{"id":38273,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1997-incentive-compensation-plan-sportsline-com-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1997-incentive-compensation-plan-sportsline-com-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1997-incentive-compensation-plan-sportsline-com-inc.html","title":{"rendered":"1997 Incentive Compensation Plan &#8211; SportsLine.com Inc."},"content":{"rendered":"<pre>\n                              SPORTSLINE.COM, INC.\n\n\n                        1997 INCENTIVE COMPENSATION PLAN\n\n                             (AS AMENDED MARCH 2000)\n\n\n\n\n<font size=\"2\">\n\n                              SPORTSLINE.COM, INC.\n\n                        1997 INCENTIVE COMPENSATION PLAN\n\n                                                                                                              \n1.       Purpose..................................................................................................1\n2.       Definitions..............................................................................................1\n3.       Administration...........................................................................................4\n         (a)      Authority of the Committee......................................................................4\n         (b)      Manner of Exercise of Committee Authority.......................................................5\n         (c)      Limitation of Liability.........................................................................5\n4.       Stock Subject to Plan....................................................................................5\n         (a)      Limitation on Overall Number of Shares Subject to Awards........................................5\n         (b)      Application of Limitations......................................................................6\n5.       Eligibility; Per-Person Award Limitations................................................................6\n6.       Specific Terms of Awards.................................................................................6\n         (a)      General.........................................................................................6\n         (b)      Options.........................................................................................6\n         (c)      Stock Appreciation Rights.......................................................................8\n         (d)      Restricted Stock................................................................................9\n         (e)      Deferred Stock.................................................................................10\n         (f)      Bonus Stock and Awards in Lieu of Obligations..................................................11\n         (g)      Dividend Equivalents...........................................................................11\n         (h)      Other Stock-Based Awards.......................................................................11\n7.       Certain Provisions Applicable to Awards.................................................................11\n         (a)      Stand-Alone, Additional, Tandem, and Substitute Awards.........................................11\n         (b)      Term of Awards.................................................................................12\n         (c)      Form and Timing of Payment Under Awards; Deferrals.............................................12\n         (d)      Exemptions from Section 16(b) Liability........................................................12\n8.       Performance and Annual Incentive Awards.................................................................13\n         (a)      Performance Conditions.........................................................................13\n         (b)      Performance Awards Granted to Designated Covered Employees.....................................13\n         (c)      Annual Incentive Awards Granted to Designated Covered Employees................................14\n         (d)      Written Determinations.........................................................................15\n         (e)      Status of Section 8(b) and Section 8(c) Awards Under Code Section 162(m).......................16\n9.       Change in Control.......................................................................................16\n         (a)      Effect of 'Change in Control.'.................................................................16\n         (b)      Definition of 'Change in Control...............................................................17\n         (c)      Definition of 'Change in Control Price.'.......................................................17\n10.      General Provisions......................................................................................18\n         (a)      Compliance With Legal and Other Requirements...................................................18\n         (b)      Limits on Transferability; Beneficiaries.......................................................18\n         (c)      Adjustments....................................................................................18\n         (d)      Taxes..........................................................................................19\n         (e)      Changes to the Plan and Awards.................................................................19\n\n                                      (i)\n\n\n         (f)      Limitation on Rights Conferred Under Plan......................................................20\n         (g)      Unfunded Status of Awards; Creation of Trusts..................................................20\n         (h)      Nonexclusivity of the Plan.....................................................................21\n         (i)      Payments in the Event of Forfeitures; Fractional Shares........................................21\n         (j)      Governing Law..................................................................................21\n         (k)      Plan Effective Date and Stockholder Approval; Termination of Plan..............................21\n<\/font>\n\n                                      (ii)\n\n\n                              SPORTSLINE.COM, INC.\n\n                        1997 INCENTIVE COMPENSATION PLAN\n\n\n         1. Purpose. The purpose of this 1997 Incentive Compensation Plan (the\n'Plan') is to assist SportsLine.Com, Inc. (the 'Company') and its subsidiaries\nin attracting, motivating, retaining and rewarding high-quality executives and\nother employees, officers, Directors and independent contractors enabling such\npersons to acquire or increase a proprietary interest in the Company in order to\nstrengthen the mutuality of interests between such persons and the Company's\nstockholders, and providing such persons with annual and long term performance\nincentives to expend their maximum efforts in the creation of shareholder value.\nThe Plan is also intended to qualify certain compensation awarded under the Plan\nfor tax deductibility under Section 162(m) of the Code (as hereafter defined) to\nthe extent deemed appropriate by the Committee (or any successor committee) of\nthe Board of Directors of the Company.\n\n         2. Definitions. For purposes of the Plan, the following terms shall be\ndefined as set forth below, in addition to such terms defined in Section 1\nhereof.\n\n                  (a) 'Annual Meeting Date' shall mean the date of the annual\nmeeting of the Company's stockholders at which the Directors are elected.\n\n                  (b) 'Annual Incentive Award' means a conditional right granted\nto a Participant under Section 8(c) hereof to receive a cash payment, Stock or\nother Award, unless otherwise determined by the Committee, after the end of a\nspecified fiscal year.\n\n                  (c) 'Award' means any Option, SAR (including Limited SAR),\nRestricted Stock, Deferred Stock, Stock granted as a bonus or in lieu of another\naward, Dividend Equivalent, Other Stock-Based Award, Performance Award or Annual\nIncentive Award, together with any other right or interest granted to a\nParticipant under the Plan.\n\n                  (d) 'Beneficiary' means the person, persons, trust or trusts\nwhich have been designated by a Participant in his or her most recent written\nbeneficiary designation filed with the Committee to receive the benefits\nspecified under the Plan upon such Participant's death or to which Awards or\nother rights are transferred if and to the extent permitted under Section 10(b)\nhereof. If, upon a Participant's death, there is no designated Beneficiary or\nsurviving designated Beneficiary, then the term Beneficiary means the person,\npersons, trust or trusts entitled by will or the laws of descent and\ndistribution to receive such benefits.\n\n                  (e) 'Beneficial Owner', 'Beneficially Owning' and 'Beneficial\nOwnership' shall have the meanings ascribed to such terms in Rule 13d-3 under\nthe Exchange Act and any successor to such Rule.\n\n                  (f) 'Board' means the Company's Board of Directors.\n\n\n\n                  (g) 'Change in Control' means Change in Control as defined\nwith related terms in Section 9 of the Plan.\n\n                  (h) 'Change in Control Price' means the amount calculated in\naccordance with Section 9(c) of the Plan.\n\n                  (i) 'Code' means the Internal Revenue Code of 1986, as amended\nfrom time to time, including regulations thereunder and successor provisions and\nregulations thereto.\n\n                  (j) 'Committee' means a committee designated by the Board to\nadminister the Plan; provided, however, that the Committee shall consist solely\nof at least two directors, each of whom shall be (i) a 'non-employee director'\nwithin the meaning of Rule 16b-3 under the Exchange Act, unless administration\nof the Plan by 'non-employee directors' is not then required in order for\nexemptions under Rule 16b-3 to apply to transactions under the Plan, and (ii) an\n'outside director' within the meaning of Section 162(m) of the Code, unless\nadministration of the Plan by 'outside directors' is not then required in order\nto qualify for tax deductibility under Section 162(m) of the Code.\n\n                  (k) 'Corporate Transaction' means a Corporate Transaction as\ndefined in Section 9(b)(i) of the Plan.\n\n                  (l) 'Covered Employee' means an Eligible Person who is a\nCovered Employee as specified in Section 8(e) of the Plan.\n\n                  (m) 'Deferred Stock' means a right, granted to a Participant\nunder Section 6(e) hereof, to receive Stock, cash or a combination thereof at\nthe end of a specified deferral period.\n\n                  (n) 'Director' means a member of the Board.\n\n                  (o) 'Disability' means a permanent and total disability\n(within the meaning of Section 22(e) of the Code), as determined by a medical\ndoctor satisfactory to the Committee.\n\n                  (p) 'Dividend Equivalent' means a right, granted to a\nParticipant under Section 6(g) hereof, to receive cash, Stock, other Awards or\nother property equal in value to dividends paid with respect to a specified\nnumber of shares of Stock, or other periodic payments.\n\n                  (q) 'Effective Date' means the effective date of the Plan,\nwhich shall be March 1, 1997.\n\n                  (r) 'Eligible Person' means each Executive Officer of the\nCompany (as defined under the Exchange Act) and other officers, Directors and\nemployees of the Company or of any Subsidiary, and independent contractors with\nthe Company or any Subsidiary. The foregoing notwithstanding, (i) only employees\nof the Company or any Subsidiary shall be an Eligible Persons for purposes of\nreceiving any Incentive Stock Options and (ii) no independent contractor shall\nbe an Eligible Person for purposes of receiving any Awards other than Options\nunder Section 6(b) of the Plan. An employee on leave of absence may be\nconsidered as still in the employ of the Company or a Subsidiary for purposes of\neligibility for participation in the Plan.\n\n\n                                       2\n\n\n                  (s) 'Exchange Act' means the Securities Exchange Act of 1934,\nas amended from time to time, including rules thereunder and successor\nprovisions and rules thereto.\n\n                  (t) 'Executive Officer' means an executive officer of the\nCompany as defined under the Exchange Act.\n\n                  (u) 'Fair Market Value' means the fair market value of Stock,\nAwards or other property as determined by the Committee or the Board, or under\nprocedures established by the Committee or the Board. Unless otherwise\ndetermined by the Committee or the Board, the Fair Market Value of Stock as of\nany given date shall be the closing sale price per share reported on a\nconsolidated basis for stock listed on the principal stock exchange or market on\nwhich Stock is traded on the date as of which such value is being determined or,\nif there is no sale on that date, then on the last previous day on which a sale\nwas reported.\n\n                  (v) ''Formula Grants' means the Formula Grant Options granted\nto Non-Employee Directors pursuant to Section 6(b)(iv) of the Plan.\n\n                  (w) 'Incentive Stock Option' or 'ISO' means any Option\nintended to be designated as an incentive stock option within the meaning of\nSection 422 of the Code or any successor provision thereto.\n\n                  (x) 'Incumbent Board' means the Incumbent Board as defined in\nSection 9(b)(ii) of the Plan.\n\n                  (y) 'Initial Grant Date' means the date on which a\nNon-Employee Director is first elected or appointed as a Director.\n\n                  (z) 'Limited SAR' means a right granted to a Participant under\nSection 6(c) hereof.\n\n                  (aa) 'Non-Employee Director' shall mean a member of the Board\nwho is not an employee of the Company or any subsidiary.\n\n                  (bb) 'Option' means a right granted to a Participant under\nSection 6(b) hereof, to purchase Stock or other Awards at a specified price\nduring specified time periods.\n\n                  (cc) 'Other Stock-Based Awards' means Awards granted to a\nParticipant under Section 6(h) hereof.\n\n                  (dd) 'Parent Corporation' means any corporation (other than\nthe Company) in an unbroken chain of corporations ending with the Company, if\neach of the corporations in the chain (other than the Company) owns stock\npossessing 50% or more of the combined voting power of all classes of stock in\none of the other corporations in the chain.\n\n                  (ee) 'Participant' means a person who has been granted an\nAward under the Plan which remains outstanding, including a person who is no\nlonger an Eligible Person.\n\n\n                                       3\n\n\n                  (ff) 'Performance Award' means a right, granted to a Eligible\nPerson under Section 8 hereof, to receive Awards based upon performance criteria\nspecified by the Committee or the Board.\n\n                  (gg) 'Person' shall have the meaning ascribed to such term in\nSection 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)\nthereof, and shall include a 'group' as defined in Section 13(d) thereof.\n\n                  (hh) 'Restricted Stock' means Stock granted to a Participant\nunder Section 6(d) hereof, that is subject to certain restrictions and to a risk\nof forfeiture.\n\n                  (ii) 'Retire' or 'Retirement' means termination of service as\na Director after having attained at least age 62 and having served as a Director\nfor at least 5 years, other than by reason of death, Disability or the\nDirector's wilful misconduct or negligence.\n\n                  (jj) 'Rule 16b-3' and 'Rule 16a-1(c)(3)' means Rule 16b-3 and\nRule 16a-1(c)(3), as from time to time in effect and applicable to the Plan and\nParticipants, promulgated by the Securities and Exchange Commission under\nSection 16 of the Exchange Act\n\n                  (kk) 'Stock' means the Company's Common Stock, and such other\nsecurities as may be substituted (or resubstituted) for Stock pursuant to\nSection 10(c) hereof.\n\n                  (ll) 'Stock Appreciation Rights' or 'SAR' means a right\ngranted to a Participant under Section 6(c) hereof.\n\n                  (mm) 'Subsidiary' means any corporation or other entity in\nwhich the Company has a direct or indirect ownership interest of 50% or more of\nthe total combined voting power of the then outstanding securities or interests\nof such corporation or other entity entitled to vote generally in the election\nof directors or in which the Company has the right to receive 50% or more of the\ndistribution of profits or 50% or more of the assets on liquidation or\ndissolution.\n\n         3.       Administration.\n\n                  (a) Authority of the Committee. The Plan shall be administered\nby the Committee; provided, however, that except as otherwise expressly provided\nin this Plan or in order to comply with Code Section 162(m) or Rule 16b-3 under\nthe Exchange Act, the Board may exercise any power or authority granted to the\nCommittee under this Plan. The Committee or the Board shall have full and final\nauthority, in each case subject to and consistent with the provisions of the\nPlan, to select Eligible Persons to become Participants, grant Awards, determine\nthe type, number and other terms and conditions of, and all other matters\nrelating to, Awards, prescribe Award agreements (which need not be identical for\neach Participant) and rules and regulations for the administration of the Plan,\nconstrue and interpret the Plan and Award agreements and correct defects, supply\nomissions or reconcile inconsistencies therein, and to make all other decisions\nand determinations as the Committee or the Board may deem necessary or advisable\nfor the administration of the Plan. In exercising any discretion granted to the\nCommittee or the Board under the Plan or pursuant to any Award, the Committee or\nthe Board \n\n\n                                       4\n\n\nshall not be required to follow past practices, act in a manner consistent with\npast practices, or treat any Eligible Person in a manner consistent with the\ntreatment of other Eligible Persons.\n\n                  (b) Manner of Exercise of Committee Authority. The Committee,\nand not the Board, shall exercise sole and exclusive discretion on any matter\nrelating to a Participant then subject to Section 16 of the Exchange Act with\nrespect to the Company to the extent necessary in order that transactions by\nsuch Participant shall be exempt under Rule 16b-3 under the Exchange Act. Any\naction of the Committee or the Board shall be final, conclusive and binding on\nall persons, including the Company, its subsidiaries, Participants,\nBeneficiaries, transferees under Section 10(b) hereof or other persons claiming\nrights from or through a Participant, and stockholders. The express grant of any\nspecific power to the Committee or the Board, and the taking of any action by\nthe Committee or the Board, shall not be construed as limiting any power or\nauthority of the Committee or the Board. The Committee or the Board may delegate\nto officers or managers of the Company or any subsidiary, or committees thereof,\nthe authority, subject to such terms as the Committee or the Board shall\ndetermine, (i) to perform administrative functions, (ii) with respect to\nParticipants not subject to Section 16 of the Exchange Act, to perform such\nother functions as the Committee or the Board may determine, and (iii) with\nrespect to Participants subject to Section 16, to perform such other functions\nof the Committee or the Board as the Committee or the Board may determine to the\nextent performance of such functions will not result in the loss of an exemption\nunder Rule 16b-3 otherwise available for transactions by such persons, in each\ncase to the extent permitted under applicable law and subject to the\nrequirements set forth in Section 8(d). The Committee or the Board may appoint\nagents to assist it in administering the Plan\n\n                  (c) Limitation of Liability. The Committee and the Board, and\neach member thereof, shall be entitled to, in good faith, rely or act upon any\nreport or other information furnished to him or her by any executive officer,\nother officer or employee of the Company or a Subsidiary, the Company's\nindependent auditors, consultants or any other agents assisting in the\nadministration of the Plan. Members of the Committee and the Board, and any\nofficer or employee of the Company or a subsidiary acting at the direction or on\nbehalf of the Committee or the Board, shall not be personally liable for any\naction or determination taken or made in good faith with respect to the Plan,\nand shall, to the extent permitted by law, be fully indemnified and protected by\nthe Company with respect to any such action or determination.\n\n         4.       Stock Subject to Plan.\n\n                  (a) Limitation on Overall Number of Shares Subject to Awards.\nSubject to adjustment as provided in Section 10(c) hereof, the total number of\nshares of Stock reserved and available for delivery in connection with Awards\nunder the Plan shall be the sum of (i) 5,500,000, plus (ii) the number of shares\nwith respect to Awards previously granted under the Plan that terminate without\nbeing exercised, expire, are forfeited or canceled, and the number of shares of\nStock that are surrendered in payment of any Awards or any tax withholding with\nregard thereto. Any shares of Stock delivered under the Plan may consist, in\nwhole or in part, of authorized and unissued shares or treasury shares. Subject\nto adjustment as provided in Section 10(c) hereof, in no event shall the\naggregate number of shares of Stock which may be issued pursuant to ISOs exceed\n1,500,000 shares.\n\n\n                                       5\n\n\n                  (b) Application of Limitations. The limitation contained in\nSection 4(a) shall apply not only to Awards that are settleable by the delivery\nof shares of Stock but also to Awards relating to shares of Stock but settleable\nonly in cash (such as cash-only SARs). The Committee or the Board may adopt\nreasonable counting procedures to ensure appropriate counting, avoid double\ncounting (as, for example, in the case of tandem or substitute awards) and make\nadjustments if the number of shares of Stock actually delivered differs from the\nnumber of shares previously counted in connection with an Award.\n\n         5.       Eligibility; Per-Person Award Limitations. Awards may be \ngranted under the Plan only to Eligible Persons. In each fiscal year during any\npart of which the Plan is in effect, an Eligible Person may not be granted\nAwards relating to more than 250,000 shares of Stock, subject to adjustment as\nprovided in Section 10(c), under each of Sections 6(b), 6(c), 6(d), 6(e), 6(f),\n6(g), 6(h), 8(b) and 8(c). In addition, the maximum amount that may be earned as\nan Annual Incentive Award or other cash Award in any fiscal year by any one\nParticipant shall be $2,000,000, and the maximum amount that may be earned as a\nPerformance Award or other cash Award in respect of a performance period by any\none Participant shall be $5,000,000.\n\n         6.       Specific Terms of Awards.\n\n                  (a) General. Awards may be granted on the terms and conditions\nset forth in this Section 6. In addition, the Committee or the Board may impose\non any Award or the exercise thereof, at the date of grant or thereafter\n(subject to Section 10(e)), such additional terms and conditions, not\ninconsistent with the provisions of the Plan, as the Committee or the Board\nshall determine, including terms requiring forfeiture of Awards in the event of\ntermination of employment by the Participant and terms permitting a Participant\nto make elections relating to his or her Award. The Committee or the Board shall\nretain full power and discretion to accelerate, waive or modify, at any time,\nany term or condition of an Award that is not mandatory under the Plan. Except\nin cases in which the Committee or the Board is authorized to require other\nforms of consideration under the Plan, or to the extent other forms of\nconsideration must be paid to satisfy the requirements of Delaware law, no\nconsideration other than services may be required for the grant (but not the\nexercise) of any Award.\n\n                  (b)      Options.   The Committee and the Board each is \nauthorized to grant Options to Participants on the following terms and\nconditions:\n\n                           (i) Exercise Price. The exercise price per share of\n                  Stock purchasable under an Option shall be determined by the\n                  Committee or the Board, provided that such exercise price\n                  shall not, in the case of Incentive Stock Options, be less\n                  than 100% of the Fair Market Value of the Stock on the date of\n                  grant of the Option and shall not, in any event, be less than\n                  the par value of a share of Stock on the date of grant of such\n                  Option. If an employee owns or is deemed to own (by reason of\n                  the attribution rules applicable under Section 424(d) of the\n                  Code) more than 10% of the combined voting power of all\n                  classes of stock of the Company or any Parent Corporation and\n                  an Incentive Stock Option is granted to such employee, the\n                  option price of such Incentive Stock Option (to the extent\n                  required \n\n\n                                       6\n\n\n                  by the Code at the time of grant) shall be no less\n                  than 110% of the Fair Market Value of the Stock on the date\n                  such Incentive Stock Option is granted.\n\n                           (ii) Time and Method of Exercise. The Committee or\n                  the Board shall determine the time or times at which or the\n                  circumstances under which an Option may be exercised in whole\n                  or in part (including based on achievement of performance\n                  goals and\/or future service requirements), the time or times\n                  at which Options shall cease to be or become exercisable\n                  following termination of employment or upon other conditions,\n                  the methods by which such exercise price may be paid or deemed\n                  to be paid (including in the discretion of the Committee or\n                  the Board a cashless exercise procedure), the form of such\n                  payment, including, without limitation, cash, Stock, other\n                  Awards or awards granted under other plans of the Company or\n                  any subsidiary, or other property (including notes or other\n                  contractual obligations of Participants to make payment on a\n                  deferred basis), and the methods by or forms in which Stock\n                  will be delivered or deemed to be delivered to Participants.\n\n                           (iii) ISOs. The terms of any ISO granted under the\n                  Plan shall comply in all respects with the provisions of\n                  Section 422 of the Code. Anything in the Plan to the contrary\n                  notwithstanding, no term of the Plan relating to ISOs\n                  (including any SAR in tandem therewith) shall be interpreted,\n                  amended or altered, nor shall any discretion or authority\n                  granted under the Plan be exercised, so as to disqualify\n                  either the Plan or any ISO under Section 422 of the Code,\n                  unless the Participant has first requested the change that\n                  will result in such disqualification. Thus, if and to the\n                  extent required to comply with Section 422 of the Code,\n                  Options granted as Incentive Stock Options shall be subject to\n                  the following special terms and conditions:\n\n                                    (A) the Option shall not be exercisable more\n                  than ten years after the date such Incentive Stock Option is\n                  granted; provided, however, that if a Participant owns or is\n                  deemed to own (by reason of the attribution rules of Section\n                  424(d) of the Code) more than 10% of the combined voting power\n                  of all classes of stock of the Company or any Parent\n                  Corporation and the Incentive Stock Option is granted to such\n                  Participant, the term of the Incentive Stock Option shall be\n                  (to the extent required by the Code at the time of the grant)\n                  for no more than five years from the date of grant; and\n\n                                    (B) The aggregate Fair Market Value\n                  (determined as of the date the Incentive Stock Option is\n                  granted) of the shares of stock with respect to which\n                  Incentive Stock Options granted under the Plan and all other\n                  option plans of the Company or its Parent Corporation during\n                  any calendar year exercisable for the first time by the\n                  Participant during any calendar year shall not (to the extent\n                  required by the Code at the time of the grant) exceed\n                  $100,000.\n\n                           (iv) Formula Grants of Options to Non-Employee\n                  Directors. Each Non-Employee Director, other than a\n                  Non-Employee Director who is, or is an affiliate or \n\n\n                                       7\n\n\n                  designee of, a Beneficial Owner of more than 5% of the Company\n                  Voting Securities Outstanding (as defined in Section 9(b)(i)),\n                  shall receive on such Non-Employee Director's Initial Grant\n                  Date an Option to purchase 12,000 shares of Stock. In\n                  addition, each Non-Employee Director shall receive on each\n                  Annual Meeting Date thereafter, an Option to purchase 3,000\n                  shares of Stock. Options granted to Non-Employee Directors\n                  pursuant to this Section shall be for a term of 10 years and\n                  shall become exercisable at the rate of 25% per year\n                  commencing on the first anniversary of the date on which the\n                  Option is granted; provided, however, that the Options shall\n                  be fully exercisable in the event that, while serving as a\n                  Director, the Non-Employee Director dies, suffers a\n                  Disability, or Retires. The per share exercise price of all\n                  Options granted to Non-Employee Directors pursuant to this\n                  paragraph (iv) shall be equal to the Fair Market Value of a\n                  share of Stock on the date such Option is granted. Unless\n                  otherwise extended in the sole discretion of the Committee,\n                  the unexercised portion of any Option granted pursuant to this\n                  paragraph (iv) shall become null and void (V) three months\n                  after the date on which such Non-Employee Director ceases to\n                  be a Director of the Company for any reason other than the\n                  Non-Employee Director's wilful misconduct or negligence,\n                  Disability, death or Retirement, (W) immediately in the event\n                  of the Non-Employee Director's wilful misconduct or\n                  negligence, (X) one year after the Non-Employee Director\n                  ceases to be a Director by reason of his Disability, (Y) at\n                  the expiration of its original term, if the Non-Employee\n                  Director ceases to be a Director by reason of his Retirement,\n                  and (Z) twelve months after the date of the Non-Employee\n                  Director's death in the event that such death occurs prior to\n                  the time the Option otherwise would become null and void\n                  pursuant to this sentence.\n\n                           (v) Repricing. Except for adjustments pursuant to\n                  Section 10(c) (relating to the adjustment of shares of Stock),\n                  the exercise price per share of Stock purchasable under an\n                  Option may not be decreased after the date of the grant of the\n                  Option nor may an outstanding Option granted under the Plan be\n                  surrendered to the Company as consideration for the grant of a\n                  new Option with a lower exercise price.\n\n                  (c)      Stock  Appreciation  Rights.  The Committee and the \nBoard each is authorized to grant SAR's to Participants on the following terms\nand conditions:\n\n                           (i) Right to Payment. A SAR shall confer on the\n                  Participant to whom it is granted a right to receive, upon\n                  exercise thereof, the excess of (A) the Fair Market Value of\n                  one share of stock on the date of exercise (or, in the case of\n                  a 'Limited SAR' that may be exercised only in the event of a\n                  Change in Control, the Fair Market Value determined by\n                  reference to the Change in Control Price, as defined under\n                  Section 9(c) hereof), over (B) the grant price of the SAR as\n                  determined by the Committee or the Board. The grant price of\n                  an SAR shall not be less than the Fair Market Value of a share\n                  of Stock on the date of grant except as provided under Section\n                  7(a) hereof.\n\n                           (ii) Other Terms. The Committee or the Board shall\n                  determine at the date of grant or thereafter, the time or\n                  times at which and the circumstances under which a SAR may be\n                  exercised in whole or in part (including based on \n\n\n                                       8\n\n\n                  achievement of performance goals and\/or future service\n                  requirements), the time or times at which SARs shall cease to\n                  be or become exercisable following termination of employment\n                  or upon other conditions, the method of exercise, method of\n                  settlement, form of consideration payable in settlement,\n                  method by or forms in which Stock will be delivered or deemed\n                  to be delivered to Participants, whether or not a SAR shall be\n                  in tandem or in combination with any other Award, and any\n                  other terms and conditions of any SAR. Limited SARs that may\n                  only be exercised in connection with a Change in Control or\n                  other event as specified by the Committee or the Board, may be\n                  granted on such terms, not inconsistent with this Section\n                  6(c), as the Committee or the Board may determine. SARs and\n                  Limited SARs may be either freestanding or in tandem with\n                  other Awards.\n\n                  (d)      Restricted  Stock.  The Committee and the Board each \nis authorized to grant Restricted Stock to Participants on the following terms\nand conditions:\n\n                           (i) Grant and Restrictions. Restricted Stock shall be\n                  subject to such restrictions on transferability, risk of\n                  forfeiture and other restrictions, if any, as the Committee or\n                  the Board may impose, which restrictions may lapse separately\n                  or in combination at such times, under such circumstances\n                  (including based on achievement of performance goals and\/or\n                  future service requirements), in such installments or\n                  otherwise, as the Committee or the Board may determine at the\n                  date of grant or thereafter. Except to the extent restricted\n                  under the terms of the Plan and any Award agreement relating\n                  to the Restricted Stock, a Participant granted Restricted\n                  Stock shall have all of the rights of a stockholder, including\n                  the right to vote the Restricted Stock and the right to\n                  receive dividends thereon (subject to any mandatory\n                  reinvestment or other requirement imposed by the Committee or\n                  the Board). During the restricted period applicable to the\n                  Restricted Stock, subject to Section 10(b) below, the\n                  Restricted Stock may not be sold, transferred, pledged,\n                  hypothecated, margined or otherwise encumbered by the\n                  Participant.\n\n                           (ii) Forfeiture. Except as otherwise determined by\n                  the Committee or the Board at the time of the Award, upon\n                  termination of a Participant's employment during the\n                  applicable restriction period, the Participant's Restricted\n                  Stock that is at that time subject to restrictions shall be\n                  forfeited and reacquired by the Company; provided that the\n                  Committee or the Board may provide, by rule or regulation or\n                  in any Award agreement, or may determine in any individual\n                  case, that restrictions or forfeiture conditions relating to\n                  Restricted Stock shall be waived in whole or in part in the\n                  event of terminations resulting from specified causes, and the\n                  Committee or the Board may in other cases waive in whole or in\n                  part the forfeiture of Restricted Stock.\n\n                           (iii) Certificates for Stock. Restricted Stock\n                  granted under the Plan may be evidenced in such manner as the\n                  Committee or the Board shall determine. If certificates\n                  representing Restricted Stock are registered in the name of\n                  the Participant, the Committee or the Board may require that\n                  such certificates bear an \n\n\n                                       9\n\n\n                  appropriate legend referring to the terms, conditions and\n                  restrictions applicable to such Restricted Stock, that the\n                  Company retain physical possession of the certificates, and\n                  that the Participant deliver a stock power to the Company,\n                  endorsed in blank, relating to the Restricted Stock.\n\n                           (iv) Dividends and Splits. As a condition to the\n                  grant of an Award of Restricted Stock, the Committee or the\n                  Board may require that any cash dividends paid on a share of\n                  Restricted Stock be automatically reinvested in additional\n                  shares of Restricted Stock or applied to the purchase of\n                  additional Awards under the Plan. Unless otherwise determined\n                  by the Committee or the Board, Stock distributed in connection\n                  with a Stock split or Stock dividend, and other property\n                  distributed as a dividend, shall be subject to restrictions\n                  and a risk of forfeiture to the same extent as the Restricted\n                  Stock with respect to which such Stock or other property has\n                  been distributed.\n\n                  (e) Deferred Stock. The Committee and the Board each is\nauthorized to grant Deferred Stock to Participants, which are rights to receive\nStock, cash, or a combination thereof at the end of a specified deferral period,\nsubject to the following terms and conditions:\n\n                           (i) Award and Restrictions. Satisfaction of an Award\n                  of Deferred Stock shall occur upon expiration of the deferral\n                  period specified for such Deferred Stock by the Committee or\n                  the Board (or, if permitted by the Committee or the Board, as\n                  elected by the Participant). In addition, Deferred Stock shall\n                  be subject to such restrictions (which may include a risk of\n                  forfeiture) as the Committee or the Board may impose, if any,\n                  which restrictions may lapse at the expiration of the deferral\n                  period or at earlier specified times (including based on\n                  achievement of performance goals and\/or future service\n                  requirements), separately or in combination, in installments\n                  or otherwise, as the Committee or the Board may determine.\n                  Deferred Stock may be satisfied by delivery of Stock, cash\n                  equal to the Fair Market Value of the specified number of\n                  shares of Stock covered by the Deferred Stock, or a\n                  combination thereof, as determined by the Committee or the\n                  Board at the date of grant or thereafter. Prior to\n                  satisfaction of an Award of Deferred Stock, an Award of\n                  Deferred Stock carries no voting or dividend or other rights\n                  associated with share ownership.\n\n                           (ii) Forfeiture. Except as otherwise determined by\n                  the Committee or the Board, upon termination of a\n                  Participant's employment during the applicable deferral period\n                  thereof to which forfeiture conditions apply (as provided in\n                  the Award agreement evidencing the Deferred Stock), the\n                  Participant's Deferred Stock that is at that time subject to\n                  deferral (other than a deferral at the election of the\n                  Participant) shall be forfeited; provided that the Committee\n                  or the Board may provide, by rule or regulation or in any\n                  Award agreement, or may determine in any individual case, that\n                  restrictions or forfeiture conditions relating to Deferred\n                  Stock shall be waived in whole or in part in the event of\n                  terminations resulting from specified causes, and the\n                  Committee or the Board may in other cases waive in whole or in\n                  part the forfeiture of Deferred Stock.\n\n\n                                       10\n\n\n                           (iii) Dividend Equivalents. Unless otherwise\n                  determined by the Committee or the Board at date of grant,\n                  Dividend Equivalents on the specified number of shares of\n                  Stock covered by an Award of Deferred Stock shall be either\n                  (A) paid with respect to such Deferred Stock at the dividend\n                  payment date in cash or in shares of unrestricted Stock having\n                  a Fair Market Value equal to the amount of such dividends, or\n                  (B) deferred with respect to such Deferred Stock and the\n                  amount or value thereof automatically deemed reinvested in\n                  additional Deferred Stock, other Awards or other investment\n                  vehicles, as the Committee or the Board shall determine or\n                  permit the Participant to elect.\n\n                  (f) Bonus Stock and Awards in Lieu of Obligations. The\nCommittee and the Board each is authorized to grant Stock as a bonus, or to\ngrant Stock or other Awards in lieu of Company obligations to pay cash or\ndeliver other property under the Plan or under other plans or compensatory\narrangements, provided that, in the case of Participants subject to Section 16\nof the Exchange Act, the amount of such grants remains within the discretion of\nthe Committee to the extent necessary to ensure that acquisitions of Stock or\nother Awards are exempt from liability under Section 16(b) of the Exchange Act.\nStock or Awards granted hereunder shall be subject to such other terms as shall\nbe determined by the Committee or the Board.\n\n                  (g) Dividend Equivalents. The Committee and the Board each is\nauthorized to grant Dividend Equivalents to a Participant entitling the\nParticipant to receive cash, Stock, other Awards, or other property equal in\nvalue to dividends paid with respect to a specified number of shares of Stock,\nor other periodic payments. Dividend Equivalents may be awarded on a\nfree-standing basis or in connection with another Award. The Committee or the\nBoard may provide that Dividend Equivalents shall be paid or distributed when\naccrued or shall be deemed to have been reinvested in additional Stock, Awards,\nor other investment vehicles, and subject to such restrictions on\ntransferability and risks of forfeiture, as the Committee or the Board may\nspecify.\n\n                  (h) Other Stock-Based Awards. The Committee and the Board each\nis authorized, subject to limitations under applicable law, to grant to\nParticipants such other Awards that may be denominated or payable in, valued in\nwhole or in part by reference to, or otherwise based on, or related to, Stock,\nas deemed by the Committee or the Board to be consistent with the purposes of\nthe Plan, including, without limitation, convertible or exchangeable debt\nsecurities, other rights convertible or exchangeable into Stock, purchase rights\nfor Stock, Awards with value and payment contingent upon performance of the\nCompany or any other factors designated by the Committee or the Board, and\nAwards valued by reference to the book value of Stock or the value of securities\nof or the performance of specified subsidiaries or business units. The Committee\nor the Board shall determine the terms and conditions of such Awards. Stock\ndelivered pursuant to an Award in the nature of a purchase right granted under\nthis Section 6(h) shall be purchased for such consideration, paid for at such\ntimes, by such methods, and in such forms, including, without limitation, cash,\nStock, other Awards or other property, as the Committee or the Board shall\ndetermine. Cash awards, as an element of or supplement to any other Award under\nthe Plan, may also be granted pursuant to this Section 6(h).\n\n\n                                       11\n\n\n         7.       Certain Provisions Applicable to Awards.\n\n                  (a) Stand-Alone, Additional, Tandem, and Substitute Awards.\nAwards granted under the Plan may, in the discretion of the Committee or the\nBoard, be granted either alone or in addition to, in tandem with, or in\nsubstitution or exchange for, any other Award or any award granted under another\nplan of the Company, any subsidiary, or any business entity to be acquired by\nthe Company or a subsidiary, or any other right of a Participant to receive\npayment from the Company or any subsidiary. Such additional, tandem, and\nsubstitute or exchange Awards may be granted at any time. If an Award is granted\nin substitution or exchange for another Award or award, the Committee or the\nBoard shall require the surrender of such other Award or award in consideration\nfor the grant of the new Award. In addition, Awards may be granted in lieu of\ncash compensation, including in lieu of cash amounts payable under other plans\nof the Company or any subsidiary, in which the value of Stock subject to the\nAward is equivalent in value to the cash compensation (for example, Deferred\nStock or Restricted Stock), or in which the exercise price, grant price or\npurchase price of the Award in the nature of a right that may be exercised is\nequal to the Fair Market Value of the underlying Stock minus the value of the\ncash compensation surrendered (for example, Options granted with an exercise\nprice 'discounted' by the amount of the cash compensation surrendered).\n\n                  (b) Term of Awards. The term of each Award shall be for such\nperiod as may be determined by the Committee or the Board; provided that in no\nevent shall the term of any Option or SAR exceed a period of ten years (or such\nshorter term as may be required in respect of an ISO under Section 422 of the\nCode).\n\n                  (c) Form and Timing of Payment Under Awards; Deferrals.\nSubject to the terms of the Plan and any applicable Award agreement, payments to\nbe made by the Company or a subsidiary upon the exercise of an Option or other\nAward or settlement of an Award may be made in such forms as the Committee or\nthe Board shall determine, including, without limitation, cash, Stock, other\nAwards or other property, and may be made in a single payment or transfer, in\ninstallments, or on a deferred basis. The settlement of any Award may be\naccelerated, and cash paid in lieu of Stock in connection with such settlement,\nin the discretion of the Committee or the Board or upon occurrence of one or\nmore specified events (in addition to a Change in Control). Installment or\ndeferred payments may be required by the Committee or the Board (subject to\nSection 10(e) of the Plan) or permitted at the election of the Participant on\nterms and conditions established by the Committee or the Board. Payments may\ninclude, without limitation, provisions for the payment or crediting of a\nreasonable interest rate on installment or deferred payments or the grant or\ncrediting of Dividend Equivalents or other amounts in respect of installment or\ndeferred payments denominated in Stock.\n\n                  (d) Exemptions from Section 16(b) Liability. It is the intent\nof the Company that this Plan comply in all respects with applicable provisions\nof Rule 16b-3 or Rule 16a-1(c)(3) to the extent necessary to ensure that neither\nthe grant of any Awards to nor other transaction by a Participant who is subject\nto Section 16 of the Exchange Act is subject to liability under Section 16(b)\nthereof (except for transactions acknowledged in writing to be non-exempt by\nsuch Participant). Accordingly, if any provision of this Plan or any Award\nagreement does not comply with the requirements of Rule 16b-3 or Rule\n16a-1(c)(3) as then applicable to any such \n\n\n                                       12\n\n\ntransaction, such provision will be construed or deemed amended to the extent\nnecessary to conform to the applicable requirements of Rule 16b-3 or Rule\n16a-1(c)(3) so that such Participant shall avoid liability under Section 16(b).\nIn addition, the purchase price of any Award conferring a right to purchase\nStock shall be not less than any specified percentage of the Fair Market Value\nof Stock at the date of grant of the Award then required in order to comply with\nRule 16b-3.\n\n         8.       Performance and Annual Incentive Awards.\n\n                  (a) Performance Conditions. The right of a Participant to\nexercise or receive a grant or settlement of any Award, and the timing thereof,\nmay be subject to such performance conditions as may be specified by the\nCommittee or the Board. The Committee or the Board may use such business\ncriteria and other measures of performance as it may deem appropriate in\nestablishing any performance conditions, and may exercise its discretion to\nreduce the amounts payable under any Award subject to performance conditions,\nexcept as limited under Sections 8(b) and 8(c) hereof in the case of a\nPerformance Award or Annual Incentive Award intended to qualify under Code\nSection 162(m). If and to the extent required under Code Section 162(m), any\npower or authority relating to a Performance Award or Annual Incentive Award\nintended to qualify under Code Section 162(m), shall be exercised by the\nCommittee and not the Board.\n\n                  (b) Performance Awards Granted to Designated Covered\nEmployees. If and to the extent that the Committee determines that a Performance\nAward to be granted to an Eligible Person who is designated by the Committee as\nlikely to be a Covered Employee should qualify as 'performance-based\ncompensation' for purposes of Code Section 162(m), the grant, exercise and\/or\nsettlement of such Performance Award shall be contingent upon achievement of\npreestablished performance goals and other terms set forth in this Section 8(b).\n\n                           (i) Performance Goals Generally. The performance\n                  goals for such Performance Awards shall consist of one or more\n                  business criteria and a targeted level or levels of\n                  performance with respect to each of such criteria, as\n                  specified by the Committee consistent with this Section 8(b).\n                  Performance goals shall be objective and shall otherwise meet\n                  the requirements of Code Section 162(m) and regulations\n                  thereunder including the requirement that the level or levels\n                  of performance targeted by the Committee result in the\n                  achievement of performance goals being 'substantially\n                  uncertain.' The Committee may determine that such Performance\n                  Awards shall be granted, exercised and\/or settled upon\n                  achievement of any one performance goal or that two or more of\n                  the performance goals must be achieved as a condition to\n                  grant, exercise and\/or settlement of such Performance Awards.\n                  Performance goals may differ for Performance Awards granted to\n                  any one Participant or to different Participants.\n\n                           (ii) Business Criteria. One or more of the following\n                  business criteria for the Company, on a consolidated basis,\n                  and\/or specified subsidiaries or business units of the Company\n                  (except with respect to the total stockholder return and\n                  earnings per share criteria), shall be used exclusively by the\n                  Committee in establishing performance goals for such\n                  Performance Awards: (1) total \n\n\n                                       13\n\n\n                  stockholder return; (2) such total stockholder return as\n                  compared to total return (on a comparable basis) of a publicly\n                  available index such as, but not limited to, the Standard &amp; Poor's 500 Stock Index or the Nasdaq Composite Index; (3) net\n                  income; (4) pretax earnings; (5) earnings before interest\n                  expense, taxes, depreciation and amortization; (6) pretax\n                  operating earnings after interest expense and before bonuses,\n                  service fees, and extraordinary or special items; (7)\n                  operating margin; (8) earnings per share; (9) return on\n                  equity; (10) return on capital; (11) return on investment;\n                  (12) operating earnings; (13) working capital or inventory;\n                  and (14) ratio of debt to stockholders' equity. One or more of\n                  the foregoing business criteria shall also be exclusively used\n                  in establishing performance goals for Annual Incentive Awards\n                  granted to a Covered Employee under Section 8(c) hereof that\n                  are intended to qualify as 'performance-based compensation'\n                  under Code Section 162(m).\n\n                           (iii) Performance Period; Timing For Establishing\n                  Performance Goals. Achievement of performance goals in respect\n                  of such Performance Awards shall be measured over a\n                  performance period of up to ten years, as specified by the\n                  Committee. Performance goals shall be established not later\n                  than 90 days after the beginning of any performance period\n                  applicable to such Performance Awards, or at such other date\n                  as may be required or permitted for 'performance-based\n                  compensation' under Code Section 162(m).\n\n                           (iv) Performance Award Pool. The Committee may\n                  establish a Performance Award pool, which shall be an unfunded\n                  pool, for purposes of measuring Company performance in\n                  connection with Performance Awards. The amount of such\n                  Performance Award pool shall be based upon the achievement of\n                  a performance goal or goals based on one or more of the\n                  business criteria set forth in Section 8(b)(ii) hereof during\n                  the given performance period, as specified by the Committee in\n                  accordance with Section 8(b)(iii) hereof. The Committee may\n                  specify the amount of the Performance Award pool as a\n                  percentage of any of such business criteria, a percentage\n                  thereof in excess of a threshold amount, or as another amount\n                  which need not bear a strictly mathematical relationship to\n                  such business criteria.\n\n                           (v) Settlement of Performance Awards; Other Terms.\n                  Settlement of such Performance Awards shall be in cash, Stock,\n                  other Awards or other property, in the discretion of the\n                  Committee. The Committee may, in its discretion, reduce the\n                  amount of a settlement otherwise to be made in connection with\n                  such Performance Awards. The Committee shall specify the\n                  circumstances in which such Performance Awards shall be paid\n                  or forfeited in the event of termination of employment by the\n                  Participant prior to the end of a performance period or\n                  settlement of Performance Awards.\n\n                  (c) Annual Incentive Awards Granted to Designated Covered\nEmployees. If and to the extent that the Committee determines that an Annual\nIncentive Award to be granted to an Eligible Person who is designated by the\nCommittee as likely to be a Covered Employee \n\n\n                                       14\n\n\nshould qualify as 'performance-based compensation' for purposes of Code Section\n162(m), the grant, exercise and\/or settlement of such Annual Incentive Award\nshall be contingent upon achievement of preestablished performance goals and\nother terms set forth in this Section 8(c).\n\n                           (i) Annual Incentive Award Pool. The Committee may\n                  establish an Annual Incentive Award pool, which shall be an\n                  unfunded pool, for purposes of measuring Company performance\n                  in connection with Annual Incentive Awards. The amount of such\n                  Annual Incentive Award pool shall be based upon the\n                  achievement of a performance goal or goals based on one or\n                  more of the business criteria set forth in Section 8(b)(ii)\n                  hereof during the given performance period, as specified by\n                  the Committee in accordance with Section 8(b)(iii) hereof. The\n                  Committee may specify the amount of the Annual Incentive Award\n                  pool as a percentage of any such business criteria, a\n                  percentage thereof in excess of a threshold amount, or as\n                  another amount which need not bear a strictly mathematical\n                  relationship to such business criteria.\n\n                           (ii) Potential Annual Incentive Awards. Not later\n                  than the end of the 90th day of each fiscal year, or at such\n                  other date as may be required or permitted in the case of\n                  Awards intended to be 'performance-based compensation' under\n                  Code Section 162(m), the Committee shall determine the\n                  Eligible Persons who will potentially receive Annual Incentive\n                  Awards, and the amounts potentially payable thereunder, for\n                  that fiscal year, either out of an Annual Incentive Award pool\n                  established by such date under Section 8(c)(i) hereof or as\n                  individual Annual Incentive Awards. In the case of individual\n                  Annual Incentive Awards intended to qualify under Code Section\n                  162(m), the amount potentially payable shall be based upon the\n                  achievement of a performance goal or goals based on one or\n                  more of the business criteria set forth in Section 8(b)(ii)\n                  hereof in the given performance year, as specified by the\n                  Committee; in other cases, such amount shall be based on such\n                  criteria as shall be established by the Committee. In all\n                  cases, the maximum Annual Incentive Award of any Participant\n                  shall be subject to the limitation set forth in Section 5\n                  hereof.\n\n                           (iii) Payout of Annual Incentive Awards. After the\n                  end of each fiscal year, the Committee shall determine the\n                  amount, if any, of (A) the Annual Incentive Award pool, and\n                  the maximum amount of potential Annual Incentive Award payable\n                  to each Participant in the Annual Incentive Award pool, or (B)\n                  the amount of potential Annual Incentive Award otherwise\n                  payable to each Participant. The Committee may, in its\n                  discretion, determine that the amount payable to any\n                  Participant as a final Annual Incentive Award shall be reduced\n                  from the amount of his or her potential Annual Incentive\n                  Award, including a determination to make no final Award\n                  whatsoever. The Committee shall specify the circumstances in\n                  which an Annual Incentive Award shall be paid or forfeited in\n                  the event of termination of employment by the Participant\n                  prior to the end of a fiscal year or settlement of such Annual\n                  Incentive Award.\n\n\n\n                                       15\n\n\n                  (d) Written Determinations. All determinations by the\nCommittee as to the establishment of performance goals, the amount of any\nPerformance Award pool or potential individual Performance Awards and as to the\nachievement of performance goals relating to Performance Awards under Section\n8(b), and the amount of any Annual Incentive Award pool or potential individual\nAnnual Incentive Awards and the amount of final Annual Incentive Awards under\nSection 8(c), shall be made in writing in the case of any Award intended to\nqualify under Code Section 162(m). The Committee may not delegate any\nresponsibility relating to such Performance Awards or Annual Incentive Awards if\nand to the extent required to comply with Code Section 162(m).\n\n                  (e) Status of Section 8(b) and Section 8(c) Awards Under Code\nSection 162(m). It is the intent of the Company that Performance Awards and\nAnnual Incentive Awards under Section 8(b) and 8(c) hereof granted to persons\nwho are designated by the Committee as likely to be Covered Employees within the\nmeaning of Code Section 162(m) and regulations thereunder shall, if so\ndesignated by the Committee, constitute 'qualified performance-based\ncompensation' within the meaning of Code Section 162(m) and regulations\nthereunder. Accordingly, the terms of Sections 8(b), (c), (d) and (e), including\nthe definitions of Covered Employee and other terms used therein, shall be\ninterpreted in a manner consistent with Code Section 162(m) and regulations\nthereunder. The foregoing notwithstanding, because the Committee cannot\ndetermine with certainty whether a given Participant will be a Covered Employee\nwith respect to a fiscal year that has not yet been completed, the term Covered\nEmployee as used herein shall mean only a person designated by the Committee, at\nthe time of grant of Performance Awards or an Annual Incentive Award, as likely\nto be a Covered Employee with respect to that fiscal year. If any provision of\nthe Plan or any agreement relating to such Performance Awards or Annual\nIncentive Awards does not comply or is inconsistent with the requirements of\nCode Section 162(m) or regulations thereunder, such provision shall be construed\nor deemed amended to the extent necessary to conform to such requirements.\n\n         9.       Change in Control.\n\n                  (a) Effect of 'Change in Control.' If and to the extent\nprovided in the Award, in the event of a 'Change in Control,' as defined in\nSection 9(b), the following provisions shall apply:\n                           (i) Any Award carrying a right to exercise that was\n                  not previously exercisable and vested shall become fully\n                  exercisable and vested as of the time of the Change in\n                  Control, subject only to applicable restrictions set forth in\n                  Section 10(a) hereof;\n\n                            (ii) Limited SARs (and other SARs if so provided by\n                  their terms) shall become exercisable for amounts, in cash,\n                  determined by reference to the Change in Control Price;\n\n                           (iii) The restrictions, deferral of settlement, and\n                  forfeiture conditions applicable to any other Award granted\n                  under the Plan shall lapse and such Awards shall be deemed\n                  fully vested as of the time of the Change in Control, except\n                  to the \n\n\n                                       16\n\n\n                  extent of any waiver by the Participant and subject to\n                  applicable restrictions set forth in Section 10(a) hereof; and\n\n                           (iv) With respect to any such outstanding Award\n                  subject to achievement of performance goals and conditions\n                  under the Plan, such performance goals and other conditions\n                  will be deemed to be met if and to the extent so provided by\n                  the Committee in the Award agreement relating to such Award.\n\n                  (b)      Definition of 'Change in Control. A 'Change in \nControl' shall be deemed to have occurred upon:\n\n                           (i)      An  acquisition  by any Person of Beneficial\n                  Ownership of the shares of Common Stock of the Company then\n                  outstanding (the 'Company Common Stock Outstanding') or the\n                  voting securities of the Company then outstanding entitled to\n                  vote generally in the election of directors (the 'Company\n                  Voting Securities Outstanding') if such acquisition of\n                  Beneficial Ownership results in the Person's Beneficially\n                  Owning 25% or more of the Company Common Stock outstanding or\n                  25% or more of the combined voting power of the Company Voting\n                  Securities Outstanding; or\n\n                           (ii)     Approval by the shareholders of the Company\n                  of a reorganization, merger, consolidation or other form of\n                  corporate transaction or series of transactions, in each case,\n                  with respect to which persons who were the shareholders of the\n                  Company immediately prior to such reorganization, merger or\n                  consolidation or other transaction do not, immediately\n                  thereafter, own more than 50% of the combined voting power\n                  entitled to vote generally in the election of directors of the\n                  reorganized, merged or consolidated company's then outstanding\n                  voting securities, or a liquidation or dissolution of the\n                  Company or the sale of all or substantially all of the assets\n                  of the Company (unless such reorganization, merger,\n                  consolidation or other corporate transaction, liquidation,\n                  dissolution or sale (any such event being referred to as a\n                  'Corporate Transaction') is subsequently abandoned); or\n\n                           (iii)    A change in the composition of the Board \n                  such that individuals who, as of the date hereof, constitute\n                  the Board (as of the date hereof the 'Incumbent Board') cease\n                  for any reason to constitute at least a majority of the Board,\n                  provided that any person becoming a director subsequent to the\n                  date hereof whose election, or nomination for election by the\n                  Company's shareholders, was approved by a vote of at least a\n                  majority of the directors then comprising the Incumbent Board\n                  (other than an election or nomination of an individual whose\n                  initial assumption of office is in connection with an actual\n                  or threatened election contest relating to the election of the\n                  Directors of the Company, as such terms are used in Rule\n                  14a-11 of Regulation 14A promulgated under the Securities\n                  Exchange Act) shall be, for purposes of this Agreement,\n                  considered as though such person were a member of the\n                  Incumbent Board.\n\n         Notwithstanding the provisions set forth in subparagraphs (i) and (ii)\nof this Section 9(b), any acquisition or consummation of a Corporate Transaction\nunanimously approved by the Incumbent Board shall not constitute a Change in\nControl for purposes of the Plan.\n\n                  (c) Definition of 'Change in Control Price.' The 'Change in\nControl Price' means an amount in cash equal to the higher of (i) the amount of\ncash and fair market value of \n\n\n                                       17\n\n\nproperty that is the highest price per share paid (including extraordinary\ndividends) in any Corporate Transaction triggering the Change in Control under\nSection 9(b)(i) hereof or any liquidation of shares following a sale of\nsubstantially all of the assets of the Company, or (ii) the highest Fair Market\nValue per share at any time during the 60-day period preceding and the 60-day\nperiod following the Change in Control.\n\n         10.      General Provisions.\n\n                  (a) Compliance With Legal and Other Requirements. The Company\nmay, to the extent deemed necessary or advisable by the Committee or the Board,\npostpone the issuance or delivery of Stock or payment of other benefits under\nany Award until completion of such registration or qualification of such Stock\nor other required action under any federal or state law, rule or regulation,\nlisting or other required action with respect to any stock exchange or automated\nquotation system upon which the Stock or other Company securities are listed or\nquoted, or compliance with any other obligation of the Company, as the Committee\nor the Board, may consider appropriate, and may require any Participant to make\nsuch representations, furnish such information and comply with or be subject to\nsuch other conditions as it may consider appropriate in connection with the\nissuance or delivery of Stock or payment of other benefits in compliance with\napplicable laws, rules, and regulations, listing requirements, or other\nobligations. The foregoing notwithstanding, in connection with a Change in\nControl, the Company shall take or cause to be taken no action, and shall\nundertake or permit to arise no legal or contractual obligation, that results or\nwould result in any postponement of the issuance or delivery of Stock or payment\nof benefits under any Award or the imposition of any other conditions on such\nissuance, delivery or payment, to the extent that such postponement or other\ncondition would represent a greater burden on a Participant than existed on the\n90th day preceding the Change in Control.\n\n                  (b) Limits on Transferability; Beneficiaries. No Award or\nother right or interest of a Participant under the Plan, including any Award or\nright which constitutes a derivative security as generally defined in Rule\n16a-1(c) under the Exchange Act, shall be pledged, hypothecated or otherwise\nencumbered or subject to any lien, obligation or liability of such Participant\nto any party (other than the Company or a Subsidiary), or assigned or\ntransferred by such Participant otherwise than by will or the laws of descent\nand distribution or to a Beneficiary upon the death of a Participant, and such\nAwards or rights that may be exercisable shall be exercised during the lifetime\nof the Participant only by the Participant or his or her guardian or legal\nrepresentative, except that Awards and other rights (other than ISOs and SARs in\ntandem therewith) may be transferred to one or more Beneficiaries or other\ntransferees during the lifetime of the Participant, and may be exercised by such\ntransferees in accordance with the terms of such Award, but only if and to the\nextent such transfers and exercises are permitted by the Committee or the Board\npursuant to the express terms of an Award agreement (subject to any terms and\nconditions which the Committee or the Board may impose thereon, and further\nsubject to any prohibitions or restrictions on such transfers pursuant to Rule\n16b-3). A Beneficiary, transferee, or other person claiming any rights under the\nPlan from or through any Participant shall be subject to all terms and\nconditions of the Plan and any Award agreement applicable to such Participant,\nexcept as otherwise determined by the Committee or the Board, and to any\nadditional terms and conditions deemed necessary or appropriate by the Committee\nor the Board.\n\n\n\n                                       18\n\n\n                  (c) Adjustments. In the event that any dividend or other\ndistribution (whether in the form of cash, Stock, or other property),\nrecapitalization, forward or reverse split, reorganization, merger,\nconsolidation, spin-off, combination, repurchase, share exchange, liquidation,\ndissolution or other similar corporate transaction or event affects the Stock\nsuch that a substitution or adjustment is determined by the Committee or the\nBoard to be appropriate in order to prevent dilution or enlargement of the\nrights of Participants under the Plan, then the Committee or the Board shall, in\nsuch manner as it may deem equitable, substitute or adjust any or all of (i) the\nnumber and kind of shares of Stock which may be delivered in connection with\nAwards granted thereafter, (ii) the number and kind of shares of Stock by which\nannual per-person Award limitations are measured under Section 5 hereof, (iii)\nthe number and kind of shares of Stock subject to or deliverable in respect of\noutstanding Awards and (iv) the exercise price, grant price or purchase price\nrelating to any Award and\/or make provision for payment of cash or other\nproperty in respect of any outstanding Award. In addition, the Committee (and\nthe Board if and only to the extent such authority is not required to be\nexercised by the Committee to comply with Code Section 162(m)) is authorized to\nmake adjustments in the terms and conditions of, and the criteria included in,\nAwards (including Performance Awards and performance goals, and Annual Incentive\nAwards and any Annual Incentive Award pool or performance goals relating\nthereto) in recognition of unusual or nonrecurring events (including, without\nlimitation, events described in the preceding sentence, as well as acquisitions\nand dispositions of businesses and assets) affecting the Company, any Subsidiary\nor any business unit, or the financial statements of the Company or any\nSubsidiary, or in response to changes in applicable laws, regulations,\naccounting principles, tax rates and regulations or business conditions or in\nview of the Committee's assessment of the business strategy of the Company, any\nSubsidiary or business unit thereof, performance of comparable organizations,\neconomic and business conditions, personal performance of a Participant, and any\nother circumstances deemed relevant; provided that no such adjustment shall be\nauthorized or made if and to the extent that such authority or the making of\nsuch adjustment would cause Options, SARs, Performance Awards granted under\nSection 8(b) hereof or Annual Incentive Awards granted under Section 8(c) hereof\nto Participants designated by the Committee as Covered Employees and intended to\nqualify as 'performance-based compensation' under Code Section 162(m) and the\nregulations thereunder to otherwise fail to qualify as 'performance-based\ncompensation' under Code Section 162(m) and regulations thereunder.\n\n                  (d) Taxes. The Company and any Subsidiary is authorized to\nwithhold from any Award granted, any payment relating to an Award under the\nPlan, including from a distribution of Stock, or any payroll or other payment to\na Participant, amounts of withholding and other taxes due or potentially payable\nin connection with any transaction involving an Award, and to take such other\naction as the Committee or the Board may deem advisable to enable the Company\nand Participants to satisfy obligations for the payment of withholding taxes and\nother tax obligations relating to any Award. This authority shall include\nauthority to withhold or receive Stock or other property and to make cash\npayments in respect thereof in satisfaction of a Participant's tax obligations,\neither on a mandatory or elective basis in the discretion of the Committee.\n\n                  (e) Changes to the Plan and Awards. The Board may amend,\nalter, suspend, discontinue or terminate the Plan, or the Committee's authority\nto grant Awards under the Plan\n\n\n                                       19\n\n\nwithout the consent of stockholders or Participants, except that any amendment\nor alteration to the Plan shall be subject to the approval of the Company's\nstockholders not later than the annual meeting next following such Board action\nif such stockholder approval is required by any federal or state law or\nregulation (including, without limitation, Rule 16b-3 or Code Section 162(m)) or\nthe rules of any stock exchange or automated quotation system on which the Stock\nmay then be listed or quoted, and the Board may otherwise, in its discretion,\ndetermine to submit other such changes to the Plan to stockholders for approval;\nprovided that, without the consent of an affected Participant, no such Board\naction may materially and adversely affect the rights of such Participant under\nany previously granted and outstanding Award; provided, further, that the\nprovisions of Section 6(b)(v) (relating to Option repricing) may not be amended\nwithout stockholder approval. The Committee or the Board may waive any\nconditions or rights under, or amend, alter, suspend, discontinue or terminate\nany Award theretofore granted and any Award agreement relating thereto, except\nas otherwise provided in the Plan; provided that, without the consent of an\naffected Participant, no such Committee or the Board action may materially and\nadversely affect the rights of such Participant under such Award.\nNotwithstanding anything in the Plan to the contrary, if any right under this\nPlan would cause a transaction to be ineligible for pooling of interest\naccounting that would, but for the right hereunder, be eligible for such\naccounting treatment, the Committee or the Board may modify or adjust the right\nso that pooling of interest accounting shall be available, including the\nsubstitution of Stock having a Fair Market Value equal to the cash otherwise\npayable hereunder for the right which caused the transaction to be ineligible\nfor pooling of interest accounting. Notwithstanding anything herein to the\ncontrary, the provisions of Section 6(b)(iv) of this Plan which govern formula\ngrants of Options to Non-Employee Directors, shall not be amended more than once\nevery six months other than to comport with changes to the Code or the rules\npromulgated thereunder or the Employee Retirement Income Security Act of 1974,\nas amended, or the rules promulgated thereunder, or with rules promulgated by\nthe Securities and Exchange Commission, unless such limit on amendments is not\nrequired under Rule 16b-3 or other applicable law.\n\n                  (f) Limitation on Rights Conferred Under Plan. Neither the\nPlan nor any action taken hereunder shall be construed as (i) giving any\nEligible Person or Participant the right to continue as an Eligible Person or\nParticipant or in the employ of the Company or a Subsidiary; (ii) interfering in\nany way with the right of the Company or a Subsidiary to terminate any Eligible\nPerson's or Participant's employment at any time, (iii) giving an Eligible\nPerson or Participant any claim to be granted any Award under the Plan or to be\ntreated uniformly with other Participants and employees, or (iv) conferring on a\nParticipant any of the rights of a stockholder of the Company unless and until\nthe Participant is duly issued or transferred shares of Stock in accordance with\nthe terms of an Award.\n\n                  (g) Unfunded Status of Awards; Creation of Trusts. The Plan is\nintended to constitute an 'unfunded' plan for incentive and deferred\ncompensation. With respect to any payments not yet made to a Participant or\nobligation to deliver Stock pursuant to an Award, nothing contained in the Plan\nor any Award shall give any such Participant any rights that are greater than\nthose of a general creditor of the Company; provided that the Committee may\nauthorize the creation of trusts and deposit therein cash, Stock, other Awards\nor other property, or make other arrangements to meet the Company's obligations\nunder the Plan. Such trusts or other arrangements shall be consistent with the\n'unfunded' status of the Plan unless the \n\n\n                                       20\n\n\nCommittee otherwise determines with the consent of each affected Participant.\nThe trustee of such trusts may be authorized to dispose of trust assets and\nreinvest the proceeds in alternative investments, subject to such terms and\nconditions as the Committee or the Board may specify and in accordance with\napplicable law.\n\n                  (h) Nonexclusivity of the Plan. Neither the adoption of the\nPlan by the Board nor its submission to the stockholders of the Company for\napproval shall be construed as creating any limitations on the power of the\nBoard or a committee thereof to adopt such other incentive arrangements as it\nmay deem desirable including incentive arrangements and awards which do not\nqualify under Code Section 162(m).\n\n                  (i) Payments in the Event of Forfeitures; Fractional Shares.\nUnless otherwise determined by the Committee or the Board, in the event of a\nforfeiture of an Award with respect to which a Participant paid cash or other\nconsideration, the Participant shall be repaid the amount of such cash or other\nconsideration. No fractional shares of Stock shall be issued or delivered\npursuant to the Plan or any Award. The Committee or the Board shall determine\nwhether cash, other Awards or other property shall be issued or paid in lieu of\nsuch fractional shares or whether such fractional shares or any rights thereto\nshall be forfeited or otherwise eliminated.\n\n                  (j) Governing Law. The validity, construction and effect of\nthe Plan, any rules and regulations under the Plan, and any Award agreement\nshall be determined in accordance with the laws of the State of Delaware without\ngiving effect to principles of conflicts of laws, and applicable federal law.\n\n                  (k) Plan Effective Date and Stockholder Approval; Termination\nof Plan. The Plan shall become effective on the Effective Date, subject to\nsubsequent approval within 12 months of its adoption by the Board by\nstockholders of the Company eligible to vote in the election of directors, by a\nvote sufficient to meet the requirements of Code Sections 162(m) and 422, Rule\n16b-3 under the Exchange Act, applicable stock exchange requirements, and other\nlaws, regulations, and obligations of the Company applicable to the Plan. Awards\nmay be granted subject to stockholder approval, but may not be exercised or\notherwise settled in the event stockholder approval is not obtained. The Plan\nshall terminate at such time as no shares of Common Stock remain available for\nissuance under the Plan and the Company has no further rights or obligations\nwith respect to outstanding Awards under the Plan.\n\n\n                                       21\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8900],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9539,9546],"class_list":["post-38273","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sportslinecom-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-compensation","corporate_contracts_types-compensation__incentive"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/38273","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=38273"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38273"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38273"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38273"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}