{"id":40227,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/omnibus-equity-compensation-plan-apache-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"omnibus-equity-compensation-plan-apache-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/omnibus-equity-compensation-plan-apache-corp.html","title":{"rendered":"Omnibus Equity Compensation Plan – Apache Corp."},"content":{"rendered":"

APACHE CORPORATION
\n2011 Omnibus Equity Compensation Plan<\/strong><\/p>\n

\n

Section 1<\/p>\n

\n

Introduction<\/p>\n

\n

1.1 Establishment.<\/u><\/em> Apache Corporation, a Delaware corporation
\n(hereinafter referred to, together with its Affiliates (as defined below) as the
\n“Company” except where the context otherwise requires), hereby establishes the
\nApache Corporation 2011 Omnibus Equity Compensation Plan (the “Plan”), as it may
\nbe amended and restated from time to time.<\/p>\n<\/p>\n

1.2 Purpose<\/u>. <\/em>The purpose of the Plan is to provide Eligible
\nPersons designated by the Committee for participation in the Plan with
\nequity-based incentives to: (i) encourage such individuals to continue in the
\nlong-term service of the Company and its Affiliates, (ii) create in such
\nindividuals a more direct interest in the future success of the operations of
\nthe Company, (iii) attract outstanding individuals, and (iv) retain and motivate
\nsuch individuals. The Plan is intended to provide eligible individuals with the
\nopportunity to invest in the Company, thereby relating incentive compensation to
\nincreases in stockholder value and more closely aligning the compensation of
\nsuch individuals with the interests of the Company153s stockholders.<\/p>\n<\/p>\n

Accordingly, this Plan provides for the granting of Incentive Stock Options,
\nNon-Qualified Stock Options, Performance Awards, Restricted Stock, Restricted
\nStock Units, Stock Appreciation Rights or any combination of the foregoing, as
\nthe Committee determines is best suited to the circumstances of the particular
\nindividual as provided herein.<\/p>\n<\/p>\n

1.3 Effective Date<\/u>. <\/em>The Effective Date of the Plan (the
\n“Effective Date”) is May 5, 2011. This Plan and each Award granted hereunder are
\nconditioned on and shall be of no force or effect until the Plan is approved by
\nthe stockholders of the Company. The Committee (or its delegate in accordance
\nwith Section 3.4(b) hereof) may award grants, the entitlement to which shall be
\nexpressly subject to the condition that the Plan shall have been approved by the
\nstockholders of the Company.<\/p>\n<\/p>\n

Section 2<\/p>\n

\n

Definitions<\/p>\n

\n

2.1 Definitions<\/u><\/em>. The following terms shall have the meanings
\nset forth below:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Administrative Agent”<\/u><\/em> means any designee or agent that may
\nbe appointed by the Committee pursuant to subsections 3.1(h) and 3.4 hereof.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

“Affiliate”<\/u><\/em> means any entity other than the Company that is
\naffiliated with the Company through stock or equity ownership or otherwise and
\nis designated as an Affiliate for purposes of the Plan by the Committee;
\nprovided<\/u>, however<\/u>, that, notwithstanding any other provisions of
\nthe Plan to the contrary, for purposes of NQSOs and SARs, if an individual who
\notherwise qualifies as an Eligible Person provides services to such an entity
\nand not to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

1<\/p>\n

\n

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

the Company, such entity may only be designated an Affiliate if the Company
\nqualifies as a “service recipient,” within the meaning of Internal Revenue Code
\nSection 409A, with respect to such individual; provided<\/u> further<\/u>
\nthat such definition of “service recipient” shall be determined by (a) applying
\nInternal Revenue Code Section 1563(a)(1), (2), and (3), for purposes of
\ndetermining a controlled group of corporations under Internal Revenue Code
\nSection 414(b), using the language “at least 50 percent” instead of “at least 80
\npercent” each place it appears in Internal Revenue Code Section 1563(a)(1), (2),
\nand (3), and by applying Treasury Regulations Section 1.414(c)-2, for purposes
\nof determining trades or businesses (whether or not incorporated) that are under
\ncommon control for purposes of Internal Revenue Code Section 414(c), using the
\nlanguage “at least 50 percent” instead of “at least 80 percent” each place it
\nappears in Treasury Regulations Section 1.414(c)-2, and (b) where the use of
\nShares with respect to the grant of an Option or SAR to such an individual is
\nbased upon legitimate business criteria, by applying Internal Revenue Code
\nSection 1563(a)(1), (2), and (3), for purposes of determining a controlled group
\nof corporations under Internal Revenue Code Section 414(b), using the language
\n“at least 20 percent” instead of “at least 80 percent” at each place it appears
\nin Internal Revenue Code Section 1563(a)(1), (2), and (3), and by applying
\nTreasury Regulations Section 1.414(c)-2, for purposes of determining trades or
\nbusinesses (whether or not incorporated) that are under common control for
\npurposes of Internal Revenue Code Section 414(c), using the language “at least
\n20 percent” instead of “at least 80 percent” at each place it appears in
\nTreasury Regulations Section 1.414(c)-2; provided further that for purposes of
\nISOs, “Affiliate” shall mean any present or future corporation which is or would
\nbe a “subsidiary corporation” of the Company as the term is defined in Section
\n424(f) of the Internal Revenue Code.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

“Award”<\/u><\/em> means any Stock Option, Stock Appreciation Right,
\nRestricted Stock, Restricted Stock Unit, Performance Award, Dividend Equivalent
\nor any other stock-based award granted to a Participant under the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Board”<\/u><\/em> means the Board of Directors of the Company.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

“Change of Control”<\/u><\/em> shall have the meaning assigned to such
\nterm in the Company153s Income Continuance Plan as in effect on the Effective Date\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Committee”<\/u><\/em> means the Stock Option Plan Committee of the
\nBoard or such other Committee of the Board that is empowered hereunder to
\nadminister the Plan. The Committee shall be constituted at all times so as to
\npermit the Plan to be administered by “non-employee directors” (as defined in
\nRule 16b-3 of the Exchange Act) and “outside directors” (as defined in Treasury
\nRegulations Section 1.162-27 (e)(3)) and to satisfy such additional regulatory
\nor listing requirements as the Board may determine to be applicable or
\nappropriate.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

“Deferred Delivery Plan”<\/u><\/em> means the Company153s Deferred
\nDelivery Plan, as it has been or may be amended from time to time, or any
\nsuccessor plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Dividend Equivalent”<\/u><\/em> means a right, granted to an Eligible
\nPerson to receive cash, Stock, other Awards or other property equal in value to
\ndividends paid with respect to a specified number of shares of Stock, or other
\nperiodic payments.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

2<\/p>\n

\n

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

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

<\/td>\n\n

“Eligible Persons”<\/u><\/em> means those employees of the Company or of
\nany Affiliates, members of the Board, and members of the board of directors of
\nany Affiliates who are designated as Eligible Persons by the Committee.
\nNotwithstanding the foregoing, grants of Incentive Stock Options may not be
\ngranted to anyone who is not an employee of the Company or an Affiliate.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Exchange Act”<\/u><\/em> means the Securities Exchange Act of 1934, as
\namended.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

“Exercise Date”<\/u><\/em> means the date of exercise determined in
\naccordance with subsection 6.2(g) hereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Fair Market Value”<\/u><\/em> means the per share closing price of the
\nStock as reported on The New York Stock Exchange, Inc. Composite Transactions
\nReporting System for a particular date or, if the Stock is not so listed on such
\ndate, as reported on NASDAQ or on such other exchange or electronic trading
\nsystem which, on the date in question, reports the largest number of traded
\nshares of Stock, provided<\/u>, however<\/u>, that if on the date Fair
\nMarket Value is to be determined there are no transactions in the Stock, Fair
\nMarket Value shall be determined as of the immediately preceding date on which
\nthere were transactions in the Stock; provided<\/u> further<\/u>,
\nhowever<\/u>, that if the foregoing provisions are not applicable, the fair
\nmarket value of a share of the Stock as determined by the Committee by the
\nreasonable application of such reasonable valuation method, consistently
\napplied, as the Committee deems appropriate; provided<\/u> further<\/u>,
\nhowever<\/u>, that, with respect to ISOs, such Fair Market Value shall be
\ndetermined subject to Section 422(c)(7) of the Internal Revenue Code. For
\npurposes of the foregoing, a valuation prepared in accordance with any of the
\nmethods set forth in Treasury Regulation Section 1.409A-1(b)(5)(iv)(B)(2),
\nconsistently used, shall be rebuttably presumed to result in a reasonable
\nvaluation. This definition is intended to comply with the definition of “fair
\nmarket value” contained in Treasury Regulation Section 1.409A-1(b)(5)(iv) and
\nshould be interpreted consistently therewith.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

“Incentive Stock Option”<\/u><\/em> or “ISO”<\/u><\/em> means any
\nOption intended to be and designated as an incentive stock option and which
\nsatisfies the requirements of Section 422 of the Internal Revenue Code or any
\nsuccessor provision thereto.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Internal Revenue Code” or “Code”<\/u><\/em> means the Internal Revenue
\nCode of 1986, as it may be amended from time to time, and any successor thereto.
\nAny reference to a section of the Internal Revenue Code or Treasury Regulation
\nshall be treated as a reference to any successor section.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

“Involuntary Termination<\/u>” <\/em>means the termination of employment
\nof the Participant by the Company or its successor for any reason on or after a
\nChange of Control; provided, that the termination does not result from an act of
\nthe Participant that (i) constitutes common-law fraud, a felony, or a gross
\nmalfeasance of duty, or (ii) is materially detrimental to the best interests of
\nthe Company or its successor.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Non-Qualified Stock Option”<\/u><\/em> or “NQSO”<\/u><\/em> means
\nany Option that is not intended to qualify as an “incentive stock option” under
\nSection 422 of the Internal Revenue Code.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

“Option”<\/u><\/em> means an option to purchase a number of shares of
\nStock granted pursuant to subsection 6.1.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3<\/p>\n

\n

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

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

<\/td>\n\n

“Option Price”<\/u><\/em> means the price at which shares of Stock
\nsubject to an option may be purchased, determined in accordance with subsection
\n6.2(b) hereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Participant”<\/u><\/em> means an Eligible Person designated by the
\nCommittee, from time to time during the term of the Plan to receive one or more
\nAwards under the Plan.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

“Performance Award”<\/u><\/em> is a right to either a number of shares
\nof Stock or SARs (“Performance Shares”) determined (in either case) in
\naccordance with subsection 9.1 of this Plan based on the extent to which the
\napplicable Performance Goals are achieved. A Performance Share shall be of no
\nvalue to a Participant unless and until earned in accordance with subsection 9.2
\nhereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Performance Goals”<\/u><\/em> are the performance conditions, if any,
\nestablished pursuant to subsection 9.1 by the Committee in connection with an
\nAward.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

“Performance Period”<\/u><\/em> with respect to a Performance Award is a
\nperiod not less than one calendar year or one fiscal year of the Company,
\nbeginning not earlier than the year in which such Performance Award is granted,
\nwhich may be referred to herein and by the Committee by use of the calendar of
\nfiscal year in which a particular Performance Period commences.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Restricted Stock”<\/u><\/em> means Stock granted to an Eligible Person
\nunder Section 8 hereof, that is subject to certain restrictions and to a risk of
\nforfeiture.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

“Restricted Stock Unit”<\/u><\/em> means a right, granted to an Eligible
\nPerson under Section 8 hereof, to receive Stock, cash or a combination thereof
\nat the end of a specified vesting period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Restriction Period”<\/u><\/em> shall have the meaning assigned to such
\nterm in subsection 8.1.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

“Stock”<\/u><\/em> means the $0.625 par value common stock of the
\nCompany and or any security into which such common stock is converted or
\nexchanged upon merger, consolidation, or any capital restructuring (within the
\nmeaning of Section 13) of the Company.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Stock Appreciation Right”<\/u><\/em> or “SAR”<\/u><\/em> means a
\nright granted to an Eligible Person to receive an amount in cash, Stock, or
\nother property equal to the excess of the Fair Market Value as of the Exercise
\nDate of one share of Stock over the SAR Price times the number of shares of
\nStock to which the Stock Appreciation Right relates. Stock Appreciation Rights
\nmay be granted in tandem with Options or other Awards or may be freestanding.\n<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

“SAR Price”<\/u><\/em> means the price at which the Stock Appreciation
\nRight was granted, which shall be determined in the same manner as the Option
\nPrice of an Option in accordance with subsection 6.2 hereof.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

“Voluntary Termination with Cause<\/u>” <\/em>occurs upon a
\nParticipant153s separation from service of his own volition and one or more of the
\nfollowing conditions occurs without the Participant153s consent on or after a
\nChange of Control:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

4<\/p>\n

\n

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

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

<\/td>\n\n

There is a material diminution in the Participant153s base compensation,
\ncompared to his rate of base compensation on the date of the Change of Control.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

There is a material diminution in the Participant153s authority, duties or
\nresponsibilities.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

There is a material diminution in the authority, duties or responsibilities
\nof the Participant153s supervisor, such as a requirement that the Participant (or
\nhis supervisor) report to a corporate officer or employee instead of reporting
\ndirectly to the board of directors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

There is a material diminution in the budget over which the Participant
\nretains authority.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

There is a material change in the geographic location at which the
\nParticipant must perform his service, including, for example the assignment of
\nthe Participant to a regular workplace that is more than 50 miles from his
\nregular workplace on the date of the Change of Control.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

The Participant must notify the Company of the existence of one or more
\nadverse conditions specified in clauses (i) through (v) above within 90 days of
\nthe initial existence of the adverse condition. The notice must be provided in
\nwriting to Apache Corporation153s Senior Vice President, Human Resources or
\nhis\/her delegate. The notice may be provided by personal delivery or it may be
\nsent by email, inter-office mail, regular mail (whether or not certified), fax,
\nor any similar method. Apache Corporation153s Senior Vice President, Human
\nResources or his\/her delegate shall acknowledge receipt of the notice within 5
\nbusiness days; the acknowledgement shall be sent to the Participant by certified
\nmail. Notwithstanding the foregoing provisions of this definition, if the
\nCompany remedies the adverse condition within 30 days of being notified of the
\nadverse condition, no Voluntary Termination with Cause shall occur.<\/p>\n<\/p>\n

2.2 Headings; Gender and Number<\/u>. <\/em>The headings contained in
\nthe Plan are for reference purposes only and shall not affect in any way the
\nmeaning or interpretation of the Plan. Except when otherwise indicated by the
\ncontext, the masculine gender shall also include the feminine gender, and the
\ndefinition of any term herein in the singular shall also include the plural.\n<\/p>\n<\/p>\n

Section 3<\/p>\n

\n

Plan Administration<\/p>\n

\n

3.1 Administration by the Committee.<\/u><\/em> The Plan shall be
\nadministered by the Committee. In accordance with the provisions of the Plan,
\nthe Committee shall, in its sole discretion, adopt rules and regulations for
\ncarrying out the purposes of the Plan, including, without limitation, the
\nauthority to:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

Grant Awards;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

Select the Eligible Persons and the time or times at which Awards shall be
\ngranted;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

5<\/p>\n

\n

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

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

<\/td>\n\n

Determine the type and number of Awards to be granted, the number of shares
\nof Stock to which an Award may relate and the terms, conditions, restrictions,
\nand Performance Goals relating to any Award;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

Determine whether, to what extent, and under what circumstances an Award may
\nbe settled, canceled, forfeited, exchanged, or surrendered;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

Construe and interpret the Plan and any Award;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

Prescribe, amend, and rescind rules and procedures relating to the Plan;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

Determine the terms and provisions of Award agreements;<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

Appoint designees or agents (who need not be members of the Committee or
\nemployees of the Company) to assist the Committee with the administration of the
\nPlan;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

Communicate the material terms of each Award to its recipient within a
\nrelatively short period of time after approval; and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

Make all other determinations deemed necessary or advisable for the
\nadministration of the Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3.2 Committee Discretion<\/u><\/em>. The Committee shall, in its
\nabsolute discretion, and without amendment to the Plan, have the power to
\naccelerate, waive or modify, at any time, any term or condition of an Award that
\nis not mandatory under this Plan; provided, however, that the Committee shall
\nnot have any discretion to accelerate, waive or modify any term or condition of
\nan Award that is intended to qualify as “performance-based compensation” for
\npurposes of Section 162(m) of the Internal Revenue Code if such discretion would
\ncause the Award to not so qualify. In the event of a Change of Control, the
\nprovisions of Section 12 hereof shall be mandatory and shall govern the vesting
\nand exercisability schedule of any Award granted hereunder.<\/p>\n<\/p>\n

3.3 Indemnification<\/u><\/em>. No member of the Committee shall be
\nliable for any action, omission, or determination made in good faith. The
\nCompany shall indemnify (to the extent permitted under Delaware law) and hold
\nharmless each member of the Committee and each other director or employee of the
\nCompany to whom any duty or power relating to the administration or
\ninterpretation of the Plan has been delegated against any cost or expense
\n(including counsel fees) or liability (including any sum paid in settlement of a
\nclaim with the approval of the Committee) arising out of any action, omission or
\ndetermination relating to the Plan, unless, in either case, such action,
\nomission or determination was taken or made by such member, director or employee
\nin bad faith and without reasonable belief that it was in the best interests of
\nthe Company. The determination, interpretations and other actions of the
\nCommittee pursuant to the provisions of the Plan shall be binding and conclusive
\nfor all purposes and on all persons.<\/p>\n<\/p>\n

3.4 Committee Delegation<\/u>.<\/em><\/p>\n<\/p>\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

The Committee may from time to time adopt such rules and regulations for
\ncarrying out the purposes of the Plan as it may deem proper and in the best
\ninterests of the Company. The Committee may appoint an Administrative Agent, who
\nneed not be a member of the Committee or an employee of the Company, to assist
\nthe Committee in administration of<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

6<\/p>\n

\n

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

the Plan and to whom it may delegate such powers as the Committee deems
\nappropriate, except that the Committee shall determine any dispute. The
\nCommittee may correct any defect, supply any omission or reconcile any
\ninconsistency in the Plan, or in any Award agreement entered into hereunder, in
\nthe manner and to the extent it shall deem expedient, and it shall be the sole
\nand final judge of such inconsistency;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

The Committee has delegated authority to the Chief Executive Officer of the
\nCompany to grant Awards to employees of the Company who are not the Company153s
\nexecutive officers (as such term is defined for purposes of Section 16 of the
\nExchange Act) and who are below the level of Regional Vice President or Staff
\nVice President; provided, that any such Awards may only be granted in accordance
\nwith guidelines established by the Committee.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

3.5 Compliance with Section 162(m).<\/u><\/em> Except as expressly
\notherwise stated in any resolution of the Committee, the Plan is intended to
\ncomply with the requirements of Section 162(m) or any successor section(s) of
\nthe Internal Revenue Code (“Section 162(m)”) as to any “covered employee” as
\ndefined in Section 162(m), and shall be administered, interpreted, and construed
\nconsistently therewith. The Committee is authorized to take such additional
\naction, if any, that may be required to ensure that the Plan and any Award under
\nthe Plan satisfy the requirements of Section 162(m), taking into account any
\nregulations or other guidance issued by the Internal Revenue Service.<\/p>\n<\/p>\n

Section 4<\/p>\n

\n

Stock Subject to the Plan<\/p>\n

\n

4.1 Number of Shares<\/u><\/em>. Subject to adjustments pursuant to
\nSection 4.4 hereof, up to 25,500,000 shares of Stock are authorized for issuance
\nunder the Plan in accordance with the Plan153s terms and subject to such
\nrestrictions or other provisions as the Committee may from time to time deem
\nnecessary. Notwithstanding the foregoing, the number of aggregate shares of
\nStock available for issuance under the Plan at any given time shall be reduced
\nby (i) 1.0 share for each share of Stock granted in the form of Stock Options or
\nStock Appreciation Rights, or (ii) 2.39 shares for each share of Stock granted
\nin the form of any Award that is not a Stock Option or Stock Appreciation Right.
\nDuring the duration of the Plan, no Eligible Person may be granted Options which
\nin the aggregate cover in excess of 10 percent of the total shares of Stock
\nauthorized under the Plan. No Award may be granted under the Plan on or after
\nthe 10-year anniversary of the Effective Date. The foregoing to the contrary
\nnotwithstanding, within the aggregate limit described in the first sentence of
\nthis Section 4.1, up to 25,500,000 shares of Stock may be issued pursuant to
\nISOs granted under the Plan.<\/p>\n<\/p>\n

4.2 Availability of Shares Not Issued under Awards<\/u><\/em>.<\/u>
\nIf shares of Stock which may be issued pursuant to the terms of the Plan awarded
\nhereunder are forfeited, cancelled, exchanged or surrendered or if an Award
\notherwise terminates or expires without a distribution of shares to the holder
\nof such Award, the shares of Stock with respect to such Award shall, to the
\nextent of any such forfeiture, cancellation, exchange, surrender, termination or
\nexpiration, again be available for Awards under the Plan; provided, however,
\nthat in such case, the number of shares of Stock that may be issued under the
\nPlan shall increase by 1.0 share for each share related to a Stock Option or a
\nStock Appreciation Right that is so forfeited, cancelled, exchanged or
\nsurrendered or expired and by 2.39 shares for each such share which is not
\nrelated to a Stock Option or a Stock Appreciation Right. The number of shares
\navailable shall not be increased by shares tendered, surrendered or withheld in
\nconnection with the exercise or settlement of an Award or the related tax
\nwithholding obligations. Furthermore, when a<\/p>\n<\/p>\n

7<\/p>\n

\n

\n

SAR is settled in shares, the number of shares subject to the SAR under the
\nSAR Award agreement will be counted against the aggregate number of shares with
\nrespect to which Awards may be granted under the Plan as one share for every
\nshare subject to the SAR, regardless of the number of shares used to settle the
\nSAR upon exercise.<\/p>\n<\/p>\n

4.3 Stock Offered<\/u>. <\/em>The Company shall at all times during the
\nterm of the Plan retain as authorized and unissued Stock and\/or Stock in the
\nCompany153s treasury, at least the number of shares from time to time require
\nunder the provisions of the Plan, or otherwise assure itself of its ability to
\nperform its obligations hereunder.<\/p>\n<\/p>\n

4.4 Adjustments for Stock Split, Stock Dividend, Etc<\/u>. <\/em>If the
\nCompany shall at any time increase or decrease the number of its outstanding
\nshares of Stock or change in any way the rights and privileges of such shares by
\nmeans of the payment of a Stock dividend or any other distribution upon such
\nshares payable in Stock or rights to acquire Stock, or through a Stock split,
\nreverse Stock split, subdivision, consolidation, combination, reclassification
\nor recapitalization involving the Stock (any of the foregoing being herein
\ncalled a “capital restructuring”), then in relation to the Stock that is
\naffected by one or more of the above events, the numbers, rights, and privileges
\nof the following shall be, in each case, equitably and proportionally adjusted
\nto take into account the occurrence of any of the above events, (i) the number
\nand kind of shares of Stock or other property (including cash) that may
\nthereafter be issued pursuant to subsections 4.1 and 4.10, (ii) the number and
\nkind of shares of Stock or other property (including cash) issued or issuable in
\nrespect of outstanding Awards; and (iii) the exercise price, grant price, or
\npurchase price relating to any Award; provided that, with respect to Incentive
\nStock Options, such adjustment shall be made in accordance with Section 424(h)
\nof the Internal Revenue Code; (iv) the Performance Goals, and (v) the individual
\nlimitations applicable to Awards.<\/p>\n<\/p>\n

4.5 Other Changes in Stock<\/u>. <\/em>In the event there shall be any
\nchange, other than as specified in subsections 4.4 hereof, in the number or kind
\nof outstanding shares of Stock or of any stock or other securities into which
\nthe Stock shall be changed or for which it shall have been exchanged, and if the
\nCommittee shall in its discretion determine that such change equitably requires
\nan adjustment in the number or kind of shares subject to outstanding Awards or
\nwhich have been reserved for issuance pursuant to the Plan but are not then
\nsubject to an Award, then such adjustments shall be made by the Committee and
\nshall be effective for all purposes of the Plan and on each outstanding Award
\nthat involves the particular type of stock for which a change was effected.<\/p>\n<\/p>\n

4.6 Rights to Subscribe<\/u><\/em>. If the Company shall at any time
\ngrant to the holders of its Stock rights to subscribe pro rata for additional
\nshares thereof or for any other securities of the Company or of any other
\ncorporation, there shall be reserved with respect to the shares then under an
\noutstanding Award to any Participant of the particular class of Stock involved
\nthe Stock or other securities which the Participant would have been entitled to
\nsubscribe for if immediately prior to such grant the Participant had exercised
\nhis entire Option. If, upon exercise of any such Option, the Participant
\nsubscribes for the additional shares or other securities, the aggregate Option
\nPrice shall be increased by the amount of the price that is payable by the
\nParticipant for such additional shares or other securities as if the Participant
\nhad exercised his entire Option immediately prior to the grant of such
\nadditional shares or other securities.<\/p>\n<\/p>\n

4.7 General Adjustment Rules<\/u><\/em>. No adjustment or substitution
\nprovided for in this Section 4 shall require the Company to sell a fractional
\nshare of Stock under any Option, or otherwise issue a fractional share of Stock,
\nand the total substitution or adjustment with respect to each Option shall be
\nlimited by deleting any fractional share. In the case of any such substitution
\nor adjustment, the aggregate Option Price for the shares of Stock then subject
\nto the Option shall remain unchanged but the Option Price per<\/p>\n<\/p>\n

8<\/p>\n

\n

\n

share under each such Option shall be equitably adjusted by the Committee to
\nreflect the greater or lesser number of shares of Stock or other securities into
\nwhich the Stock subject to the Option may have been changed.<\/p>\n<\/p>\n

4.8 Determination by the Committee, Etc<\/u>. <\/em>Adjustments under
\nthis Section 4 shall be made by the Committee, whose determinations with regard
\nthereto shall be final and binding upon all parties.<\/p>\n<\/p>\n

4.9 Code Section 409A<\/u><\/em>. For any Award that is not subject to
\nInternal Revenue Code Section 409A before the adjustments identified in the
\npreceding sections of this Section 4, no adjustment shall be made that would
\ncause the Award to become subject to Internal Revenue Code Section 409A. For an
\nAward that is subject to Internal Revenue Code Section 409A before the
\nadjustments identified in the preceding sections of this Section 4, no
\nadjustment shall cause the Award to violate Internal Revenue Code Section 409A,
\nwithout the prior written consent of both the Participant and the Committee.\n<\/p>\n<\/p>\n

4.10 Award Limits<\/u><\/em>. The following limits shall apply to grants
\nof all Awards under the Plan:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

Options<\/u><\/em>: The maximum aggregate number of shares of Stock that
\nmay be subject to Options granted in any calendar year to any one Participant
\nshall be 250,000 shares.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

SARs<\/u><\/em>: <\/em>The maximum aggregate number of shares that
\nmay be subject to Stock Appreciation Rights granted in any calendar year to any
\none Participant shall be 250,000 shares. Any shares covered by Options which
\ninclude tandem SARs granted to one Participant in any calendar year shall reduce
\nthis limit on the number of shares subject to SARs that can be granted to such
\nParticipant in such calendar year.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

Restricted Stock or Restricted Stock Units<\/u><\/em>: The maximum
\naggregate number of shares of Stock that may be subject to Awards of Restricted
\nStock or Restricted Stock Units granted in any calendar year to any one
\nParticipant shall be 250,000 shares.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

Performance Awards<\/u><\/em>: The maximum aggregate grant with respect
\nto Performance Awards granted in any calendar year to any one Participant shall
\nbe 250,000 shares (or SARs based on the value of such number of shares).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To the extent required by Section 162(m) of the Code, shares subject to
\nOptions or SARs which are canceled shall continue to be counted against the
\nlimits set forth in paragraphs (a) and (b) immediately preceding.<\/p>\n<\/p>\n

4.11 Repayment\/Forfeiture of Awards<\/u><\/em>. If required by the
\nSarbanes-Oxley Act of 2002 and\/or by the Dodd-Frank Wall Street Reform and
\nConsumer Protection Act of 2010, each Participant153s Award shall be conditioned
\non repayment or forfeiture in accordance with applicable law and the related
\nAward agreement shall reflect any such condition. In addition, the Committee may
\nestablish such conditions for repayment or forfeiture of Awards as the Committee
\nmay adopt by policy for the Company or any Affiliate.<\/p>\n<\/p>\n

9<\/p>\n

\n

\n

Section 5<\/p>\n

\n

Granting of Awards to Participants<\/p>\n

\n

5.1 Participation.<\/u><\/em> Participants in the Plan shall be those
\nEligible Persons who, in the judgment of the Committee (or, pursuant to Section
\n3.4(b), the Chief Executive Officer of the Company), are performing, or during
\nthe term of their incentive arrangement will perform, vital services in the
\nmanagement, operation, and development of the Company or an Affiliate, and
\nsignificantly contribute, or are expected to significantly contribute, to the
\nachievement of the Company153s long-term corporate economic objectives.
\nParticipants may be granted from time to time one or more Awards; provided,
\nhowever, that the grant of each such Award shall be separately approved by the
\nCommittee or granted in accordance with Section 3.4(b) hereof, and receipt of
\none such Award shall not result in automatic receipt of any other Award. Upon
\ndetermination that an Award is to be granted to a Participant, as soon as
\npracticable, written notice shall be given to such person, specifying the terms,
\nconditions, rights and duties related thereto. Each Participant shall, if
\nrequired by the Committee, enter into an agreement with the Company, in such
\nform as the Committee shall determine and which is consistent with the
\nprovisions of the Plan, specifying such terms, conditions, rights, and duties.
\nAwards shall be deemed to be granted as of the date specified in the grant
\nresolution of the Committee (or, in the case of grants made pursuant to Section
\n3.4(b), in accordance with the guidelines established by the Committee), which
\ndate shall be the date of any related agreement with the Participant. In the
\nevent of any inconsistency between the provisions of the Plan and any such
\nagreement entered into hereunder, the provisions of the Plan shall govern.<\/p>\n<\/p>\n

Awards granted to members of the Board shall be recommended to the full Board
\nby the Management Development and Compensation Committee and approved by the
\nfull Board.<\/p>\n<\/p>\n

5.2 Notification to Participants and Delivery of
\nDocuments<\/u><\/em>.<\/u> As soon as practicable after such determinations have
\nbeen made, each Participant shall be notified of (a) his\/her designation as a
\nParticipant, (b) the date of grant, (c) the number and type of Awards granted to
\nthe Participant, (d) in the case of Performance Awards, the Performance Period
\nand Performance Goals, (e) in the case of Restricted Stock or Restricted Stock
\nUnits, the Restriction Period (as defined in subsection 8.1), and (f) any other
\nterms or conditions imposed by the Committee with respect to the Award.<\/p>\n<\/p>\n

5.3 Delivery of Award Agreement<\/u><\/em>. This requirement for
\ndelivery of a written Award agreement is satisfied by electronic delivery of
\nsuch agreement provided that evidence of the Participant153s receipt of such
\nelectronic delivery is available to the Company and such delivery is not
\nprohibited by applicable laws and regulations.<\/p>\n<\/p>\n

Section 6<\/p>\n

\n

Stock Options<\/p>\n

\n

6.1 Grant of Stock Options<\/u><\/em>. Coincident with or following
\ndesignation for participation in the Plan, an Eligible Person may be granted one
\nor more Options. Grants of Options under the Plan shall be made by the Committee
\nor in accordance with Section 3.4(b). In no event shall the exercise of one
\nOption<\/p>\n<\/p>\n

10<\/p>\n

\n

\n

affect the right to exercise any other Option or affect the number of shares
\nof Stock for which any other Option may be exercised, except as provided in
\nsubsection 6.2(j) hereof.<\/p>\n<\/p>\n

6.2 Stock Option Agreements<\/u><\/em>. Each Option granted under the
\nPlan shall be identified as either an Incentive Stock Option or a Non-Qualified
\nStock Option (or, if no such identification is made, then it shall be a
\nNon-Qualified Stock Option) and evidenced by a written agreement which shall be
\nentered into by the Company and the Participant to whom the Option is granted,
\nand which shall contain the following terms and conditions set out in this
\nsubsection 6.2, as well as such other terms and conditions, not inconsistent
\ntherewith, as the Committee may consider appropriate.<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

Number of Shares<\/u><\/em>. Each Stock Option agreement shall state
\nthat it covers a specified number of shares of Stock, as determined by the
\nCommittee.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

Price.<\/u><\/em> The price at which each share of Stock covered by an
\nOption may be purchased, the Option Price, shall be determined in each case by
\nthe Committee and set forth in the Stock Option agreement. The price may vary
\naccording to a formula specified in the Stock Option agreement, but in no event
\nshall the Option Price ever be less than the Fair Market Value of the Stock on
\nthe date the Option is granted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

No Backdating<\/u><\/em>. There shall be no backdating of Options, and
\neach Option shall be dated the actual date that the Committee adopts the
\nresolution awarding the grant of such Option.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

Limitations on Incentive Stock Options<\/u><\/em>. No Incentive Stock
\nOption may be granted to an individual if, at the time of the proposed grant,
\nsuch individual owns (or is attributed to own by virtue of the Internal Revenue
\nCode) Stock possessing more than 10 percent of the total combined voting power
\nof all classes of stock of the Company or any Affiliate unless (i) the exercise
\nprice of such Incentive Stock Option is at least 110 percent of the Fair Market
\nValue of a share of Stock at the time such Incentive Stock Option is granted and
\n(ii) such Incentive Stock Option is not exercisable after the expiration of five
\nyears from the date such Incentive Stock Option is granted.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

To the extent that the aggregate Fair Market Value of Stock of the Company
\nwith respect to which Incentive Stock Options are exercisable for the first time
\nby a Participant during any calendar year under the Plan and any other option
\nplan of the Company (or any Affiliate) shall exceed $100,000, such Options shall
\nbe treated as Non-Qualified Stock Options. Such Fair Market Value shall be
\ndetermined as of the date on which each such Incentive Stock Option is granted.\n<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

Duration of Options<\/u><\/em>. Each Stock Option agreement shall state
\nthe period of time, determined by the Committee, within which the Option may be
\nexercised by the Participant (the “Option Period”). The Option Period must end,
\nin all cases, not more than ten years from the date an Option is granted.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

Termination of Options<\/u><\/em>. During the lifetime of a Participant
\nto whom a Stock Option is granted, the Stock Option may be exercised only by
\nsuch Participant or, in the case of disability (as determined pursuant to the
\nCompany153s Long-Term Disability Plan or any successor plan) by the Participant153s
\ndesignated legal representative, except to the extent such exercise would cause
\nany Award intended to qualify as an ISO not to so qualify. Once a Participant to
\nwhom a Stock Option was granted dies, the Stock Option may be exercised only by
\nthe personal representative of the Participant153s estate or, with respect to<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11<\/p>\n

\n

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

Stock Options that are not Incentive Stock Options, as otherwise provided in
\nSection 14.2. Unless the Stock Option agreement shall specify a longer or
\nshorter period, at the discretion of the Committee, then the Participant (or
\nrepresentative, or, if applicable pursuant to Section 14.2, designated
\nbeneficiary) may exercise the Stock Option for a period of up to three months
\nafter such Participant terminates employment or ceases to be a member of the
\nBoard.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

(g) Exercise, Payments, Etc<\/u><\/em>.<\/p>\n<\/p>\n

(i) Each Stock Option agreement shall provide that the method for exercising
\nthe Option granted therein shall be by delivery to the Office of the Secretary
\nof the Company or to the Administrative Agent of written notice specifying the
\nnumber of shares of Stock with respect to which such Option is exercised and
\npayment to the Company of the aggregate Option Price. Such notice shall be in a
\nform satisfactory to the Committee and shall specify the particular Options (or
\nportions thereof) which are being exercised and the number of shares of Stock
\nwith respect to which the Options are being exercised. The Participant153s
\nobligation to deliver written notice of exercise is satisfied by electronic
\ndelivery of such notice through means satisfactory to the Committee and
\nprescribed by the Company. The exercise of the Option shall be deemed effective
\non the date such notice is received by the Office of the Secretary or by the
\nAdministrative Agent and payment is made to the Company of the aggregate Option
\nPrice (the “Exercise Date”); however, if payment of the aggregate Option Price
\nis made pursuant to a sale of shares of Stock as contemplated by subsection
\n6.2(g)(iv)(E) below, the Exercise Date shall be deemed to be the date of such
\nsale. If requested by the Company, such notice shall contain the Participant153s
\nrepresentation that he or she is purchasing the Stock for investment purposes
\nonly and his or her agreement not to sell any Stock so purchased in any manner
\nthat is in violation of the Exchange Act or any applicable state law, and such
\nrestriction, or notice thereof, shall be placed on the certificates representing
\nthe Stock so purchased. The purchase of such Stock shall take place upon
\ndelivery of such notice to the Office of the Secretary of the Company or to the
\nAdministrative Agent, at which time the aggregate Option Price shall be paid in
\nfull to the Company by any of the methods or any combination of the methods set
\nforth in subsection 6.2(g)(iv) below.<\/p>\n<\/p>\n

(ii) The shares of Stock to which the Participant is entitled as a result of
\nthe exercise of the Option shall be issued by the Company and either (A)
\ndelivered by electronic means to an account designated by the Participant or (B)
\ndelivered to the Participant in the form of a properly executed certificate or
\ncertificates representing such shares of Stock. If shares of Stock are used to
\npay all or part of the aggregate Option Price, the Company shall issue and
\ndeliver to the Participant the additional shares of Stock, in excess of the
\naggregate Option Price or portion thereof paid using shares of Stock, to which
\nthe Participant is entitled as a result of the Option exercise.<\/p>\n<\/p>\n

(iii) The Company153s obligation to deliver the shares of Stock to which the
\nParticipant is entitled as a result of the exercise of the Option shall be
\nsubject to the payment in full to the Company of the aggregate Option Price and
\nthe required tax withholding.<\/p>\n<\/p>\n

(iv) The aggregate Option Price shall be paid by any of the following methods
\nor any combination of the following methods:<\/p>\n<\/p>\n

12<\/p>\n

\n

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

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

<\/td>\n\n

in cash, including the wire transfer of funds in U.S. dollars to one of the
\nCompany153s bank accounts located in the United States, with such bank account to
\nbe designated from time to time by the Company;<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

by personal, certified or cashier153s check payable in U.S. dollars to the
\norder of the Company;<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

by delivery to the Company or the Administrative Agent of certificates
\nrepresenting a number of shares of Stock then owned by the Participant, the
\naggregate Fair Market Value of which (as of the Exercise Date) is equal to the
\naggregate Option Price of the Option being exercised, properly endorsed for
\ntransfer to the Company, provided that the shares of Stock used for this purpose
\nmust have been owned by the Participant for a period of at least six months;<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

by certification or attestation to the Company or the Administrative Agent of
\nthe Participant153s ownership (as of the Exercise Date) of a number of shares of
\nStock, the aggregate Fair Market Value of which (as of the Exercise Date) is not
\ngreater than the aggregate Option Price of the Option being exercised, provided
\nthat the shares of Stock used for this purpose have been owned by the
\nParticipant for a period of at least six months; or<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

by delivery to the Company or the Administrative Agent of a properly executed
\nnotice of exercise together with irrevocable instructions to a broker to
\npromptly deliver to the Company, by wire transfer or check as noted in
\nsubsection 6.2(g)(iv)(A) and (B) above, the amount of the proceeds of the sale
\nof all or a portion of the Stock or of a loan from the broker to the Participant
\nnecessary to pay the aggregate Option Price.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

Tax Withholding<\/u><\/em>. Each Stock Option agreement shall provide
\nthat, upon exercise of the Option, the Participant shall make appropriate
\narrangements with the Company to provide for not less than the minimum amount of
\ntax withholding required by law, including without limitation Sections 3102 and
\n3402 or any successor section(s) of the Internal Revenue Code and applicable
\nstate and local income and other tax laws, by payment of such taxes in cash
\n(including wire transfer), by check, or as provided in Section 11 hereof.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

Repricing Prohibited<\/u><\/em>. Subject to Sections 4, 6, 12, 13, and
\n16, outstanding Stock Options granted under this Plan shall not be repriced
\nwithout approval by the Company153s stockholders. In particular, neither the Board
\nnor the Committee may take any action: (1) to amend the terms of an outstanding
\nOption or SAR to reduce the Option Price or grant price thereof, cancel an
\nOption or SAR and replace it with a new Option or SAR with a lower Option Price
\nor grant price, or that has an economic effect that is the same as any such
\nreduction or cancellation or (2) to cancel an outstanding Option or SAR having
\nan Option Price or grant price above the then-current Fair Market Value of the
\nStock in exchange for the grant of another type of Award, without, in each such
\ncase, first obtaining approval of the stockholders of the Company of such
\naction.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

Stockholder Privileges<\/u><\/em>. No Participant shall have any rights
\nas a stockholder with respect to any shares of Stock covered by an Option until
\nthe Participant becomes the holder of record of such Stock. Except as provided
\nin Section 4 hereof, no adjustments shall be<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

13<\/p>\n

\n

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

made for dividends or other distributions or other rights as to which there
\nis a record date preceding the date on which such Participant becomes the holder
\nof record of such Stock.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

Section 409A Avoidance<\/u><\/em>. Once granted, no Stock Option shall
\nbe modified, extended, or renewed in any way that would cause the Stock Option
\nto be subject to Internal Revenue Code Section 409A. The Option Period shall not
\nbe extended to any date that would cause the Stock Option to become subject to
\nInternal Revenue Code Section 409A. The Option Price shall not be adjusted to
\nreflect any dividends declared and paid on the Stock between the date of grant
\nand the date the Stock Option is exercised.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 7<\/p>\n

\n

7.1 Stock Appreciation Rights<\/u><\/em>. The Committee (or, if so
\nprovided pursuant to Section 3.4(b), the Chief Executive Officer of the Company)
\nis authorized to grant SARs to Participants either alone (“freestanding”) or in
\ntandem with other Awards, including Performance Awards, Options, and Restricted
\nStock. Stock Appreciation Rights granted in tandem with any Award must be
\ngranted at the same time as the Award is granted. Stock Appreciation Rights
\ngranted in tandem with Options shall terminate and no longer be exercisable upon
\nthe termination or exercise of the related Stock Options. Options granted in
\ntandem with Stock Appreciation Rights shall terminate and no longer be
\nexercisable upon the termination or exercise of the related Stock Appreciation
\nRights. The Committee shall establish the terms and conditions applicable to any
\nStock Appreciation Rights, which terms and conditions need not be uniform but
\nmay not be inconsistent with the terms of the Plan. Freestanding Stock
\nAppreciation Rights shall generally be subject to terms and conditions
\nsubstantially similar to those described in Section 4 and subsection 6.2 for
\nOptions, including, but not limited to, the requirements of subsections 6.2(b),
\n(d), and (i) and subsection 4.7 regarding general adjustment rules, minimum
\nprice, duration, and prohibition on repricing.<\/p>\n<\/p>\n

7.2 Section 409A Avoidance<\/u><\/em>. The SAR Price may be fixed on the
\ndate it is granted or the SAR Price may vary according to an objective formula
\nspecified by the Committee at the time of grant. However, the SAR Price can
\nnever be less than the Fair Market Value of the Stock on the date of grant. The
\nSAR grant must specify the number of shares to which it applies, which must be
\nfixed at the date of grant (subject to adjustment pursuant to Sections 4, 6, and
\n11). Once granted, no SAR shall be modified, extended, or renewed in any way
\nthat would cause the SAR to be subject to Internal Revenue Code Section 409A.
\nThe period during which the SAR may be exercised shall not be extended to any
\ndate that would cause the SAR to become subject to Internal Revenue Code Section
\n409A. The value of the SAR shall not be adjusted to reflect any dividends
\ndeclared and paid on the Stock between the date of grant and the date the SAR is
\nexercised; however, the right to one or more dividends declared and paid on the
\nStock between the date of grant and the date the SAR is exercised may be set
\nforth in a separate arrangement.<\/p>\n<\/p>\n

Section 8<\/p>\n

\n

Restricted Stock and Restricted Stock Units<\/p>\n

\n

8.1 Restriction Period<\/u><\/em>. At the time an Award of Restricted
\nStock or Restricted Stock Units is made, the Committee shall establish the terms
\nand conditions applicable to such Award, including the period of<\/p>\n<\/p>\n

14<\/p>\n

\n

\n

time (the “Restriction Period”) and attainment of performance goals during
\nwhich certain restrictions established by the Committee shall apply to the
\nAward. Awards of Restricted Stock or Restricted Stock Units may also be made in
\naccordance with Section 3.4(b). Each such Award, and designated portions of the
\nsame Award, may have a different Restriction Period. Except as permitted or
\npursuant to Sections 12 and 13 hereof, the Restriction Period applicable to a
\nparticular Award shall not be changed. Restricted Stock or Restricted Stock
\nUnits may or may not be subject to Internal Revenue Code Section 409A. If they
\nare subject to Internal Revenue Code Section 409A, the grant of the Restricted
\nStock or Restricted Stock Units must contain the provisions needed to comply
\nwith the requirements of Internal Revenue Code Section 409A, including but not
\nlimited to (i) the timing of any election to defer receipt of the Restricted
\nStock or Restricted Stock Units beyond the date of vesting, (ii) the timing of
\nany payout election, and (iii) the timing of the settlement of Restricted Stock
\nor a Restricted Stock Unit. Restricted Stock or Restricted Stock Units that are
\nsubject to Internal Revenue Code Section 409A may be adjusted to reflect any
\ndividends declared and paid on the Stock between the date of grant and the date
\nthe Restricted Stock or Restricted Stock Unit vests, but only to the extent
\npermitted in IRS guidance of general applicability.<\/p>\n<\/p>\n

8.2 Certificates for Stock<\/u><\/em>. Restricted Stock shall be
\nevidenced in such manner as the Committee shall determine. If certificates
\nrepresenting Restricted Stock are registered in the name of the Participant, the
\nCommittee may require that such certificates bear an appropriate legend
\nreferring to the terms, conditions, and restrictions applicable to such
\nRestricted Stock, that the Company retain physical possession of the
\ncertificates, and that the Participant deliver a stock power to the Company,
\nendorsed in blank, relating to the Restricted Stock represented by a stock
\ncertificate registered in the name of the Participant.<\/p>\n<\/p>\n

8.3 Restricted Stock Terms and Conditions<\/u><\/em>. Participants shall
\nhave the right to enjoy all shareholder rights during the Restriction Period
\nexcept that:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

The Participant shall not be entitled to delivery of the Stock certificate
\nuntil the Restriction Period shall have expired.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

The Participant may not sell, transfer, pledge, exchange, hypothecate, or
\notherwise dispose of the Stock during the Restriction Period.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

A breach of the terms and conditions established by the Committee with
\nrespect to the Restricted Stock shall cause a forfeiture of the Restricted Stock
\nand any dividends withheld thereon.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

Dividends and Splits. As a condition to the grant of an Award of Restricted
\nStock, the Committee may specify whether any cash dividends paid on a share of
\nRestricted Stock be automatically reinvested in additional shares of Restricted
\nStock or applied to the purchase of additional Awards under this Plan. Unless
\notherwise determined by the Committee, Stock distributed in connection with a
\nStock split or Stock dividend, and other property distributed as a dividend,
\nshall be subject to restrictions and a risk of forfeiture to the same extent as
\nthe Restricted Stock with respect to which such Stock or other property has been
\ndistributed.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

8.4 Restricted Stock Units<\/u><\/em>. The Committee (or, if so provided
\npursuant to Section 3.4(b), the Chief Executive Officer of the Company) is
\nauthorized to grant Restricted Stock Units to Participants, which<\/p>\n<\/p>\n

15<\/p>\n

\n

\n

are rights to receive Stock at the end of a specified deferral period,
\nsubject to the following terms and conditions:<\/p>\n<\/p>\n

Award and Restrictions. <\/em>Settlement of an Award of Restricted Stock
\nUnits shall occur upon expiration of the vesting period specified for such
\nRestricted Stock Unit by the Committee (or, if permitted by the Committee, as
\nelected by the Participant pursuant to Section 8.5). In addition, Restricted
\nStock Units shall be subject to such restrictions (which may include a risk of
\nforfeiture) as the Committee may impose, if any, which restrictions may lapse at
\nthe expiration of the vesting or deferral period, as the case may be, or at
\nearlier specified times (including based on achievement of performance goals
\nand\/or future service requirements), separately or in combination, in
\ninstallments or otherwise, as the Committee may determine. Restricted Stock
\nUnits shall be satisfied by the delivery of cash or Stock in the amount equal to
\nthe Fair Market Value of the specified number of shares of Stock covered by the
\nRestricted Stock Units, or a combination thereof, as determined by the Committee
\nat the date of grant or thereafter.<\/p>\n<\/p>\n

8.5 Deferral of Receipt of Restricted Stock Units<\/u><\/em>.<\/u>
\nWith the consent of the Committee, a Participant who has been granted a
\nRestricted Stock Unit may by compliance with the then applicable procedures
\nunder the Plan irrevocably elect in writing to defer receipt of all or any part
\nof any distribution associated with that Restricted Stock Unit Award in
\naccordance with either the terms and conditions of the Deferred Delivery Plan or
\nthe terms and conditions specified under the grant agreement and related
\ndocuments. The terms and conditions of any such deferral, including, but not
\nlimited to, the period of time for, and form of, election; the manner and method
\nof payout; and the use and form of Dividend Equivalents in respect of
\nstock-based units resulting from such deferral, shall be as determined by the
\nCommittee. The Committee may, at any time and from time to time, but
\nprospectively only except as hereinafter provided, amend, modify, change,
\nsuspend, or cancel any and all of the rights, procedures, mechanics, and timing
\nparameters relating to such deferrals. In addition, the Committee may, in its
\nsole discretion, accelerate the pay out of such deferrals (and any earnings
\nthereon), or any portion thereof, either in a lump sum or in a series of
\npayments, but only to the extent that the payment or the change in timing of the
\npayment will not cause a violation of Internal Revenue Code Section 409A.<\/p>\n<\/p>\n

8.6 Bonus Stock and Awards in Lieu of Obligations<\/u><\/em>. The
\nCommittee is authorized to grant Stock as a bonus, or to grant Stock or other
\nAwards in lieu of obligations to pay cash or deliver other property under this
\nPlan or under plans or compensatory arrangements, provided that, in the case of
\nParticipants subject to Section 16 of the Exchange Act, the amount of such
\ngrants remains within the discretion of the Committee to the extent necessary to
\nensure that acquisitions of Stock or other Awards are exempt from liability
\nunder Section 16(b) of the Exchange Act. Stock or Awards granted hereunder shall
\nbe subject to such other terms as shall be determined by the Committee. In the
\ncase of any grant of Stock to an officer of the Company or an Affiliate in lieu
\nof salary or other cash compensation, the number of shares granted in place of
\nsuch compensation shall be reasonable, as determined by the Committee.<\/p>\n<\/p>\n

8.7 Dividend Equivalents<\/u><\/em>. The Committee is authorized to
\ngrant Dividend Equivalents to a Participant, entitling the Participant to
\nreceive cash, Stock, other Awards, or other property equal in value to dividends
\npaid with respect to a specified number of shares of Stock, or other periodic
\npayments. Dividend Equivalents may be awarded on a free-standing basis or in
\nconnection with another Award. The Committee may provide that Dividend
\nEquivalents shall be paid or distributed when accrued or shall be deemed to have
\nbeen reinvested in additional Stock, Awards, or other investment vehicles, and
\nsubject to risk of forfeiture, as the Committee may specify. Notwithstanding the
\nforegoing, Dividend Equivalents shall not be granted in connection with the
\ngrant of any Options or Stock Appreciation Right.<\/p>\n<\/p>\n

16<\/p>\n

\n

\n

Section 9<\/p>\n

\n

Performance Awards<\/p>\n

\n

9.1 Establishment of Performance Goals for Company<\/u><\/em>.
\nPerformance Goals applicable to a Performance Award shall be established by the
\nCommittee in its absolute discretion on or before the date of grant and within
\nthe time period prescribed by, and shall otherwise comply with the requirements
\nof, Code Section 162(m)(4)(C), or any successor provision thereto, and the
\nregulations thereunder, for performance-based compensation. Such Performance
\nGoals may include or be based upon any of the following criteria, either in
\nabsolute amount, per share, or per barrel of oil equivalent (boe): pretax income
\nor after tax income, operating profit, return on equity, capital or investment,
\nearnings, book value, increase in cash flow return, sales or revenues, operating
\nexpenses (including, but not limited to, lease operating expenses, severance
\ntaxes and other production taxes, gathering and transportation, general and
\nadministrative costs, and other components of operating expenses), stock price
\nappreciation, implementation or completion of critical projects or processes,
\nproduction growth, reserve growth, and\/or corporate acquisition goals based on
\nvalue of assets acquired or similar objective measures.<\/p>\n<\/p>\n

Where applicable, the Performance Goals may be expressed in terms of
\nattaining a specified level of a particular criteria or attaining a percentage
\nincrease or decrease in a particular criteria, and may be applied relative to
\ninternal goals or levels attained in prior years or related to other companies
\nor indices or as ratios expressing relationship between Performance Goals, or
\nany combination thereof, as determined by the Committee.<\/p>\n<\/p>\n

The Performance Goals may include a threshold level of performance below
\nwhich no vesting will occur, levels of performance at which specified vesting
\nwill occur, and a maximum level of performance at which full vesting will occur.\n<\/p>\n<\/p>\n

The Committee may in its discretion classify Participants into as many groups
\nas it determines, and as to any Participant relate his\/her Performance Goals
\npartially, or entirely, to the measured performance, either absolutely or
\nrelatively, of an identified subsidiary, division, operating company, test
\nstrategy, or new venture of the Company and\/or its Affiliates.<\/p>\n<\/p>\n

Notwithstanding any other provision of the Plan, payment or vesting of any
\nPerformance Award shall not be made until the applicable Performance Goals have
\nbeen satisfied and any other material terms of such Award were in fact
\nsatisfied. The Committee shall certify in writing the attainment of each
\nPerformance Goal. Notwithstanding any provision of the Plan to the contrary,
\nwith respect to any Performance Award, (a) the Committee may not adjust,
\ndownwards or upwards, any amount payable, or other benefits granted, issued,
\nretained, and\/or vested pursuant to such an Award on account of satisfaction of
\nthe applicable Performance Goals and (b) the Committee may not waive the
\nachievement of the applicable Performance Goals, except in the case of the
\nParticipant153s death or disability, or a Change of Control.<\/p>\n<\/p>\n

9.2 Levels of Performance Required to Earn Performance
\nAwards<\/u><\/em>. At or about the same time that Performance Goals are
\nestablished for a specific period, the 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

17<\/p>\n

\n

\n

9.3 Other Restrictions<\/u><\/em>. The Committee shall determine the
\nterms and conditions applicable to any Performance Award, which may include
\nrestrictions on the delivery of Stock payable in connection with the Performance
\nAward and restrictions that could result in the future forfeiture of all or part
\nof any Stock earned. The Committee may provide that shares of Stock issued in
\nconnection with a Performance Award be held in escrow and\/or legended.
\nPerformance Awards may or may not be subject to Internal Revenue Code Section
\n409A. If a Performance Award is subject to Internal Revenue Code Section 409A,
\nthe Performance Award grant agreement shall contain the terms and conditions
\nneeded to comply with the requirements of Internal Revenue Code Section 409A,
\nincluding but not limited to (i) the timing of any election to defer receipt of
\nthe Performance Award, (ii) the timing of any payout election, and (iii) the
\ntiming of the actual payment of the Performance Award. Performance Awards that
\nare subject to Internal Revenue Code Section 409A may be adjusted to reflect any
\ndividends declared and paid on the Stock between the date of grant and the date
\nthe Performance Award is paid, but only to the extent permitted in IRS guidance
\nof general applicability.<\/p>\n<\/p>\n

9.4 Notification to Participants<\/u><\/em>. Promptly after the
\nCommittee has established the Performance Goals with respect to a Performance
\nAward, the Participant shall be provided with written notice of the Performance
\nGoals so established.<\/p>\n<\/p>\n

9.5 Measurement of Performance against Performance Goals<\/u>.
\n<\/em>The Committee shall, as soon as practicable after the close of a
\nPerformance Period, determine (a) the extent to which the Performance Goals for
\nsuch Performance Period have been achieved and (b) the percentage of the
\nPerformance Awards earned as a result.<\/p>\n<\/p>\n

These determinations shall be absolute and final as to the facts and
\nconclusions therein made and be binding on all parties. Promptly after the
\nCommittee has made the foregoing determination, each Participant who has earned
\nPerformance Awards shall be notified. For all purposes of this Plan, notice
\nshall be deemed to have been given the date action is taken by the Committee
\nmaking the determination. Participants may not sell, transfer, pledge, exchange,
\nhypothecate, or otherwise dispose of all or any portion of their Performance
\nAwards during the Performance Period.<\/p>\n<\/p>\n

9.6 Treatment of Performance Awards Earned<\/u>. <\/em>Upon the
\nCommittee153s determination that a percentage of any Performance Award has been
\nearned for a Performance Period, Participants to whom such earned Performance
\nAwards have been granted and who have been in the employ of the Company or
\nAffiliates continuously from the date of grant until the end of the Performance
\nPeriod, subject to the exceptions set forth in the Performance Award agreement
\nand in Sections 10 and 12 hereof, shall be entitled, subject to the other
\nconditions of this Plan, to payment in accordance with the terms and conditions
\nof the Performance Awards. Performance Awards shall under no circumstances
\nbecome earned or have any value whatsoever for any Participant who is not in the
\nemploy of the Company or its Affiliates continuously during the entire
\nPerformance Period for which such Performance Award was granted, except as
\nprovided in Sections 10 and 12.<\/p>\n<\/p>\n

9.7 Subsequent Performance Award Grants<\/u>. <\/em>Following the grant
\nof Performance Awards with respect to a Performance Period, additional
\nParticipants may be designated by the Committee for grant of Performance Awards
\nfor such Performance Period subject to the same terms and conditions set forth
\nfor the initial grants, except that the Committee, in its sole discretion, may
\nreduce the value of the amounts to which subsequent Participants may become
\nentitled, prorated according to reduced time spent during the Performance
\nPeriod, and the applicable Performance Award agreement shall be modified to
\nreflect such reduction.<\/p>\n<\/p>\n

18<\/p>\n

\n

\n

9.8 Stockholder Privileges<\/u><\/em>. No Participant shall have any
\nrights as a stockholder with respect to any shares of Stock covered by a
\nPerformance Award until the Participant becomes the holder of record of such
\nStock.<\/p>\n<\/p>\n

Section 10<\/p>\n

\n

Termination of Employment, Death, Disability, etc.<\/p>\n

\n

10.1 Termination of Employment<\/u><\/em>. Except as provided herein,
\nthe treatment of an Award upon a termination of employment or any other service
\nrelationship by and between a Participant and the Company or an Affiliate shall
\nbe specified in the agreement controlling such Award. To the extent such Award
\nis subject to Section 409A of the Code, such termination of employment or any
\nother service relationship shall be a “separation from service” within the
\nmeaning of Treasury Regulation Section 1.409A-1(h) with respect to any Award
\nintended to comply with Section 409A of the Internal Revenue Code; provided,
\nthat a “separation from service” shall occur only if both the Company and the
\nParticipant expect the Participant153s level of services to permanently drop by
\nmore than half.<\/p>\n<\/p>\n

10.2 Termination for Cause<\/u><\/em>. If the employment of the
\nParticipant by the Company is terminated for cause, as determined by the
\nCommittee, all Awards to such Participant shall thereafter be void for all
\npurposes. As used in subsections 9.1, 10.2, and 10.3 hereof, “cause” shall mean
\na gross violation, as determined by the Committee, of the Company153s established
\npolicies and procedures, provided that the effect of this subsection 10.2 shall
\nbe limited to determining the consequences of a termination and that nothing in
\nthis subsection 10.2 shall restrict or otherwise interfere with the Company153s
\ndiscretion with respect to the termination of any employee.<\/p>\n<\/p>\n

10.3 Performance Awards.<\/u><\/em> Except as set forth below, each
\nPerformance Award shall state that each such Award shall be subject to the
\ncondition that the Participant has remained an Eligible Person from the date of
\ngrant until the applicable vesting date as follows:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

If the Participant voluntarily leaves the employment of the Company or an
\nAffiliates, or if the employment of the Participant is terminated by the Company
\nfor cause or otherwise, any Performance Award to such Participant not previously
\nvested shall thereafter be void and forfeited for all purposes.<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

A Participant shall become vested in all Performance Awards that have met the
\nPerformance Goals within the Performance Period on the date the Participant
\nretires from employment with the Company on or after attaining retirement age
\n(which for all purposes of this Plan is determined to be age 65, unless
\notherwise designated by the Committee at the time the Award is granted), on the
\ndate the Participant dies while employed by the Company, or on the date the
\nParticipant terminates service with the Company and the Affiliates due to
\npermanent disability (as determined pursuant to the Company153s Long-Term
\nDisability Plan or any successor plan, unless the Performance award is subject
\nto Internal Revenue Code Section 409A, in which case “permanent disability” must
\nalso fall within the meaning specified in Internal Revenue Code Section
\n409A(a)(2)(C) or a more restrictive meaning established by the Committee) while
\nemployed by the Company. Such Participant shall not become entitled to any
\npayment which may arise due to the occurrence of a Performance Goal after the
\nParticipant dies, terminates service due to permanent<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

19<\/p>\n

\n

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

disability, or retires. Payment shall occur as soon as administratively
\nconvenient following the date the Participant dies, terminates service due to
\npermanent disability, or retires, but in no event shall the payment occur later
\nthan March 15 in the calendar year immediately following the calendar year in
\nwhich the Participant died, so terminates service, or retired. If the
\nParticipant dies before receiving payment, the payment shall be made to those
\nentitled pursuant to Section 14.2 of this Plan.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

10.4 Forfeiture Provisions<\/u><\/em>. Subject to Sections 12 and 14, in
\nthe event a Participant terminates employment during a Restriction Period for
\nthe Participant153s Restricted Stock or Restricted Stock Units, such Awards will
\nbe forfeited; provided, however, that the Committee may provide for proration or
\nfull payout in the event of (a) death, (b) permanent disability, or (c) any
\nother circumstances the Committee may determine.<\/p>\n<\/p>\n

Section 11<\/p>\n

\n

Tax Withholding<\/p>\n

\n

11.1 Withholding Requirement<\/u><\/em>. The Company and any Affiliate
\nis authorized to withhold from any Award granted, or any payment relating to an
\nAward under this Plan, including from a distribution of Stock, amounts of
\nwithholding and other taxes or social security payments due or potentially
\npayable in connection with any transaction involving an Award, and to take such
\nother action as the Committee may deem advisable to enable the Company and
\nParticipants to satisfy obligations for the payment of withholding taxes and
\nother tax or social security obligations relating to any Award. This authority
\nshall include authority to withhold or receive Stock or other property and to
\nmake cash payments in respect thereof, in satisfaction of a Participant153s tax
\nobligations, either on a mandatory or elective basis at the discretion of the
\nCommittee.<\/p>\n<\/p>\n

11.2 Withholding Requirement : Stock Options and SARs<\/u><\/em>. The
\nCompany153s obligations to deliver shares of Stock upon the exercise of an Option
\nor SAR shall be subject to the Participant153s satisfaction of all applicable
\nfederal, state, and local income and other tax and social security withholding
\nrequirements.<\/p>\n<\/p>\n

At the time the Committee grants an Option, it may, in its sole discretion,
\ngrant the Participant an election to pay all such amounts of required tax
\nwithholding, or any part thereof:<\/p>\n<\/p>\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

by the delivery to the Company or the Administrative Agent of a number of
\nshares of Stock then owned by the Participant, the aggregate Fair Market Value
\nof which (as of the Exercise Date) is not greater than the amount required to be
\nwithheld, provided that such shares have been held by the Participant for a
\nperiod of at least six months;<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

by certification or attestation to the Company or the Administrative Agent of
\nthe Participant153s ownership (as of the Exercise Date) of a number of shares of
\nStock, the aggregate Fair Market Value of which (as of the Exercise Date) is not
\ngreater than the amount required to be withheld, provided that such shares of
\nStock have been owned by the Participant for a period of at least six months; or\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

by the Company or the Administrative Agent withholding from the shares of
\nStock otherwise issuable to the Participant upon exercise of the Option, a
\nnumber of shares of Stock, the aggregate Fair Market Value of which (as of the
\nExercise Date) is not greater<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

20<\/p>\n

\n

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

than the amount required to be withheld. Any such elections by Participants
\nto have shares of Stock withheld for this purpose will be subject to the
\nfollowing restrictions:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

all elections shall be made on or prior to the Exercise Date; and<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

all elections shall be irrevocable.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

11.3 Section 16 Requirements<\/u><\/em>. If the Participant is an
\nofficer or director of the Company within the meaning of Section 16 or any
\nsuccessor section(s) of the Exchange Act (“Section 16”), the Participant must
\nsatisfy the requirements of Section 16 and any applicable rules and regulations
\nthereunder with respect to the use of shares of Stock to satisfy such tax
\nwithholding obligation.<\/p>\n<\/p>\n

11.4 Restricted Stock and Performance Award Payment and Tax
\nWithholding<\/u><\/em>. Each Restricted Stock and Performance Award agreement
\nshall provide that, upon payment of any entitlement under such an Award, the
\nParticipant shall make appropriate arrangements with the Company to provide for
\nthe amount of minimum tax and social security withholding required by law,
\nincluding without limitation Sections 3102 and 3402 or any successor section(s)
\nof the Internal Revenue Code and applicable state and local income and other tax
\nand social security laws. The withholding may be deducted from the Award. Any
\npayment under such an Award shall be made in a proportion of cash and shares of
\nStock, determined by the Committee, such that the cash portion shall be
\nsufficient to cover the withholding amount required by this Section. The cash
\nportion of any payment shall be based on the Fair Market Value of the shares of
\nStock on the applicable date of vesting to which such tax withholding relates.
\nSuch cash portion shall be withheld by the Company to satisfy applicable tax and
\nsocial security withholding requirements.<\/p>\n<\/p>\n

Section 12<\/p>\n

\n

Change of Control<\/p>\n

\n

12.1 In General<\/u><\/em>. In the event of the occurrence of a Change
\nof Control of the Company:<\/p>\n<\/p>\n

(a) Without further action by the Committee or the Board,<\/p>\n<\/p>\n

all outstanding Options shall fully vest upon the Participant153s Involuntary
\nTermination or Voluntary Termination with Cause occurring on or after a Change
\nof Control. Such newly vested Options shall be fully exercisable as of the date
\nof the Involuntary Termination or Voluntary Termination with Cause on or after a
\nChange of Control occurs.<\/p>\n<\/p>\n

(b) Without further action by the Committee or the Board,<\/p>\n<\/p>\n

all unvested Restricted Stock Awards and Restricted Stock Units shall fully
\nvest upon the Participant153s Involuntary Termination or Voluntary Termination
\nwith Cause occurring on or after a Change of Control. Such newly vested
\nRestricted Stock Units shall be converted to Stock and the Participant shall be
\nissued the requisite number of shares, after any withholding under Section 11,
\nas soon as administratively practicable after the Involuntary Termination or
\nVoluntary Termination with Cause on or after a Change of Control occurs, unless
\nthe Participant had elected to defer Restricted Stock Units to the Deferred
\nDelivery Plan in which case the Participant153s account in the Deferred Delivery
\nPlan shall<\/p>\n<\/p>\n

21<\/p>\n

\n

\n

be credited with deferred Restricted Stock Units as of the date of the
\nInvoluntary Termination or Voluntary Termination with Cause on or after the
\nChange of Control occurs.<\/p>\n<\/p>\n\n\n\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

Assuming the achievement of a Performance Goal, the entitlement to receive
\ncash and Stock under any outstanding Performance Award grants shall vest
\nautomatically, without further action by the Committee or the Board, and shall
\nbecome payable as follows:<\/p>\n<\/td>\n<\/tr>\n

<\/td>\n\n

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

<\/td>\n\n

If such Change of Control occurs subsequent to the achievement of a
\nPerformance Goal, any remainder of such payout amount shall vest as of the date
\nof the Participant153s Involuntary Termination or Voluntary Termination with Cause
\noccurring on or after the date of such Change of Control and shall be paid by
\nthe Company to the Participant within thirty (30) days of the date of such
\nInvoluntary Termination or Voluntary Termination with Cause which occurs on or
\nafter the date of the Change of Control in the manner set out in subsection 12.1
\nhereof.<\/p>\n<\/td>\n<\/tr>\n

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

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

<\/td>\n\n

If the achievement of a Performance Goal occurs subsequent to the date of a
\nChange of Control, the applicable payout amount shall vest in full for which the
\nPerformance Period has not yet ended as of the date of the Participant153s
\nInvoluntary Termination or Voluntary Termination with Cause occurring on or
\nafter such Change of Control and shall be paid by the Company to the Participant
\nwithin thirty (30) days after the later of (1) the date of the Participant153s
\nInvoluntary Termination or Voluntary Termination with Cause or (2) the date that
\nthe Performance Goal is reached. The payment will occur only if the Participant
\nis employed at the time that the Performance Goal is reached or if the
\nPerformance Goal is reached after the Participant153s Involuntary Termination or
\nVoluntary Termination with Cause occurring on or after the Change of Control.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n
<\/td>\n\n

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

<\/td>\n\n

To the extent that any Award is subject to Internal Revenue Code Section
\n409A, the Award shall contain appropriate provisions to comply with Internal
\nRevenue Code Section 409A, which shall supersede the provisions of subsections
\n(a), (b), and (c).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

Section 13<\/p>\n

\n

Reorganization or Liquidation<\/p>\n

\n

In the event that the Company is merged or consolidated with another
\ncorporation and the Company is not the surviving corporation, or if all or
\nsubstantially all of the assets or more than 20 percent of the outstanding
\nvoting stock of the Company is acquired by any other corporation, business
\nentity or person, or in case of a reorganization (other than a reorganization
\nunder the United States Bankruptcy Code) or liquidation of the Company, then the
\nCommittee, or the board of directors of any corporation assuming the obligations
\nof the Company, shall, as to the Plan and outstanding Awards make appropriate
\nprovision for the adoption and continuation of the Plan by the acquiring or
\nsuccessor corporation and for the protection of any holders of such outstanding
\nAwards by the substitution on an equitable basis of appropriate stock of the
\nCompany or of the merged, consolidated, or otherwise reorganized corporation
\nwhich will be issuable with respect to the Stock. Additionally, upon the
\noccurrence of such an event and provided that a Performance Goal has occurred,
\nupon written notice to the Participants, the Committee may accelerate the
\nvesting and payment dates of the entitlement to receive cash and Stock under\n<\/p>\n<\/p>\n

22<\/p>\n

\n

\n

outstanding Awards so that all such existing entitlements are paid prior to
\nany such event. If a Performance Goal has not yet been attained, the Committee
\nin its discretion may make equitable payment or adjustment.<\/p>\n<\/p>\n

In its discretion, and on such terms and conditions as it deems appropriate,
\nthe Committee may provide, either by the terms of an agreement applicable to any
\nAward or by resolution adopted prior to the occurrence of a Change of Control or
\nan event described in this Section 13, that any outstanding Award (or portion
\nthereof) shall be converted into a right to receive cash, on or as soon as
\npracticable following the closing date or expiration date of the transaction
\nresulting in the Change of Control or such event in an amount equal to the
\nhighest value of the consideration to be received in connection with such
\ntransaction for one share of Stock, or, if higher, the highest Fair Market Value
\nof a share of Stock during the thirty (30) consecutive business days immediately
\nprior to the closing date or expiration date of such transaction, less the
\nper-share Option Price or grant price of SARs, as applicable to the Award,
\nmultiplied by the number of shares subject to such Award, or the applicable
\nportion thereof.<\/p>\n<\/p>\n

Section 14<\/p>\n

\n

Rights of Employees and Participants<\/p>\n

\n

14.1 Employment<\/u><\/em>. Neither anything contained in the Plan or
\nany agreement nor the granting of any Award under the Plan shall confer upon any
\nParticipant any right with respect to the continuation of his or her employment
\nby the Company or any Affiliate, or interfere in any way with the right of the
\nCompany or any Affiliate, at any time, to terminate such employment or to
\nincrease or decrease the level of the Participant153s compensation from the level
\nin existence at the time of the Award.<\/p>\n<\/p>\n

An Eligible Person who has been granted an Award in one year shall not
\nnecessarily be entitled to be granted Awards in subsequent years.<\/p>\n<\/p>\n

14.2 Non-transferability<\/u><\/em>. Except as otherwise determined at
\nany time by the Committee as to any Awards other than ISOs, no right or interest
\nof any Participant in an Award granted pursuant to the Plan shall be assignable
\nor transferable during the lifetime of the Participant, either voluntarily or
\ninvoluntarily, or subjected to any lien, directly or indirectly, by operation of
\nlaw, or otherwise, including execution, levy, garnishment, attachment, pledge,
\nbankruptcy, or court order; provided<\/u> that the Committee may permit
\nfurther transferability of Awards other than ISOs, on a general or a specific
\nbasis, and may impose conditions and limitations on any permitted
\ntransferability, subject to any applicable Restriction Period; provided<\/u>
\nfurther<\/u>, however<\/u>, that no Award may be transferred for value or
\nother consideration without first obtaining approval thereof by the stockholders
\nof the Company. In the event of a Participant153s death, a Participant153s rights
\nand interests in any Award as set forth in an Award agreement, shall be
\ntransferable by testamentary will or the laws of descent and distribution, or,
\nwith respect to Awards other than Incentive Stock Options, a beneficiary
\ndesignation that is in a form approved by the Committee and in compliance with
\nthe provisions of this Plan, applicable law, and the applicable Award agreement,
\nand payment of any entitlements due under the Plan shall be made to the
\nParticipant153s designated beneficiary, legal representatives, heirs, or legatees,
\nas applicable. If in the opinion of the Committee a person entitled to payments
\nor to exercise rights with respect to the Plan is disabled from caring for his
\nor her affairs because of mental condition, physical condition, or age, payment
\ndue such person may be made to, and such rights shall be exercised by, such
\nperson153s guardian, conservator, or other legal personal representative upon
\nfurnishing the Committee with evidence satisfactory to the Committee of such
\nstatus. If any individual entitled to payment or to exercise rights<\/p>\n<\/p>\n

23<\/p>\n

\n

\n

with respect to the Plan is a minor, the Committee shall cause the payment to
\nbe made to (or the right to be exercised by) the custodian or representative
\nwho, under the state law of the minor153s domicile, is authorized to act on behalf
\nof the minor or is authorized to receive funds on behalf of the minor. With
\nrespect to those Awards, if any, that are permitted to be transferred to another
\nindividual, references in the Plan to exercise or payment related to such Awards
\nby or to the Participant shall be deemed to include, as determined by the
\nCommittee, the Participant153s permitted transferee. A Participant153s unexercised
\nOption or SAR, or amounts due but remaining unpaid to such Participant, at the
\nParticipant153s death, shall be exercised or paid as designated by the Participant
\nby will or by the laws of descent and distribution, or, with respect to any
\nunexercised Option or SAR other than an Incentive Stock Option, in accordance
\nwith the Participant153s beneficiary designation in a form approved by the
\nCommittee and in compliance with the provisions of this Plan, applicable law and
\nthe applicable Award agreement. In the event any Award is exercised by or
\notherwise paid to the executors, administrators, heirs or distributees of the
\nestate of a deceased Participant, or the transferee or designated beneficiary of
\nan Award, in any such case, pursuant to the terms and conditions of the Plan and
\nthe applicable Award agreement and in accordance with such terms and conditions
\nas may be specified from time to time by the Committee, the Company shall be
\nunder no obligation to issue shares of Stock thereunder unless and until the
\nCompany is satisfied, as determined in the discretion of the Committee, that the
\nperson or persons exercising such Award, or to receive such payment, are the
\nduly appointed legal representative of the deceased Participant153s estate or the
\nproper legatees or distributees thereof, or the valid transferee or designated
\nbeneficiary of such Award, as applicable. Any purported assignment, transfer or
\nencumbrance of an Award that does not comply with this Section 14.2 shall be
\nvoid and unenforceable against the Company.<\/p>\n<\/p>\n

14.3 Noncompliance with Internal Revenue Code Section 409A<\/u><\/em>.
\nIf an Award is subject to the requirements of Internal Revenue Code Section
\n409A, to the extent that the Company or an Affiliate takes any action that
\ncauses a violation of Internal Revenue Code Section 409A or fails to take
\nreasonable actions required to comply with Internal Revenue Code Section 409A,
\nin each case as determined by the Committee, the Company shall pay an additional
\namount to the Participant (or beneficiary) equal to the additional income tax
\nimposed pursuant to Internal Revenue Code Section 409A on the Participant as a
\nresult of such violation, plus any taxes imposed on this additional payment.\n<\/p>\n<\/p>\n

Section 15<\/p>\n

\n

Other Employee Benefits<\/p>\n

\n

The amount of any income deemed to be received by a Participant as a result
\nof the payment under an Award or exercise shall not constitute “earnings” or
\n“compensation” with respect to which any other employee benefits of such
\nParticipant are determined, including without limitation benefits under any
\npension, profit sharing, life insurance, or salary continuation plan.<\/p>\n<\/p>\n

Section 16<\/p>\n

\n

Amendment, Modification, and Termination<\/p>\n

\n

The Committee or the Board may at any time terminate, and from time to time
\nmay amend or modify the Plan, and the Committee or the Board may, to the extent
\npermitted by the Plan, from time to time amend or modify the terms of any Award
\ntheretofore granted, including any Award agreement, in each case,<\/p>\n<\/p>\n

24<\/p>\n

\n

\n

retroactively or prospectively; provided<\/u>, however<\/u>, that no
\namendment or modification of the Plan may become effective without approval of
\nthe amendment or modification by the Company153s stockholders if stockholder
\napproval is required to enable the Plan to satisfy an applicable statutory or
\nregulatory requirements, unless the Company, on the advice of outside counsel,
\ndetermines that stockholder approval is not necessary.<\/p>\n<\/p>\n

Notwithstanding any other provision of this Plan, no amendment, modification,
\nor termination of the Plan or any Award shall adversely affect the previously
\naccrued material rights or benefits of a Participant under any outstanding Award
\ntheretofore awarded under the Plan, without the consent of such Participant
\nholding such Award, except to the extent necessary to avoid a violation of
\nInternal Revenue Code Section 409A or the Board or the Committee determines, on
\nadvice of outside counsel or the Company153s independent accountants, that such
\namendment or modification is required for the Company, the Plan, or the Award to
\nsatisfy, comply with, or meet the requirements of any law, regulation, listing
\nrule, or accounting standard applicable to the Company.<\/p>\n<\/p>\n

The Committee shall have the authority to adopt (without the necessity for
\nfurther stockholder approval) such modifications, procedures, and subplans as
\nmay be necessary or desirable to comply with the provisions of the laws
\n(including, but not limited to, tax laws and regulations) of countries other
\nthan the United States in which the Company may operate, so as to assure the
\nviability of the benefits of the Plan to Participants employed in such
\ncountries.<\/p>\n<\/p>\n

Section 17<\/p>\n

\n

Requirements of Law<\/p>\n

\n

17.1 Requirements of Law<\/u><\/em>. The issuance of Stock and the
\npayment of cash pursuant to the Plan shall be subject to all applicable laws,
\nrules, and regulations, including applicable federal and state securities laws.
\nThe Company may require a Participant, as a condition of receiving payment under
\nan Award, to give written assurances in substance and form satisfactory to the
\nCompany and its counsel to such effect as the Company deems necessary or
\nappropriate in order to comply with federal and applicable state securities
\nlaws.<\/p>\n<\/p>\n

17.2 Section 409A of the Code<\/u><\/em>. It is intended that this Plan
\nshall comply with the provisions of, or an exemption from, Internal Revenue Code
\nSection 409A and the Treasury regulations relating thereto. Awards are intended
\nto be exempt from Internal Revenue Code Section 409A to the extent possible. Any
\nAward or payment that qualifies for an exemption shall be considered as the
\nfirst payment(s) made under the Plan. For purposes of the limitations on
\nnonqualified deferred compensation under Internal Revenue Code Section 409A,
\neach payment of compensation under this Plan shall be treated as a separate
\npayment of compensation for purposes of applying the deferral election rules and
\nthe exemption for certain short-term deferral amounts under Internal Revenue
\nCode Section 409A. In no event may the Participant, directly or indirectly,
\ndesignate the calendar year of any payment subject to Internal Revenue Code
\nSection 409A under this Plan.<\/p>\n<\/p>\n

Six-month Delay for Specified Participants<\/u><\/em>.<\/u>
\nNotwithstanding any other provision of this Plan, to the extent that the right
\nto any payment (including the provision of benefits) hereunder provides for the
\n“deferral of compensation” within the meaning of Internal Revenue Code Section
\n409A(d)(1), the payment shall be paid (or provided) in accordance with the
\nfollowing: If the Participant is a “Specified Employee” within the meaning of
\nInternal Revenue Code Section 409A(a)(2)(B)(i) on the date of the<\/p>\n<\/p>\n

25<\/p>\n

\n

\n

Participant153s Separation from Service (the “Separation Date<\/u>“), and if
\nan exemption from the six (6) month delay requirement of Internal Revenue Code
\nSection 409A(a)(2)(B)(i) is not available, then no such payment shall be made or
\ncommence during the period beginning on the Separation Date and ending on the
\ndate that is six months following the Separation Date or, if earlier, on the
\ndate of the Participant153s death. The amount of any payment that would otherwise
\nbe paid to the Participant during this period shall instead be paid to the
\nParticipant on the first day of the first calendar month following the end of
\nthe period.<\/p>\n<\/p>\n

Prohibition on Acceleration<\/u><\/em>.<\/u> Unless a payment is
\nexempt from Internal Revenue Code Section 409A, the date of payment may not be
\naccelerated and any payment made pursuant to the termination and liquidation of
\nthe Plan shall not be accelerated except in compliance with Internal Revenue
\nCode Section 409A generally and Treasury Regulation \u00a7 1.409A-3(j)(4)(ix)
\nspecifically.<\/p>\n<\/p>\n

17.3 Section 16 Requirements<\/u><\/em>. If a Participant is an officer
\nor director of the Company within the meaning of Section 16 of the Exchange Act,
\nAwards granted hereunder shall be subject to all conditions required under Rule
\n16b-3, or any successor rule(s) promulgated under the Exchange Act, to qualify
\nthe Award for any exemption from the provisions of Section 16 available under
\nsuch Rule. Such conditions are hereby incorporated herein by reference and shall
\nbe set forth in the agreement with the Participant, which describes the Award.\n<\/p>\n<\/p>\n

17.4 Governing Law<\/u><\/em>. The Plan and all agreements hereunder
\nshall be construed in accordance with and governed by the laws of the State of
\nTexas.<\/p>\n<\/p>\n

Section 18<\/p>\n

\n

Duration of the Plan<\/p>\n

\n

The Plan shall terminate on the ten year anniversary of the Effective Date.
\nNo grants shall be awarded after such termination; however, the terms of the
\nPlan shall continue to apply to all Awards outstanding when the Plan terminates.\n<\/p>\n<\/p>\n

Dated: February 10, 2011; Effective May 5, 2011.<\/p>\n<\/p>\n\n\n\n\n\n\n\n\n\n\n\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/td>\n<\/tr>\n
\n

ATTEST:<\/p>\n<\/td>\n

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

APACHE CORPORATION<\/p>\n<\/td>\n

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

\/s\/ Cheri L. Peper<\/p>\n<\/td>\n

<\/td>\n\n

By:<\/p>\n<\/td>\n

\n

\/s\/ Margery M. Harris<\/p>\n<\/td>\n

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

Cheri L. Peper<\/p>\n<\/td>\n

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

Margery M. Harris<\/p>\n<\/td>\n

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

Corporate Secretary<\/p>\n<\/td>\n

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

Senior Vice President,<\/p>\n<\/td>\n

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

Human Resources<\/p>\n<\/td>\n

<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n

26<\/p>\n

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