{"id":40093,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/long-term-incentive-plan-target-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"long-term-incentive-plan-target-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/long-term-incentive-plan-target-corp.html","title":{"rendered":"Long-Term Incentive Plan – Target Corp."},"content":{"rendered":"

TARGET CORPORATION<\/strong><\/p>\n

LONG-TERM INCENTIVE PLAN<\/strong><\/p>\n

(As amended and restated effective June 8, 2011)<\/p>\n

\n

ARTICLE I<\/strong><\/p>\n

ESTABLISHMENT OF THE PLAN<\/strong><\/p>\n

\n

1.1 PLAN NAME. This plan is known as the
\n“Target Corporation Long-Term Incentive Plan” (hereinafter called the “Plan”).\n<\/p>\n<\/p>\n

1.2 PURPOSE. The purpose of the Plan is to
\nadvance the performance and long-term growth of the Company by offering
\nlong-term incentives to directors and employees of the Company and its
\nSubsidiaries and such other Participants who the Plan Committee determines will
\ncontribute to such performance and growth inuring to the benefit of the
\nshareholders of the Company. This Plan is also intended to facilitate
\nrecruiting and retaining personnel of outstanding ability.<\/p>\n<\/p>\n

ARTICLE II<\/strong><\/p>\n

DEFINITIONS<\/strong><\/p>\n

\n

2.1 AWARD. An “Award” is a grant of Stock
\nOptions, Stock Appreciation Rights, Dividend Equivalents, Performance Awards,
\nRestricted Stock or Restricted Stock Units under the Plan.<\/p>\n<\/p>\n

2.2 BOARD. The “Board” is the Board of
\nDirectors of the Company.<\/p>\n<\/p>\n

2.3 CASH PROCEEDS. “Cash Proceeds” means the
\ncash actually received by the Company for the purchase price payable upon
\nexercise of a Stock Option plus the maximum tax benefit that could be realized
\nby the Company as a result of the exercise of such Stock Options, which tax
\nbenefit shall be determined by multiplying (a) the amount that is deductible as
\na result of any such Stock Option exercise (currently equal to the amount upon
\nwhich the Participant153s tax withholding obligation is calculated), times (b) the
\nmaximum federal corporate income tax rate for the year of exercise. To the
\nextent a Participant pays the exercise price and\/or withholding taxes with
\nshares, Cash Proceeds shall not be calculated with respect to the amounts so
\npaid.<\/p>\n<\/p>\n

2.4 CHANGE IN CONTROL. “Change in Control”
\nmeans, unless otherwise provided in an Award agreement, one of the following:\n<\/p>\n<\/p>\n

(a) Individuals who are Continuing Directors
\ncease for any reason to constitute 50% or more of the directors of the Company;
\nor<\/p>\n<\/p>\n

(b) 30% or more of the outstanding voting
\npower of the Voting Stock of the Company is acquired or beneficially owned
\n(within the meaning of Rule 13d-3 under the Exchange Act) by any Person, other
\nthan an entity<\/p>\n

\n

1<\/p>\n

\n

<\/p>\n

\n

resulting from a Business Combination in which clauses (x) and (y) of
\nSection 2.4(c) apply; or<\/p>\n<\/p>\n

(c) the consummation of a merger or
\nconsolidation of the Company with or into another entity, a statutory share
\nexchange, a sale or other disposition (in one transaction or a series of
\ntransactions) of all or substantially all of the Company153s assets or a similar
\nbusiness combination (each, a “Business Combination”), in each case unless,
\nimmediately following such Business Combination, (x) all or substantially all of
\nthe beneficial owners (within the meaning of Rule 13d-3 under the Exchange Act)
\nof the Company153s Voting Stock immediately prior to such Business Combination
\nbeneficially own, directly or indirectly, more than 60% of the voting power of
\nthe then outstanding shares of voting stock (or comparable voting equity
\ninterests) of the surviving or acquiring entity resulting from such Business
\nCombination (including such beneficial ownership of an entity that, as a result
\nof such transaction, owns the Company or all or substantially all of the
\nCompany153s assets either directly or through one or more Subsidiaries), in
\nsubstantially the same proportions (as compared to the other beneficial owners
\nof the Company153s Voting Stock immediately prior to such Business Combination) as
\ntheir beneficial ownership of the Company153s Voting Stock immediately prior to
\nsuch Business Combination, and (y) no Person beneficially owns, directly or
\nindirectly, 30% or more of the voting power of the outstanding voting stock (or
\ncomparable equity interests) of the surviving or acquiring entity (other than a
\ndirect or indirect parent entity of the surviving or acquiring entity, that,
\nafter giving effect to the Business Combination, beneficially owns, directly or
\nindirectly, 100% of the outstanding voting stock (or comparable equity
\ninterests) of the surviving or acquiring entity); or<\/p>\n<\/p>\n

(d) approval by the shareholders of a
\ndefinitive agreement or plan to liquidate or dissolve the Company.<\/p>\n<\/p>\n

Notwithstanding the foregoing, to the extent that any Award constitutes a
\ndeferral of compensation subject to Section 409A of the Code, and if that Award
\nprovides for a change in the time or form of payment upon a Change in Control,
\nthen, solely for purposes of applying such change in the time or form of payment
\nprovision, a Change in Control shall be deemed to have occurred upon an event
\ndescribed in Section 2.4 only if the event would also constitute a change in
\nownership or effective control of, or a change in the ownership of a substantial
\nportion of the assets of, the Company under Section 409A of the Code.<\/p>\n<\/p>\n

2.5 CODE. The “Code” is the Internal Revenue
\nCode of 1986, as amended, and rules and regulations thereunder, as now in force
\nor as hereafter amended.<\/p>\n<\/p>\n

2.6 COMPANY. The “Company” is Target
\nCorporation, a Minnesota corporation, and any successor thereof.<\/p>\n

\n

2<\/p>\n

\n

<\/p>\n

\n

2.7 COMMON STOCK. “Common Stock” is the
\ncommon stock, $.0833 par value per share (as such par value may be adjusted from
\ntime to time) of the Company.<\/p>\n<\/p>\n

2.8 DATE OF GRANT. The “Date of Grant” of an
\nAward is the date designated in the resolution by the Plan Committee as the date
\nof an Award, which shall not be earlier than the date of the resolution and
\naction thereon by the Plan Committee. In the absence of a designated date or a
\nfixed method of computing such date being specifically set forth in the Plan
\nCommittee153s resolution, then the Date of Grant shall be the date of the Plan
\nCommittee153s resolution or action.<\/p>\n<\/p>\n

2.9 DIVIDEND EQUIVALENT. A “Dividend
\nEquivalent” is a right to receive an amount equal to the regular cash dividend
\npaid on one share of Common Stock. Dividend Equivalents may only be granted in
\nconnection with the grant of an Award that is based on but does not consist of
\nshares of Common Stock (whether or not restricted). The number of Dividend
\nEquivalents so granted shall not exceed the number of related stock-based
\nrights. (For example, the number of Dividend Equivalents granted in connection
\nwith a grant of Stock Appreciation Rights may equal the number of such Stock
\nAppreciation Rights, even though the number of shares actually paid upon
\nexercise of those Stock Appreciation Rights necessarily will be less than the
\nnumber of Stock Appreciation Rights and Dividend Equivalents granted.) Dividend
\nEquivalents shall be subject to such terms and conditions as may be established
\nby the Plan Committee, but they shall expire no later than the date on which
\ntheir related stock-based rights are either exercised, expire or are forfeited
\n(whichever occurs first). The amounts payable due to a grant of Dividend
\nEquivalents may be paid in cash, either currently or deferred, or converted into
\nshares of Common Stock, as determined by the Plan Committee.<\/p>\n<\/p>\n

2.10 EXCHANGE ACT. The “Exchange Act” is the
\nSecurities Exchange Act of 1934, as amended, and rules and regulations
\nthereunder, as now in force or as hereafter amended.<\/p>\n<\/p>\n

2.11 FAIR MARKET VALUE.<\/p>\n<\/p>\n

(a) Solely for purposes of determining the
\nexercise price of a Stock Option or Stock Appreciation Right, “Fair Market
\nValue” of a share of Common Stock on any date is the Volume Weighted Average
\nPrice for such stock as reported for such stock by Bloomberg L.P. on such date,
\nor in the absence of such report the Volume Weighted Average Price for such
\nstock as reported for such stock by the New York Stock Exchange on such date or,
\nif no sale has been recorded by Bloomberg L.P. or the New York Stock Exchange on
\nsuch date, then on the last preceding date on which any such sale shall have
\nbeen made in the order of primacy indicated above.<\/p>\n<\/p>\n

(b) For all other purposes of the Plan, “Fair
\nMarket Value” of a share of Common Stock shall be the amount determined by the
\nCompany using<\/p>\n

\n

3<\/p>\n

\n

<\/p>\n

\n

such criteria as it shall determine, in its sole discretion, to be
\nappropriate for valuation.<\/p>\n<\/p>\n

2.12 INCENTIVE STOCK OPTIONS. An “Incentive Stock
\nOption” is a Stock Option that is intended to qualify as an “incentive stock
\noption” under Section 422 of the Code.<\/p>\n<\/p>\n

2.13 NON-QUALIFIED OPTIONS. A “Non-Qualified
\nOption” is a Stock Option that is not intended to qualify as an “incentive stock
\noption” under Section 422 of the Code.<\/p>\n<\/p>\n

2.14 PARTICIPANT. A “Participant” is a person who
\nhas been designated as such by the Plan Committee and granted an Award under
\nthis Plan pursuant to Article III hereof.<\/p>\n<\/p>\n

2.15 PERFORMANCE GOALS. “Performance Goals” are
\nthe performance conditions, if any, established pursuant to Section 4.1 hereof
\nby the Plan Committee in connection with an Award.<\/p>\n<\/p>\n

2.16 PERFORMANCE PERIOD. The “Performance Period”
\nwith respect to a Performance Award is a period of not less than one calendar
\nyear or one fiscal year of the Company, beginning not earlier than the year in
\nwhich such Performance Award is granted, which may be referred to herein and by
\nthe Plan Committee by use of the calendar or fiscal year in which a particular
\nPerformance Period commences.<\/p>\n<\/p>\n

2.17 PERFORMANCE AWARD. A “Performance Award” is
\nany of: a number of shares of Common Stock subject to Performance Goals
\n(“Performance Shares”), a right to receive a number of shares of Common Stock
\nsubject to Performance Goals (“Performance Share Units”), or a cash amount
\nsubject to Performance Goals (“Performance Units”), determined (in all cases) in
\naccordance with Article IV of this Plan based on the extent to which the
\napplicable Performance Goals are achieved. A Performance Award shall be of no
\nvalue to a Participant unless and until earned in accordance with Article IV
\nhereof.<\/p>\n<\/p>\n

2.18 PLAN COMMITTEE. The “Plan Committee” is the
\ncommittee described in Section 8.1 hereof.<\/p>\n<\/p>\n

2.19 PLAN YEAR. The “Plan Year” shall be a fiscal
\nyear of the Company falling within the term of this Plan.<\/p>\n<\/p>\n

2.20 RESTRICTED STOCK. “Restricted Stock” is
\nCommon Stock granted subject to terms and conditions, including a risk of
\nforfeiture, established by the Plan Committee pursuant to Article VI of this
\nPlan.<\/p>\n<\/p>\n

2.21 RESTRICTED STOCK UNIT. A “Restricted Stock
\nUnit” is a right to receive one share of Common Stock at a future date that has
\nbeen granted subject to<\/p>\n

\n

4<\/p>\n

\n

<\/p>\n

\n

terms and conditions, including a risk of forfeiture, established by the Plan
\nCommittee pursuant to Article VI of this Plan.<\/p>\n<\/p>\n

2.22 STOCK APPRECIATION RIGHT. A “Stock
\nAppreciation Right” is a right to receive, upon exercise of that right, an
\namount, which may be paid in cash, shares of Common Stock or a combination
\nthereof in the discretion of the Plan Committee, equal to the difference between
\nthe Fair Market Value of one share of Common Stock as of the date of exercise
\nand the exercise price for that right as determined by the Plan Committee on or
\nbefore the Date of Grant. Stock Appreciation Rights may be granted in tandem
\nwith Stock Options or other Awards or may be freestanding.<\/p>\n<\/p>\n

2.23 STOCK OPTION. A “Stock Option” is a right to
\npurchase from the Company at any time not more than ten years following the Date
\nof Grant, one share of Common Stock for an exercise price not less than the Fair
\nMarket Value of a share of Common Stock on the Date of Grant, subject to such
\nterms and conditions established pursuant to Article V hereof. Stock Options
\nmay be either Non-Qualified Options or Incentive Stock Options.<\/p>\n<\/p>\n

2.24 SUBSIDIARY CORPORATION. The terms
\n“Subsidiary” or “Subsidiary Corporation” mean any corporation (other than the
\nCompany) in an unbroken chain of corporations beginning with the Company, in
\nwhich each of the corporations other than the last corporation in the unbroken
\nchain owns stock possessing fifty percent or more of the total combined voting
\npower of all classes of stock in one of the other corporations in such chain as
\ndetermined at the point in time when reference is made to such “Subsidiary” or
\n“Subsidiary Corporation” in this Plan.<\/p>\n<\/p>\n

2.25 CONTINUING DIRECTOR. “Continuing Director”
\nmeans an individual (a) who is, as of the effective date of the Plan, a director
\nof the Company, or (b) who becomes a director of the Company after the effective
\ndate hereof and whose initial appointment, or nomination for election by the
\nCompany153s shareholders, was approved by at least a majority of the then
\nContinuing Directors; provided, however, that any individual whose initial
\nassumption of office occurs as a result of either an actual or threatened
\ncontested election by any Person (other than the Board) seeking the election of
\nsuch nominee in which the number of nominees exceeds the number of directors to
\nbe elected shall not be a Continuing Director.<\/p>\n<\/p>\n

2.26 PERSON. “Person”, as used in Sections 2.4 and
\n2.25, means any individual, firm, corporation or other entity and shall include
\nany group comprised of any person and any other person with whom such person or
\nany affiliate or associate (as defined in Rule 14a-1(a) of the Exchange Act) of
\nsuch person has any agreement, arrangement or understanding, directly or
\nindirectly, for the purpose of acquiring, holding, voting or disposing of any
\ncapital stock of the Company.<\/p>\n<\/p>\n

2.27 VOTING STOCK. “Voting Stock” means all
\nthen-outstanding capital stock of the Company entitled to vote generally in the
\nelection of directors of the Company.<\/p>\n

\n

5<\/p>\n

\n

<\/p>\n

\n

ARTICLE III<\/strong><\/p>\n

GRANTING OF AWARDS TO PARTICIPANTS<\/strong><\/p>\n<\/p>\n

3.1 ELIGIBLE PARTICIPANTS. Awards may be
\ngranted by the Plan Committee to any employee of the Company or a Subsidiary
\nCorporation, including any employee who is also a director of the Company or a
\nSubsidiary Corporation. Awards other than grants of Incentive Stock Options may
\nalso be granted to (a) a director of the Company who is not an employee of the
\nCompany or a Subsidiary Corporation and (b) any individual or entity, other than
\nan employee, who provides services to the Company or a Subsidiary Corporation in
\nthe capacity of an advisor or consultant. References in this Plan to
\n“employment” and similar terms (except “employee”) shall include the providing
\nof services in the capacity of a director, advisor or consultant, and references
\nto termination of employment shall mean termination of the relationship
\n(employee, director, advisor or consultant) under which the Award was granted,
\neven if the person continues in another relationship. A person who has been
\nengaged by the Company for employment shall be eligible for Awards other than
\nIncentive Stock Options, provided such person actually reports for and commences
\nsuch employment within 90 days after the Date of Grant. Incentive Stock Options
\nmay be granted only to individuals who are employees on the Date of Grant.<\/p>\n<\/p>\n

3.2 DESIGNATION OF PARTICIPANTS. At any time
\nand from time to time during the Plan Year, the Plan Committee may designate the
\nemployees of the Company and its Subsidiaries and other Participants eligible
\nfor Awards.<\/p>\n<\/p>\n

3.3 ALLOCATION OF AWARDS. Contemporaneously
\nwith the designation of a Participant pursuant to Section 3.2 hereof, the Plan
\nCommittee shall determine the size, type and Date of Grant for each Award,
\ntaking into consideration such factors as it deems relevant, which may include
\nthe following:<\/p>\n<\/p>\n

(a) the total number of shares of Common
\nStock available for Awards under the Plan;<\/p>\n<\/p>\n

(b) the work assignment or the position of the
\nParticipant and its sensitivity and\/or impact in relationship to the
\nprofitability and growth of the Company and its Subsidiaries; and<\/p>\n<\/p>\n

(c) the Participant153s performance in
\nreference to such factors.<\/p>\n<\/p>\n

The Plan Committee may grant a Participant only one type of Award or it may
\ngrant any combination of Awards in whatever relationship one to the other, if
\nany, as the Plan Committee in its discretion so determines.<\/p>\n<\/p>\n

3.4 NOTIFICATION TO PARTICIPANTS AND DELIVERY
\nOF DOCUMENTS. As soon as practicable after such determinations have been made,
\neach Participant shall be notified of (a) his\/her designation as a Participant,
\n(b) the Date of<\/p>\n

\n

6<\/p>\n

\n

<\/p>\n

\n

Grant, (c) the number and type of Awards granted to the Participant, (d) in
\nthe case of Performance Awards, the Performance Period and Performance Goals,
\nand (e) in the case of Restricted Stock or Restricted Stock Units, the
\nRestriction Period. The Participant shall thereafter be supplied with written
\nevidence of any such Awards.<\/p>\n<\/p>\n

ARTICLE IV<\/strong><\/p>\n

PERFORMANCE AWARDS<\/strong><\/p>\n

\n

4.1 ESTABLISHMENT OF PERFORMANCE GOALS.
\nPerformance Goals applicable to a Performance Award shall be established by the
\nPlan Committee in its absolute discretion on or before the Date of Grant and not
\nmore than a reasonable period of time after the beginning of the relevant
\nPerformance Period. Such Performance Goals may include or be based upon any one
\nor more of the following criteria: net sales; comparable store sales; total
\nrevenue; gross margin rate; selling, general and administrative expense rate;
\nearnings before interest, taxes, depreciation and amortization; earnings before
\ninterest and taxes; earnings before taxes; net earnings; earnings per share;
\nTarget Corporation share price; total shareholder return; return on equity;
\nreturn on sales; return on assets; return on invested capital; cash flow return
\non investment; economic value added; credit card segment profitability; credit
\ncard segment pre-tax return on invested capital; credit card spread to LIBOR;
\noperating cash flow; free cash flow; working capital; interest coverage; net
\ndebt to earnings before interest, taxes, depreciation, amortization and rent
\nexpense ratio; debt leverage; and total net debt. Performance Goals may be
\nabsolute in their terms or be measured against or in relationship to the
\nperformance of other companies or indices, whether comparably, similarly or
\notherwise situated to the Company. Performance Goals may be based on the
\nCompany153s consolidated results or the results of any segment or other subset of
\nthe Company153s business, and may be calculated in accordance with generally
\naccepted accounting principles or any other management accounting principle. At
\nany time prior to distribution of a Performance Award, the Plan Committee may,
\nin its sole discretion, modify the Performance Goals applicable to such
\nPerformance Award if it determines that unforeseen events have occurred which
\nhave had a substantial effect on the Performance Goals and such unforeseen
\nevents would otherwise make application of the original Performance Goals
\nunfair; provided, however, that no such change or modification may be made to
\nthe extent it increases the amount of compensation payable to any Participant
\nwho is a “covered employee” within the meaning of Code Section 162(m).<\/p>\n<\/p>\n

4.2 LEVELS OF PERFORMANCE REQUIRED TO EARN
\nPERFORMANCE AWARDS. At or about the same time that Performance Goals are
\nestablished for a specific period, the Plan Committee shall in its absolute
\ndiscretion establish the percentage of the Performance Awards granted for such
\nPerformance Period which shall be earned by the Participant for various levels
\nof performance measured in relation to achievement of Performance Goals for such
\nPerformance Period.<\/p>\n<\/p>\n

4.3 OTHER RESTRICTIONS. The Plan Committee
\nshall determine the terms and conditions applicable to any Performance Award,
\nwhich may include restrictions on<\/p>\n

\n

7<\/p>\n

\n

<\/p>\n

\n

the delivery of Common Stock payable in connection with the Performance Award
\nand restrictions that could result in the future forfeiture of all or part of
\nany Common Stock earned. The Plan Committee may provide that shares of Common
\nStock issued in connection with a Performance Award be held in escrow and\/or
\nlegended.<\/p>\n<\/p>\n

4.4 NOTIFICATION TO PARTICIPANTS. Promptly
\nafter the Plan Committee has established or modified the Performance Goals with
\nrespect to a Performance Award, the Participant shall be provided with written
\nnotice of the Performance Goals so established or modified.<\/p>\n<\/p>\n

4.5 MEASUREMENT OF PERFORMANCE AGAINST
\nPERFORMANCE GOALS. The Plan Committee shall, as soon as practicable after the
\nclose of a Performance Period, determine:<\/p>\n<\/p>\n

(a) the extent to which the Performance
\nGoals for such Performance Period have been achieved; and<\/p>\n<\/p>\n

(b) the percentage of the Performance Awards
\nearned as a result.<\/p>\n<\/p>\n

Notwithstanding the foregoing, if and to the extent the applicable
\nPerformance Award agreement permits, the Plan Committee may, in its sole
\ndiscretion, reduce the percentage of any Performance Award otherwise determined
\nfor a Performance Period, and such reduced percentage shall be the amount earned
\nby the Participant. All determinations of the Plan Committee shall be absolute
\nand final as to the facts and conclusions therein made and be binding on all
\nparties. Promptly after the Plan Committee has made the foregoing determination,
\neach Participant who has earned Performance Awards shall be notified, in writing
\nthereof. For all purposes of this Plan, notice shall be deemed to have been
\ngiven the date action is taken by the Plan Committee making the determination.
\nParticipants may not sell, transfer, pledge, exchange, hypothecate or otherwise
\ndispose of all or any portion of their Performance Awards during the Performance
\nPeriod, except that Performance Awards may be transferable by assignment by a
\nParticipant to the extent provided in the applicable Performance Award
\nagreement.<\/p>\n<\/p>\n

4.6 TREATMENT OF PERFORMANCE AWARDS EARNED.
\nUpon the Plan Committee153s determination that a percentage of any Performance
\nAwards have been earned for a Performance Period, Participants to whom such
\nearned Performance Awards have been granted and who have been (or were) in the
\nemploy of the Company or a Subsidiary thereof continuously from the Date of
\nGrant, subject to the exceptions set forth at Section 4.9 and Section 4.10
\nhereof, shall be entitled, subject to the other conditions of this Plan, to
\npayment in accordance with the terms and conditions of their Performance
\nAwards. Such terms and conditions may permit or require that any applicable tax
\nwithholding be deducted from the amount payable. Performance Awards shall under
\nno circumstances become earned or have any value whatsoever for any Participant
\nwho is not in the employ of the Company or its Subsidiaries continuously during
\nthe entire Performance Period for which such Performance Award was granted,
\nexcept as provided at Section 4.9 or Section 4.10 hereof.<\/p>\n

\n

8<\/p>\n

\n

<\/p>\n

\n

4.7 DISTRIBUTION. Distributions payable
\npursuant to Section 4.6 above shall be made as soon as practicable after the
\nPlan Committee determines the Performance Awards have been earned unless the
\nprovisions of Section 4.8 hereof are applicable to a Participant.<\/p>\n<\/p>\n

4.8 DEFERRAL OF RECEIPT OF PERFORMANCE AWARD
\nDISTRIBUTIONS. With the consent of the Plan Committee, a Participant who has
\nbeen granted a Performance Award may by compliance with the then applicable
\nprocedures under the Plan irrevocably elect in writing to defer receipt of all
\nor any part of any distribution associated with that Performance Award. The
\nterms and conditions of any such deferral, including but not limited to, the
\nperiod of time for, and form of, election; the manner and method of payout; the
\nplan and form in which the deferred amount shall be held; the interest
\nequivalent or other payment that shall accrue pending its payout; and the use
\nand form of Dividend Equivalents in respect of stock-based units resulting from
\nsuch deferral, shall be as determined by the Plan Committee. The Plan Committee
\nmay, at any time and from time to time, but prospectively only, amend, modify,
\nchange, suspend or cancel any and all of the rights, procedures, mechanics and
\ntiming parameters relating to such deferrals. An election made prior to
\nDecember 31, 2008 to defer receipt of any distribution associated with a
\nPerformance Award relating to Performance Periods ending after December 31, 2004
\nis subject to the provisions of Appendix A.<\/p>\n<\/p>\n

4.9 NON-DISQUALIFYING TERMINATION OF
\nEMPLOYMENT. Except for Section 4.10 hereof, the only exceptions to the
\nrequirement of continuous employment during a Performance Period for Performance
\nAward distribution are termination of a Participant153s employment by reason of
\ndeath (in which event the Performance Award may be transferable by will or the
\nlaws of descent and distribution only to such Participant153s beneficiary
\ndesignated to receive the Performance Award or to the Participant153s applicable
\nlegal representatives, heirs or legatees), total and permanent disability, with
\nthe consent of the Plan Committee, normal or late retirement or early
\nretirement, with the consent of the Plan Committee, or transfer of an executive
\nin a spin-off, with the consent of the Plan Committee, occurring during the
\nPerformance Period applicable to the subject Performance Award. In such instance
\na distribution of the Performance Award shall be made at the end of the
\nPerformance Period, and the percentage of the total Performance Award that would
\nhave been earned during the Performance Period shall be earned and paid out;
\nprovided, however, in a spin-off situation the Plan Committee may set additional
\nconditions, such as, without limiting the generality of the foregoing,
\ncontinuous employment with the spin-off entity. If a Participant153s termination
\nof employment does not meet the criteria set forth above, but the Participant
\nhad at least 15 years of employment with the Company or a Subsidiary or any
\ncombination thereof, the Plan Committee may allow distribution of the percentage
\n(or a portion thereof) of the total Performance Award that is earned for the
\nPerformance Period, subject to any conditions that the Plan Committee shall
\ndetermine.<\/p>\n<\/p>\n

4.10 CHANGE IN CONTROL. In the event of a Change
\nin Control, the Performance Period shall be deemed to have ended and a pro rata
\nportion of all<\/p>\n

\n

9<\/p>\n

\n

<\/p>\n

\n

outstanding Performance Awards under the Plan shall be deemed to have been
\nearned. Specifically, the pro rata amount earned shall be determined by
\nmultiplying 100% of each Performance Award by a fraction, the numerator of which
\nshall be the number of months that have elapsed in the applicable Performance
\nPeriod prior to the Change in Control and the denominator of which shall be the
\ntotal number of months in the Performance Period. Distribution of the amount
\ndeemed earned shall be made within ten days after the Change in Control or later
\nif so provided in the applicable Award agreement, a related deferral election
\nor, if applicable, Appendix A.<\/p>\n<\/p>\n

ARTICLE V<\/strong><\/p>\n

STOCK OPTIONS AND<\/strong><\/p>\n

STOCK APPRECIATION RIGHTS<\/strong><\/p>\n

\n

5.1 NON-QUALIFIED OPTION. Non-Qualified
\nOptions granted under the Plan are Stock Options that are not intended to be
\nIncentive Stock Options under the provisions of Section 422 of the Code.
\nNon-Qualified Options shall be evidenced by written agreements in such form and
\nnot inconsistent with the Plan as the Plan Committee shall in its sole
\ndiscretion approve from time to time, which agreements shall specify the number
\nof shares to which they pertain and the purchase price of such shares.<\/p>\n<\/p>\n

5.2 INCENTIVE STOCK OPTION. Incentive Stock
\nOptions granted under the Plan are Stock Options that are intended to be
\n“incentive stock options” under Section 422 of the Code, and the Plan shall be
\nadministered, except with respect to the right to exercise options after
\ntermination of employment, to qualify Incentive Stock Options issued hereunder
\nas incentive stock options under Section 422 of the Code. An Incentive Stock
\nOption shall not be granted to an employee who owns, or is deemed under
\nSection 424(d) of the Code to own, stock of the Company (or of any parent or
\nSubsidiary of the Company) possessing more than 10% of the total combined voting
\npower of all classes of stock therein. The aggregate Fair Market Value
\n(determined as of the time the option is granted) of the stock with respect to
\nwhich Incentive Stock Options are exercisable for the first time by any
\nParticipant during any calendar year (under all incentive stock option plans of
\nthe Company or any parent or Subsidiary of the Company) shall not exceed
\n$100,000. Incentive Stock Options shall be evidenced by written agreements in
\nsuch form and not inconsistent with the Plan as the Plan Committee shall in its
\nsole discretion approve from time to time, which agreements shall specify the
\nnumber of shares to which they pertain and the purchase price of such shares.\n<\/p>\n<\/p>\n

5.3 OPTION TERMS. Stock Options granted under this
\nPlan shall be subject to the following terms and conditions:<\/p>\n<\/p>\n

(a) Option Period<\/u>. Each Stock Option
\nshall expire and all rights to purchase shares thereunder shall cease not more
\nthan ten years after its Date of Grant or on such date prior thereto as may be
\nfixed by the Plan Committee, or on such other date as is provided by this Plan
\nin the event of termination of employment, death or reorganization. No Stock
\nOption shall permit the purchase of any shares thereunder during the first year\n<\/p>\n

\n

10<\/p>\n

\n

<\/p>\n

\n

after its Date of Grant, except as provided in Section 5.5 hereof or as
\notherwise determined by the Plan Committee.<\/p>\n<\/p>\n

(b) Exercise Price<\/u>. The purchase
\nprice per share payable upon exercise of a Stock Option shall not be less than
\nthe Fair Market Value of a share of Common Stock on the Date of Grant of the
\nStock Option.<\/p>\n<\/p>\n

(c) Transferability and Termination of
\nOptions<\/u>. During the lifetime of an individual to whom a Stock Option is
\ngranted, the Stock Option may be exercised only by such individual and only
\nwhile such individual is an employee of the Company or a Subsidiary and only if
\nthe Participant has been continuously so employed by any one or combination
\nthereof since the Date of Grant of the Stock Option, provided, however, that if
\nthe employment of such Participant by the Company or a Subsidiary Corporation
\nterminates, the Stock Option may additionally be exercised as follows, or in any
\nother manner provided by the Plan Committee, but in no event later than ten
\nyears after the Date of Grant of the Stock Option, except as set forth in
\n(ii) and (v) below:<\/p>\n<\/p>\n\n\n\n\n\n
\n

(i)<\/p>\n<\/td>\n

\n

If a Participant153s termination of employment occurs by reason of normal or
\nlate retirement under any retirement plan of the Company or its Subsidiaries,
\nsuch Participant153s Stock Options may be exercised within five years after the
\ndate of such termination of employment. If a Participant153s termination of
\nemployment occurs by reason of early retirement under any retirement plan of the
\nCompany or its Subsidiaries, or by reason of the transfer of a Participant in a
\nspin-off, or by reason of total and permanent disability, as determined by the
\nPlan Committee, without retirement, then such Participant153s Stock Options shall
\nbe exercisable for a period of up to five years after the date of such
\ntermination of employment if the Plan Committee consents to such an extension.
\nDuring the extension period, the right to exercise Stock Options, if any,
\naccruing in installments, shall continue unless the Plan Committee provides
\notherwise; provided, however, that if the Stock Options are Incentive Stock
\nOptions all installments shall be immediately exercisable; and provided further,
\nthat the Plan Committee may set additional conditions, such as, without limiting
\nthe generality of the foregoing, an agreement to not provide services to a
\ncompetitor of the Company and its Subsidiaries and\/or continuous employment with
\na spin-off entity.<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(ii)<\/p>\n<\/td>\n

\n

If a Participant153s termination of employment occurs by reason of death, then
\nsuch Participant153s outstanding Stock Options shall all become immediately
\nexercisable and may be exercised within five years after the date of death or
\nthe life of the option, whichever is<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

\n

11<\/p>\n

\n

<\/p>\n

less, but in the case of Non-Qualified Options in no event less than one year
\nafter the date of death, unless the Plan Committee provides otherwise.<\/p>\n<\/p>\n

(iii) If a Participant153s termination of
\nemployment occurs for any reason other than as specified in Section 5.3(c)(i) or
\n(ii) hereof, the Participant has been employed by the Company or a Subsidiary or
\nany combination for more than 15 years, and if the Plan Committee so approves,
\nthen such Participant153s Stock Options may be exercised within a period of up to
\nfive years after the date of termination of employment. During the extension
\nperiod, the right to exercise options, if any, accruing in installments shall
\ncontinue unless the Plan Committee provides otherwise; provided, however, the
\nPlan Committee may set additional conditions.<\/p>\n<\/p>\n

(iv) If a Participant153s termination of
\nemployment occurs for any reason other than as specified in Section 5.3(c)(i) or
\n(ii) hereof and the Plan Committee has not approved an extension, then, except
\nas provided below and only with respect to installments that have as of the date
\nof termination already accrued, such Participant153s Stock Options may be
\nexercised within ninety days after the date of such termination of employment
\nexcept in the case of Participants who would at the time be subject to the
\nprovisions of Section 16(b) of the Exchange Act, in which instance the period of
\nexercise shall be two hundred ten days after termination. Notwithstanding the
\nforegoing, those Participants whose employment is terminated because of
\ndeliberate and serious disloyal or dishonest conduct in the course of employment
\nthat justifies and results in prompt discharge for specific cause under the
\nestablished policies and practices of the Company as interpreted by the Plan
\nCommittee shall have no additional period after termination of employment in
\nwhich to exercise their options. Examples of such deliberate and serious
\ndisloyal or dishonest conduct would include material unlawful conduct, material
\nand conscious falsification or unauthorized disclosure of important records,
\nembezzlement or unauthorized conversion of property, serious violation of
\nconflict of interest or vendor relations policies, and misuse or disclosure of
\nsignificant trade secrets or other information likely to be of use to the
\ndetriment of the Company or its interests.<\/p>\n<\/p>\n

(v) Rights accruing to a Participant under
\nSections 5.3(c)(i), 5.3(c)(iii) and 5.3(c)(iv) may, upon the death of a
\nParticipant subsequent to his\/her termination of employment, be exercised by
\nhis\/her duly designated beneficiary or otherwise by his\/her applicable legal
\nrepresentatives, heirs or legatees to the extent vested in and unexercised or
\nperfected by the Participant at the date of his\/her<\/p>\n

\n

12<\/p>\n

\n

<\/p>\n

\n

death. In the case of Non-Qualified Options, the period for such exercise
\nshall not expire less than one year after the date of the Participant153s death,
\nunless the Plan Committee provides otherwise.<\/p>\n<\/p>\n

(vi) Absence on a leave of absence approved by
\nthe Plan Committee shall not be deemed a termination or interruption of
\ncontinuous employment for the purposes of the Plan.<\/p>\n<\/p>\n

No Stock Option shall be assignable or transferable by the individual to whom
\nit is granted, except that it may be transferable (X) by assignment by the
\nParticipant to the extent provided in the applicable option agreement (or as
\nsubsequently allowed by the Plan Committee), or (Y) by will or the laws of
\ndescent and distribution in accordance with the provisions of this Plan. Upon
\nthe death of the Participant an option may only be exercised by such
\nindividual153s beneficiary designated to exercise the option or otherwise by
\nhis\/her applicable legal representatives, heirs or legatees, and only within the
\nspecific time period set forth above and only to the extent vested in and
\nunexercised by the Participant at the date of his\/her death, except as provided
\nin Section 5.3(c)(ii).<\/p>\n<\/p>\n

In no event, whether by the Participant directly or by his\/her proper
\nassignee or beneficiary or other representative, shall any option be exercisable
\nat any time after its expiration date as stated in the option agreement, except
\nas provided in Section 5.3(c)(ii) and (v). When an option is no longer
\nexercisable it shall be deemed for all purposes and without further act to have
\nlapsed and terminated. The Plan Committee may, in its sole discretion,
\ndetermine solely for the purposes of the Plan that a Participant is permanently
\nand totally disabled, and the acts and decisions of the Plan Committee made in
\ngood faith in relation to any such determination shall be conclusive upon all
\npersons and interests affected thereby.<\/p>\n<\/p>\n

(d) Exercise of Options<\/u>. An
\nindividual entitled to exercise Stock Options may, subject to their terms and
\nconditions and the terms and conditions of the Plan, exercise them in whole or
\nin part by delivery of written notice of exercise to the Company at its
\nprincipal office or such other manner as the Company may direct, specifying the
\nnumber of whole shares of Common Stock with respect to which the Stock Options
\nare being exercised. Before shares may be issued, payment must be made in full,
\nin legal United States tender, in the amount of the purchase price of the shares
\nto be purchased at the time and any amounts for withholding as provided in
\nSection 10.8 hereof; provided, however, in lieu of paying for the exercise price
\nin cash as described above, the individual may pay (subject to such conditions
\nand procedures as the Plan Committee may establish) all or part of such exercise
\nprice by tendering (either actually or by attestation) owned and unencumbered
\nshares of Common Stock acceptable to the Plan Committee<\/p>\n

\n

13<\/p>\n

\n

<\/p>\n

\n

and having a Fair Market Value on the date of exercise of the Stock Options
\nequal to or less than the exercise price of the Stock Options exercised, with
\ncash, as set forth above, for the remainder, if any, of the purchase price;
\nprovided, further, that the Plan Committee may permit a Participant to elect to
\npay the exercise price by authorizing a third party to sell shares of Common
\nStock (or a sufficient portion of the shares) acquired upon exercise of the
\nStock Options and remit to the Company a sufficient portion of the sale proceeds
\nto pay the entire exercise price and any tax withholding resulting from such
\nexercise. Subject to rules established by the Plan Committee, the withholdings
\nrequired by Section 10.8 hereof may be satisfied by the Company withholding
\nshares of Common Stock issued on exercise that have a Fair Market Value on the
\ndate of exercise of the Stock Options equal to or less than the withholding
\nrequired by Section 10.8 hereof.<\/p>\n<\/p>\n

(e) Repricing Prohibited<\/u>. Subject to
\nSections 5.5, 7.3 and 10.7, outstanding Stock Options granted under this Plan
\nshall not be repriced.<\/p>\n<\/p>\n

5.4 STOCK APPRECIATION RIGHTS. Stock
\nAppreciation Rights may be granted to Participants either alone (“freestanding”)
\nor in tandem with other Awards, including Performance Awards, Stock Options and
\nRestricted Stock. Stock Appreciation Rights granted in tandem with Incentive
\nStock Options must be granted at the same time as the Incentive Stock Options
\nare granted. Stock Appreciation Rights granted in tandem with any other Award
\nmay be granted at any time prior to the earlier of the exercise or expiration of
\nsuch Award. Stock Appreciation Rights granted in tandem with Stock Options
\nshall terminate and no longer be exercisable upon the termination or exercise of
\nthe related Stock Options. The Plan Committee shall establish the terms and
\nconditions applicable to any Stock Appreciation Rights, which terms and
\nconditions need not be uniform but may not be inconsistent with the terms of the
\nPlan. Freestanding Stock Appreciation Rights shall generally be subject to
\nterms and conditions substantially similar to those described in Section 5.3 for
\nStock Options, including the requirements of 5.3(a), (b) and (e) regarding the
\nmaximum period, minimum price and prohibition on repricing.<\/p>\n<\/p>\n

5.5 CHANGE IN CONTROL. In the event of a
\nChange in Control:<\/p>\n<\/p>\n

(a) If the Company is the surviving entity and
\nany adjustments necessary to preserve the value of the Participant153s outstanding
\nStock Options and Stock Appreciation Rights have been made, or the Company153s
\nsuccessor at the time of the Change in Control irrevocably assumes the Company153s
\nobligations under this Plan or replaces the Participant153s outstanding Stock
\nOptions and Stock Appreciation Rights with stock options and stock appreciation
\nrights having substantially the same value and having terms and conditions no
\nless favorable to the Participant than those applicable to the Participant153s
\nStock Options and Stock Appreciation Rights immediately prior to the Change in
\nControl (collectively, an “Equitable Assumption or Replacement”), then such<\/p>\n

\n

14<\/p>\n

\n

<\/p>\n

\n

Awards or their replacement awards shall become immediately exercisable in
\nfull only if within two years after the Change in Control the Participant153s
\nemployment:<\/p>\n<\/p>\n

(i) is terminated without “Cause”, which
\nfor purposes of this Section 5.5 shall mean (x) willful and continued failure to
\nsubstantially perform the Participant153s duties (other than failure resulting
\nfrom incapacity due to physical or mental illness) after receipt of a written
\ndemand for such performance specifically identifying such failure, or (y) the
\nwillful engaging by the Participant in illegal conduct or gross misconduct that
\nis materially and demonstrably injurious to the Company or its successor;<\/p>\n<\/p>\n

(ii) terminates with “Good Reason”, which
\nfor purposes of this Section 5.5 shall mean any material diminution of the
\nParticipant153s position, authority, duties or responsibilities (including the
\nassignment of duties materially inconsistent with the Participant153s position or
\na material increase in the time Participant is required by the Company or its
\nsuccessor to travel), any reduction in salary or in the Participant153s aggregate
\nbonus and incentive opportunities, any material reduction in the aggregate value
\nof the Participant153s employee benefits (including retirement, welfare and fringe
\nbenefits), or relocation to a principal work site that is more than 40 miles
\nfrom the Participant153s principal work site immediately prior to the Change in
\nControl; or<\/p>\n<\/p>\n

(iii) terminates under circumstances that
\nentitle the Participant to accelerated exercisability under any individual
\nemployment agreement between the Participant and the Company, a Subsidiary, or
\nany successor thereof.<\/p>\n<\/p>\n

(b) If there is no Equitable Assumption or
\nReplacement, then without any action by the Plan Committee or the Board, each
\noutstanding Stock Option and Stock Appreciation Right granted under the Plan
\nthat has not been previously exercised or otherwise lapsed and terminated shall
\nbecome immediately exercisable in full; provided, however, that the Plan
\nCommittee, in its sole discretion, and without the consent of any Participant
\naffected thereby, may determine that a cash payment shall be made promptly
\nfollowing the Change in Control in lieu of all or any portion of the outstanding
\nStock Options and Stock Appreciation Rights granted under this Plan. The amount
\npayable with respect to each share of Common Stock subject to an affected Stock
\nOption and each affected Stock Appreciation Right shall equal the excess of the
\nFair Market Value of a share of Common Stock immediately prior to such Change in
\nControl over the exercise price of such Stock Option or Stock Appreciation
\nRight. After such a determination by the Plan Committee, each Stock Option and
\nStock Appreciation Right, with respect to which a cash payment is to be made
\nshall terminate, and the Participant shall have no further rights thereunder
\nexcept the right to receive such cash payment.<\/p>\n

\n

15<\/p>\n

\n

<\/p>\n

\n

ARTICLE VI<\/strong><\/p>\n

RESTRICTED STOCK AND RESTRICTED STOCK UNITS<\/strong>\n<\/p>\n

\n

6.1 RESTRICTION PERIOD. At the time an Award
\nof Restricted Stock or Restricted Stock Units is made, the Plan Committee shall
\nestablish the terms and conditions applicable to such Award, including the
\nperiod of time (the “Restriction Period”) during which certain restrictions
\nestablished by the Plan Committee shall apply to the Award. The Restriction
\nPeriod shall not be less than three years, provided, however, that for Awards to
\nnon-employee directors of the Company, the terms of the Award may allow for the
\nratable release of the restrictions over a minimum period of one year. Each such
\nAward, and designated portions of the same Award, may have a different
\nRestriction Period, at the discretion of the Plan Committee. Except as permitted
\nor pursuant to Sections 6.4, 6.5 or 10.7 hereof, the Restriction Period
\napplicable to a particular Award shall not be changed.<\/p>\n<\/p>\n

6.2 RESTRICTED STOCK TERMS AND CONDITIONS.
\nRestricted Stock shall be represented by a stock certificate registered in the
\nname of the Participant granted such Restricted Stock. Such Participant shall
\nhave the right to enjoy all shareholder rights during the Restriction Period
\nexcept that:<\/p>\n<\/p>\n

(a) The Participant shall not be entitled to
\ndelivery of the stock certificate until the Restriction Period shall have
\nexpired.<\/p>\n<\/p>\n

(b) The Company may either issue shares
\nsubject to such restrictive legends and\/or stop-transfer instructions as it
\ndeems appropriate or provide for retention of custody of the Common Stock during
\nthe Restriction Period.<\/p>\n<\/p>\n

(c) The Participant may not sell, transfer,
\npledge, exchange, hypothecate or otherwise dispose of the Common Stock during
\nthe Restriction Period, except that it may be transferable by assignment by the
\nParticipant to the extent provided in the applicable Restricted Stock Award
\nagreement.<\/p>\n<\/p>\n

(d) A breach of the terms and conditions
\nestablished by the Plan Committee with respect to the Restricted Stock shall
\ncause a forfeiture of the Restricted Stock, and any dividends withheld thereon.\n<\/p>\n<\/p>\n

(e) Dividends payable in cash or in shares
\nof stock or otherwise may be either currently paid or withheld by the Company
\nfor the Participant153s account. At the discretion of the Plan Committee,
\ninterest may be paid on the amount of cash dividends withheld, including cash
\ndividends on stock dividends, at a rate and subject to such terms as determined
\nby the Plan Committee.<\/p>\n

\n

16<\/p>\n

\n

<\/p>\n

\n

Provided, however, and the provisions of Section 6.4 to the contrary
\nnotwithstanding, in lieu of the foregoing, the Plan Committee may provide that
\nno shares of Common Stock be issued until the Restriction Period is over and
\nfurther provide that the shares of Common Stock issued after the Restriction
\nPeriod has been completed, be issued in escrow and\/or be legended and that the
\nCommon Stock be subject to restrictions including the forfeiture of all or a
\npart of the shares.<\/p>\n<\/p>\n

6.3 PAYMENT FOR RESTRICTED STOCK. A
\nParticipant shall not be required to make any payment for Restricted Stock
\nunless the Plan Committee so requires.<\/p>\n<\/p>\n

6.4 FORFEITURE PROVISIONS. Subject to
\nSection 6.5, in the event a Participant terminates employment during a
\nRestriction Period for the Participant153s Restricted Stock or Restricted Stock
\nUnits, such Awards will be forfeited; provided, however, that the Plan Committee
\nmay provide for proration or full payout in the event of (a) a termination of
\nemployment because of normal or late retirement, (b) with the consent of the
\nPlan Committee, early retirement or spin-off, (c) death, (d) total and permanent
\ndisability, as determined by the Plan Committee, (e) with the consent of the
\nPlan Committee, termination of employment after 15 years of employment with the
\nCompany or a Subsidiary or any combination thereof, or (f) in the case of a
\nnon-employee director, a departure from the Board following the completion of
\nthe director153s term of office, all subject to any other conditions the Plan
\nCommittee may determine. Any Restricted Stock Unit that is not, in all cases,
\ndue and payable not later than the 15th day of the third month following the
\ncalendar year, or if later, the Company153s fiscal year, in which the Restricted
\nStock Unit ceases to be subject to a “substantial risk of forfeiture” within the
\nmeaning Section 409A of the Code, will be subject to the provisions of Appendix
\nA.<\/p>\n<\/p>\n

6.5 CHANGE IN CONTROL. In the event of a
\nChange in Control, restrictions on a fraction of each Participant153s outstanding
\nRestricted Stock and Restricted Stock Units granted under the Plan will lapse.
\nThe numerator of such fraction with respect to an Award shall be the number of
\nmonths that have elapsed in the applicable Restriction Period prior to the
\nChange in Control and the denominator shall be the number of months in such
\nRestriction Period. Distribution of any shares not previously distributed shall
\nbe made within ten days after the Change in Control or later if so provided in
\nthe applicable Award agreement, a related deferral election or if applicable,
\nAppendix A.<\/p>\n<\/p>\n

6.6 DEFERRAL OF RECEIPT OF RESTRICTED STOCK
\nUNITS. With the consent of the Plan Committee, a Participant who has been
\ngranted a Restricted Stock Unit may by compliance with the then applicable
\nprocedures under the Plan irrevocably elect in writing to defer receipt of all
\nor any part of any distribution associated with that Award. The terms and
\nconditions of any such deferral, including but not limited to, the period of
\ntime for, and form of, election; the manner and method of payout; the plan and
\nform in which the deferred amount shall be held; the interest equivalent or
\nother payment that shall accrue pending its payout; and the use and form of
\nDividend Equivalents in<\/p>\n

\n

17<\/p>\n

\n

<\/p>\n

\n

respect of stock-based units resulting from such deferral, shall be as
\ndetermined by the Plan Committee. The Plan Committee may, at any time and from
\ntime to time, but prospectively only, amend, modify, change, suspend or cancel
\nany and all of the rights, procedures, mechanics and timing parameters relating
\nto such deferrals. An election made prior to December 31, 2008 to defer receipt
\nof any distribution associated with a Restricted Stock Unit relating to a
\nRestriction Period ending after December 31, 2004 is subject to the provisions
\nof Appendix A.<\/p>\n<\/p>\n

ARTICLE VII<\/strong><\/p>\n

SHARES OF STOCK SUBJECT TO THE PLAN; MAXIMUM
\nAWARDS<\/strong><\/p>\n

\n

7.1 SHARES AVAILABLE. Subject to the other
\nprovisions of this Article VII, the total number of shares available for grant
\nas Awards pursuant to the Plan shall not exceed in the aggregate 81,000,000
\nshares of Common Stock. (This limit includes the 44,000,000 shares that were
\noriginally made available under this Plan.) Solely for the purpose of applying
\nthe limitation in the preceding sentence and subject to the replenishment and
\nadjustment provisions of Sections 7.2 and 7.3 below:<\/p>\n<\/p>\n

(a) each Award granted under this Plan prior
\nto May 19, 2004 (the date the Plan was last approved by shareholders) shall
\nreduce the number of shares available for grant by one share for every one share
\ngranted;<\/p>\n<\/p>\n

(b) each Stock Option or Stock Appreciation
\nRight granted under this Plan on or after May 19, 2004 shall reduce the number
\nof shares available for grant by one share for every one share granted;<\/p>\n<\/p>\n

(c) each Award granted under this Plan on or
\nafter May 19, 2004 that may result in the issuance of Common Stock, other than a
\nStock Option, Stock Appreciation Right, or Dividend Equivalent, shall reduce the
\nnumber of shares available for grant by two shares for every one share granted;\n<\/p>\n<\/p>\n

(d) each Dividend Equivalent that the
\nCorporation has determined may result in the issuance of Common Stock shall
\nreduce the number of shares available for grant by two shares for every share
\nthat would be issuable if the accumulated value of the Dividend Equivalent were
\nconverted into Common Stock at Fair Market Value, but such reduction shall only
\noccur if the corresponding dividends payable to shareholders were paid in cash;
\nand<\/p>\n<\/p>\n

(e) if Awards are granted in tandem, so that
\nonly one of the Awards may actually be exercised, only the Award that results in
\nthe greater reduction in the number of shares available for grant shall result
\nin a reduction of the shares so available, and the other Award shall be
\ndisregarded.<\/p>\n<\/p>\n

Shares available for grant under the Plan may be authorized and unissued
\nshares, treasury shares held by the Company or shares purchased or held by the
\nCompany or a Subsidiary<\/p>\n

\n

18<\/p>\n

\n

<\/p>\n

\n

for purposes of the Plan, or any combination thereof. Shares issued upon
\nassumption or conversion of outstanding stock-based awards granted by an
\nacquired company shall be disregarded in applying the limitation set forth in
\nthis Section 7.1.<\/p>\n<\/p>\n

7.2 SHARES AGAIN AVAILABLE. In the event all
\nor any portion of an Award is forfeited or cancelled, expires, is settled for
\ncash, or otherwise does not result in the issuance of all or a portion of the
\nshares subject to the Award in connection with the exercise or settlement of
\nsuch Award, the number of shares not issued that were deducted for such Award
\npursuant to Section 7.1 above shall be restored and may again be used for Awards
\nunder the Plan. If a Participant uses shares of Common Stock to pay a purchase
\nor exercise price or tax withholding, either by having the Company withhold
\nshares or tendering shares (either actually or by attestation), an equal number
\nof such shares shall be restored and may again be used for Awards under the
\nPlan. In addition, shares may be reacquired on the open market by the Company
\nusing the Cash Proceeds received by the Company from the exercise on or after
\nMay 19, 2004 of Stock Options granted under the Plan to restore an equal number
\nof shares that may again be used for Awards under the Plan; provided, however,
\nthat the number of shares so restored does not exceed the number that could be
\npurchased at Fair Market Value with the Cash Proceeds on the date of exercise of
\nthe Stock Option giving rise to such Cash Proceeds.<\/p>\n<\/p>\n

If one of the events described in the first sentence of the preceding
\nparagraph occurs with respect to an award that was granted under a Prior Plan
\n(as defined in Section 10.11) but was outstanding on May 19, 2004, the total
\nnumber of shares available for grant under this Plan shall be increased by one
\nshare for each share subject to that award that is not issued.<\/p>\n<\/p>\n

Notwithstanding anything in this Section 7.2 to the contrary and solely for
\npurposes of determining whether shares are available for the issuance of
\nIncentive Stock Options, the maximum aggregate number of shares that may be
\ngranted under this Plan shall be determined without regard to any shares
\nrestored pursuant to this Section 7.2 that, if taken into account, would cause
\nthe Plan to fail the requirement under Code Section 422 that the Plan designate
\nthe maximum aggregate number of shares that may be issued.<\/p>\n<\/p>\n

7.3 RELEVANT CHANGE ADJUSTMENTS. In the
\nevent of any equity restructuring (within the meaning of Financial Accounting
\nStandards No. 123 (revised 2004)) other than: (1) any distribution of securities
\nor other property by the Company to shareholders in a spin-off or split-up that
\ndoes not qualify as a tax-free spin-off or split-up under Section 355 of the
\nCode (or any successor provision of the Code); or (2) any cash dividend
\n(including extraordinary cash dividends), appropriate adjustments in the number
\nof shares available for grant and in any outstanding Awards, including
\nadjustments in the size of the Award and in the exercise price per share of
\nStock Options and Stock Appreciation Rights, shall be made by the Plan Committee
\nto give effect to such equity restructuring to prevent dilution or enlargement
\nof the benefits or potential benefits intended to be made available under the
\nPlan. No such adjustment shall be required to reflect the events described in
\nclauses (1) and (2) above, or any other change in<\/p>\n

\n

19<\/p>\n

\n

<\/p>\n

\n

capitalization that does not constitute an equity restructuring, however such
\nadjustment may be made: (x) if necessary to comply with Section 409A of the
\nCode, the adjustment qualifies as a substitution or assumption under Treasury
\nRegulation Section 1.424-1; and (y) the Plan Committee affirmatively determines,
\nin its discretion, that such an adjustment is appropriate.<\/p>\n<\/p>\n

7.4 MAXIMUM PER PARTICIPANT AWARD. During
\nany consecutive thirty-six month period, no Participant may receive Awards that,
\nin the aggregate, could result in that Participant receiving, earning or
\nacquiring, subject to the adjustments described in Section 7.3:<\/p>\n<\/p>\n

(a) Stock Options and Stock Appreciation
\nRights for, in the aggregate, more than 4,000,000 shares of Common Stock;<\/p>\n<\/p>\n

(b) Performance Shares, Restricted Stock and
\nRestricted Stock Units for, in the aggregate, more than 700,000 shares of Common
\nStock;<\/p>\n<\/p>\n

(c) A number of Dividend Equivalents greater
\nthan the number of shares of Common Stock the Participant could receive, earn or
\nacquire in connection with the related stock-based Awards granted to the
\nParticipant; and<\/p>\n<\/p>\n

(d) Performance Units with a value exceeding
\n$15,000,000.<\/p>\n<\/p>\n

In addition, during any consecutive thirty-six month period, no Participant
\nwho is a non-employee director may receive Awards that, in the aggregate, could
\nresult in that Participant receiving, earning or acquiring, subject to the
\nadjustments described in Section 7.3, more than 75,000 shares of Common Stock.
\nFor purposes of applying the limits described in this Section 7.4, if Awards
\nsubject to the same limit are granted in tandem, so that only one of the Awards
\nmay actually be exercised, only one of the Awards shall be counted.<\/p>\n<\/p>\n

ARTICLE VIII<\/strong><\/p>\n

ADMINISTRATION<\/strong><\/p>\n

\n

8.1 PLAN COMMITTEE. The Plan will be
\nadministered by a committee of two or more members of the Compensation Committee
\nof the Board who are appointed from time to time by the Board and who are
\noutside, independent Board members who, in the judgment of the Board, are
\nqualified to administer the Plan as contemplated by (a) Rule 16b-3 of the
\nSecurities and Exchange Act of 1934 (or any successor rule), (b) Section 162(m)
\nof the Code, as amended, and the regulations thereunder (or any successor
\nSection and regulations), and (c) any rules and regulations of a stock exchange
\non which Common Stock is traded. Any member of the committee administering the
\nPlan who does not satisfy or ceases to satisfy the qualifications set out in the
\npreceding sentence may recuse himself or herself from any vote or other action
\ntaken by such committee. The Board may, at any time and in its complete
\ndiscretion, remove any member of such committee and may fill any vacancy on such
\ncommittee.<\/p>\n

\n

20<\/p>\n

\n

<\/p>\n

\n

8.2 POWERS. The Plan Committee shall have
\nand exercise all of the powers and responsibilities granted expressly or by
\nimplication to it by the provisions of the Plan. Subject to and as limited by
\nsuch provisions, the Plan Committee may from time to time enact, amend and
\nrescind such rules, regulations and procedures with respect to the
\nadministration of the Plan as it deems appropriate or convenient.<\/p>\n<\/p>\n

8.3 INTERPRETATION. All questions arising
\nunder the Plan, any Award agreement, or any rule, regulation or procedure
\nadopted by the Plan Committee shall be determined by the Plan Committee, and its
\ndetermination thereof shall be conclusive and binding upon all parties.<\/p>\n<\/p>\n

8.4 COMMITTEE PROCEDURE. Any action required
\nor permitted to be taken by the Plan Committee under the Plan shall require the
\naffirmative vote of a majority of a quorum of the members of the Plan
\nCommittee. A majority of all members of the Plan Committee shall constitute a
\n“quorum” for Plan Committee business. The Plan Committee may act by written
\ndetermination instead of by affirmative vote at a meeting, provided that any
\nwritten determination shall be signed by all members of the Plan Committee, and
\nany such written determination shall be as fully effective as a majority vote of
\na quorum at a meeting.<\/p>\n<\/p>\n

8.5 DELEGATION. The Plan Committee may
\ndelegate all or any part of its authority under the Plan to a subcommittee of
\ndirectors and\/or officers of the Company for purposes of determining and
\nadministering Awards granted to persons who are not then subject to the
\nreporting requirements of Section 16 of the Exchange Act.<\/p>\n<\/p>\n

ARTICLE IX<\/strong><\/p>\n

REDUCTION IN AWARDS<\/strong><\/p>\n

\n

9.1 WHEN APPLICABLE. Anything in this Plan to the contrary notwithstanding,
\nthe provisions of this Article IX shall apply to a Participant if an independent
\nauditor selected by the Plan Committee (the “Auditor”) determines that each of
\n(a) and (b) below are applicable.<\/p>\n<\/p>\n

(a) Payments or distributions hereunder,
\ndetermined without application of this Article IX, either alone or together with
\nother payments in the nature of compensation to the Participant which are
\ncontingent on a change in the ownership or effective control of the Company, or
\nin the ownership of a substantial portion of the assets of the Company, or
\notherwise (but after any elimination or reduction of such payments under the
\nterms of the Company153s Officer Income Continuance Policy Statement, as amended),
\nwould result in any portion of the payments hereunder being subject to an excise
\ntax on excess parachute payments imposed under Section 4999 of the Code.<\/p>\n

\n

21<\/p>\n

\n

<\/p>\n

\n

(b) The excise tax imposed on the Participant
\nunder Section 4999 of the Code on excess parachute payments, from whatever
\nsource, would result in a lesser net aggregate present value of payments and
\ndistributions to the Participant (after subtraction of the excise tax) than if
\npayments and distributions to the Participant were reduced to the maximum amount
\nthat could be made without incurring the excise tax.<\/p>\n<\/p>\n

9.2 REDUCED AMOUNT. Under this Article IX
\nthe payments and distributions under this Plan shall be reduced (but not below
\nzero) so that the present value of such payments and distributions shall equal
\nthe Reduced Amount. The “Reduced Amount” (which may be zero) shall be an amount
\nexpressed in present value which maximizes the aggregate present value of
\npayments and distributions under this Plan which can be made without causing any
\nsuch payment to be subject to the excise tax under Section 4999 of the Code. The
\ndeterminations and reductions under this Section 9.2 shall be made after
\neliminations or reductions, if any, have been made under the Company153s Officer
\nIncome Continuance Policy Statement, as amended.<\/p>\n<\/p>\n

9.3 PROCEDURE. If the Auditor determines
\nthat this Article IX is applicable to a Participant, it shall so advise the Plan
\nCommittee in writing. The Plan Committee shall then promptly give the
\nParticipant notice to that effect together with a copy of the detailed
\ncalculation supporting such determination which shall include a statement of the
\nReduced Amount. Such notice shall also include a description of which and how
\nmuch of the Awards shall be eliminated or reduced (as long as their aggregate
\npresent value equals the Reduced Amount). For purposes of this Article IX,
\nAwards shall be reduced in the following order: (1) Stock Options with an
\nexercise price above the then Fair Market Value of a share of Common Stock that
\nhave a positive value for purposes of Section 280G of the Code, as determined
\nunder applicable IRS guidance; (2) pro rata among Awards that constitute
\ndeferred compensation subject to Section 409A of the Code; and (3) if a further
\nreduction is necessary to reach the Reduced Amount, among the Awards that are
\nnot subject to Section 409A of the Code. Present value shall be determined in
\naccordance with Section 280G of the Code. All the foregoing determinations made
\nby the Auditor under this Article IX shall be made as promptly as practicable
\nafter it is determined that excess parachute payments (as defined in Section
\n280G of the Code) will be made to the Participant if an elimination or reduction
\nis not made. As promptly as practicable, the Company shall provide to or for the
\nbenefit of the Participant such amounts and shares as are then due to the
\nParticipant under this Plan and shall promptly provide to or for the benefit of
\nthe Participant in the future such amounts and shares as become due to the
\nParticipant under this Plan.<\/p>\n<\/p>\n

9.4 CORRECTIONS. As a result of the
\nuncertainty in the application of Section 280G of the Code at the time of the
\ninitial determination by the Auditor hereunder, it is possible that payments or
\ndistributions under this Plan will have been made which should not have been
\nmade (“Overpayment”) or that additional payments or distributions which will
\nhave not been made could have been made (“Underpayment”), in each case,
\nconsistent with the calculation of the Reduced Amount hereunder. In the event
\nthat the Auditor, based upon the assertion of a deficiency by the Internal
\nRevenue Service<\/p>\n

\n

22<\/p>\n

\n

<\/p>\n

\n

against the Company or the Participant which the Auditor believes has a high
\nprobability of success, determines that an Overpayment has been made, any such
\nOverpayment shall be treated for all purposes as a loan to the Participant which
\nthe Participant shall repay together with interest at the applicable Federal
\nrate provided for in Section 7872(f)(2) of the Code; provided, however, that no
\namount shall be payable by the Participant if and to the extent such payment
\nwould not reduce the amount which is subject to the excise tax under Section
\n4999 of the Code. In the event that the Auditor, based upon controlling
\nprecedent, determines that an Underpayment has occurred, any such Underpayment
\nshall be promptly paid to or for the benefit of the Participant together with
\ninterest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of
\nthe Code.<\/p>\n<\/p>\n

9.5 NON-CASH BENEFITS. In making its
\ndetermination under this Article IX, the value of any non-cash benefit shall be
\ndetermined by the Auditor in accordance with the principles of Section
\n280G(d)(3) of the Code.<\/p>\n<\/p>\n

9.6 DETERMINATIONS BINDING. All
\ndeterminations made by the Auditor under this Article IX shall be binding upon
\nthe Company, the Plan Committee and the Participant.<\/p>\n<\/p>\n

ARTICLE X<\/strong><\/p>\n

GENERAL PROVISIONS<\/strong><\/p>\n

\n

10.1 AMENDMENT OR TERMINATION OF PLAN. The Board
\nmay at any time amend, suspend, discontinue or terminate the Plan (including the
\nmaking of any necessary enabling, conforming and procedural amendments to the
\nPlan to authorize and implement the granting of Incentive Stock Options or other
\nincome tax preferred stock options which may be authorized by federal law
\nsubsequent to the effective date of this Plan); provided, however, that no
\namendment by the Board shall, without further approval of the shareholders of
\nthe Company, increase the total number of shares of Common Stock which may be
\nmade subject to the Plan, except as provided at Section 7.3 hereof, or make any
\nother change for which shareholder approval is required by law or under the
\napplicable rules of the New York Stock Exchange. No action taken pursuant to
\nthis Section 10.1 of the Plan shall, without the consent of the Participant,
\nadversely affect any Awards which have been previously granted to a Participant
\nexcept pursuant to Section 10.5 of the Plan.<\/p>\n<\/p>\n

10.2 NON-ALIENATION OF RIGHTS AND BENEFITS. Except
\nas expressly provided herein, no right or benefit under the Plan shall be
\nsubject to anticipation, alienation, sale, assignment, pledge, encumbrance or
\ncharge and any attempt to anticipate, alienate, sell, assign, pledge, encumber
\nor charge the same shall be void. No right or benefit hereunder shall in any
\nmanner be liable for or subject to the debts, contracts, liabilities or torts of
\nthe person entitled to such right or benefit. If any Participant or beneficiary
\nhereunder should become bankrupt or attempt to anticipate, alienate, sell,
\nassign, pledge, encumber or charge any right or benefit hereunder (other than as
\nexpressly provided herein), then such right or benefit shall, in the sole
\ndiscretion of the Plan Committee, cease and in such event the Company may hold
\nor apply the same<\/p>\n

\n

23<\/p>\n

\n

<\/p>\n

or any or no part thereof for the benefit of the Participant or beneficiary,
\nhis\/her spouse, children or other dependents or any of them in any such manner
\nand in such proportion as the Plan Committee in its sole discretion may deem
\nproper.<\/p>\n<\/p>\n

10.3 NO RIGHTS AS SHAREHOLDER. The granting of
\nAwards under the Plan shall not entitle a Participant or any other person
\nsucceeding to his\/her rights, to any dividend, voting or other right as a
\nshareholder of the Company unless and until the issuance of a stock certificate
\nto the Participant or such other person pursuant to the provisions of the Plan
\nand then only subsequent to the date of issuance thereof.<\/p>\n<\/p>\n

10.4 LIMITATION OF LIABILITY OR OBLIGATION OF THE
\nCOMPANY. As illustrative only of the limitations of liability or obligation of
\nthe Company and not intended to be exhaustive thereof, nothing in the Plan shall
\nbe construed:<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n
\n

(a)<\/p>\n<\/td>\n

\n

to give any employee of the Company any right to be granted any Award other
\nthan at the sole discretion of the Plan Committee;<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(b)<\/p>\n<\/td>\n

\n

to give any Participant any rights whatsoever with respect to shares of
\nCommon Stock except as specifically provided in the Plan;<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(c)<\/p>\n<\/td>\n

\n

to limit in any way the right of the Company or any Subsidiary to terminate,
\nchange or modify, with or without cause, the employment of any Participant at
\nany time; or<\/p>\n<\/td>\n<\/tr>\n

\n<\/td>\n\n<\/td>\n<\/tr>\n
\n

(d)<\/p>\n<\/td>\n

\n

to be evidence of any agreement or understanding, express or implied, that
\nthe Company or any Subsidiary will employ any Participant in any particular
\nposition at any particular rate of compensation or for any particular period of
\ntime.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Payments and other benefits received by a Participant under an Award shall
\nnot be deemed part of a Participant153s regular, recurring compensation for
\npurposes of any termination, indemnity or severance pay laws and shall not be
\nincluded in, nor have any effect on, the determination of benefits under any
\nother employee benefit plan, contract or similar arrangement provided by the
\nCompany or any Subsidiary, unless expressly so provided by such other plan,
\ncontract or arrangement or the Plan Committee determines that an Award or
\nportion of an Award should be included to reflect competitive compensation
\npractices or to recognize that an Award has been made in lieu of a portion of
\ncompetitive cash compensation.<\/p>\n<\/p>\n

10.5 GOVERNMENT REGULATIONS. Notwithstanding any
\nother provisions of the Plan seemingly to the contrary, the obligation of the
\nCompany with respect to Awards granted under the Plan shall at all times be
\nsubject to any and all applicable laws, rules and regulations and such approvals
\nby any government agencies as may be required or deemed by the Board or Plan
\nCommittee as reasonably necessary or appropriate for the protection of the
\nCompany.<\/p>\n

\n

24<\/p>\n

\n

<\/p>\n

\n

In connection with any sale, issuance or transfer hereunder, the Participant
\nacquiring the shares shall, if requested by the Company, give assurances
\nsatisfactory to counsel of the Company that the shares are being acquired for
\ninvestment and not with a view to resale or distribution thereof and assurances
\nin respect of such other matters as the Company may deem desirable to assure
\ncompliance with all applicable legal requirements.<\/p>\n<\/p>\n

10.6 NON-EXCLUSIVITY OF THE PLAN. Neither the
\nadoption of the Plan by the Board nor the submission of the Plan to shareholders
\nof the Company for approval shall be construed as creating any limitations on
\nthe power or authority of the Board to adopt such other or additional incentive
\nor other compensation arrangements of whatever nature as the Board may deem
\nnecessary or desirable or preclude or limit the continuation of any other plan,
\npractice or arrangement for the payment of compensation or fringe benefits to
\nemployees generally, or to any class or group of employees, which the Company or
\nany Subsidiary now has lawfully put into effect, including, without limitation,
\nany retirement, pension, savings, profit sharing or stock purchase plan,
\ninsurance, death and disability benefits, and executive short term incentive
\nplans.<\/p>\n<\/p>\n

10.7 REORGANIZATION. In case the Company is merged
\nor consolidated with another corporation, or in case the property or stock of
\nthe Company is acquired by another corporation, or in case of a separation,
\nreorganization or liquidation of the Company (for purposes hereof any such
\noccurrence being referred to as an “Event”), the Plan Committee or a comparable
\ncommittee of any corporation assuming the obligations of the Company hereunder,
\nshall either:<\/p>\n<\/p>\n

(a) make appropriate provision for the
\nprotection of any outstanding stock-based Awards granted thereunder by the
\nsubstitution on an equitable basis of appropriate stock, stock units, stock
\noptions or stock appreciation rights of the Company, or of the merged,
\nconsolidated or otherwise reorganized corporation which will be issuable in
\nrespect to the Awards. Stock to be issued pursuant to such substitute awards
\nshall be limited so that the excess of the aggregate fair market value of the
\nshares subject to such substitute awards immediately after such substitution
\nover the purchase price thereof (if any) is not more than the excess of the
\naggregate fair market value of the shares subject to such substitute awards
\nimmediately before such substitution over the purchase price thereof (if any);
\nor<\/p>\n<\/p>\n

(b) upon written notice to the Participant,
\ndeclare that all Performance Awards granted to the Participant are deemed
\nearned, that the Restriction Period of all Restricted Stock and Restricted Stock
\nUnits has been eliminated and that all outstanding Stock Options and Stock
\nAppreciation Rights shall accelerate and become exercisable in full but that all
\noutstanding Stock Options and Stock Appreciation Rights, whether or not
\nexercisable prior to such acceleration, must be exercised within the period of
\ntime set forth in such notice or they will terminate. In connection with any
\ndeclaration pursuant to this Section 10.7(b), the Plan Committee may, but shall
\nnot be<\/p>\n

\n

25<\/p>\n

\n

<\/p>\n

\n

obligated to, cause a cash payment to be made to each Participant who holds a
\nStock Option or Stock Appreciation Right that is terminated in an amount equal
\nto the product obtained by multiplying (x) the amount (if any) by which the
\nEvent Proceeds Per Share (as hereinafter defined) exceeds the exercise price per
\nshare covered by such Stock Option times (y) the number of shares of Common
\nStock covered by such Stock Option or Stock Appreciation Right. For purposes of
\nthis Section 10.7(b), “Event Proceeds Per Share” shall mean the cash plus the
\nfair market value, as determined in good faith by the Plan Committee, of the
\nnon-cash consideration to be received per share by the shareholders of the
\nCompany upon the occurrence of the Event.<\/p>\n<\/p>\n

10.8 WITHHOLDING TAXES, ETC. All distributions
\nunder the Plan shall be subject to any required withholding taxes and other
\nwithholdings and, in case of distributions in Common Stock, the Participant or
\nother recipient may, as a condition precedent to the delivery of Common Stock,
\nbe required to pay to his\/her participating employer the excess, if any, of the
\namount of required withholding over the withholdings, if any, from any
\ndistributions in cash under the Plan. All or a portion of such payment may, in
\nthe discretion of the Plan Committee and upon the election of the Participant,
\nbe made (a) by withholding from shares that would otherwise be delivered to the
\nParticipant a number of shares sufficient to satisfy the remaining required tax
\nwithholding or (b) by tendering (either actually or by attestation) owned and
\nunencumbered shares of Common Stock acceptable to the Plan Committee and having
\na Fair Market Value on the date of tender equal to or less than the remaining
\nrequired tax withholding. No distribution under the Plan shall be made in
\nfractional shares of Common Stock, but the proportional market value thereof
\nshall be paid in cash.<\/p>\n<\/p>\n

10.9 GENERAL RESTRICTION. Each Award shall be
\nsubject to the requirement that, if at any time the Board shall determine, in
\nits discretion, that the listing, registration or qualification of the shares
\nsubject to such option and\/or right upon any securities exchange or under any
\nstate or federal law, or the consent or approval of any government regulatory
\nbody, is necessary or desirable as a condition of, or in connection with the
\ngranting of such Award or the issue or purchase of shares respectively
\nthereunder, such Award may not be exercised in whole or in part unless such
\nlisting, registration, qualification, consent or approval shall have been
\neffected or obtained free of any conditions not acceptable to the Board.<\/p>\n<\/p>\n

10.10 USE OF PROCEEDS. The proceeds derived by the
\nCompany from the sale of the stock pursuant to Awards granted under the Plan
\nshall constitute general funds of the Company.<\/p>\n<\/p>\n

10.11 PRIOR PLANS. Notwithstanding the adoption of this
\nPlan by the Board, the Company153s Executive Long Term Incentive Plan of 1981 and
\nthe Director Stock Option Plan of 1995, as the same have been amended from time
\nto time (the “Prior Plans”), shall remain in effect, and all grants and awards
\nheretofore made under the Prior<\/p>\n

\n

26<\/p>\n

\n

<\/p>\n

\n

Plans shall be governed by the terms of the Prior Plans. The Plan Committee
\nshall not, however, make any additional grants pursuant to the Prior Plans.<\/p>\n<\/p>\n

10.12 DURATION OF PLAN. This Plan shall remain in effect
\nuntil the earliest of the following events occurs: (a) distribution of all
\nshares of Common Stock subject to the Plan, (b) termination of this Plan
\npursuant to Section 10.1 hereof, or (c) May 19, 2014; provided, however, that
\nAwards made before the termination or expiration of this Plan may be exercised,
\nvested, settled or otherwise effectuated after such date in accordance with the
\nterms of such Awards.<\/p>\n<\/p>\n

10.13 SEVERABILITY. In the event any provision of this
\nPlan shall be held to be illegal or invalid for any reason, the illegality or
\ninvalidity shall not affect the remaining parts of this Plan, and this Plan
\nshall be construed and enforced as if the illegal or invalid provision had not
\nbeen included.<\/p>\n<\/p>\n

10.14 GOVERNING LAW. To the extent that federal laws do
\nnot otherwise control, this Plan and all determinations made and actions taken
\npursuant to this Plan shall be governed by the laws of Minnesota and construed
\naccordingly.<\/p>\n<\/p>\n

10.15 HEADINGS. The headings of the Articles and their
\nsubparts in this Plan are for convenience of reading only and are not meant to
\nbe of substantive significance and shall not add to or detract from the meaning
\nof such Article or subpart to which it refers.<\/p>\n<\/p>\n

10.16 STOCK CERTIFICATES. Notwithstanding anything in
\nthe Plan to the contrary, to the extent the Plan provides for the issuance of
\nstock certificates to reflect the issuance of shares of Common Stock or
\nRestricted Stock, the issuance may be effected on a non-certificated basis, to
\nthe extent not prohibited by applicable law or the applicable rules of any stock
\nexchange on which the Common Stock is traded.<\/p>\n

\n

27<\/p>\n

\n

<\/p>\n

\n

APPENDIX A<\/u><\/p>\n

\n

A-1 PURPOSE AND EFFECT<\/u>. This Appendix A to
\nthe Target Corporation Long-Term Incentive Plan modifies the terms of any
\ndeferred Performance Award and any Restricted Stock Unit that is subject to
\nSection 409A of the Code that was awarded prior to December 31, 2008 and that is
\npaid or payable after December 31, 2008. The provisions of this Appendix A will
\nsupersede any inconsistent terms of any award that is covered by this Appendix
\nA. Awards covered by this Appendix A (collectively referred to herein as
\n“Appendix A Awards”) include:<\/p>\n<\/p>\n

(a) Any Performance Award deferred prior to December 31, 2008 for a
\nPerformance Period ending after December 31, 2004 (“Deferred Performance Share
\nUnit”);<\/p>\n<\/p>\n

(b) Any Restricted Stock Unit (other than a Deferred Restricted Stock
\nUnit defined below) for which distribution is not, in all cases, due and payable
\nnot later than the 15th day of the third month following the calendar year, or
\nif later, the Company153s fiscal year, in which the Restricted Stock Unit ceases
\nto be subject to a “substantial risk of forfeiture” within the meaning of
\nSection 409A of the Code; and<\/p>\n<\/p>\n

(c) Any Restricted Stock Unit relating to a Restriction Period
\nending after December 31, 2004 for which an election was made prior to
\nDecember 31, 2008 to defer receipt of any distribution associated with such
\nRestricted Stock Unit (“Deferred Restricted Stock Unit”).<\/p>\n<\/p>\n

A-2 DEFINITIONS<\/u>. The capitalized terms in
\nthis Addendum that are not defined below, shall have the same meaning as in the
\nAgreement, or, if not defined in the Agreement, as defined in the Plan.<\/p>\n<\/p>\n

(a) Company<\/u>. For purposes of this Addendum, Company includes
\nany person that would be treated as a single employer with the Company under
\nSection 414(b) or 414(c) of the Code.<\/p>\n<\/p>\n

(b) Disabled<\/u>. An employee Participant will be Disabled if, by
\nreason of any medically-determinable physical or mental impairment which can be
\nexpected to result in death or can be expected to last for a continuous period
\nof not less than twelve months, Participant (i) is unable to engage in any
\nsubstantial gainful activity or (ii) is receiving income replacement benefits
\nfor a period of not less than three months under an accident and health plan
\ncovering employees of the Company. An employee Participant will be deemed to be
\nDisabled if he or she is determined to be totally disabled by the Social
\nSecurity Administration.<\/p>\n<\/p>\n

(c) Termination of Employment<\/u>. For purposes of determining an
\nemployee Participant153s entitlement to payment of an Appendix A Award,
\n“Termination<\/p>\n

\n

28<\/p>\n

\n

<\/p>\n

\n

of Employment” means a severance of such Participant153s employment
\nrelationship with the Company, for any reason. For purposes of determining when
\na distribution will be made under Appendix A, a “Termination of Employment” will
\nbe deemed to occur if, based on the relevant facts and circumstances to the
\nParticipant, the Company and Participant reasonably anticipate that future
\nservices to be performed by the Participant for the Company will permanently
\ndecrease to no more than 20% of the average level of services performed over the
\nimmediately preceding 36-month period. A bona fide leave of absence that is six
\nmonths or less, or during which an individual retains a reemployment right, will
\nnot cause a Termination of Employment. In the case of a leave of absence without
\na right of reemployment that exceeds the time periods described in this
\nparagraph, a Termination of Employment will be deemed to occur once the leave of
\nabsence exceeds six months. Notwithstanding the foregoing, a Termination of
\nEmployment shall not occur unless such termination also qualifies as a
\n“separation from service,” as defined under Section 409A of the Code and related
\nguidance thereunder.<\/p>\n<\/p>\n

(d) Trust<\/u>. Trust means the Target Corporation Deferred
\nCompensation Trust, established by agreement dated January 1, 2005, by and
\nbetween the Company and State Street Bank and Trust Company, as amended, or
\nsimilar trust agreement.<\/p>\n<\/p>\n

A-3 PAYMENT OF EMPLOYEE PARTICIPANT153S
\nRESTRICTED STOCK UNITS<\/u>. The vested amount of an employee Participant153s
\nRestricted Stock Units and Deferred Restricted Stock Units shall convert to
\nshares of Common Stock and shall be issued to or on behalf of the Participant
\nupon the earlier of the following:<\/p>\n<\/p>\n

(a) the employee Participant153s death;<\/p>\n<\/p>\n

(b) the date the employee Participant becomes Disabled;<\/p>\n<\/p>\n

(c) for a Participant153s Deferred Restricted Stock Units, the later
\nof the Vesting Date or the first day of the month next following the date that
\nis six (6) months after the employee Participant153s Termination of Employment;
\nand for a Participant153s Restricted Stock Units that are not Deferred Restricted
\nStock Units, the earlier of the Vesting Date or the first day of the month next
\nfollowing the date that is six (6) months after the employee Participant153s
\nTermination of Employment; or<\/p>\n<\/p>\n

(d) the termination and liquidation of employee Participant153s
\nRestricted Stock Units or Deferred Restricted Stock Units under Section A-7
\nbelow.<\/p>\n<\/p>\n

Payments under Paragraphs (a), (b) and (c) will be made within 90 days of
\nsuch distribution event and payment on account of Paragraph (d) will be made in
\naccordance with Section A-7.<\/p>\n

\n

29<\/p>\n

\n

<\/p>\n

\n

A-4 PAYMENT OF NON-EMPLOYEE DIRECTOR
\nPARTICIPANT153S RESTRICTED STOCK UNITS<\/u>. The vested amount of a non-employee
\ndirector Participant153s Restricted Stock Units shall convert to shares of Common
\nStock and shall be issued to or on behalf of the Participant upon the earlier of
\nthe following:<\/p>\n<\/p>\n

(a) the date of the Participant153s death; or<\/p>\n<\/p>\n

(b) the date the non-employee director Participant ceases to be a member of
\nthe Board of Directors of the Company, provided the Participant has ceased all
\ncontractual relationships as an independent contractor with the Company and has
\nexperienced a “separation from service” under Section 409A of the Code, provided
\nfurther, if the Participant is a “specified employee,” as defined under
\nSection 409A of the Code, on the date of his or her separation from service,
\npayment will be suspended for six (6) months following the Participant153s
\nseparation from service, or, if earlier, until the Participant153s death.<\/p>\n<\/p>\n

A-5 PAYMENT OF DEFERRED PERFORMANCE
\nAWARD<\/u>. The vested amount of the percentage of a Participant153s Deferred
\nPerformance Share Units shall convert to shares of Common Stock and shall be
\nissued to or on behalf of a Participant as soon as practicable, but not more
\nthan 90 days, after the later of the following:<\/p>\n<\/p>\n

(a) the end of the Performance Period; or<\/p>\n<\/p>\n

(b) the first of the following events to occur:<\/p>\n<\/p>\n\n\n\n\n\n\n\n
\n

(1)<\/p>\n<\/td>\n

\n

the Participant153s death;<\/p>\n<\/td>\n<\/tr>\n

\n

(2)<\/p>\n<\/td>\n

\n

the date the Participant becomes Disabled;<\/p>\n<\/td>\n<\/tr>\n

\n

(3)<\/p>\n<\/td>\n

\n

the first day of the month next following the date that is six (6) months
\nafter the Participant153s Termination of Employment;<\/p>\n<\/td>\n<\/tr>\n

\n

(4)<\/p>\n<\/td>\n

\n

the fixed distribution date, if any, designated by the Participant pursuant
\nto a written distribution election made in accordance with Plan procedures; or\n<\/p>\n<\/td>\n<\/tr>\n

\n

(5)<\/p>\n<\/td>\n

\n

the termination and liquidation of the Participant153s Deferred Performance
\nShare units under Section A-7 below.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

A-6 FUNDING UPON A CHANGE IN CONTROL<\/u>. In
\nthe event a Change in Control causes the Trust to be funded, the Company shall:\n<\/p>\n<\/p>\n

(a) determine the amount of the Company153s
\nobligation to Participants who are entitled to a distribution of Appendix A
\nAwards, by multiplying the number of Units earned as of the Change in Control by
\nthe Fair Market Value of one share of Common Stock on the date of the Change in
\nControl;<\/p>\n<\/p>\n

(b) credit the amounts determined in
\nparagraph (a) to a bookkeeping account in the name of each applicable
\nParticipant;<\/p>\n

\n

30<\/p>\n

\n

<\/p>\n

\n

(c) on and after the date of the Change in
\nControl, credit to such bookkeeping accounts investment earnings at an annual
\nrate equal to the sum of the 10-Year United States Treasury Note rate plus 2%.
\nThe 10-Year United States Treasury Note rate will be determined on the date of
\nthe Change in Control, or if no such rate is available on that date, the
\nimmediately preceding date such rate is available, and such rate will be reset
\neach calendar quarter as necessary; and<\/p>\n<\/p>\n

(d) transfer cash or other property to the
\nTrust as provided under the Trust. Such transfer shall be made to the extent
\npermitted by, subject to, and in accordance with, the terms of the Trust.<\/p>\n<\/p>\n

A-7 AWARD TERMINATION AND LIQUIDATION ON
\nACCOUNT OF A CHANGE IN CONTROL<\/u>. Upon a Change in Control the Appendix A
\nAwards will terminate and payment of all amounts under such Awards will be
\naccelerated if and to the extent provided in this Section A-7.<\/p>\n<\/p>\n

(a) The Appendix A Awards will be terminated effective as of the first
\ndate on which there has occurred both (i) a Change in Control under
\nSection 2.4(a) and (ii) a funding of the Trust on account of such Change in
\nControl (referred to herein as the “Appendix A termination effective date”)
\nunless, prior to such Appendix A termination effective date the Board
\naffirmatively determines that the Appendix A Awards will not be terminated as of
\nsuch effective date. The Board will be deemed to have taken action to
\nirrevocably terminate the Appendix A Awards as of the Appendix A termination
\neffective date by its failure to affirmatively determine that the Appendix A
\nAwards will not terminate as of such date.<\/p>\n<\/p>\n

(b) The determination by the Board under paragraph (a) constitutes a
\ndetermination that such termination will satisfy the requirements of
\nSection 409A of the Code, including an agreement by the Company that it will
\ntake such additional action or refrain from taking such action as may be
\nnecessary to satisfy the requirements necessary to terminate and liquidate the
\nAppendix A Awards under paragraph (c) below.<\/p>\n<\/p>\n

(c) In the event the Board does not affirmatively determine not to
\nterminate the Appendix A Awards as provided in paragraph (a), such termination
\nshall be subject to either (1) or (2) as follows:<\/p>\n<\/p>\n

1. If the Change in Control qualifies as a “change in control
\nevent” under Section 409A of the Code, payment of all Appendix A Awards will be
\naccelerated and made in a lump sum as soon as administratively practicable but
\nnot more than 90 days following the Appendix A termination effective date,
\nprovided the requirements of Treasury Regulation
\nSection 1.409A-3(j)(4)(ix)(B) have been satisfied.<\/p>\n

\n

31<\/p>\n

\n

<\/p>\n

\n

2. If the Change in Control does not qualify as a “change in
\ncontrol event” for purposes of Section 409A of the Code, payment of all Appendix
\nA Awards will be accelerated and made in a lump sum as soon as administratively
\npracticable but not more than 60 days following the 12 month anniversary of the
\nAppendix A termination effective date, provided, the requirements of Treasury
\nRegulation Section 1.409A-3(j)(4)(ix)(C) have been satisfied.<\/p>\n<\/p>\n

A-8 LIMITATIONS ON TRANSFER<\/u>. Awards subject
\nto this Appendix A may not be assigned or transferred by a Participant during
\ntheir lifetime, other than to a former spouse incident to divorce if and to the
\nextent required by a qualified domestic relations order and permitted under the
\nterms of the applicable Award agreement, and the Awards shall not be subject to
\nanticipation, alienation, sale, assignment, pledge, encumbrance or
\nhypothecation, execution, attachment or similar process. Any attempt to
\nanticipate, alienate, sell, assign, transfer, pledge, encumber, hypothecate,
\ncharge or otherwise dispose of an Award in a manner contrary to the provisions
\nhereof, and the levy of any attachment or similar process upon the awards, shall
\nbe null and void.<\/p>\n

\n

32<\/p>\n

\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9007],"corporate_contracts_industries":[9495],"corporate_contracts_types":[9539,9546],"class_list":["post-40093","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-target-corp","corporate_contracts_industries-retail__department","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\/40093","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=40093"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40093"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40093"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40093"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}