{"id":38353,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/1999-long-term-incentive-plan-world-wrestling-federation.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"1999-long-term-incentive-plan-world-wrestling-federation","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/1999-long-term-incentive-plan-world-wrestling-federation.html","title":{"rendered":"1999 Long-Term Incentive Plan &#8211; World Wrestling Federation Entertainment Inc."},"content":{"rendered":"<pre> \n               World Wrestling Federation Entertainment, Inc.\n\n                         1999 Long-Term Incentive Plan\n\n\n                                   Article I\n\n                       Purpose and Adoption of the Plan\n\n     1.01 Purpose. The purpose of the World Wrestling Federation Entertainment,\nInc., 1999 Long-Term Incentive Plan (as the same may be amended from time to\ntime, the 'Plan') is to assist World Wrestling Federation Entertainment, Inc., a\nDelaware corporation (the 'Company') and its Subsidiaries (as defined below) in\nattracting and retaining highly competent key employees, directors, consultants\nand performers and to act as an incentive in motivating selected key employees,\ndirectors, consultants and performers of the Company and its Subsidiaries (as\ndefined below) to achieve long-term corporate objectives.\n\n     1.02 Adoption and Term. The Plan has been approved by the Board of\nDirectors of the Company (the 'Board') and the stockholders of the Company to be\neffective as of the effective date of Company's Registration Statement on Form\nS-1, as filed with the Securities Exchange Commission in connection with the\ninitial public offering of the Company's Common Stock (the 'Effective Date').\nThe Plan shall remain in effect until terminated by action of the Board;\nprovided, however, that no Incentive Stock Option (as defined below) may be\ngranted hereunder after the tenth anniversary of the Effective Date and the\nprovisions of Articles VII and VIII with respect to performance-based awards to\n'covered employees' under Section 162(m) of the Code (as defined below) shall\nexpire as of the fifth anniversary of the Effective Date.\n\n\n                                   Article II\n\n                                  Definitions\n\n     For the purposes of this Plan, capitalized terms shall have the following\nmeanings:\n\n     2.01 Accelerated Ownership Options shall have the meaning given to such\nterm in Section 6.03.\n\n     2.02 Acquiring Corporation shall have the meaning given to such term in\nSection 9.08(b).\n\n     2.03 Award means any grant to a Participant of one or a combination of Non-\nQualified Stock Options or Incentive Stock Options described in Article VI,\nStock Appreciation Rights described in Article VI, Restricted Shares described\nin Article VII and Performance Awards described in Article VIII.\n\n     2.04 Award Agreement means a written agreement between the Company and a\nParticipant or a written notice from the Company to a Participant specifically\nsetting forth the terms and conditions of an Award granted under the Plan.\n\n \n     2.05 Award Period means, with respect to an Award, the period of time set\nforth in the Award Agreement during which specified target performance goals\nmust be achieved or other conditions set forth in the Award Agreement must be\nsatisfied.\n\n     2.06 Beneficiary means an individual, trust or estate who or which, by a\nwritten designation of the Participant filed with the Company or by operation of\nlaw, succeeds to the rights and obligations of the Participant under the Plan\nand an Award Agreement upon the Participant's death.\n\n     2.07 Board shall have the meaning given to such term in Section 1.02.\n\n     2.08 Change in Control means the first to occur of the following events\nafter the Effective Date: (a) the acquisition in one or more transactions, other\nthan from the Company, by any individual, entity or 'group' (within the meaning\nof Section 13(d)(3) or 14(d)(2) of the Exchange Act) of beneficial ownership\n(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 30% or\nmore of the combined voting power of all outstanding Company Voting Securities;\n                                                                               \nprovided, however, that the following shall not constitute a Change in Control:\n--------  -------                                                              \nany acquisition by (1) the Company or any of its subsidiaries, any employee\nbenefit plan (or related trust) sponsored or maintained by the Company or any of\nits subsidiaries, or (2) any corporation with respect to which, following such\nacquisition, more than 70% of the combined voting power of the then outstanding\nvoting securities of such corporation entitled to vote generally in the election\nof directors is then beneficially owned, directly or indirectly, by all or\nsubstantially all of the individuals and entities who were the beneficial owners\nof the Company Voting Securities immediately prior to such acquisition in\nsubstantially the same proportion as their ownership, immediately prior to such\nacquisition, of the Company Voting Securities; or; (b) approval by the\nstockholders of the Company of a reorganization, merger or consolidation,\nunless, following such reorganization, merger or consolidation, all or\nsubstantially all of the individuals and entities who were the beneficial owners\nof the Company Voting Securities immediately prior to such reorganization,\nmerger or consolidation, following such reorganization, merger or consolidation\nbeneficially own, directly or indirectly, more than 70% of the combined voting\npower of the then outstanding voting securities entitled to vote generally in\nthe election of directors of the corporation resulting from such reorganization,\nmerger or consolidation in substantially the same proportion as their ownership\nof the Company Voting Securities immediately prior to such reorganization,\nmerger or consolidation, as the case may be; or (c) the liquidation or\ndissolution of the Company; (d) the sale, transfer or other disposition of all\nor substantially all of the assets of the Company to one or more persons or\nentities that are not, immediately prior to such sale, transfer or other\ndisposition, affiliates of the Company; and (e) during any period of not more\nthan two years, individuals who constitute the Board as of the beginning of the\nperiod and any new director (other than a director designated by a person who\nhas entered into an agreement with the Company to effect a transaction described\nin clause (a) or (b) of this sentence) whose election by the Board or nomination\nfor election by the Company's stockholders was approved by a vote of at least\ntwo-thirds (2\/3) of the directors then still in office who were directors at\nsuch time or whose election or nomination for election was previously so\napproved, cease for any reason to constitute a majority of the Board.\nNotwithstanding the foregoing, a Change in Control shall not be deemed to have\noccurred solely as a result of any transaction as provided in subsection (a) or\n(b) above following which Vincent K. McMahon and his family (as defined in\nSection 267(c)(4) of the Code) retain beneficial ownership of voting securities\nof, as applicable, the Company, its successor or the ultimate parent corporation\nor other entity of the chain of corporations or other entities which includes\nthe \n\n                                       2\n\n \nCompany or its successor, representing voting power that is equal to or greater\nthan that of any other individual, entity or group.\n\n     2.09 Code means the Internal Revenue Code of 1986, as amended. References\nto a section of the Code include that section and any comparable section or\nsections of any future legislation that amends, supplements or supersedes said\nsection.\n\n     2.10 Committee means the Compensation Committee of the Board.\n\n     2.11 Company shall have the meaning given to such term in Section 1.01.\n\n     2.12 Common Stock means Class A Common Stock, par value $.01 per share, of\nthe Company.\n\n     2.13 Company Voting Securities means the combined voting power of all\noutstanding securities of the Company entitled to vote generally in the election\nof directors of the Company.\n\n     2.14 Date of Grant means the date as of which the Committee grants an\nAward. If the Committee contemplates an immediate grant to a Participant, the\nDate of Grant shall be the date of the Committee's action. If the Committee\ncontemplates a date on which the grant is to be made other than the date of the\nCommittee's action, the Date of Grant shall be the date so contemplated and set\nforth in or determinable from the records of action of the Committee; provided,\nhowever, that the Date of Grant shall not precede the date of the Committee's\naction.\n\n     2.15 Effective Date shall have the meaning given to such term in Section\n1.02.\n\n     2.16 Exchange Act means the Securities Exchange Act of 1934, as amended.\n\n     2.17 Exercise Price means, with respect to a Stock Appreciation Right, the\namount established by the Committee in the related Award Agreement as the amount\nto be subtracted from the Fair Market Value on the date of exercise in order to\ndetermine the amount of the payment to be made to the Participant, as further\ndescribed in Section  6.01(b).\n\n     2.18 Extraordinary Termination shall have the meaning given to such term in\nSection 6.02(e).\n\n     2.19 Fair Market Value means, as of any applicable date, the closing price\nper share of the Common Stock , as of any given date, on such national\nsecurities exchange on which the Common Stock is admitted to trade, or, if none,\non the National Association of Securities Dealers Automated Quotation System\n('NASDAQ') if the Common Stock is admitted for quotation thereon; provided,\nhowever, if there were no sales reported as of such date, Fair Market Value\nshall be computed as of the last date preceding such date on which a sale was\nreported; provided, further, that if any such exchange or quotation system is\nclosed on any day on which Fair Market Value is to be determined, Fair Market\nValue shall be determined as of the first date immediately preceding such date\non which such exchange or quotation system was open for trading. In the event\nthe Common Stock is not admitted to trade on a securities exchange or quoted on\nNASDAQ, the Fair Market Value as of any given date shall be as determined in\ngood faith by the Committee.\n\n                                       3\n\n \n     2.20 Incentive Stock Option means a stock option within the meaning of\nSection 422 of the Code.\n\n     2.21 Merger means any merger, reorganization, consolidation, share\nexchange, transfer of assets or other transaction having similar effect\ninvolving the Company.\n\n     2.22 Non-Qualified Stock Option means a stock option which is not an\nIncentive Stock Option.\n\n     2.23 Options means all Non-Qualified Stock Options and Incentive Stock\nOptions granted at any time under the Plan.\n\n     2.24 Original Option shall have the meaning given to such term in Section\n6.03.\n\n     2.25 Participant means a person designated to receive an Award under the\nPlan in accordance with Section 5.01.\n\n     2.26 Performance Awards means Awards granted in accordance with Article\nVIII.\n\n     2.27 Permanent Disability means a physical or mental disability or\ninfirmity that prevents the performance of a Participant's services for the\nCompany and its Subsidiaries lasting (or likely to last, based on competent\nmedical evidence presented to the Board) for a period of six months or longer.\nThe Board's reasoned and good faith judgment of Permanent Disability shall be\nfinal and shall be based on such competent medical evidence as shall be\npresented to it by such Participant or by any physician or group of physicians\nor other competent medical expert employed by the Participant or the Company to\nadvise the Board.\n\n     2.28 Plan shall have the meaning given to such term in Section 1.01.\n\n     2.29 Purchase Price, with respect to Options, shall have the meaning set\nforth in Section 6.01(b).\n\n     2.30 Restricted Shares means Common Stock subject to restrictions imposed\nin connection with Awards granted under Article VII.\n\n     2.31 Retirement means a Participant's retirement at or after age 65.\n\n     2.32 Stock Appreciation Rights means Awards granted in accordance with\nArticle VI.\n\n     2.33 Subsidiary means a subsidiary of the Company within the meaning of\nSection 424(f) of the Code.\n\n     2.34 Termination of Services means the voluntary or involuntary termination\nof a Participant's employment, independent contractor or other service\nrelationship with the Company or a Subsidiary for any reason, including death,\ndisability or retirement (in the case of employees). Whether entering military\nor other government service shall constitute Termination of Services, or whether\na Termination of Services shall occur as a result of disability, shall be\ndetermined in each case by the Committee in its sole discretion.\n\n                                       4\n\n \n                                  Article III\n\n                                Administration\n\n     3.01 Committee. The Plan shall be administered by the Committee. The\nCommittee shall have exclusive and final authority in each determination,\ninterpretation or other action affecting the Plan and its Participants. The\nCommittee shall have the sole discretionary authority to interpret the Plan, to\nestablish and modify administrative rules for the Plan, to impose such\nconditions and restrictions on Awards as it determines appropriate, and to take\nsuch steps in connection with the Plan and Awards granted hereunder as it may\ndeem necessary or advisable. The Committee may delegate such of its powers and\nauthority under the Plan as it deems appropriate to designated officers or\nemployees of the Company. In addition, the Board may exercise any of the\nauthority conferred upon the Committee hereunder. In the event of any such\ndelegation of authority or exercise of authority by the Board, references in the\nPlan to the Committee shall be deemed to refer to the delegate of the Committee\nor the Board, as the case may be.\n\n\n                                  Article IV\n\n                                   Shares\n\n     4.01 Number of Shares Issuable. The total number of shares of Common Stock\nauthorized to be issued under the Plan shall be [15% of the fully diluted shares\nof Common Stock] shares. The number of shares available for issuance under the\nPlan shall be subject to adjustment in accordance with Section 9.08. The shares\nto be offered under the Plan shall be authorized and unissued shares of Common\nStock, or issued shares of Common Stock which will have been reacquired by the\nCompany.\n\n     4.02 Shares Subject to Terminated Awards. Shares of Common Stock covered by\nany unexercised portions of terminated Options (including canceled Options)\ngranted under Article VI, shares of Common Stock forfeited as provided in\nSection 7.02(a) and shares of Common Stock subject to any Award that are\notherwise surrendered by a Participant or terminated may be subject to new\nAwards under the Plan. If any shares of Common Stock are withheld from those\notherwise issuable or are tendered to the Company, by attestation or otherwise,\nin connection with the exercise of an Option, only the net number of shares of\nCommon Stock issued as a result of such exercise shall be deemed delivered for\npurposes of determining the maximum number of shares available for delivery\nunder the Plan. Shares of Common Stock subject to Options, or portions thereof,\nthat have been surrendered in connection with the exercise of Stock Appreciation\nRights shall not be available for subsequent Awards under the Plan, but shares\nof Common Stock issued in payment of such Stock Appreciation Rights shall not be\ncharged against the number of shares of Common Stock available for the grant of\nAwards hereunder.\n\n\n\n                                   Article V\n\n                                 Participation\n\n     5.01 Eligible Participants. Participants in the Plan shall be such key\nemployees, directors, consultants and performers of the Company and its\nSubsidiaries as the\n\n                                       5\n\n \nCommittee, in its sole discretion, may designate from time to time. The\nCommittee's designation of a Participant in any year shall not require the\nCommittee to designate such person to receive Awards in any other year. The\ndesignation of a Participant to receive an Award under one portion of the Plan\ndoes not require the Committee to include such Participant under other portions\nof the Plan. The Committee shall consider such factors as it deems pertinent in\nselecting Participants and in determining the types and amounts of their\nrespective Awards. Subject to adjustment in accordance with Section 9.08, during\nany calendar year no Participant shall be granted Awards in respect of more than\n[3% of the fully diluted shares of Common Stock] shares of Common Stock (whether\nthrough grants of Options or Stock Appreciation Rights or other Awards of Common\nStock or rights with respect thereto).\n\n\n                                  Article VI\n\n                  Stock Options and Stock Appreciation Rights\n\n6.01 Option Awards.\n\n       (a) Grant of Options. The Committee may grant, to such Participants as\nthe Committee may select, Options entitling the Participants to purchase shares\nof Common Stock from the Company in such numbers, at such prices, and on such\nterms and subject to such conditions, not inconsistent with the terms of the\nPlan, as may be established by the Committee. The terms of any Option granted\nunder the Plan shall be set forth in an Award Agreement.\n\n       (b) Purchase Price of Options. The exercise price of each share of Common\nStock which may be purchased upon exercise of any Option granted under the Plan\n(the 'Purchase Price') shall be determined by the Committee; provided, however,\nthat, except in the case of any substituted Options described in Section\n9.08(c), the Purchase Price of Incentive Stock Options shall in all cases be\nequal to or greater than the Fair Market Value on the Date of Grant.\n\n       (c) Designation of Options. Except as otherwise expressly provided in the\nPlan, the Committee may designate, at the time of the grant of an Option, such\nOption as an Incentive Stock Option or a Non-Qualified Stock Option; provided,\nhowever, that an Option may be designated as an Incentive Stock Option only if\nthe applicable Participant is an employee of the Company or a Subsidiary on the\nDate of Grant.\n\n       (d) Special Incentive Stock Option Rules. No Participant may be granted\nIncentive Stock Options under the Plan (or any other plans of the Company and\nits Subsidiaries) that would result in Incentive Stock Options to purchase\nshares of Common Stock with an aggregate Fair Market Value (measured on the Date\nof Grant) of more than $100,000 first becoming exercisable by such Participant\nin any one calendar year. Notwithstanding any other provision of the Plan to the\ncontrary, no Incentive Stock Option shall be granted to any person who, at the\ntime the Option is granted, owns stock (including stock owned by application of\nthe constructive ownership rules in Section 424(d) of the Code) possessing more\nthan 10% of the total combined voting power of all classes of stock of the\nCompany or any Subsidiary, unless at the time the Incentive Stock Option is\ngranted the Purchase Price is at least 110% of the Fair Market Value on the Date\nof Grant of the Common Stock subject to the Incentive Stock Option and the\nIncentive Stock Option by its terms is not exercisable for more than five (5)\nyears from the Date of Grant.\n\n                                       6\n\n \n     (e) Rights as a Stockholder. A Participant or a transferee of an Option\npursuant to Section 9.04 shall have no rights as a stockholder with respect to\nthe shares of Common Stock covered by an Option until that Participant or\ntransferee shall have become the holder of record of any such shares, and no\nadjustment shall be made with respect to any such shares of Common Stock for\ndividends in cash or other property or distributions of other rights on the\nCommon Stock for which the record date is prior to the date on which that\nParticipant or transferee shall have become the holder of record of any shares\ncovered by such Option; provided, however, that Participants are entitled to the\nadjustments set forth in Section 9.08.\n\n6.02 Stock Appreciation Rights.\n\n     (a) Stock Appreciation Right Awards. The Committee is authorized to grant\nto any Participant one or more Stock Appreciation Rights. Such Stock\nAppreciation Rights may be granted either independent of or in tandem with\nOptions granted to the same Participant. Stock Appreciation Rights granted in\ntandem with Options may be granted simultaneously with, or, in the case of Non-\nQualified Stock Options, subsequent to, the grant to such Participant of the\nrelated Options; provided, however, that: (i) any Option covering any share of\nCommon Stock shall expire and not be exercisable upon the exercise of any Stock\nAppreciation Right with respect to the same share, (ii) any Stock Appreciation\nRight covering any share of Common Stock shall expire and not be exercisable\nupon the exercise of any Option with respect to the same share, and (iii) an\nOption and a Stock Appreciation Right covering the same share of Common Stock\nmay not be exercised simultaneously. Upon exercise of a Stock Appreciation Right\nwith respect to a share of Common Stock, the Participant shall be entitled to\nreceive an amount equal to the excess, if any, of (A) the Fair Market Value of a\nshare of Common Stock on the date of exercise over (B) the Exercise Price of\nsuch Stock Appreciation Right established in the Award Agreement, which amount\nshall be payable as provided in Section 6.02(c).\n\n     (b) Exercise Price. The Exercise Price established for any Stock\nAppreciation Right granted under this Plan shall be determined by the Committee,\nbut in the case of Stock Appreciation Rights granted in tandem with Options\nshall not be less than the Purchase Price of the related Options. Upon exercise\nof Stock Appreciation Rights, the number of shares issuable upon exercise under\nany related Options shall automatically be reduced by the number of shares of\nCommon Stock represented by such Options which are surrendered as a result of\nthe exercise of such Stock Appreciation Rights.\n\n     (c) Payment of Incremental Value. Any payment that may become due from the\nCompany by reason of a Participant's exercise of a Stock Appreciation Right may\nbe paid to the Participant as determined by the Committee (i) all in cash, (ii)\nall in Common Stock, or (iii) in any combination of cash and Common Stock. In\nthe event that all or a portion of the payment is to be made in Common Stock,\nthe number of shares of Common Stock to be delivered in satisfaction of such\npayment shall be determined by dividing the amount of such payment or portion\nthereof by the Fair Market Value on the date of exercise . No fractional share\nof Common Stock shall be issued to make any payment in respect of Stock\nAppreciation Rights; if any fractional share would otherwise be issuable, the\ncombination of cash and Common Stock payable to a Participant shall be adjusted\nas directed by the Committee to avoid the issuance of any fractional share.\n\n                                       7\n\n \n6.03 Terms of Stock Options and Stock Appreciation Rights\n\n       (a) Conditions on Exercise. An Award Agreement with respect to Options\nand\/or Stock Appreciation Rights may contain such waiting periods, exercise\ndates and restrictions on exercise (including, but not limited to, periodic\ninstallments) as may be determined by the Committee at the time of grant.\n\n       (b) Duration of Options and Stock Appreciation Rights. Options and Stock\nAppreciation Rights shall terminate after the first to occur of the following\nevents:\n\n              (i)   Expiration of the Option or Stock Appreciation Right as\n       provided in the related Award Agreement; or\n\n              (ii)  Termination of the Award as provided in Section 6.03(e)\n       following the Participant's Termination of Services; or\n\n              (iii) Ten years from the Date of Grant.\n\n       (c) Acceleration of Exercise Time. The Committee, in its sole discretion,\nshall have the right (but shall not in any case be obligated), exercisable at\nany time after the Date of Grant, to permit the exercise of any Option or Stock\nAppreciation Right prior to the time such Option or Stock Appreciation Right\nwould otherwise become exercisable under the terms of the related Award\nAgreement.\n\n       (d) Extension of Exercise Time. In addition to the extensions permitted\nunder Section 6.03(e) in the event of Termination of Services, the Committee, in\nits sole discretion, shall have the right (but shall not in any case be\nobligated), exercisable on or at any time after the Date of Grant, to permit the\nexercise of any Option or Stock Appreciation Right after its expiration date\ndescribed in Section 6.03(e), subject, however, to the limitations described in\nSections 6.03(b)(i) and (iii).\n\n       (e) Exercise of Options Or Stock Appreciation Rights Upon Termination of\nServices.\n\n              (i)  Extraordinary Termination. Unless otherwise provided in the\n       Award Agreement or otherwise determined by the committee at the Date of\n       Grant, in the event that a Participant's Termination of Services by\n       reason of the Participant's death, permanent Disability or, only in the\n       case of employees, Retirement (each an 'Extraordinary Termination'), any\n       Options or Stock Appreciation Rights held by the Participant and then\n       exercisable shall remain exercisable solely until the first to occur of\n       (i) the first anniversary of the Participant's Termination of Services or\n       (ii) the expiration of the term of the Option or Stock Appreciation Right\n       unless the exercise period is extended by the Committee in accordance\n       with Section 6.03(d). Any Options held by the Participant that are not\n       exercisable at the date of the Extraordinary Termination shall terminate\n       and be cancelled immediately upon such Extraordinary Termination, and any\n       Options or Stock Appreciation Rights described in the preceding sentence\n       that are not exercised within the period described in such sentence shall\n       terminate and be cancelled upon the expiration of such period.\n\n              (ii) Other Termination of Services. Unless otherwise provided in\n       the Award Agreement or otherwise determined by the Committee at or after\n       the Date of Grant, in the\n\n                                       8\n\n \n     event of a Participant's Termination of Services for any reason other than\n     an Extraordinary Termination, any Options or Stock Appreciation Rights held\n     by such Participant that are exercisable as of the date of such termination\n     shall remain exercisable for a period of five (5) business days (or, if\n     shorter, during the remaining term of the Options or Stock Appreciation\n     Rights), unless the exercise period is extended by the Committee in\n     accordance with Section 6.03(d). Any Options or Stock Appreciation Rights\n     held by the Participant that are not exercisable at the date of the\n     Participant's Termination of Services shall terminate and be cancelled\n     immediately upon such termination, and any Options or Stock Appreciation\n     Rights described in the preceding sentence that are not exercised within\n     the period described in such sentence shall terminate and be cancelled upon\n     the expiration of such period.\n\n     6.04 Accelerated Ownership Options. With respect to any Option or any stock\noption granted under the terms of one of the Prior Plans or otherwise (an\n'Original Option'), the Committee may, but shall in no case be required to,\nspecify, at or after the time of grant of such Original Option, that, subject to\nthe availability of shares of Common Stock under the Plan, a Participant shall\nbe granted a new option (referred to as an 'Accelerated Ownership Option') in\nthe event (i) such Participant exercises all or a part of such Original Option\nby surrendering previously acquired shares of Common Stock in full or partial\npayment of the exercise price under such Original Option, and\/or (ii) a\nParticipant's withholding tax obligation with respect to the exercise of an\nOriginal Option is satisfied in whole or in part by the delivery of previously\nacquired shares of Common Stock by the Participant to the Company or the\nwithholding of shares of Common Stock from the shares otherwise issuable to the\nParticipant upon the exercise of the Original Option. Each such Accelerated\nOwnership Option shall cover a number of shares of Common Stock equal to the\nnumber of shares of Common Stock surrendered in payment of the exercise price\nunder such Original Option and\/or surrendered or withheld to pay withholding\ntaxes with respect to such Original Option. Each such Accelerated Ownership\nOption shall have a Purchase Price per share of Common Stock equal to the Fair\nMarket Value of the Common Stock on the date of exercise of the Original Option\nin respect of which the Accelerated Ownership Option was granted and shall\nexpire on the stated expiration date of the Original Option. An Accelerated\nOwnership Option shall be exercisable at any time and from time to time from and\nafter the Date of Grant of such Accelerated Ownership Option, subject to such\nrestrictions on exercisability as may be imposed in the discretion of the\nCommittee. Any Accelerated Ownership Option may provide for the grant, when\nexercised, of subsequent Accelerated Ownership Options to the extent and upon\nsuch terms and conditions, consistent with this Section 6.04, as the Committee\nin its sole discretion shall specify at or after the time of grant of such\nAccelerated Ownership Option. An Accelerated Ownership Option shall contain such\nother terms and conditions, which may include a restriction on the\ntransferability of the shares of Common Stock received upon exercise of the\nAccelerated Ownership Option, as the Committee in its sole discretion shall deem\ndesirable and which may be set forth in rules or guidelines adopted by the\nCommittee or in the Award Agreements evidencing the Accelerated Ownership\nOptions.\n\n     6.05 Exercise Procedures. Each Option or Stock Appreciation Right granted\nunder the Plan shall be exercised by written notice to the Company which must be\nreceived by the officer or employee of the Company designated in the Award\nAgreement at or before the close of business on the expiration date of the\nAward. The Purchase Price of shares purchased upon exercise of an Option granted\nunder the Plan shall be paid in full in cash by the Participant pursuant to the\nAward Agreement; provided, however, that in lieu of such cash a Participant may\n(if authorized by the Committee) pay the Purchase Price in whole or in part by\ndelivering (actually or by attestation) to the Company shares of the Common\nStock having a Fair Market Value on the date of exercise of the Option equal to\nthe Purchase Price for the shares being purchased; except\n\n                                       9\n\n \nthat (i) any portion of the Purchase Price representing a fraction of a share\nshall in any event be paid in cash and (ii) no shares of the Common Stock which\nhave been held for less than six months may be delivered in payment of the\nPurchase Price of an Option. Payment may also be made, in the discretion of the\nCommittee, by (i) the delivery (including, without limitation, by fax) to the\nCompany or its designated agent of an executed irrevocable option exercise form\ntogether with irrevocable instructions to a broker-dealer to sell or margin a\nsufficient portion of the shares and deliver the sale or margin loan proceeds\ndirectly to the Company to pay for the Purchase Price (ii) the issuance the\nParticipant to the Company of a promissory note in form and substance\nsatisfactory to the Committee. The date of exercise of an Option shall be\ndetermined under procedures established by the Committee, and as of the date of\nexercise the person exercising the Option shall, as between the Company and such\nperson, be considered for all purposes to be the owner of the shares of Common\nStock with respect to which the Option has been exercised. Any part of the\nPurchase Price paid in cash upon the exercise of any Option shall be added to\nthe general funds of the Company and may be used for any proper corporate\npurpose. Unless the Committee shall otherwise determine, any shares of Common\nStock transferred to the Company as payment of all or part of the Purchase Price\nupon the exercise of any Option shall be held as treasury shares.\n\n     6.06 Change in Control. Unless otherwise provided by the Committee in the\napplicable Award Agreement, in the event of a Change in Control, all Options and\nStock Appreciation Rights outstanding on the date of such Change in Control\nshall become immediately and fully exercisable. The provisions of this Section\n6.06 shall not be applicable to any Options or Stock Appreciation Rights granted\nto a Participant if any Change in Control results from such Participant's\nbeneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act)\nof Common Stock or Company Voting Securities.\n\n\n                                  Article VII\n\n                               Restricted Shares\n\n     7.01 Restricted Share Awards. The Committee may grant to any Participant an\nAward of such number of shares of Common Stock on such terms, conditions and\nrestrictions, whether based on performance standards, periods of service,\nretention by the Participant of ownership of specified shares of Common Stock or\nother criteria, as the Committee shall establish. With respect to performance-\nbased Awards of Restricted Shares intended to qualify for deductibility under\nthe 'performance-based' compensation exception contained in Section 162(m) of\nthe Code, performance targets will include specified levels of one or more of\nthe following (in absolute terms or relative to one or more other companies or\nindices): revenues, free cash flow, return on assets, operating income, return\non investment, return on stockholders' equity, stock price appreciation,\nearnings before interest, taxes, depreciation and amortization, earnings per\nshare and\/or growth in earnings per share. The terms of any Restricted Share\nAward granted under this Plan shall be set forth in an Award Agreement which\nshall contain provisions determined by the Committee and not inconsistent with\nthis Plan.\n\n          (a) Issuance of Restricted Shares. As soon as practicable after the\n     Date of Grant of a Restricted Share Award by the Committee, the Company\n     shall cause to be transferred on the books of the Company or its agent,\n     shares of Common Stock, registered on behalf of the Participant, evidencing\n     the Restricted Shares covered by the Award, subject to forfeiture to the\n     Company as of the Date of Grant if an Award Agreement with respect to the\n     Restricted Shares covered by the Award is not duly executed by the\n     Participant and timely returned to the Company. All shares of Common Stock\n     covered by Awards under\n\n                                       10\n\n \n     this Article VII shall be subject to the restrictions, terms and conditions\n     contained in the Plan and the applicable Award Agreements entered into by\n     the appropriate Participants. Until the lapse or release of all\n     restrictions applicable to an Award of Restricted Shares the share\n     certificates representing such Restricted Shares may be held in custody by\n     the Company, its designee, or, if the certificates bear a restrictive\n     legend, by the Participant. Upon the lapse or release of all restrictions\n     with respect to an Award as described in Section 7.01(d), one or more share\n     certificates, registered in the name of the Participant, for an appropriate\n     number of shares as provided in Section 7.01(d), free of any restrictions\n     set forth in the Plan and the related Award Agreement shall be delivered to\n     the Participant.\n\n          (b) Stockholder Rights. Beginning on the Date of Grant of a Restricted\n     Share Award and subject to execution of the related Award Agreement as\n     provided in Section 7.01(a), and except as otherwise provided in such Award\n     Agreement, the Participant shall become a stockholder of the Company with\n     respect to all shares subject to the Award Agreement and shall have all of\n     the rights of a stockholder, including, but not limited to, the right to\n     vote such shares and the right to receive dividends; provided, however,\n     that any shares of Common Stock distributed as a dividend or otherwise with\n     respect to any Restricted Shares as to which the restrictions have not yet\n     lapsed, shall be subject to the same restrictions as such Restricted Shares\n     and held or restricted as provided in Section 7.01(a).\n\n          (c) Restriction on Transferability. None of the Restricted Shares may\n     be assigned or transferred (other than by will or the laws of descent and\n     distribution or to an inter vivos trust with respect to which the\n     Participant is treated as the owner under Sections 671 through 677 of the\n     Code), pledged or sold prior to the lapse of the restrictions applicable\n     thereto.\n\n          (d) Delivery of Shares Upon Vesting. Upon expiration or earlier\n     termination of the forfeiture period without a forfeiture and the\n     satisfaction of or release from any other conditions prescribed by the\n     Committee, or at such earlier time as provided under the provisions of\n     Section 7.03, the restrictions applicable to the Restricted Shares shall\n     lapse. As promptly as administratively feasible thereafter, subject to the\n     requirements of Section 9.05, the Company shall deliver to the Participant\n     or, in case of the Participant's death, to the Participant's Beneficiary,\n     one or more share certificates for the appropriate number of shares of\n     Common Stock, free of all such restrictions, except for any restrictions\n     that may be imposed by law.\n     \n     7.02 Terms of Restricted Shares.\n\n          (a) Forfeiture of Restricted Shares. Subject to Sections 7.02(b) and\n     7.03, Restricted Shares shall be forfeited and returned to the Company and\n     all rights of the Participant with respect to such Restricted Shares shall\n     terminate unless the Participant continues in the service of the Company or\n     a Subsidiary until the expiration of the forfeiture period for such\n     Restricted Shares and satisfies any and all other conditions set forth in\n     the Award Agreement. The Committee shall determine the forfeiture period\n     (which may, but need not, lapse in installments) and any other terms and\n     conditions applicable with respect to any Restricted Share Award.\n\n          (b) Waiver of Forfeiture Period. Notwithstanding anything contained in\n     this Article VII to the contrary, the Committee may, in its sole\n     discretion, waive the forfeiture\n\n                                       11\n\n \n     period and any other conditions set forth in any Award Agreement under\n     appropriate circumstances (including the death, disability or Retirement of\n     the Participant or a material change in circumstances arising after the\n     date of an Award) and subject to such terms and conditions (including\n     forfeiture of a proportionate number of the Restricted Shares) as the\n     Committee shall deem appropriate.\n\n     7.03 Change in Control. Unless otherwise provided by the Committee in the\napplicable Award Agreement, in the event of a Change in Control, all\nrestrictions applicable to the Restricted Share Award shall terminate fully and\nthe Participant shall immediately have the right to the delivery of share\ncertificates for such shares in accordance with Section 7.01(d).\n\n\n                                 Article VIII\n\n                              Performance Awards\n\n     8.01 Performance Awards.\n\n          (a) Award Periods and Determinations of Awards. The Committee may\n     grant Performance Awards to Participants. A Performance Award shall consist\n     of the right to receive a payment (measured by the Fair Market Value of a\n     specified number of shares of Common Stock, increases in such Fair Market\n     Value during the Award Period and\/or a fixed cash amount) contingent upon\n     the extent to which certain predetermined performance targets have been met\n     during an Award Period. Performance Awards may be made in conjunction with,\n     or in addition to, Restricted Share Awards made under Article VII. The\n     Award Period shall be two or more fiscal or calendar years or other annual\n     periods as determined by the Committee. The Committee, in its discretion\n     and under such terms as it deems appropriate, may permit newly eligible\n     Participants, such as those who are promoted or newly hired, to receive\n     Performance Awards after an Award Period has commenced.\n\n          (b) Performance Targets. The performance targets may include such\n     goals related to the performance of the Company and\/or the performance of a\n     Participant as may be established by the Committee in its discretion. In\n     the case of Performance Awards intended to qualify for deductibility under\n     the 'performance-based' compensation exception contained in Section 162(m)\n     of the Code, the targets will include specified levels of one or more of\n     the following (in absolute terms or relative to one or more other companies\n     or indices): revenues, free cash flow, return on assets, operating income,\n     return on investment, return on stockholders' equity, stock price\n     appreciation, earnings before interest, taxes, depreciation and\n     amortization, earnings per share and\/or growth in earnings per share. The\n     performance targets established by the Committee may vary for different\n     Award Periods and need not be the same for each Participant receiving a\n     Performance Award in an Award Period. Except to the extent inconsistent\n     with the performance-based compensation exception under Section 162(m) of\n     the Code, in the case of Performance Awards granted to Participants to whom\n     such section is applicable, the Committee, in its discretion, but only\n     under extraordinary circumstances as determined by the Committee, may\n     change any prior determination of performance targets for any Award Period\n     at any time prior to the final determination of the value of a related\n     Performance Award when events or transactions occur to cause such\n     performance targets to be an inappropriate measure of achievement.\n\n                                       12\n\n \n          (c) Earning Performance Awards. The Committee, on or as soon as\n     practicable after the Date of Grant, shall prescribe a formula to determine\n     the percentage of the applicable Performance Award to be earned based upon\n     the degree of attainment of performance targets.\n\n          (d) Payment of Earned Performance Awards. Payments of earned\n     Performance Awards shall be made in cash or shares of Common Stock or a\n     combination of cash and shares of Common Stock, in the discretion of the\n     Committee. The Committee, in its sole discretion, may provide such terms\n     and conditions with respect to the payment of earned Performance Awards as\n     it may deem desirable.\n\n     8.02 Terms of Performance Awards.\n\n          (a) Termination of Services. Unless otherwise provided below or in\n     Section 8.03, in the case of a Participant's Termination of Services prior\n     to the end of an Award Period, the Participant will not have earned any\n     Performance Awards for that Award Period.\n\n          (b) Retirement. If a Participant's Termination of Services is because\n     of Retirement prior to the end of an Award Period, the Participant will not\n     be paid any Performance Award, unless the Committee, in its sole and\n     exclusive discretion, determines that an Award should be paid. In such a\n     case, the Participant shall be entitled to receive a pro-rata portion of\n     his or her Award as determined under subsection (d).\n\n          (c) Death or Disability. If a Participant's Termination of Services is\n     due to death or to disability (as determined in the sole and exclusive\n     discretion of the Committee) prior to the end of an Award Period, the\n     Participant or the Participant's personal representative shall be entitled\n     to receive a pro-rata share of his or her Award as determined under\n     subsection (d).\n\n          (d) Pro-Rata Payment. The amount of any payment to be made to a\n     Participant whose Termination of Services occurs by reason of Retirement,\n     death or disability (under the circumstances described in subsections (b)\n     and (c)) will be the amount determined by multiplying (i) the amount of the\n     Performance Award that would have been earned through the end of the Award\n     Period had such services not been terminated by (ii) a fraction, the\n     numerator of which is the number of whole months such Participant was\n     employed during the Award Period, and the denominator of which is the total\n     number of months of the Award Period. Any such payment made to a\n     Participant whose services are terminated prior to the end of an Award\n     Period shall be made at the end of such Award Period, unless otherwise\n     determined by the Committee in its sole discretion. Any partial payment\n     previously made or credited to a deferred account for the benefit of a\n     Participant in accordance with Section 8.01(d) of the Plan shall be\n     subtracted from the amount otherwise determined as payable as provided in\n     this Section 8.02(d).\n\n          (e) Other Events. Notwithstanding anything to the contrary in this\n     Article VIII, the Committee may, in its sole and exclusive discretion,\n     determine to pay all or any portion of a Performance Award to a Participant\n     whose Termination of Services occurs prior to the end of an Award Period\n     under certain circumstances (including the death, disability or Retirement\n     of the Participant or a material change in circumstances arising after the\n     Date of Grant), subject to such terms and conditions as the Committee shall\n     deem appropriate.\n\n                                       13\n\n \n     8.03  Change in Control. Unless otherwise provided by the Committee in the\napplicable Award Agreement, in the event of a Change in Control, all Performance\nAwards for all Award Periods shall immediately become fully payable to all\nParticipants and shall be paid to Participants within thirty (30) days after\nsuch Change in Control.\n\n\n                                  Article IX\n\n                           Other Stock-Based Awards\n\n     9.01  Grant of Other Awards. Other stock-based Awards, valued in whole or\nin part by reference to, or otherwise based on, Common Stock may be granted\neither alone or in addition to or in conjunction with Awards authorized under\nother provisions of the Plan; provided, however, that Stock Appreciation Rights\nshall not be granted except pursuant to the provisions of Article VI hereof.\nSubject to the provisions of the Plan, the Committee shall have sole and\ncomplete authority to determine the persons to whom and the time or times at\nwhich such other Awards shall be made, the number of shares of Common Stock to\nbe granted pursuant to such Awards, and all other conditions of the Awards. Any\nsuch Award shall be confirmed by an Award Agreement executed by the Committee\nand the Participant, which Award Agreement shall contain such provisions as the\nCommittee determines to be necessary or appropriate to carry out the intent of\nthis Plan with respect to such Award.\n\n     9.02  Terms of Other Awards. In addition to the terms and conditions\nspecified in the Award Agreement, Awards made pursuant to this Article IX shall\nbe subject to the following:\n\n             (a) Any Common Stock subject to Awards made under this Article IX\n     may not be sold, assigned, transferred, pledged or otherwise encumbered\n     prior to the date on which the Common Stock is issued, or, if later, the\n     date on which any applicable restriction, performance or deferral period\n     lapses; and\n\n             (b) If specified by the Committee in the Award Agreement, the\n     recipient of an Award under this Article IX shall be entitled to receive,\n     currently or on a deferred basis, dividends or dividend equivalents with\n     respect to the Common Stock covered by the Award, and the Committee, in its\n     sole discretion, may provide in the Award Agreement that such amounts be\n     reinvested in additional shares of Common Stock; and\n\n             (c) The Award Agreement with respect to any Award shall contain\n     provisions dealing with the disposition of such Award in the event of a\n     Termination of Services prior to the exercise, realization or payment of\n     such Award, whether such termination occurs because of Retirement,\n     disability, death or other reason, with such provisions to take account of\n     the specific nature and purpose of the Award, as well as appropriate\n     provisions regarding acceleration of exercise, realization or payment of\n     such Award upon the occurrence of a Change in Control, and the Committee,\n     in its sole discretion, may waive any or all of the restrictions imposed\n     with respect to any Award under this Article IX.\n\n             (d) Common Stock issued pursuant to this Article IX shall be issued\n     for such consideration as the Committee shall determine in its sole\n     discretion.\n\n                                       14\n\n \n                                   Article X\n\n             Terms Applicable to all Awards Granted under the Plan\n\n     10.01 Plan Provisions Control Award Terms. The terms of the Plan shall\ngovern all Awards granted under the Plan, and in no event shall the Committee\nhave the power to grant any Award under the Plan the terms of which are contrary\nto any of the provisions of the Plan. In the event any provision of any Award\ngranted under the Plan shall conflict with any term in the Plan as constituted\non the Date of Grant of such Award, the term in the Plan as constituted on the\nDate of Grant of such Award shall control.\n\n     10.02 Award Agreement. No person shall have any rights under any Award\ngranted under the Plan unless and until the Company and the Participant to whom\nsuch Award shall have been granted shall have executed and delivered an Award\nAgreement or the Participant shall have received and acknowledged notice of the\nAward authorized by the Committee expressly granting the Award to such person\nand containing provisions setting forth the terms of the Award.\n\n     10.03 Modification of Award After Grant. No Award granted under the Plan to\na Participant may be modified (unless such modification does not materially\ndecrease the value of that Award) after its Date of Grant except by express\nwritten agreement between the Company and such Participant, provided that any\nsuch change (a) may not be inconsistent with the terms of the Plan, and (b)\nshall be approved by the Committee.\n\n     10.04 Limitation on Transfer. Except as provided in Section 7.01(c) in the\ncase of Restricted Shares, a Participant's rights and interest under the Plan\nmay not be assigned or transferred other than by will or the laws of descent and\ndistribution and, during the lifetime of a Participant, only the Participant\npersonally (or the Participant's personal representative) may exercise rights\nunder the Plan. The Participant's Beneficiary may exercise the Participant's\nrights to the extent they are exercisable under the Plan following the death of\nthe Participant. Notwithstanding the foregoing, the Committee may grant Non-\nQualified Stock Options that are transferable, without payment of consideration,\nto immediate family members of the Participant, to trusts or partnerships for\nsuch family members, or to such other parties as the Committee may approve (as\nevidenced by the applicable Award Agreement or an amendment thereto), and the\nCommittee may also amend outstanding Non-Qualified Stock Options to provide for\nsuch transferability. All Awards granted under the Plan, and the shares of \nCommon Stock subject thereto, shall be subject to the terms and conditions of \nany lock-up agreement entered into by the Company's stockholders in connection \nwith the initial public offering of the Company's stock.\n\n     10.05 Withholding Taxes. The Company shall withhold (or secure payment from\nthe Participant in lieu of withholding) of the minimum required amount of any\nwithholding or other tax required by law to be withheld or paid by the Company\nwith respect to any amount payable and\/or shares issuable under such\nParticipant's Award or with respect to any income recognized upon a\ndisqualifying disposition of shares received pursuant to the exercise of an\nIncentive Stock Option, and the Company may defer payment of cash or issuance of\nshares upon exercise or vesting of an Award unless indemnified to its\nsatisfaction against any liability for any such tax. The amount of such\nwithholding or tax payment shall be determined by the Committee and shall be\npayable by the Participant at such time as the Committee determines. With the\napproval of the Committee, the Participant may elect to meet his or her\nwithholding requirement (i) by having withheld from such Award at the\nappropriate time that number of shares of Common Stock, rounded up to the next\nwhole share, the Fair Market Value of which is equal to the amount of\nwithholding taxes due, (ii) by direct payment to the Company in cash of the\nminimum amount\n\n                                       15\n\n \nof any taxes required to be withheld with respect to such Award or (iii) by a\ncombination of withholding such shares and paying cash.\n\n     10.06 Surrender of Awards. Any Award granted under the Plan may be\nsurrendered to the Company for cancellation on such terms as the Committee and\nthe Participant approve.\n\n     10.07 Cancellation and Rescission of Awards.\n\n     (a) Detrimental Activities. Unless the Award Agreement specifies otherwise,\nthe Committee may cancel, rescind, suspend, withhold or otherwise limit or\nrestrict any vested or unvested Options or other unexpired, unpaid, or deferred\nAwards at any time if the Participant is not in compliance with all applicable\nprovisions of the Award Agreement and the Plan, or if the Participant engages in\nany 'Detrimental Activity.' For purposes of this Section 10.07, 'Detrimental\nActivity' shall mean any of the following which could have a material adverse\neffect on the Company or its Subsidiaries: (i) the rendering of services for any\norganization or engaging directly or indirectly in any business which is or\nbecomes competitive with the Company, or which organization or business, or the\nrendering of services to such organization or business, is or becomes otherwise\nprejudicial to or in conflict with the interests of the Company; (ii) the\ndisclosure to anyone outside the Company, or the use in other than the Company's\nbusiness, without prior written authorization from the Company, of any\nconfidential information or material relating to the business of the Company,\nacquired by the Participant either during or after the service relationship with\nthe Company; (iii) any attempt directly or indirectly to induce any employee,\nconsultant or performer of the Company to be employed or perform services\nelsewhere or any attempt directly or indirectly to solicit the trade or business\nof any current or prospective customer, supplier or partner of the Company; or\n(iv) any other conduct or act determined to be injurious, detrimental or\nprejudicial to any interest of the Company.\n\n     (b) Upon exercise, payment or delivery pursuant to an Award, the\nParticipant shall certify in a manner acceptable to the Company that he or she\nis in compliance with the terms and conditions of the Plan. In the event a\nParticipant fails to comply with the provisions of paragraphs (a)(i)-(iv) of\nthis Section 10.07, if applicable, prior to, or during the six months after, any\nexercise, payment or delivery pursuant to an Award, such exercise, payment or\ndelivery may be rescinded within two years thereafter. In the event of any such\nrescission, the Participant shall pay to the Company the amount of any gain\nrealized or payment received as a result of the rescinded exercise, payment or\ndelivery, in such manner and on such terms and conditions as may be required,\nand the Company shall be entitled to set-off against the amount of any such gain\nany amount owed to the Participant by the Company.\n\n     10.08 Adjustments to Reflect Capital Changes.\n\n          (a) Recapitalization. The number and kind of shares subject to\n     outstanding Awards, the Purchase Price or Exercise Price for such shares,\n     the number and kind of shares available for Awards subsequently granted\n     under the Plan and the maximum number of shares in respect of which Awards\n     can be made to any Participant in any calendar year shall be appropriately\n     adjusted to reflect any stock dividend, stock split, or share combination\n     or any recapitalization, merger, consolidation, exchange of shares,\n     liquidation or dissolution of the Company or other change in capitalization\n     with a similar substantive effect upon the Plan or the Awards granted under\n     the Plan. The Committee shall have the power and sole discretion to\n     determine the amount of the adjustment to be made in each case.\n\n                                       16\n\n \n          (b) Certain Mergers. After any Merger in which the Company is not the\n     surviving corporation or pursuant to which a majority of the shares which\n     are of the same class as the shares that are subject to outstanding Options\n     are exchanged for, or converted into, or otherwise become shares of another\n     corporation, the surviving, continuing, successor or purchasing\n     corporation, as the case may be (the 'Acquiring Corporation'), will either\n     assume the Company's rights and obligations under outstanding Award\n     Agreements or substitute awards in respect of the Acquiring Corporation's\n     stock for outstanding Awards, provided, however, that if the Acquiring\n     Corporation does not assume or substitute for such outstanding Awards, the\n     Board shall provide prior to the Merger that any unexercisable and\/or\n     unvested portion of the outstanding Awards shall be immediately exercisable\n     and vested as of a date prior to such Merger, as the Board so determines.\n     The exercise and\/or vesting of any Award that was permissible solely by\n     reason of this Section 10.08 shall be conditioned upon the consummation of\n     the Merger. Any Awards which are neither assumed by the Acquiring\n     Corporation nor exercised as of the date of the Merger shall terminate\n     effective as of the effective date of the Merger. Comparable rights shall\n     accrue to each Participant in the event of successive Mergers of the\n     character described above.\n\n          (c) Options to Purchase Shares or Stock of Acquired Companies. After\n     any Merger in which the Company or a Subsidiary shall be a surviving\n     corporation, the Committee may grant Options or other Awards under the\n     provisions of the Plan, pursuant to Section 424 of the Code or as is\n     otherwise permitted under the Code, in full or partial replacement of or\n     substitution for old stock options granted under a plan of another party to\n     the merger whose shares of stock subject to the old options may no longer\n     be issued following the Merger. The manner of application of the foregoing\n     provisions to such options and any appropriate adjustments in the terms of\n     such stock options shall be determined by the Committee in its sole\n     discretion. Any such adjustments may provide for the elimination of any\n     fractional shares which might otherwise become subject to any Options. The\n     foregoing shall not be deemed to preclude the Company from assuming or\n     substituting for stock options of acquired companies other than pursuant to\n     this Plan. Nothing contained in this Plan shall be construed as prohibiting\n     the Company from granting such replacement or substituted stock options\n     outside of this Plan.\n\n     10.09 Legal Compliance. Shares of Common Stock shall not be issued\nhereunder unless the issuance and delivery of such shares shall comply with\napplicable laws and shall be further subject to the approval of counsel for the\nCompany with respect to such compliance.\n\n     10.10 No Right to Service Relationship. No Participant or other person\nshall have any claim of right to be granted an Award under the Plan. Neither the\nPlan nor any action taken hereunder shall be construed as giving any Participant\nany right to be retained in the service of the Company or any of its\nSubsidiaries. Unless otherwise agreed by contract, the Company reserves the\nright to terminate its service relationship with any person at any time and for\nany reason.\n\n     10.11 Awards Not Includable for Benefit Purposes. Payments received by a\nParticipant pursuant to the provisions of the Plan shall not be included in the\ndetermination of benefits under any pension, group insurance or other benefit\nplan applicable to the Participant which is maintained by the Company or any of\nits Subsidiaries, except as may be provided under the terms of such plans or\ndetermined by the Board.\n\n                                       17\n\n \n     10.12 Governing Law. All determinations made and actions taken pursuant to\nthe Plan shall be governed by the laws of the State of Delaware, other than the\nconflict of laws provisions thereof, and construed in accordance therewith.\n\n     10.13 No Strict Construction. No rule of strict construction shall be\nimplied against the Company, the Committee or any other person in the\ninterpretation of any of the terms of the Plan, any Award granted under the Plan\nor any rule or procedure established by the Committee.\n\n     10.14 Captions. The captions (i.e., all Section headings) used in the Plan\nare for convenience only, do not constitute a part of the Plan, and shall not be\ndeemed to limit, characterize or affect in any way any provisions of the Plan,\nand all provisions of the Plan shall be construed as if no captions had been\nused in the Plan.\n\n     10.15 Severability. Whenever possible, each provision in the Plan and every\nAward at any time granted under the Plan shall be interpreted in such manner as\nto be effective and valid under applicable law, but if any provision of the Plan\nor any Award at any time granted under the Plan shall be held to be prohibited\nby or invalid under applicable law, then (a) such provision shall be deemed\namended to accomplish the objectives of the provision as originally written to\nthe fullest extent permitted by law and (b) all other provisions of the Plan,\nsuch Award and every other Award at any time granted under the Plan shall remain\nin full force and effect.\n\n     10.16 Amendment and Termination.\n\n          (a) Amendment. The Board shall have complete power and authority to\n     amend the Plan at any time; provided, that no termination or amendment of\n     the Plan may, without the consent of the Participant to whom any Award\n     shall theretofore have been granted under the Plan, materially adversely\n     affect the right of such individual under such Award; and provided further,\n     that no such alteration or amendment of the Plan shall, without approval by\n     the stockholders of the Company (a) increase the total number of shares of\n     Common Stock which may be issued or delivered under the Plan or (b)\n     increase the total number of shares which may be covered by Awards to any\n     one Participant.\n\n          (b) Termination. The Board shall have the right and the power to\n     terminate the Plan at any time. No Award shall be granted under the Plan\n     after the termination of the Plan, but the termination of the Plan shall\n     not have any other effect and any Award outstanding at the time of the\n     termination of the Plan may be exercised after termination of the Plan at\n     any time prior to the expiration date of such Award to the same extent such\n     Award would have been exercisable had the Plan not been terminated.\n\n\n             *         *         *         *          *         *\n\n                                       18\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9360],"corporate_contracts_industries":[9532],"corporate_contracts_types":[9539,9546],"class_list":["post-38353","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-world-wrestling-federation-entertainment-inc","corporate_contracts_industries-travel__services","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\/38353","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=38353"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=38353"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=38353"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=38353"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}