the subject of an Incentive Award is not
\nissued or transferred and ceases to be issuable or transferable for any reason,
\nsuch share of Common Stock will no longer be charged against the limitations
\nprovided for in Section 3(a) and may again be made subject to Incentive Awards.
\nShares as to which an Option has been surrendered in connection with the
\nexercise of a related Appreciation Right, however, will not again be available
\nfor the grant of any further Incentive Awards. Incentive Awards to the extent
\nthey are paid out in cash and not in Common Stock shall not be applied against
\nthe limitations provided for in Section 3(a).<\/font><\/p>\n
4. Administration Of The Plan.<\/b><\/font><\/p>\n
           (a)
\nThe Plan will be administered by the Committee, which will consist of two or
\nmore persons (i) who satisfy the requirements of a \u0093Non-Employee
\nDirector\u0094 for purposes of Rule 16b-3 under the Exchange Act, and (ii) who
\nsatisfy the requirements of an \u0093outside director\u0094 for purposes of
\nSection 162(m).<\/font><\/p>\n
           (b)
\nThe Committee has and may exercise such powers and authority of the Board as may
\nbe necessary or appropriate for the Committee to carry out its functions as
\ndescribed in the Plan. The Committee has authority in its discretion to
\ndetermine the Eligible Persons to whom, and the time or times at which,
\nIncentive Awards may be granted and the number of shares, units, or Appreciation
\nRights subject to each Incentive Award. The Committee also has authority to
\ninterpret the Plan, to make determinations as to whether a grantee is
\npermanently and totally disabled, and to determine the terms and provisions of
\nthe respective Incentive Award agreements and to make all other determinations
\nnecessary or advisable for Plan administration. The Committee has authority to
\nprescribe and rescind rules and regulations relating to the Plan.
\nAll interpretations, determinations, and actions by the Committee will be final,
\nconclusive, and binding upon all parties.<\/font><\/p>\n
           (c)
\nNo member of the Board nor the Committee will be liable for any action or
\ndetermination made in good faith by the Board or the Committee with respect to
\nthe Plan or any Incentive Award under it.<\/font><\/p>\n
<\/p>\n
4<\/font><\/p>\n
\n
5. Eligibility.<\/b><\/font><\/p>\n
           (a)
\nAll Employees who have been determined by the Committee to be key Employees and
\nall consultants and advisors to the Company, or to any Business Unit, present or
\nfuture, that have been determined by the Committee to be key consultants or
\nadvisors are eligible to receive Incentive Awards under the Plan; however, only
\nEmployees who have been determined by the Committee to be key Employees of the
\nCompany or any subsidiary corporation (within the meaning of Section 424(f) of
\nthe Code) shall be eligible to receive Incentive Stock Options under the Plan.
\nThe Committee has authority, in its sole discretion, to determine and designate
\nfrom time to time those Eligible Persons who are to be granted Incentive Awards,
\nand the type and amount of Incentive Award to be granted. Each Incentive Award
\nwill be evidenced by a written instrument and may include any other terms and
\nconditions consistent with the Plan, as the Committee may determine.<\/font><\/p>\n
           (b)
\nNo person will be eligible for the grant of any Incentive Stock Option who owns
\nor would own immediately after the grant of such Option, directly or indirectly,
\nstock possessing more than ten percent of the total combined voting power of all
\nclasses of stock of the Company or of any subsidiary corporation (within the
\nmeaning of Section 424(f) of the Code). This does not apply if, at the time such
\nIncentive Stock Option is granted, the Incentive Stock Option price is at least
\n110% of the Fair Market Value of the Common Stock on the date of the grant. In
\nthis event, the Incentive Stock Option by its terms is not exercisable after the
\nexpiration of five years from the date of grant.<\/font><\/p>\n
6. Terms And Conditions Of Stock Options.<\/b><\/font><\/p>\n
           (a)
\nThe exercise price per share for each Option will be at least equal to the Fair
\nMarket Value of the Common Stock on the date of grant.<\/font><\/p>\n
           (b)
\nOptions shall vest no earlier than ratably over three years and will not be
\nexercisable for at least one year after being granted. Options may be exercised
\nas determined by the Committee, but in no event may an Option be exercisable
\nafter 10 years from the date of grant.<\/font><\/p>\n
           (c)
\nUpon the exercise of an Option, the exercise price will be payable in full in cash or, in
\nthe discretion of the Committee, by the assignment and delivery to the Company of shares
\nof Common Stock owned by the optionee; or in the discretion of the Committee, by a
\npromissory note secured by shares of Common Stock bearing interest at a rate determined
\nby the Committee; or by a combination of any of the above. The exercise price may, in the
\ndiscretion of the Committee, also be paid by delivering a properly executed exercise
\nnotice for such Option along with irrevocable instructions to a broker to deliver
\npromptly to the Company the amount of sale or loan proceeds necessary to fully pay the
\npurchase price and such other documents as the Committee may determine. Any shares
\nassigned and delivered to the Company in payment or partial payment of the exercise price
\nwill be valued at the Fair Market Value on the exercise date.<\/font><\/p>\n
<\/p>\n
5<\/font><\/p>\n
\n
           (d)
\nWith respect to Incentive Stock Options granted under the Plan, the aggregate
\nFair Market Value (determined as of the date the Incentive Stock Option is
\ngranted) of the number of shares with respect to which Incentive Stock Options
\nare exercisable for the first time by an Employee during any calendar year
\n(under the Plan or any other plan of the Company or a subsidiary corporation
\n(within the meaning of Section 424(f) of the Code)) shall not exceed one hundred
\nthousand dollars ($100,000) or such other limit as may be set forth in the Code.<\/font><\/p>\n
           (e)
\nNo fractional shares will be issued pursuant to the exercise of an Option nor
\nwill any cash payment be made in lieu of fractional shares.<\/font><\/p>\n
           (f)
\nWith respect to the exercise of an Option under the Plan, the Participant may, in the
\ndiscretion of the Committee, receive a replacement Option under the Plan to purchase a
\nnumber of shares of Common Stock equal to the number of shares of Common Stock, if any,
\nwhich the Participant delivered on exercise of the Option, with a purchase price equal to
\nthe Fair Market Value on the exercise date and with a term extending to the expiration
\ndate of the original Option.<\/font><\/p>\n
           (g)
\nAt the time a Participant exercises an Option (other than, in the case of a
\nparticipant who is a \u0093covered employee\u0094 for purposes of Section 162(m)
\nat the time of exercise, an Option that meets the requirements of Section
\n162(m)), the Committee may grant a cash bonus award in such amount as the
\nCommittee may determine. The Committee may make such a determination at the time
\nof grant or exercise. The cash bonus award may be subject to any condition
\nimposed by the Committee, including a reservation of the right to revoke a cash
\nbonus award at any time before it is paid.<\/font><\/p>\n
           (h)
\nAll Incentive Stock Options shall be granted within 10 years from the date this Plan is
\nadopted or is approved by the shareholders, whichever is earlier.<\/font><\/p>\n
           (i)
\nIncentive Stock Options by their terms shall not be transferable by the
\nEmployee, other than by will or by laws of descent and distribution and shall be
\nexercisable only by an Employee during his or her lifetime.<\/font><\/p>\n
<\/p>\n
6<\/font><\/p>\n
\n
7. Terms And Conditions Of Appreciation Rights.<\/b><\/font><\/p>\n
           (a)
\nAn Appreciation Right may be granted in connection with an Option, either at the time of
\ngrant or at any time thereafter during the term of the Option.<\/font><\/p>\n
           (b)
\nAn Appreciation Right granted in connection with an Option will entitle the
\nholder, upon exercise, to surrender such Option or any portion thereof to the
\nextent unexercised, with respect to the number of shares as to which such
\nAppreciation Right is exercised, and to receive payment of an amount computed
\npursuant to Section 7(d). Such Option will, to the extent and when surrendered,
\ncease to be exercisable.<\/font><\/p>\n
           (c)
\nSubject to Section 7(i), an Appreciation Right granted in connection with an
\nOption hereunder will be exercisable at such time or times, and only to the
\nextent, that a related Option is exercisable, will expire no later than the
\nrelated Option expires and will not be transferable except to the extent that
\nsuch related Option may be transferable.<\/font><\/p>\n
           (d)
\nUpon the exercise of an Appreciation Right granted in connection with an Option,
\nthe holder will be entitled to receive payment of an amount determined by
\nmultiplying:<\/font><\/p>\n\n\n
 <\/td>\n           (i)
\nThe difference obtained by subtracting the purchase price of a share of Common Stock
\nspecified in the related Option from the Fair Market Value of a share of Common Stock on
\nthe date of exercise of such Appreciation Right, by<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\nThe number of shares as to which such Appreciation Right will have been exercised.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           (e)
\nAn Appreciation Right may be granted without relationship to an Option and, in
\nsuch case, will be exercisable as determined by the Committee, but in no event
\nafter 15 years from the date of grant.<\/font><\/p>\n
           (f)
\nAn Appreciation Right granted without relationship to an Option will entitle the
\nholder, upon exercise of the Appreciation Right, to receive payment of an amount
\ndetermined by multiplying:<\/font><\/p>\n\n\n
 <\/td>\n           (i)
\nThe difference obtained by subtracting the amount assigned to the Appreciation Right by
\nthe Committee on the date of grant (which shall not be less than the amount allowed by
\napplicable law) from the Fair Market Value of a share of Common Stock on the date of
\nexercise of such Appreciation Right, by<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
7<\/font><\/p>\n
\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\nThe number of shares as to which such Appreciation Right will have been exercised.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           (g)
\nAt the time of grant of an Appreciation Right, the Committee may determine the
\nmaximum amount payable with respect to such Appreciation Right; however, such
\nmaximum amount shall in no event be greater than the applicable amount
\ndetermined in accordance with Section 7(d) or 7(f).<\/font><\/p>\n
           (h)
\nPayment of the amount determined under Section 7(d) or (f) shall be made in cash.<\/font><\/p>\n
           (i)
\nAn Appreciation Right granted in connection with an Incentive Stock Option may be
\nexercised only when the market price of the Common Stock subject to the Incentive Stock
\nOption exceeds the purchase price of a share of Common Stock related to the Incentive
\nStock Option.<\/font><\/p>\n
8. Terms And Conditions Of Performance Units.<\/b><\/font><\/p>\n
           Performance
\nUnits, measured in whole or in part by the value of shares of Common Stock, the
\nperformance of the Participant, the performance of the Company or any Business Unit or
\nany combination thereof, may be granted under the Plan. Such incentives shall be payable
\nin cash and shall be subject to such restrictions and conditions, as the Committee shall
\ndetermine. At the time of a Performance Unit grant, the Committee shall determine, in its
\nsole discretion, one or more performance periods and performance goals to be achieved
\nduring the applicable performance periods as well as a target payment value for the
\nPerformance Unit or a range of payment values. No performance period shall exceed 10
\nyears from the date of the grant. The performance goals applicable to a Performance Unit
\ngrant may be subject to such later revisions as the Committee shall deem appropriate to
\nreflect significant unforeseen events such as changes in laws, regulations or accounting
\npractices, or unusual or nonrecurring items or occurrences. At the end of the performance
\nperiod, the Committee shall determine the extent to which performance goals have been
\nattained or a degree of achievement between maximum and minimum levels in order to
\nestablish the level of payment to be made, if any.<\/font><\/p>\n
           The
\nCommittee may provide that during a performance period a Participant shall be
\npaid a cash amount per Performance Unit in the same amount and at the same time
\nas a dividend on a share of Common Stock.<\/font><\/p>\n
<\/p>\n
8<\/font><\/p>\n
\n
9. Terms And Conditions Of Restricted Units.<\/b><\/font><\/p>\n
           Restricted
\nUnits may be granted under the Plan based on past, current and potential
\nperformance. Such Units shall be subject to such restrictions and conditions as
\nthe Committee shall determine. At the time of a Restricted Unit grant, the
\nCommittee shall determine, in its sole discretion, the vesting period of the
\nUnits and the maximum value of the Units. No vesting period shall exceed 10
\nyears from the date of the grant. A Restricted Unit grant may be made subject to
\nsuch later revisions as the Committee shall deem appropriate to reflect
\nsignificant unforeseen events such as changes in laws, regulations or accounting
\npractices, or unusual or nonrecurring items or occurrences. At the end of the
\nvesting period applicable to Restricted Units granted to a Participant, a cash
\namount equivalent in value to the Fair Market Value of one share of Common Stock
\non the last day of the vesting period, subject to any maximum value determined
\nby the Committee at the time of grant, shall be paid with respect to each such
\nRestricted Unit to the Participant.<\/font><\/p>\n
           During
\nthe vesting period for Restricted Units, the Committee may provide that a
\nParticipant shall be paid with respect to each Restricted Unit, cash amounts in
\nthe same amount and at the same time as a dividend on a share of Common Stock.<\/font><\/p>\n
10. Section 162(M) Awards.<\/b><\/font><\/p>\n
           Without
\nlimiting the generality of the foregoing, any of the Performance Units or
\nRestricted Units referred to in Sections 8 and 9, respectively, may be granted
\nas awards that satisfy the additional requirements of this Section 10 so as to
\nqualify for exemption as \u0093performance-based compensation\u0094 within the
\nmeaning of Section 162(m). Any such award shall be designated as a Section
\n162(m) Award at the time of grant.<\/font><\/p>\n
           (a) Eligible Class<\/i>.
\nThe eligible class of persons for Section 162(m) Awards shall be all Eligible Persons.<\/font><\/p>\n
           (b)
\nPerformance Goals<\/i>. A Participant\u0092s right to receive any payment with
\nrespect to an Incentive Award designated as a Section 162(m) Award shall be
\ndetermined by the degree of achievement of a Performance Goal or Goals. The
\nspecific Performance Goals with respect to a Section 162(m) Award must be
\nestablished by the Committee in advance of the deadlines applicable under
\nSection 162(m) and while the performance relating to the Performance Goals
\nremains substantially uncertain. Notwithstanding anything elsewhere in the Plan
\nto the contrary (other than Section 12(d)), as and to the extent required by
\nSection 162(m), the Performance Goal must state, in terms of an objective
\nformula or standard, the method of computing the amount of compensation payable
\nto the Participant if the Performance Goal is attained, and must preclude
\ndiscretion to increase the amount of compensation payable that otherwise would
\nbe due upon attainment of the Performance Goal.<\/font><\/p>\n
<\/p>\n
9<\/font><\/p>\n
\n
           (c)
\nCommittee Certification<\/i>. Before any Section 162(m) Award is paid to a
\nParticipant, the Committee must certify in writing (by resolution or otherwise)
\nthat the applicable Performance Goals and any other material terms of the
\nSection 162(m) Award were satisfied; provided, however, that a Section 162(m)
\nAward may be paid without regard to the satisfaction of the applicable
\nPerformance Goal (and the requirements of Section 162(m)) in the event of a
\nChange in Control as provided in Section 12(d).<\/font><\/p>\n
           (d)
\nTerms And Conditions Of Awards; Committee Discretion To Reduce Awards<\/i>.
\nThe Committee shall have discretion to determine the conditions, restrictions or
\nother limitations, in accordance with the terms of this Plan and Section 162(m),
\non the payment of individual Section 162(m) Awards. To the extent set forth in a
\nSection 162(m) Award agreement, the Committee may reserve the right to reduce
\nthe amount payable in accordance with any standards or on any other basis
\n(including the Committee\u0092s discretion), as the Committee may impose.<\/font><\/p>\n
           (e)
\nAdjustments For Material Changes<\/i>. As and to the extent permitted by
\nSection 162(m), in the event of (i) a change in corporate capitalization, a
\ncorporate transaction or a complete or partial corporate liquidation, or (ii)
\nany extraordinary gain or loss or other event that is treated for accounting
\npurposes as an extraordinary item under generally accepted accounting
\nprinciples, or (iii) any material change in accounting policies or practices
\naffecting the Company and\/or the Performance Goals, then, to the extent any of
\nthe foregoing events was not anticipated at the time the Performance Goals were
\nestablished, the Committee may make adjustments to the Performance Goals, based
\nsolely on objective criteria, so as to neutralize the effect of the event on the
\napplicable Section 162(m) Award.<\/font><\/p>\n
           (f) Interpretation<\/i>.
\nIt is the intent of the Company that the Section 162(m) Awards satisfy,
\nand be interpreted in a manner that satisfy, the applicable requirements of Section
\n162(m), including the requirements for performance-based compensation under Section
\n162(m)(4)(C), so that the Company\u0092s tax deduction for remuneration in respect of
\nsuch an award for services performed by employees of the Company who are subject to
\nSection 162(m) is not disallowed in whole or in part by the operation of such Code
\nsection. If any provision of this Plan otherwise would frustrate or conflict with the
\nintent expressed in this Section 10, that provision, to the extent possible, shall be
\ninterpreted and deemed amended so as to avoid such conflict. To the extent of any
\nremaining irreconcilable conflict with such intent, such provision shall be deemed void
\nas applicable to such employees with respect to whom such conflict exists. Nothing herein
\nshall be interpreted so as to preclude any Eligible Person from receiving an award that
\nis not a Section 162(m) Award.<\/font><\/p>\n
<\/p>\n
10<\/font><\/p>\n
\n
11. Limits On Awards.<\/b><\/font><\/p>\n
           The
\nmaximum number of shares of Common Stock or stock units underlying (i) Options
\nand Appreciation Rights and\/or (ii) Performance Units and Restricted Units, that
\nmay be granted to any Eligible Person during any period of five consecutive
\nfiscal years of the Company, beginning with fiscal year 1996, shall not exceed
\nan average number of 500,000 shares per year, either individually or in the
\naggregate with respect to all such types of awards, with such number of shares
\nsubject to adjustment on the same basis as provided in Section 12. To the extent
\nrequired by Section 162(m), awards subject to the foregoing limit that are
\ncancelled shall not again be available for grant under this limit. The maximum
\ndollar amount of compensation in respect of Performance Units and Restricted
\nUnits that may be paid to any Eligible Person during any fiscal year of the
\nCompany shall not exceed $1,500,000.<\/font><\/p>\n
12. Adjustment Provisions.<\/b><\/font><\/p>\n
           (a)
\nSubject to Section 12(b), if the outstanding shares of Common Stock of the
\nCompany are increased, decreased, or exchanged for a different number or kind of
\nshares or other securities, or if additional shares or new or different shares
\nor other securities are distributed with respect to such shares of Common Stock
\nor other securities, through merger, consolidation, spin off, sale of all or
\nsubstantially all the property of the Company, reorganization, recapitalization,
\nreclassification, stock dividend, stock split, reverse stock split or other
\ndistribution with respect to such shares of Common Stock, or other securities,
\nan appropriate and proportionate adjustment may be made in (i) the maximum
\nnumber and kind of shares provided in Section 3, (ii) the number and kind of
\nshares, units, or other securities subject to the then-outstanding Incentive
\nAwards, and (iii) the price for each share or other unit of any other securities
\nsubject to then-outstanding Incentive Awards without change in the aggregate
\npurchase price or value as to which such Incentive Awards remain exercisable or
\nsubject to restrictions.<\/font><\/p>\n
           (b)
\nDespite the provisions of Section 12(a), upon dissolution or liquidation of the Company
\nor upon a reorganization, merger, or consolidation of the Company with one or more
\ncorporations as a result of which the Company is not the surviving corporation or
\nsurvives as a subsidiary of another corporation, or upon the sale of all or substantially
\nall the property of the Company, all Incentive Awards then outstanding under the Plan
\nwill be fully vested and exercisable and all restrictions will immediately cease, unless
\nprovisions are made in connection with such transaction for the continuance of the Plan
\nand the assumption or the substitution for such Incentive Awards of new incentive awards
\ncovering the stock of a successor employer corporation, or a parent or subsidiary
\nthereof, with appropriate adjustments as to the number and kind of shares and prices.<\/font><\/p>\n
<\/p>\n
11<\/font><\/p>\n
\n
           (c)
\nAdjustments under Section 12(a) and 12(b) will be made by the Committee, whose
\ndetermination as to what adjustments will be made and the extent thereof will be
\nfinal, binding and conclusive. No fractional interest will be issued under the
\nPlan on account of any such adjustments.<\/font><\/p>\n
           (d)
\nNotwithstanding any provision herein to the contrary, in the event a Change of
\nControl occurs or in the event that any Person makes a filing under Sections
\n13(d) or 14(d) of the Exchange Act with respect to the Company, the Committee
\nmay, in its sole discretion, without obtaining shareholder approval, take any
\none or more of the following actions with respect to all Eligible Persons and
\nParticipants:<\/font><\/p>\n\n\n
 <\/td>\n           (i)
\nAccelerate the vesting dates of any outstanding Appreciation Rights, Restricted Units or
\nOptions, accelerate the performance period of outstanding Performance Units, or make
\noutstanding Performance Units fully payable;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\nDetermine that all or any portion of conditions associated with any Incentive Award have
\nbeen met;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iii)
\nGrant a cash bonus award to any of the holders of outstanding Options (other than, in the
\ncase of a Participant who is a covered employee, an Option that meets the requirements of
\nSection 162(m));<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iv)
\nGrant Appreciation Rights to holders of outstanding Options;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (v)
\nPay cash to any or all Option holders in exchange for the cancellation of their
\noutstanding Options;<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (vi)
\nMake any other adjustments or amendments to the Plan and outstanding Incentive Awards and
\nsubstitute new Incentive Awards.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           For
\npurposes of this Section 12(d), the following definitions shall apply:<\/font><\/p>\n
           (A) A
\n\u0093Change in Control\u0094 of the Company shall have occurred when a Person,
\nalone or together with its Affiliates and Associates, becomes the beneficial
\nowner of 20% or more of the general voting power of the Company.<\/font><\/p>\n
           (B)
\n\u0093Affiliate\u0094 and \u0093Associate\u0094 shall have the respective
\nmeanings ascribed to such terms in Rule 12b-2 of the General Rules and
\nRegulations under the Exchange Act.<\/font><\/p>\n
<\/p>\n
12<\/font><\/p>\n
\n
           (C)
\n\u0093Person\u0094 shall mean an individual, firm, corporation or other entity
\nor any successor to such entity, but \u0093Person\u0094 shall not include the
\nCompany, any subsidiary of the Company, any employee benefit plan or employee
\nstock plan of the Company, or any Person organized, appointed, established or
\nholding Voting Stock by, for or pursuant to the terms of such a plan or any
\nPerson who acquires 20% or more of the general voting power of the Company in a
\ntransaction or series of transactions approved prior to such transaction or
\nseries of transactions by the Board.<\/font><\/p>\n
           (D)
\n\u0093Voting Stock\u0094 shall mean shares of the Company\u0092s capital stock
\nhaving general voting power, with \u0093voting power\u0094 meaning the power
\nunder ordinary circumstances (and not merely upon the happening of a
\ncontingency) to vote in the election of directors.<\/font><\/p>\n
13. General Provisions.<\/b><\/font><\/p>\n
           (a)
\nNothing in the Plan or in any instrument executed pursuant to the Plan will
\nconfer upon any Participant who is an Employee any right to continue in the
\nemploy of the Company or any of its subsidiaries or affect the right of the
\nCompany to terminate the employment of such Participant or terminate the
\nconsulting or advisory services of any Participant at any time with or without
\ncause.<\/font><\/p>\n
           (b)
\nNo shares of Common Stock will be issued or transferred pursuant to an Incentive
\nAward unless and until all then-applicable requirements imposed by federal and
\nstate securities and other laws, rules and regulations and by any regulatory
\nagencies having jurisdiction, and by any stock exchanges upon which the Common
\nStock may be listed, have been fully met. As a condition precedent to the
\nissuance of shares pursuant to the grant or exercise of an Incentive Award, the
\nCompany may require the Participant to take any reasonable action to meet such
\nrequirements.<\/font><\/p>\n
           (c)
\nNo Participant and no beneficiary or other person claiming under or through such
\nParticipant will have any right, title or interest in or to any shares of Common Stock
\nallocated or reserved under the Plan or subject to any Incentive Award except as to such
\nshares of Common Stock, if any, that have been issued or transferred to such Participant.<\/font><\/p>\n
           (d)
\nThe Company shall have the right to deduct from any settlement, including the
\ndelivery or vesting of Incentive Awards, made under the Plan any federal, state
\nor local taxes of any kind required by law to be withheld with respect to such
\npayments or take such other action as may be necessary in the opinion of the
\nCompany to satisfy all obligations for the payment of such taxes. With respect
\nto any nonqualified stock Option, the Committee may, in its discretion, permit
\nthe Participant to satisfy, in whole or in part, any tax withholding obligation
\nwhich may arise in connection with the exercise of the nonqualified stock Option
\nby electing to have the Company withhold shares of Common Stock having a Fair
\nMarket Value equal to the amount of the tax withholding.<\/font><\/p>\n
<\/p>\n
13<\/font><\/p>\n
\n
           (e)
\nNo Incentive Award and no right under the Plan, contingent or otherwise, will be
\ntransferable, assignable or subject to any encumbrances, pledge or charge of any
\nnature except that, under such rules and regulations as the Company may
\nestablish pursuant to the terms of the Plan, a beneficiary may be designated
\nwith respect to an Incentive Award in the event of death of a Participant. If
\nsuch beneficiary is the executor or administrator of the estate of the
\nParticipant, any rights with respect to such Incentive Award may be transferred
\nto the person or persons or entity (including a trust) entitled thereto.<\/font><\/p>\n
           (f)
\nThe Company may make a loan to a Participant in connection with the exercise of
\nan Option in an amount not to exceed the aggregate exercise price of the Option
\nbeing exercised and the amount of any federal and state taxes payable in
\nconnection with such exercise for the purpose of assisting such optionee to
\nexercise such Option. Any such loan may be secured by shares of Common Stock or
\nother collateral deemed adequate by the Committee and will comply in all
\nrespects with all applicable laws and regulations. The Committee may adopt
\npolicies regarding eligibility for such loans, the maximum amounts thereof and
\nany terms and conditions not specified in the Plan upon which such loans will be
\nmade. Such loans will bear interest at a rate determined by the Committee.<\/font><\/p>\n
           (g)
\nThe forms of Options and Appreciation Rights granted under the Plan may contain
\nsuch other provisions as the Committee may deem advisable.<\/font><\/p>\n
14. Amendment And Termination.<\/b><\/font><\/p>\n
           (a)
\nThe Board will have the power, in its discretion, to amend, suspend or terminate
\nthe Plan at any time. The Board may amend the Plan to address administrative
\nmatters but may not, however, amend the Plan in any material respect, including
\nwithout limitation, to increase the number of shares of Common Stock that may be
\nissued, transferred or exercised pursuant to Incentive Awards under the Plan or
\nchange the types or terms of Incentive Awards that may be made under the Plan,
\nwithout the approval of the shareholders of the Company.<\/font><\/p>\n
           (b)
\nThe Committee may, with the consent of a Participant, make such modifications in
\nthe terms and conditions of an Incentive Award agreement as it deems advisable.<\/font><\/p>\n
<\/p>\n
14<\/font><\/p>\n
\n
           (c)
\nNo amendment, suspension or termination of the Plan will, without the consent of
\nthe Participant, alter, terminate, impair or adversely affect any right or
\nobligation under any Incentive Award previously granted under the Plan.<\/font><\/p>\n
           (d)
\nAn Appreciation Right or an Option held by a person who was an Employee at the
\ntime such Appreciation Right or Option was granted will expire immediately if
\nand when the Participant ceases to be an Employee, except as follows:<\/font><\/p>\n\n\n
 <\/td>\n           (i)
\nIf the employment of an Employee is terminated by the Company other than for cause, for
\nwhich the Company will be the sole judge, then the Appreciation Rights and Options will
\nexpire three months thereafter unless by their terms they expire sooner. During said
\nperiod, the Appreciation Rights and Options may be exercised in accordance with their
\nterms, but only to the extent exercisable on the date of termination of employment.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\nIf the Employee retires at normal retirement age or retires with the consent of the
\nCompany at an earlier date or becomes permanently and totally disabled, as determined by
\nthe Committee, while employed by the Company, the Appreciation Rights and Options of the
\nEmployee will be exercisable and expire in accordance with their terms.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iii)
\nIf an Employee dies while employed by the Company, the Appreciation Rights and Options of
\nthe Employee will become fully exercisable as of the date of death and will expire three
\nyears after the date of death unless by their terms they expire sooner. If the Employee
\ndies or becomes permanently and totally disabled as determined by the Committee within
\nthe three months referred to in subparagraph (i) above, the Appreciation Rights and
\nOptions will become fully exercisable as of the date of death or such permanent
\ndisability and will expire, in the case of death, one year after the date of such death.
\nIn the case of permanent and total disability such Options and Appreciation Rights will
\nexpire in accordance with their terms. If the Employee dies or becomes permanently and
\ntotally disabled as determined by the Committee subsequent to the time the Employee
\nretires at normal retirement age or retires with the consent of the Company at an earlier
\ndate, the Appreciation Rights and Options will fully vest as of the date of death or
\npermanent and total disability and will expire, in the case of death, one year after the
\ndate of death. In the case of permanent and total disability, such Appreciation Rights
\nand Options will expire in accordance with their terms.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
15<\/font><\/p>\n
\n
           (e)
\nIn the event a holder of Performance Units or Restricted Units (including any such award
\ndesignated as a Section 162(m) Award) ceases to be an Employee, all such Performance
\nUnits or Restricted Units subject to restrictions at the time his or her employment
\nterminates will be returned to the Company unless the Committee determines otherwise
\nexcept as follows:<\/font><\/p>\n\n\n
 <\/td>\n           (i)
\nIn the event the holder of Restricted Units ceases to be an Employee due to death all
\nsuch Restricted Units subject to restrictions at the time his or her employment
\nterminates will no longer be subject to said restrictions.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (ii)
\nIf an Employee retires at normal retirement age or retires with the consent of the
\nCompany at an earlier date or becomes permanently and totally disabled as determined by
\nthe Committee, all such Performance Units and Restricted Units will continue to vest over
\nthe applicable vesting or performance period provided that during these periods such
\nEmployee does not engage in or assist any business that the Company, in its sole
\ndiscretion, determines to be in competition with businesses engaged in by the Company.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n\n\n
 <\/td>\n           (iii)
\nIn the event a holder of Performance Units ceases to be an Employee prior to the end of a
\nperformance period applicable thereto, the  Committee in its sole discretion shall
\ndetermine whether to make any payment to the Participant in respect of such Performance
\nUnit and the timing of such payment, if any.<\/font><\/td>\n<\/tr>\n<\/table>\n
<\/p>\n
           (f)
\nThe Committee may in its sole discretion determine, (i) with respect to an
\nIncentive Award, that any Participant who is on leave of absence for any reason
\nwill be considered as still in the employ of the Company, provided that rights
\nto such Incentive Award during a leave of absence will be limited to the extent
\nto which such right was earned or vested at the commencement of such leave of
\nabsence, or (ii) with respect to any Appreciation Rights and Options of any
\nEmployee who is retiring at normal retirement age or with the consent of the
\nCompany at an earlier age, or of an Employee who becomes permanently and totally
\ndisabled as determined by the Committee that the Appreciation Rights and\/or
\nOptions of such Employee will accelerate and become fully exercisable on a date
\nspecified by the Committee which is not later than the effective date of such
\nEmployee\u0092s retirement or on a date specified by the Committee which is not
\nlater than the date that the Employee becomes permanently and totally disabled
\nas determined by the Committee.<\/font><\/p>\n
<\/p>\n
16<\/font><\/p>\n
\n
15. Effective Date Of Plan And Duration Of Plan.<\/b><\/font><\/p>\n
           This
\nPlan, as amended hereby, will become effective upon adoption by the Board
\nsubject to approval by the holders of a majority of the shares which are
\nrepresented in person or by proxy and entitled to vote on the subject at the
\nSpecial Meeting of Shareholders of the Company held on January 28, 1997. Unless
\npreviously terminated, the Plan will terminate on January 28, 2007 except with
\nrespect to Incentive Awards then outstanding.<\/font><\/p>\n
<\/p>\n
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