{"id":40228,"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-incentive-compensation-plan-american-greetings-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"omnibus-incentive-compensation-plan-american-greetings-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/omnibus-incentive-compensation-plan-american-greetings-corp.html","title":{"rendered":"Omnibus Incentive Compensation Plan – American Greetings Corp."},"content":{"rendered":"

AMERICAN GREETINGS CORPORATION
\n2007 OMNIBUS INCENTIVE COMPENSATION PLAN
\n(AS AMENDED MAY 1, 2011)<\/strong><\/p>\n

ARTICLE 1<\/p>\n

DEFINITIONS<\/p>\n

In this Plan, except where the context otherwise indicates, the following
\ndefinitions apply.<\/p>\n

1.1 “Agreement<\/u>” <\/em>means an agreement in Writing delivered to
\nthe Grantee, which evidences a grant of an Award under the Plan.<\/p>\n

1.2 “Appreciation Right<\/u>” <\/em>means a right granted pursuant to
\nArticle 8 of this Plan.<\/p>\n

1.3 “Award<\/u>” <\/em>means an Option, Share Award, Restricted Share,
\nDeferred Share, Performance Bonus, Performance Share, Directors’ Share,
\nPerformance Unit, Appreciation Right or Dividend Equivalents granted under this
\nPlan.<\/p>\n

1.4 “Board<\/u>” <\/em>means the Board of Directors of the Corporation.\n<\/p>\n

1.5 “Change in Control<\/u>” <\/em>means the happening of any of the
\nfollowing events:<\/p>\n

(i) the Corporation is merged or consolidated or reorganized into or with
\nanother corporation or other legal person, and as a result of such merger,
\nconsolidation or reorganization less than a majority of the combined voting
\npower of the then-outstanding securities of such corporation or person
\nimmediately after such transaction is held in the aggregate by the holders of
\nCommon Stock immediately prior to such transaction;<\/p>\n

(ii) the Corporation sells or otherwise transfers all or substantially all of
\nits assets to any other corporation or other legal person, and less than a
\nmajority of the combined voting power of the then-outstanding securities of such
\ncorporation or person immediately after such transaction is held in the
\naggregate by the holders of Common Stock immediately prior to such transaction;\n<\/p>\n

(iii) there is a report filed on Schedule 13D or Schedule TO (or any
\nsuccessor schedule, form or report), each as promulgated pursuant to the
\nExchange Act, disclosing that any person (as the term “person” is used in
\nSection 13(d)(3) or Section 14(d)(2) of the Exchange Act) has become the
\nbeneficial owner (as the term “beneficial owner” is defined under Rule 13d-3 or
\nany successor rule or regulation promulgated under the Exchange Act) of
\nsecurities representing 20% or more of the Voting Power;<\/p>\n

(iv) the Corporation files a report or proxy statement with the Securities
\nand Exchange Commission pursuant to the Exchange Act disclosing in response to
\nForm 8-K or Schedule 14A (or any successor schedule, form or report or item
\ntherein) that a Change in Control of the Corporation has occurred; or<\/p>\n

(v) if during any period of two consecutive years, individuals who at the
\nbeginning of any such period constitute the directors of the Corporation cease
\nfor any reason to constitute at least a majority thereof, unless the election,
\nor the nomination for election by the Corporation’s shareholders, of each
\ndirector of the Corporation first elected during such period was approved by a
\nvote of at least two-thirds of the directors of the Corporation then still in
\noffice who were directors of the Corporation at the beginning of any such
\nperiod.<\/p>\n

(vi) Notwithstanding the foregoing provisions of Section 1.5(iii) and (iv)
\nabove, a “Change in Control” shall not be deemed to have occurred for purposes
\nof this Plan (i) solely because (A) the Corporation; (B) a Subsidiary; (C) any
\nCorporation : sponsored employee stock ownership plan or other employee benefit
\nplan of the Corporation; or (D) any family member of Jacob Sapirstein (including
\nlineal descendants, spouses of such descendants, the lineal descendants of any
\nsuch spouse, the spouses of any such spouses’ lineal descendants and trust
\n(including voting trusts)) either files or becomes obligated to file a report or
\nproxy statement under or in response to Schedule 13D, Schedule TO, Form 8-K or\n<\/p>\n

1<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Schedule 14A (or any successor schedule, form or report or item therein)
\nunder the Exchange Act, disclosing beneficial ownership by it of shares, whether
\nin excess of 20% of the Voting Power or otherwise, or because the Corporation
\nreports that a Change in Control of the Corporation has or may have occurred or
\nwill or may occur in the future by reason of such beneficial ownership or (ii)
\nsolely because of a Change in Control of any Subsidiary.<\/p>\n

(vii) Notwithstanding the foregoing, if and to the extent that any provision
\nof this Plan or an Award would cause a payment of deferred compensation that is
\nsubject to Section 409A(a)(2) of the Internal Revenue Code to be made upon the
\noccurrence of a “Change in Control,” then such payment shall not be made unless
\nsuch “Change in Control” satisfies the requirements of Section 409A(2)(A)(v) of
\nthe Internal Revenue Code and applicable regulations and rulings thereunder.\n<\/p>\n

1.6 “Class A Common Shares<\/u>“<\/em> means Class A Common Shares, par
\nvalue $1.00 per share, of the Corporation.<\/p>\n

1.7 “Class B Common Shares<\/u>“<\/em> means Class B Common Shares, par
\nvalue $1.00 per share, of the Corporation.<\/p>\n

1.8 “Committee<\/u>“<\/em> means (except as otherwise provided or
\nlimited in the following sentence), the full Board or the Board’s Compensation
\nand Management Development Committee, or such other committee or designee
\n(including, without limitation, an officer of the Corporation) appointed by the
\nBoard or the Compensation and Management Development Committee to manage Awards
\ngenerally or specific individual or group of Awards. To the extent required by
\nSection 162(m) of the Internal Revenue Code, Rule 16b-3 of the Exchange Act or
\nother similar requirement, any action taken by the Committee shall be taken by
\nthe Committee as a whole or by a subcommittee of at least two members, and all
\nthe members of the Committee or such subcommittee will be “outside directors” as
\ndefined in Treas. Reg. Section 1.162-27(e)(3) or any similar successor
\nregulation and\/or “non-employee directors” as defined in Rule 16b-3(b)(3)(i) of
\nthe Exchange Act or any similar successor rule. In all other events, the
\nChairman of the Committee shall be authorized to act on behalf of the Committee
\nunless otherwise determined by the Committee. Except where the context otherwise
\nrequires, references in the Plan to the “Committee” also shall be deemed to
\nrefer to the Chairman and to any delegate of the Committee while acting within
\nthe scope of such delegation.<\/p>\n

1.9 “Common Stock<\/u>“<\/em> means Class A Common Shares, Class B
\nCommon Shares or both.<\/p>\n

1.10 “Corporation<\/u>“<\/em> means American Greetings Corporation.<\/p>\n

1.11 “Covered Employee<\/u>“<\/em> means an Eligible Person who is, or
\nis determined by the Committee to become, a “covered employee” within the
\nmeaning of Section 162(m) of the Internal Revenue Code (or any successor
\nprovision).<\/p>\n

1.12 “Deferral Period<\/u>“<\/em> means the period of time during which
\nDeferred Shares, Awards or other compensation is subject to deferral limitations
\nunder Section 7.3 or Article 13 of this Plan.<\/p>\n

1.13 “Deferred Shares<\/u>“<\/em> means an Award made pursuant to
\nSection 7.3 of this Plan of the right to receive Common Stock at the end of a
\nspecified Deferral Period.<\/p>\n

1.14 “Director<\/u>“<\/em> means any member of the Board, or any member
\nof a board of directors of a Subsidiary, who is not also an employee of the
\nCorporation or any Subsidiary.<\/p>\n

1.15 “Directors’ Share<\/u>“<\/em> means a Share awarded to a Director
\npursuant to Section 7.5 of this Plan.<\/p>\n

1.16 “Dividend Equivalent<\/u>“<\/em> means an amount determined by
\nmultiplying the number of shares of Common Stock subject to a grant by the
\nper-share cash dividend, or the per-share fair market value (as determined by
\nthe Committee) of any dividend in consideration other than cash, paid by the
\nCorporation on its Common Stock.<\/p>\n

1.17 “Effective Date<\/u>“<\/em> means February 13, 2007.<\/p>\n

1.18 “Eligible Person<\/u>“<\/em> means a key employee, officer or
\nconsultant of the Corporation or of a Subsidiary, or a Director, selected by the
\nCommittee as eligible to receive an Award under the Plan.<\/p>\n

2<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

1.19 “Exchange Act<\/u>“<\/em> means the Securities Exchange Act of 1934
\nas amended, and the rules and regulations promulgated thereunder.<\/p>\n

1.20 “Fair Market Value<\/u>“<\/em> means, as of any given date, the
\nclosing price of the Class A Common Shares as reported on the New York Stock
\nExchange (or if the Class A Common Shares are not then traded on the New York
\nStock Exchange, as reported by such other national securities exchange or quoted
\non the Nasdaq National Market or such other automated quotation system in which
\nthe Class A Common Shares are quoted) as of the close of business on such date
\nor the latest such date in which there is a listing. Fair Market Value shall be
\ndetermined in a manner that complies with the requirements of Section 409A of
\nthe Internal Revenue Code and regulations and rulings thereunder.<\/p>\n

1.21 “Grantee<\/u>“<\/em> means an Eligible Person to whom an Award has
\nbeen granted.<\/p>\n

1.22 “Grant Date<\/u>“<\/em> means<\/p>\n

(i) with respect to Options and Appreciation Rights, the date on which such
\nAward is approved by the Committee, or such later date specified by the
\nCommittee in authorizing the Award provided that (A) the Eligible Person does
\nnot have the ability to individually negotiate the key terms and conditions of
\nthe Award with the Corporation or, if so, such negotiations have concluded and
\n(B) the key terms of the Award are expected to be communicated to the Grantee or
\ngroup of Grantees within a relatively short period of time from the date as of
\nwhich the Award is authorized to be granted; and<\/p>\n

(ii) with respect to all other Awards, the date on which such Award is
\napproved by the Committee, or such later date specified by the Committee in
\nauthorizing the Award.<\/p>\n

1.23 “Incentive Stock Option<\/u>“<\/em> means an Option granted under
\nthe Plan that qualifies as an incentive stock option under Section 422 of the
\nInternal Revenue Code (or any successor provision) and that the Corporation
\ndesignates as such in the Agreement granting the Option.<\/p>\n

1.24 “Internal Revenue Code<\/u>“<\/em> means the Internal Revenue Code
\nof 1986 as amended, and the rules and regulations promulgated thereunder.<\/p>\n

1.25 “Nonstatutory Stock Option<\/u>“<\/em> means an Option granted
\nunder the Plan that is not an Incentive Stock Option.<\/p>\n

1.26 “Option<\/u>“<\/em> means an option to purchase Shares granted
\nunder the Plan in accordance with the terms of Article 6 of this Plan.<\/p>\n

1.27 “Option Period<\/u>“<\/em> means the period during which an Option
\nmay be exercised.<\/p>\n

1.28 “Option Price<\/u>“<\/em> means the price per Share at which an
\nOption may be exercised. The Option Price for any Option will equal the Fair
\nMarket Value on the Grant Date, unless otherwise determined by the Committee in
\nits discretion pursuant to an Option that contains terms and conditions that
\nsatisfy (or qualify such Option for an exemption from) the applicable
\nrequirements of Section 409A of the Internal Revenue Code.<\/p>\n

1.29 “Optionee<\/u>“<\/em> means an Eligible Person to whom an Option
\nhas been granted.<\/p>\n

1.30 “Performance Criteria<\/u>“<\/em> means the performance standards
\nselected by the Committee that may be based on revenue; gross margin; product
\nline contribution; operating and other expenses; operating earnings; earnings
\nbefore interest, taxes, depreciation and amortization (“EBITDA”); earnings
\nbefore interest and taxes (“EBIT”); pre-tax or after-tax profits; net income;
\nearnings per share; cash flow; productivity; return on assets; return on
\ncapital; return on equity; cash flow\/net assets; debt\/capital ratio; return on
\nnet capital employed (“RONCE”); sales growth; stock price appreciation; or total
\nshareholder return (share appreciation plus dividends as if reinvested), and may
\nbe absolute in their terms or measured against or in relationship to changes
\nfrom period to period or against or in relationship to other companies
\ncomparably, similarly or otherwise situated.<\/p>\n

1.31 “Performance Period<\/u>“<\/em> means the period or periods, which
\nmay be of overlapping durations, during which each Performance Criterion of
\nQualified Performance-Based Compensation or other performance<\/p>\n

3<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

criterion of a performance-based Award will be measured against the
\nPerformance Criteria or other performance goals established by the Committee and
\nspecified in the Agreement relating thereto.<\/p>\n

1.32 “Performance Bonus<\/u>“<\/em> means an award granted pursuant to
\nArticle 9 of this Plan.<\/p>\n

1.33 “Performance Share<\/u>“<\/em> means a bookkeeping entry that
\nrecords the equivalent of one Common Share awarded pursuant to Section 7.4 of
\nthis Plan.<\/p>\n

1.34 “Performance Unit<\/u>“<\/em> means a bookkeeping entry that
\nrecords a unit equivalent to $1.00 awarded pursuant to Section 7.4 of this Plan.\n<\/p>\n

1.35 “Plan<\/u>“<\/em> means this American Greetings Corporation 2007
\nOmnibus Incentive Compensation Plan which is the Plan set forth in this
\ndocument, as amended from time to time.<\/p>\n

1.36 “Potential Change in Control<\/u>“<\/em> shall be deemed to have
\noccurred if the event set forth in any one of the following paragraphs shall
\nhave occurred:<\/p>\n

(i) the Corporation enters into an agreement, the consummation of which would
\nresult in the occurrence of a Change in Control;<\/p>\n

(ii) the commencement of a proxy contest in which any person (as such term is
\ndefined in Section 3(9) of the Exchange Act and also includes any group deemed
\nto be a person under Section 13(d)(3) of the Exchange Act) seeks to replace or
\nremove a majority of the members of the Board;<\/p>\n

(iii) the Board otherwise adopts a resolution to the effect that, for
\npurposes of this Agreement, a Potential Change in Control has occurred; or<\/p>\n

(iv) the Corporation files a report or proxy statement with the Securities
\nand Exchange Commission pursuant to the Exchange Act disclosing in response to
\nForm 8-K or Schedule 14A (or any successor schedule, form or report or item
\ntherein) that a Change in Control of the Corporation may or will occur in the
\nfuture.<\/p>\n

1.37 “Qualified Performance-Based Compensation<\/u>“<\/em> means any
\ncompensation that is intended to qualify as “qualified performance-based
\ncompensation” as described in Section 162(m)(4)(C) of the Internal Revenue Code.\n<\/p>\n

1.38 “Related Award<\/u>“<\/em> means the Award in connection with which
\na Related Right is granted.<\/p>\n

1.39 “Related Right<\/u>“<\/em> means an Appreciation Right granted in
\nconnection with a specified Award or by amendment of an outstanding Nonstatutory
\nStock Option granted under the Plan.<\/p>\n

1.40 “Restricted Share<\/u>“<\/em> means a Share awarded to an Eligible
\nPerson pursuant to Section 7.2 of this Plan that is subject to certain
\nrestrictions and may be subject to forfeiture.<\/p>\n

1.41 “Right Period<\/u>“<\/em> means the period during which an
\nAppreciation Right may be exercised.<\/p>\n

1.42 “Securities Act<\/u>“<\/em> means the Securities Act of 1933 as
\namended, and the rules and regulations promulgated thereunder.<\/p>\n

1.43 “Share<\/u>“<\/em> means a share of authorized but unissued Common
\nStock, Common Stock held in treasury or a reacquired share of Common Stock,
\nincluding shares purchased by the Corporation on the open market for purposes of
\nthe Plan or otherwise.<\/p>\n

1.44 “Share Award<\/u>“<\/em> means an award of Common Stock, or an
\nAward denominated in terms of Common Stock, as described in Article 7 of this
\nPlan, and includes, without limitation, a Restricted Share, a Directors’ Share,
\na Deferred Share and a Performance Share.<\/p>\n

1.45 “Subsidiary<\/u>“<\/em> means an entity which is a member of a
\n“controlled group” or under “common control” with the Corporation as determined
\nunder Section 414(b) or (c) of the Internal Revenue Code, except that an entity
\nwill be deemed to be in a controlled group or under common control with the
\nCorporation for this purpose if the Corporation either directly or indirectly
\nowns at least 50% (or 20% with legitimate business<\/p>\n

4<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

criteria) of the total combined voting power of all classes of stock (or
\nsimilar interests) of such entity or would otherwise satisfy the definition of
\nservice recipient under Section 409A of the Internal Revenue Code.<\/p>\n

1.47 “Voting Power”<\/u><\/em> means at any time, the total votes
\nrelating to the then-outstanding securities entitled to vote generally in the
\nelection of directors of the Corporation.<\/p>\n

1.48 “Writing<\/u>“<\/em> means any paper or electronic means of
\ndocumenting the terms of an Agreement hereunder which satisfies such
\nrequirements for formality, authenticity and verification of signature and
\nauthority as may be established by the Committee or by those persons responsible
\nfor performing administrative functions under the Plan.<\/p>\n

ARTICLE 2<\/p>\n

PURPOSE<\/p>\n

The Plan is intended to promote the success and enhance the value of the
\nCorporation by linking the personal interests of Directors, officers and other
\nkey employees and consultants to those of the Corporation’s shareholders and by
\nproviding flexibility to the Corporation in its ability to motivate, attract and
\nretain the services of Directors, officers and other key employees and
\nconsultants upon whose judgment, interest and special effort the successful
\nconduct of the Corporation’s operations is largely dependent.<\/p>\n

ARTICLE 3<\/p>\n

PLAN MANAGEMENT AND ADMINISTRATION<\/p>\n

The Plan will be managed by the Committee. Administrative functions may
\ninclude, without limitation, documenting and communicating Awards made
\nhereunder, maintaining records concerning such Awards, and satisfying (or
\nassisting Eligible Persons in satisfying) any applicable reporting, disclosure,
\ntax filing or withholding, or other legal requirements concerning Awards. Each
\nmember of the Committee is entitled to, in good faith, rely or act upon any
\nreport or other information furnished to that member by any officer or other
\nemployee of the Corporation or any Subsidiary, the Corporation’s independent
\nregistered public accounting firm or other certified public accountants, or any
\nexecutive compensation consultant or other professional retained to assist in
\nthe administration of the Plan. In addition to any other powers granted to the
\nCommittee, it will have the following management powers, subject to the express
\nprovisions of the Plan:<\/p>\n

3.1 to determine in its discretion the Eligible Persons or group of Eligible
\nPersons to whom Awards will be granted;<\/p>\n

3.2 to determine the types of Awards to be granted;<\/p>\n

3.3 to determine the number of Awards to be granted to an Eligible Person or
\nto a group of Eligible Persons and the number of Shares to be subject to each
\nAward or pool of Awards;<\/p>\n

3.4 to determine the terms and conditions of any Award, including, but not
\nlimited to, the Option Price, grant price, or purchase price, any restrictions
\nor limitations on the Award, any schedule for lapse of forfeiture restrictions
\nor restrictions on the exercisability of an Award, and accelerations or waivers
\nthereof, and any provisions related to non-competition and recapture of gain on
\nan Award, based in each case on considerations as the Committee in its sole
\ndiscretion determines;<\/p>\n

3.5 to construe and interpret any Agreement and the Plan;<\/p>\n

3.6 to require, whether or not provided for in the pertinent Agreement, of
\nany Grantee, the making of any representations or agreements that the Committee
\nmay deem necessary or advisable in order to comply with, or qualify for
\nadvantageous treatment under, applicable securities, tax, or other laws;<\/p>\n

3.7 to provide for satisfaction of a Grantee’s tax liabilities arising in
\nconnection with the Plan through, without limitation, retention by the
\nCorporation of Shares otherwise issuable on the exercise of, or pursuant to, an
\nAward or through delivery of Common Stock to the Corporation by the Grantee
\nunder such terms and<\/p>\n

5<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

conditions as the Committee deems appropriate, including but not limited to
\nany Share attestation procedure approved or ratified by the Committee or by
\ndelivery of a properly executed notice together with irrevocable instructions to
\na broker to promptly deliver to the Corporation the amount of sale or loan
\nproceeds to pay the tax liabilities, provided that in any case the Share amount
\nretained will not exceed the minimum applicable required withholding tax rate
\nfor federal (including FICA), state or local tax liability;<\/p>\n

3.8 to make all other determinations and take all other actions necessary or
\nadvisable for the management and administration of the Plan, including but not
\nlimited to establishing, adopting or revising any rules and regulations as it
\nmay deem necessary;<\/p>\n

3.9 to delegate to officers or managers of the Corporation or any Subsidiary
\nthe authority to make Awards to Eligible Persons, to select such Eligible
\nPersons, and to determine such terms and conditions thereof as may be specified
\nin such delegation, from a pool of Awards authorized by the Committee;<\/p>\n

3.10 to condition the grant of any Award or combination of Awards authorized
\nunder this Plan on the surrender or deferral by the Eligible Person of his or
\nher right to receive a cash bonus or other compensation otherwise payable by the
\nCorporation or a Subsidiary to the Grantee; and<\/p>\n

3.11 without limiting the generality of the foregoing, to provide in its
\ndiscretion in an Agreement:<\/p>\n

(i) for an agreement by the Grantee to render services to the Corporation or
\na Subsidiary upon such terms and conditions as may be specified in the
\nAgreement, provided that the Committee will not have the power under the Plan to
\ncommit the Corporation or any Subsidiary to employ or otherwise retain any
\nOptionee or Grantee;<\/p>\n

(ii) for restrictions on the transfer, sale or other disposition of Shares
\nissued to the Grantee;<\/p>\n

(iii) for an agreement by the Grantee to resell to the Corporation, under
\nspecified conditions, Shares issued in connection with an Award;<\/p>\n

(iv) for the payment of the Option Price upon the exercise of an Option
\notherwise than in cash, including without limitation by delivery of Common Stock
\nvalued at Fair Market Value on the exercise date of the Option or a combination
\nof cash and Common Stock; by means of any Share attestation procedure approved
\nor ratified by the Committee; or by delivery of a properly executed exercise
\nnotice together with irrevocable instructions to a broker to promptly deliver to
\nthe Corporation the amount of sale proceeds to pay the exercise price;<\/p>\n

(v) for the deferral of receipt of amounts that otherwise would be
\ndistributed upon exercise or payment of an Award, the terms and conditions of
\nany such deferral and any interest or Dividend Equivalent or other payment that
\nwill accrue with respect to deferred distributions, subject to the provisions of
\nArticle 13 of this Plan; and<\/p>\n

(vi) for the effect of a Change in Control or Potential Change of Control, as
\ndefined herein, of the Corporation on the rights of a Grantee with respect to
\nany Award.<\/p>\n

(vii) Any determinations or actions made or taken by the Committee pursuant
\nto this Article will be binding and final.<\/p>\n

ARTICLE 4<\/p>\n

ELIGIBILITY<\/p>\n

Eligible Persons may be granted one or more Awards; provided, however, that
\nIncentive Stock Options will not be granted to Directors.<\/p>\n

6<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

ARTICLE 5<\/p>\n

SHARES SUBJECT TO THE PLAN<\/p>\n

5.1 Subject to adjustment as provided in Article 14 of this Plan and Section
\n5.3 below, the number of Shares that may be issued or transferred (i) upon the
\nexercise of Options or Appreciation Rights; (ii) as Share Awards; (iii) as
\nRestricted Shares and released from substantial risk of forfeiture thereof; (iv)
\nas Deferred Shares; (v) in payment of Performance Shares or Performance Units
\nthat have been earned; (vi) as Directors’ Shares; or (vii) in payment of
\nDividend Equivalents paid with respect to awards made under the Plan, shall not
\nexceed in the aggregate 5,600,000 Class A Common Shares and 1,200,000 Class B
\nCommon Shares, respectively. Such Shares may be shares of original issuance or
\ntreasury shares or a combination of the foregoing.<\/p>\n

5.2 Subject to adjustment as provided in Article 14 of this Plan, grants of
\nIncentive Stock Options under the Plan may not be made with respect to more than
\n5,600,000 Class A Common Shares and 1,200,000 Class B Common Shares during any
\ncalendar year, provided that such limits only apply to the extent consistent
\nwith applicable regulations relating to Incentive Stock Options under the
\nInternal Revenue Code. With respect to one fiscal year, (i) subject to
\nadjustment as provided in Article 14 of this Plan an Eligible Person shall not
\nreceive Appreciation Rights in excess of 500,000 Class A Common Shares and
\n500,000 Class B Common Shares; (ii) an Eligible Person shall not receive an
\naward of Performance Shares or Performance Units having an aggregate maximum
\nvalue as of their respective Grant Date in excess of $5,000,000; and (iii)
\nsubject to adjustment as provided in Article 14 of this Plan, an Eligible Person
\nshall not receive Awards in excess, in the aggregate, of 500,000 Class A Common
\nShares and 500,000 Class B Common Shares and collectively 500,000 Shares
\n(“Individual Limit”).<\/p>\n

5.3 Shares underlying outstanding Awards made under the Plan will be
\navailable for subsequent issuance under the Plan to the extent those Awards are
\nforfeited, expire or terminate for any reason prior to the issuance of the
\nShares subject to those Awards. Shares issued under the Plan subject to a
\nvesting requirement and subsequently forfeited or repurchased by the
\nCorporation, at a price per Share not greater than the original issue price paid
\nper Share, pursuant to the Corporation’s repurchase rights under the Plan or the
\napplicable Agreement will be added back to the number of Shares reserved for
\nissuance under the Plan and accordingly will be available for subsequent
\nreissuance. Should the exercise price of an Option under the Plan be paid with
\nShares, then the authorized reserve of Common Stock under the Plan will be
\nreduced by the gross number of Shares for which that Option is exercised, and
\nnot by the net number of Shares issued under the exercised Option. If Shares
\notherwise issuable under the Plan are withheld by the Corporation in
\nsatisfaction of the withholding taxes incurred in connection with the exercise
\nof an Option, Appreciation Right or issuance of fully-vested Shares under
\nanother type of Award, then the number of Shares available for issuance under
\nthe Plan will be reduced by the gross number of Shares issuable under the
\nexercised Option or Appreciation Right or the gross number of fully-vested
\nShares issuable under another type of Award, calculated in each instance prior
\nto any such share withholding. Notwithstanding the foregoing, any Award or
\nportion of an Award that in accordance with the terms of the applicable
\nAgreement, is payable only in cash immediately will be added back to the number
\nof Shares reserved for issuance under the Plan and accordingly will be available
\nfor subsequent reissuance.<\/p>\n

5.4 Where two or more Awards are granted in relation to each other such that
\nthe exercise or payment of one such Award automatically and by its terms reduces
\nthe number of Shares that may be issued or the amount that may be received
\npursuant to the other Award or Awards, then the amount that will be included for
\npurposes of the Individual Limit set forth in Section 5.2 of this Plan for such
\nAwards will be the amount that is the maximum number of Shares that could be
\nissued or received pursuant to such Awards and their related Awards taken as a
\nwhole, and only the maximum number of Shares that could be issued pursuant to
\nsuch Awards will be counted against the number of Shares reserved under the Plan
\nat the time of their grant.<\/p>\n

5.5 In the case of any Award granted in substitution for an award of a
\nbusiness, corporation or other entity acquired by the Corporation or a
\nSubsidiary, Shares issued or issuable in connection with such substitution will
\nnot be counted against the number of Shares reserved under the Plan, but will be
\navailable<\/p>\n

7<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

under the Plan by virtue of the Corporation’s assumption of the plan or
\narrangement of the acquired business, corporation or other entity.<\/p>\n

ARTICLE 6<\/p>\n

OPTIONS<\/p>\n

6.1 The Committee is hereby authorized to grant Incentive Stock Options and
\nNonstatutory Stock Options to any employee who is an Eligible Person and to
\ngrant Nonstatutory Stock Options to any Director, provided that the number of
\nOptions granted to an Eligible Person during a fiscal year will not exceed the
\napplicable limitations set forth in Article 5 of this Plan when aggregated with
\nother Awards made to that Eligible Person during that fiscal year.<\/p>\n

6.2 All Options will be evidenced by an Agreement. All Agreements granting
\nIncentive Stock Options will contain a statement that the Option is intended to
\nbe an Incentive Stock Option; if no such statement is included in the Agreement,
\nor if the Agreement affirmatively states that the Option is intended to be a
\nNonstatutory Stock Option, the Option shall be a Nonstatutory Stock Option.<\/p>\n

6.3 All Agreements shall specify the number of Class A Common Shares or Class
\nB Common Shares to which it pertains subject to the limitations set forth in
\nArticle 5 of this Plan.<\/p>\n

6.4 The Option Period will be determined by the Committee and specifically
\nset forth in the Agreement, provided that an Option will not be exercisable
\nafter ten years from the Grant Date.<\/p>\n

6.5 The Committee will, at or after the Grant Date, determine the methods by
\nwhich the Option Price of an Option may be paid and the form or forms of payment
\nthat may be permitted.<\/p>\n

6.6 The Committee may provide in the Agreement evidencing the grant of an
\nOption that the Committee, in its sole discretion, will have the right to
\nsubstitute an Appreciation Right for such Option at any time prior to or upon
\nexercise of such Option; provided, however, that such Appreciation Right will be
\nexercisable with respect to the same number of Shares for which such substituted
\nOption would have been exercisable.<\/p>\n

6.7 The Committee may provide in the Agreement evidencing a grant of Options
\n(other than Incentive Stock Options) that the Committee, in its sole discretion,
\nwill have the right to provide for the payment of Dividend Equivalents to the
\nOptionee on either a current, deferred, or contingent basis or may provide that
\nsuch equivalents shall be credited against the Option Price.<\/p>\n

6.8 The exercise of an Option shall result in the cancellation on a
\nshare-for-share basis of any Related Right authorized under Article 8 of this
\nPlan.<\/p>\n

6.9 Except as otherwise determined by the Committee and set forth in an
\nAgreement, if a Director subsequently becomes an employee of the Corporation or
\na Subsidiary while remaining a member of the Board, any Options held under the
\nPlan by such individual at the time of such commencement of employment shall not
\nbe affected thereby. If an employee who is also a Director terminates
\nemployment, any Awards granted in connection with such individual’s employment
\nwill continue to be governed by and subject to the provisions of the Plan and
\nthe Agreement regarding a termination of employment.<\/p>\n

6.10 All other terms of Options granted under the Plan will be determined by
\nthe Committee in its sole discretion.<\/p>\n

ARTICLE 7<\/p>\n

SHARE AWARDS, PERFORMANCE UNITS AND DIRECTORS’ AWARDS<\/p>\n

7.1 The Committee is authorized to grant Share Awards to any Eligible Person
\nin such amounts and subject to such terms and conditions as determined by the
\nCommittee, provided that the number of Shares awarded to an Eligible Person
\nduring a fiscal year will not exceed the applicable limitations set forth in
\nArticle 5 of this Plan when aggregated with other Share Awards made to that
\nEligible Person during that fiscal<\/p>\n

8<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

year. All Share Awards will be evidenced by an Agreement. Shares issued or
\ntransferred pursuant to a Share Award may be issued or transferred for
\nconsideration or no consideration (except as required by applicable law).<\/p>\n

7.2 Except as otherwise determined by the Committee and set forth in an
\nAgreement, Restricted Shares are subject to the following terms and conditions:\n<\/p>\n

(i) Each such grant shall constitute an immediate transfer of the ownership
\nof Common Stock to the Eligible Person in consideration for the performance of
\nservices, entitling such Eligible Person to voting, dividend and other ownership
\nrights consistent with the Corporation’s Articles of Incorporation, Code of
\nRegulations and other corporate documents as applicable to and governing Class A
\nCommon Shares and Class B Common Shares, but subject to the substantial risk of
\nforfeiture and restrictions on transfer hereinafter referred to and subject to
\nany requirement that requires any or all dividends or other distributions paid
\nwith respect to Restricted Shares be automatically deferred and reinvested in
\nadditional Restricted Shares, which may be subject to the same restrictions as
\nthe underlying award.<\/p>\n

(ii) Each such grant may be made without additional consideration or in
\nconsideration of a payment by such Eligible Person that is more or less than
\nFair Market Value per Share at the Grant Date.<\/p>\n

(iii) Each such grant shall provide that the Restricted Shares covered by
\nsuch grant shall be subject to a “substantial risk of forfeiture” within the
\nmeaning of Section 83 of the Internal Revenue Code. Each such grant shall
\nprovide that during the period for which such substantial risk of forfeiture is
\nto continue the transferability of the Restricted Shares shall be prohibited or
\nrestricted in the manner and to the extent prescribed by the Committee at the
\nGrant Date. Except as otherwise determined by the Committee at the time of the
\ngrant of Restricted Shares or thereafter, upon termination of employment or
\nservice with or for the Corporation and\/or Subsidiaries during the applicable
\nrestriction period, Restricted Shares that are at that time subject to
\nrestrictions will be forfeited.<\/p>\n

(iv) Any grant of Restricted Shares may specify Performance Criteria or other
\nperformance goals which, if achieved, will result in termination or early
\ntermination of the restrictions applicable to such shares, and each grant may
\nspecify in respect of such specified Performance Criteria or other performance
\ngoals, a minimum acceptable level of achievement and shall set forth a formula
\nfor determining the number of Restricted Shares on which the restrictions will
\nterminate if performance is at or above the minimum level, but falls short of
\nfull achievement of the specified Performance Criteria or other performance
\ngoals.<\/p>\n

(v) If certificates representing Restricted Shares are registered in the name
\nof the Grantee, those certificates must bear an appropriate legend referring to
\nthe terms, conditions and restrictions applicable to such Restricted Shares, and
\nthe Corporation may, at its discretion, retain physical possession of
\ncertificates until such time as all applicable restrictions lapse.<\/p>\n

7.3 Except as otherwise determined by the Committee and set forth in an
\nAgreement, Deferred Shares are subject to the following terms and conditions:\n<\/p>\n

(i) Each such grant shall constitute the agreement by the Corporation to
\ndeliver Common Stock to the Eligible Person in the future in consideration of
\nthe performance of services, but subject to the fulfillment of such conditions
\nduring the Deferral Period as the Committee may specify.<\/p>\n

(ii) Each such grant may be made without additional consideration or in
\nconsideration of a payment by such Eligible Person that is more or less than
\nFair Market Value per Share at the Grant Date.<\/p>\n

(iii) Each such grant shall be subject to a Deferral Period of not less than
\none year, as determined by the Committee at the Grant Date except (if the
\nCommittee shall so determine) in the event of a Change in Control or other
\nsimilar transaction or event.<\/p>\n

(iv) During the Deferral Period, an Eligible Person shall have no right to
\ntransfer any rights under his or her award, shall have no rights of ownership in
\nthe Deferred Shares and shall have no right to vote them, but the Committee may,
\nat or after the Grant Date, authorize the payment of Dividend Equivalents<\/p>\n

9<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

on such shares on either a current, deferred, or contingent basis, either in
\ncash or in additional Common Stock.<\/p>\n

(v) Each grant shall be consistent with Section 409A of the Internal Revenue
\nCode, as the Committee may approve.<\/p>\n

7.4 Except as otherwise determined by the Committee and set forth in an
\nAgreement, Performance Shares or Performance Units are subject to the following
\nterms and conditions:<\/p>\n

(i) The Performance Period with respect to each Performance Share and
\nPerformance Unit shall be such period of time designated in the Agreement (as
\nshall be determined by the Committee at the time of grant) commencing with the
\nGrant Date.<\/p>\n

(ii) Any grant of Performance Shares and Performance Units shall specify
\nPerformance Criteria or other performance goals which, if achieved, will result
\nin payment or early payment of the Award, and each grant may specify in respect
\nof such specified Performance Criteria or other performance goals a minimum
\nacceptable level of achievement and shall set forth a formula for determining
\nthe number of Performance Shares or Performance Units that will be earned if
\nperformance is at or above the minimum level, but falls short of full
\nachievement or the specified Performance Criteria or other performance goals.\n<\/p>\n

(iii) Each grant shall specify the time and manner of payment of Performance
\nShares or Performance Units that have been earned. Any grant may specify that
\nthe amount payable with respect thereto may be paid by the Corporation in cash,
\nin Class A Common Shares or Class B Common Shares or in any combination thereof
\nand may either grant to the Eligible Person or retain in the Committee the right
\nto elect among those alternatives.<\/p>\n

(iv) The Committee may, at or after the Grant Date, provide for the payment
\nof Dividend Equivalents to the holder thereof on either a current, deferred or
\ncontingent basis, either in cash or in additional Common Stock.<\/p>\n

7.5 Subject to the applicable limitations set forth in Article 5 of this
\nPlan, Directors may elect to receive Class A or Class B Common Shares, as
\ndetermined by the Board, in an amount equal to (and in lieu of) any or all fees
\nowed to them by the Corporation as compensation for serving on the Corporation’s
\nBoard. For the purposes of this Section 7.5, Shares are valued at the closing
\nprice reported on the New York Stock Exchange (or if the Class A Common Shares
\nare not then traded on the New York Stock Exchange, as reported by such other
\nnational securities exchange or quoted on the Nasdaq National Market or such
\nother automated quotation system in which the Class A Common Shares are quoted)
\non the last trading day of the calendar quarter prior to payment of such fees.
\nAny fractional shares shall be paid as cash.<\/p>\n

ARTICLE 8<\/p>\n

APPRECIATION RIGHTS<\/p>\n

8.1 The Committee may grant Appreciation Rights to any Eligible Person, upon
\nsuch terms and conditions as the Committee deems appropriate under this Article
\n8, provided that the number of Appreciation Rights granted to an Eligible Person
\nduring a fiscal year will not exceed the applicable limitations set forth in
\nArticle 5 of this Plan when aggregated with other Appreciation Rights made to
\nthat Eligible Person during that fiscal year.<\/p>\n

8.2 An Appreciation Right may be granted under the Plan:<\/p>\n

(i) in connection with, and at the same time as, the grant of an Option to an
\nEligible Person;<\/p>\n

(ii) by amendment of an outstanding Nonstatutory Stock Option granted under
\nthe Plan to an Eligible Person; or<\/p>\n

(iii) independently of any Option granted under the Plan.<\/p>\n

10<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

An Appreciation Right granted under clause (i) or (ii) of the preceding
\nsentence is a Related Right. A Related Right may, in the Committee’s discretion,
\napply to all or a portion of the Options subject to the Related Award.<\/p>\n

8.3 An Appreciation Right may be exercised in whole or in part as provided in
\nthe Agreement, and, subject to the provisions of the Agreement, entitles its
\nGrantee to receive, without any payment to the Corporation (other than required
\ntax withholding amounts), either cash or that number of Shares (equal to the
\nhighest whole number of Shares), or a combination thereof, in an amount or
\nhaving a Fair Market Value determined as of the date such Appreciation Right is
\nexercised not to exceed the number of shares underlying the Appreciation Right
\nexercised multiplied by an amount equal to the excess of the Fair Market Value
\non the exercise date of the Appreciation Right over the “base price”, which is
\nthe Fair Market Value on the Grant Date of the Appreciation Right (or such price
\nin excess of Fair Market Value on the Grant Date as the Committee determined at
\nthe time of grant).<\/p>\n

8.4 The Right Period will be determined by the Committee and specifically set
\nforth in the Agreement, provided, however that an Appreciation Right that is a
\nRelated Right may be exercised only when and to the extent the Related Award is
\nexercisable.<\/p>\n

8.5 The exercise or settlement, in whole or in part, of a Related Right will
\ncause a reduction on a share-for-share basis in any Related Award.<\/p>\n

8.6 The Committee may specify Performance Criteria or other performance goals
\nthat must be achieved as a condition of the exercise of such rights.<\/p>\n

8.7 Each grant of Appreciation Rights shall be evidenced by an Agreement that
\nidentifies the related Options (if applicable) and contains such terms and
\nprovisions, consistent with this Plan, as the Committee may approve.<\/p>\n

ARTICLE 9<\/p>\n

PERFORMANCE BONUSES<\/p>\n

The Committee may grant Performance Bonuses under the Plan in the form of
\ncash or Shares to Eligible Persons that the Committee may from time to time
\nselect, in the amounts and pursuant to the terms and conditions that the
\nCommittee may determine, subject to the provisions below:<\/p>\n

9.1 Performance Bonuses will be awarded in connection with a Performance
\nPeriod, the length of which will be determined by the Committee.<\/p>\n

9.2 The Committee will determine the persons who will be eligible to receive
\na Performance Bonus under the Plan.<\/p>\n

9.3 Performance Criteria or other performance goals, performance targets and
\nother award criteria shall be determined as follows:<\/p>\n

(i) The Committee will fix and establish (A) the performance goals that will
\napply to that Performance Period; (B) the target amount payable to each Eligible
\nPerson; and (C) subject to Section 9.4 below, the criteria for computing the
\namount that will be paid with respect to each level of attained performance. The
\nCommittee may also set forth the minimum level of performance, based on
\nobjective factors, that must be attained during the Performance Period before
\nany Performance Bonus will be paid and the percentage of the target amount that
\nwill become payable upon attainment of various levels of performance that equal
\nor exceed any minimum required level.<\/p>\n

(ii) The Committee may, in its discretion, select performance goals that
\nmeasure the performance of the Eligible Person, the Corporation or one or more
\nbusiness units, divisions or Subsidiaries of the Corporation. The Committee may
\nselect performance goals that are absolute or relative to the performance of one
\nor more comparable companies or an index of comparable companies. The
\nperformance goals may be described in terms of company-wide objectives or
\nobjectives that are related to the performance of the individual Eligible<\/p>\n

11<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

Person or of the Subsidiary, division, department, region or function within
\nthe Corporation or Subsidiary in which the Eligible Person is employed.<\/p>\n

9.4 In applying the performance goals, the Committee may, in its discretion,
\nexclude unusual or infrequently occurring items (including any event listed in
\nArticle 14 of this Plan and the cumulative effect of changes in the law,
\nregulations or accounting rules), and may determine to exclude other items, each
\ndetermined in accordance with GAAP (to the extent applicable) and as identified
\nin the financial statements, notes to the financial statements or discussion and
\nanalysis of management.<\/p>\n

9.5 All such Performance Bonuses shall be paid no later than the 15th day of
\nthe third month following the end of the calendar year (or, if later, following
\nthe end of the Corporation’s fiscal year) in which such Performance Bonuses are
\nno longer subject to a substantial risk of forfeiture (as determined for
\npurposes of Section 409A of the Internal Revenue Code). The Committee may
\nprovide that Awards will be payable, in whole or in part, in the event of the
\nGrantee’s death or disability, a Change of Control or under other circumstances.\n<\/p>\n

ARTICLE 10<\/p>\n

QUALIFIED PERFORMANCE-BASED COMPENSATION<\/p>\n

10.1 The Committee may determine that an Award or Awards granted to an
\nEligible Person will be considered “qualified performance-based compensation”
\nunder Section 162(m) of the Internal Revenue Code. The provisions of this
\nArticle 10 apply only to any such Awards that are to be considered “qualified
\nperformance-based compensation” under Section 162(m) of the Internal Revenue
\nCode. To the extent that Awards designated as “qualified performance-based
\ncompensation” under Section 162(m) of the Internal Revenue Code are made, no
\nsuch Award may be made as an alternative to another Award that is not also
\ndesignated as “qualified performance-based compensation” but instead must be
\nseparate and apart from all other Awards made.<\/p>\n

10.2 When Options or Appreciation Rights that are to be considered “qualified
\nperformance-based compensation” are granted, the Committee approving such grants
\nmust consist solely of two or more “outside directors” as defined in Treas. Reg.
\nSection 1.162-27(e)(3), and the Option Price or base price, as the case may be,
\nestablished for the grant by the Committee will not be less than the Fair Market
\nValue on the Grant Date.<\/p>\n

10.3 When Awards other than Options or Appreciation Rights that are to be
\nconsidered “qualified performance-based compensation” are granted, the Committee
\nwill establish in writing (i) the Performance Criteria that must be met, (ii)
\nthe Performance Period during which performance will be measured, (iii) the
\nmaximum amounts that may be paid if the Performance Criteria are met, and (iv)
\nany other conditions that the Committee deems appropriate and consistent with
\nthe Plan and the requirements of Section 162(m) of the Internal Revenue Code for
\n“qualified performance-based compensation.” The Performance Criteria will
\nsatisfy the requirements for “qualified performance-based compensation,”
\nincluding the requirement that the achievement of the goals be substantially
\nuncertain at the time they are established and that the Performance Criteria be
\nestablished in such a way that a third party with knowledge of the relevant
\nfacts could determine whether and to what extent the Performance Criteria have
\nbeen met. The Committee will not have discretion to increase the maximum amount
\nof compensation that is payable upon achievement of the designated Performance
\nCriteria, but the Committee may in its discretion reduce the amount of
\ncompensation that is payable to an Eligible Person upon achievement of the
\ndesignated Performance Criteria.<\/p>\n

10.4 The Committee will establish the Performance Criteria in writing either
\nbefore the beginning of the Performance Period or during a period ending no
\nlater than the earlier of (i) 90 days after the beginning of the Performance
\nPeriod or (ii) the date on which 25% of the Performance Period has been
\ncompleted, or such other date as may be required or permitted under applicable
\nregulations under Section 162(m) of the Internal Revenue Code.<\/p>\n

12<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

10.5 The Committee will certify and announce the results for the Performance
\nPeriod to all affected Grantees after the Corporation determines the financial
\nand other relevant performance results for the Performance Period. The Committee
\nwill determine the amount, if any, to be paid pursuant to each Award based on
\nthe achievement of the Performance Criteria and the terms of each Agreement.\n<\/p>\n

10.6 The Committee may provide that Awards will be payable, in whole or in
\npart, in the event of the Grantee’s death or disability, a Change of Control or
\nunder other circumstances consistent with the Treasury regulations and rulings
\nunder Section 162(m) of the Internal Revenue Code.<\/p>\n

ARTICLE 11<\/p>\n

TRANSFERABILITY<\/p>\n

11.1 Except as otherwise determined by the Committee on a case-by-case basis,
\nno Options, Appreciation Rights or other derivative security granted under the
\nPlan shall be transferable by an Optionee other than by will or the laws of
\ndescent and distribution. Except as otherwise determined by the Committee on a
\ncase-by-case basis, Options and Appreciation Rights shall be exercisable during
\nthe Optionee’s lifetime only by him or her or by his or her guardian or legal
\nrepresentative.<\/p>\n

11.2 The Committee may specify at the Grant Date that part or all of the
\nCommon Stock that is (i) to be issued or transferred by the Corporation upon the
\nexercise of Option grants or Appreciation Rights, upon the termination of the
\nDeferral Period applicable to Deferred Shares or upon payment under any grant of
\nPerformance Shares or Performance Units or (ii) no longer subject to the
\nsubstantial risk of forfeiture and restrictions on transfer referred to in
\nSection 7.2 of this Plan, shall be subject to further restrictions on transfer.\n<\/p>\n

11.3 The Grantee acknowledges that the Plan is intended to conform to the
\nextent necessary with all provisions of the Securities Act, the Exchange Act,
\nand any and all regulations and rules promulgated thereunder, or by the
\nSecurities and Exchange Commission, and state securities laws and regulations.
\nNotwithstanding anything herein to the contrary, the Plan shall be administered
\nand Awards may be granted and exercised only in such manner to conform to such
\nlaws, rules and regulations. To the extent permitted by applicable law, the Plan
\nand any Agreement shall be deemed amended to the extent necessary to conform to
\nsuch laws, rules and regulations.<\/p>\n

ARTICLE 12<\/p>\n

EXERCISE; PAYMENT OF WITHHOLDING TAXES<\/p>\n

An Award that is exercisable by the Grantee may, subject to the provisions of
\nthe Agreement under which it was granted, be exercised in whole or in part by
\nthe delivery to the Corporation of written notice of the exercise, in such form
\nas the Committee may prescribe. The exercise, however, will not be effective
\nuntil the Corporation has received the election notice and will be subject to
\nreceipt by the Corporation of payment of any applicable Option Price or other
\namount due in connection with such exercise, calculation by the Corporation of
\nthe applicable withholding taxes, and receipt by the Corporation of payment for
\nany applicable withholding taxes.<\/p>\n

ARTICLE 13<\/p>\n

DEFERRAL OF AWARDS OR COMPENSATION<\/p>\n

13.1 If a Grantee so elects in accordance with the terms of an Agreement, the
\nGrantee may defer (i) any or all of an amount otherwise payable in connection
\nwith an Award or (ii) any payment of a cash bonus or other compensation in
\nexchange for an Award under this Plan, provided that:<\/p>\n

(i) the Grantee makes such election by delivering to the Corporation written
\nnotice of such election, at such time and in such form as the Committee may from
\ntime to time prescribe in accordance with the deferral requirements set forth in
\nSection 409A of the Internal Revenue Code;<\/p>\n

13<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

(ii) such election will be irrevocable;<\/p>\n

(iii) such deferred payment will be made in accordance with the provisions of
\nsuch deferred compensation plan; and<\/p>\n

(iv) the terms of the deferred compensation plan and the election to defer
\nunder this Plan comply with Section 409A of the Internal Revenue Code.<\/p>\n

13.2 The Committee may also provide that deferral issuances and settlements
\ninclude the payment or crediting of Dividend Equivalents or interest on the
\ndeferral amounts. Nothing in this Plan shall be deemed to limit an Eligible
\nPerson’s ability to defer compensation under any other deferred compensation
\nplan, arrangement or Agreement maintained by the Corporation.<\/p>\n

ARTICLE 14<\/p>\n

CAPITAL ADJUSTMENTS<\/p>\n

The number and class of Shares subject to each outstanding Share Award, the
\nOption Price, the base price for any Appreciation Right or other Award using
\nsuch a price, the aggregate number and class of Shares for which grants of Share
\nAwards thereafter may be made or in which Awards may be paid, and the limits
\nprovided for in Article 5 of this Plan, will be subject to such adjustment, if
\nany, as the Committee in its sole discretion deems appropriate to reflect any
\ncorporate transaction or event, including, without limitation, dividends, Share
\nsplits, spin-offs, split-ups, recapitalizations, mergers, consolidations or
\nreorganizations of or by the Corporation.<\/p>\n

ARTICLE 15<\/p>\n

CONSEQUENCES OF A CHANGE IN CONTROL<\/p>\n

OR POTENTIAL CHANGE IN CONTROL<\/p>\n

15.1 In the event of a Change in Control or Potential Change in Control, in
\naddition to such other actions contemplated herein, the Committee may take any
\none or more of the following actions with respect to any or all outstanding
\nAwards, without the consent of any Eligible Person: (i) the Committee may
\ndetermine that outstanding Options and Appreciation Rights shall be fully
\nexercisable, and restrictions on outstanding Restricted Shares, Deferred Shares,
\nPerformance Shares and Performance Units shall lapse, as of the date of the
\nChange in Control or at such other time as the Committee determines, (ii) the
\nCommittee may require that Eligible Persons surrender their outstanding Options
\nand Appreciation Rights in exchange for one or more payments by the Corporation,
\nin cash or Common Stock as determined by the Committee, in an amount equal to
\nthe amount by which the then Fair Market Value of the shares of Common Stock
\nsubject to the Eligible Persons’ unexercised Options and Appreciation Rights
\nexceeds the exercise price, if any, and on such terms as the Committee
\ndetermines, (iii) after giving Eligible Persons an opportunity to exercise their
\noutstanding Options and Appreciation Rights, the Committee may terminate any or
\nall unexercised Options and Appreciation Rights at such time as the Committee
\ndeems appropriate, (iv) with respect to Grantees holding Share Awards,
\nDirectors’ Shares, Performance Units or Dividend Equivalents, the Committee may
\ndetermine that such Grantees shall receive one or more payments in settlement of
\nsuch Share Awards, Directors’ Shares and Performance Units, in such amount and
\nform and on such terms as may be determined by the Committee, or (v) the
\nCommittee may determine that Awards that remain outstanding after the Change in
\nControl shall be converted to similar grants of, or assumed by, the surviving
\ncorporation (or a parent or subsidiary of the surviving corporation or
\nsuccessor). Such acceleration, surrender, termination, settlement or conversion
\nshall take place as of the date of the Change in Control or such other date as
\nthe Committee may specify.<\/p>\n

15.2 The Committee may provide in an Agreement that a sale or other
\ntransaction involving a Subsidiary or other business unit of the Corporation
\nshall be considered a Change in Control for purposes of an Award, or the
\nCommittee may establish other provisions that shall be applicable in the event
\nof a specified transaction.<\/p>\n

14<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

ARTICLE 16<\/p>\n

TERMINATION OR AMENDMENT<\/p>\n

16.1 The Board or the Committee may amend, alter or terminate this Plan in
\nany respect, at any time; provided, however, that no amendment, alteration or
\ntermination of this Plan will be made by the Board or the Committee without
\napproval of (i) the Corporation’s shareholders to the extent shareholder
\napproval of the amendment is required by applicable law or regulations or the
\nrequirements of the principal exchange or interdealer quotation system on which
\nthe Common Stock is listed or quoted, and (ii) each affected Optionee or Grantee
\nif such amendment, alteration or termination would adversely affect his or her
\nrights or obligations under any Award made prior to the date of such amendment,
\nalteration or termination except as otherwise permitted under Articles 15 and 19
\nof this Plan.<\/p>\n

16.2 The effective date of any amendment to the Plan will be the date
\nspecified by the Board or Committee, as applicable. Any amendments to the Plan
\nrequiring shareholder approval pursuant to this Article 16 are subject to
\napproval by vote of the shareholders of the Corporation within twelve months
\nafter their adoption by the Board or the Committee. Subject to that approval,
\nany such amendments are effective as of the date on which they are adopted by
\nthe Board. Awards may be granted or awarded prior to shareholder approval of
\namendments, but each Award requiring such amendments will be subject to the
\napproval of the amendments by the shareholders. The date on which any Award made
\nprior to shareholder approval of the amendment will be the Grant Date for all
\npurposes of the Plan as if the Award had not been subject to approval. No Award
\ngranted subject to shareholder approval of an amendment may be exercised prior
\nto such shareholder approval, and any dividends payable thereon are subject to
\nforfeiture if such shareholder approval is not obtained. Presentation of this
\nPlan or any amendment hereof for shareholder approval shall not be construed to
\nlimit the Corporation’s authority to offer similar or dissimilar benefits under
\nother plans without shareholder approval.<\/p>\n

16.3 Neither the Board nor the Committee shall, without further approval of
\nthe shareholders of the Corporation, authorize the amendment of any outstanding
\nOption to reduce the Option Price. Furthermore, no Option shall be canceled and
\nreplaced with awards having a lower Option Price without further approval of the
\nshareholders of the Corporation. This Section 16.3 is intended to prohibit the
\nrepricing of “underwarter” Options and shall not be construed to prohibit the
\nadjustments provided for in Section 14 of this Plan.<\/p>\n

16.4 Neither the Board nor the Committee shall, without further approval of
\nthe shareholders of the Corporation, authorize any Option grant to provide for
\nautomatic “reload” rights, the automatic grant of Options to the Optionee upon
\nthe exercise of Options using Shares or other equity.<\/p>\n

ARTICLE 17<\/p>\n

TERM OF THE PLAN<\/p>\n

Unless sooner terminated by the Board or the Committee pursuant to Article 16
\nof this Plan, the Plan will terminate ten years after the date on which the Plan
\nwas first approved by the shareholders of the Corporation. The termination will
\nnot affect the validity of any Awards outstanding on the date of termination.
\nAwards may be granted or awarded prior to shareholder approval of this Plan, but
\nany Award requiring such shareholder approval will be subject to approval of the
\nPlan by the shareholders. No Award granted subject to such shareholder approval,
\nand any dividends payable thereon, are subject to forfeiture if such shareholder
\napproval is not obtained.<\/p>\n

ARTICLE 18<\/p>\n

INDEMNIFICATION OF COMMITTEE<\/p>\n

In addition to such other rights of indemnification as they may have as
\ndirectors or as members of the Committee, the members of the Committee will be
\nindemnified by the Corporation against the reasonable expenses, including
\nattorneys’ fees, actually and reasonably incurred in connection with the defense
\nof any<\/p>\n

15<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

action, suit or proceeding, or in connection with any appeal therein, to
\nwhich they or any of them may be a party by reason of any action taken or
\nfailure to act under or in connection with the Plan or any Awards granted
\nhereunder, and against all amounts reasonably paid by them in settlement thereof
\nor paid by them in satisfaction of a judgment in any such action, suit or
\nproceeding, if such members acted in good faith and in a manner which they
\nbelieved to be in, and not opposed to, the best interests of the Corporation.\n<\/p>\n

ARTICLE 19<\/p>\n

COMPLIANCE WITH SECTION 409A OF THE INTERNAL REVENUE CODE<\/p>\n

To the extent the Committee determines that any Award granted under the Plan
\nis subject to Section 409A of the Internal Revenue Code, the Agreement
\nevidencing such Award will incorporate the terms and conditions required by
\nSection 409A of the Internal Revenue Code. To the extent applicable, the Plan
\nand Agreement will be interpreted in accordance with Section 409A of the
\nInternal Revenue Code and Department of Treasury regulations and other
\ninterpretive guidance issued thereunder, including without limitation any such
\nregulations or other guidance that may be issued after the Effective Date.
\nNotwithstanding any provision of the Plan, in the event that following the
\nEffective Date the Committee determines that any Award may be subject to Section
\n409A of the Internal Revenue Code, the Committee may adopt such amendments to
\nthe Plan and\/or the applicable Agreement or adopt policies and procedures or
\ntake any other action or actions, including an action or amendment with
\nretroactive effect, that the Committee determines is necessary or appropriate to
\n(i) exempt the Award from the application of Section 409A of the Internal
\nRevenue Code or (ii) comply with the requirements of Section 409A of the
\nInternal Revenue Code.<\/p>\n

ARTICLE 20<\/p>\n

GENERAL PROVISIONS<\/p>\n

20.1 The establishment of the Plan will not confer upon any Eligible Person
\nany legal or equitable right against the Corporation, any Subsidiary or the
\nCommittee, except as expressly provided in the Plan.<\/p>\n

20.2 All grants and awards under the Plan are subject to the condition
\nsubsequent that an appropriate Agreement be signed by the parties.<\/p>\n

20.3 Neither the Plan nor any Agreement constitutes inducement or
\nconsideration for the employment or retention of any Eligible Person, nor are
\nthey a contract of employment or retention for a specific term between the
\nCorporation or any Subsidiary and any Eligible Person. Participation in the Plan
\nwill not give an Eligible Person any right to be retained in the service of the
\nCorporation or any Subsidiary as an employee, a director or otherwise.<\/p>\n

20.4 The Corporation and its Subsidiaries may assume options, warrants, or
\nrights to purchase shares issued or granted by other corporations or entities
\nwhose shares or assets are acquired by the Corporation or its Subsidiaries, or
\nwhich are merged into or consolidated with the Corporation or its Subsidiaries.
\nNeither the adoption of this Plan, nor its submission to the shareholders, will
\nbe taken to impose any limitations on the powers of the Corporation or its
\naffiliates to issue, grant, or assume options, warrants, or rights, otherwise
\nthan under this Plan, or to adopt other share option or restricted share plans
\nor other incentives, or to impose any requirement of shareholder approval upon
\nthe same.<\/p>\n

20.5 Except as the Committee may otherwise provide, or as may otherwise be
\nrequired by a deferral election pursuant to Article 13 of this Plan, the
\ninterests of any Eligible Person under the Plan are not subject to the claims of
\ncreditors and may not, in any way, be assigned, alienated or encumbered.<\/p>\n

20.6 The Board or the Committee may, in its sole discretion, delegate
\nauthority hereunder not already delegated by the terms hereof, including but not
\nlimited to delegating authority to select Eligible Persons, to grant Awards, to
\nestablish terms and conditions of Awards, or to amend, manage, administer,
\ninterpret, construe or vary the Plan or any Awards or Agreements, to the extent
\npermitted by applicable law or administrative or regulatory rule.<\/p>\n

16<\/p>\n<\/p>\n<\/p>\n

<\/p>\n

20.7 The Committee may, without amending the Plan, determine the terms and
\nconditions applicable to grants of Awards to Grantees who are foreign nationals
\nor employed outside the United States in a manner otherwise inconsistent with
\nthe Plan if the Board deems such terms and conditions necessary in order to
\nrecognize differences in local law or regulations, tax policies or customs.<\/p>\n

20.8 The Plan will be governed, construed and administered in accordance with
\nthe laws of the State of Ohio, without reference to its conflict of laws
\nprovisions, and it is the intention of the Corporation that Incentive Stock
\nOptions granted under the Plan qualify as such under Section 422 of the Internal
\nRevenue Code and that Qualified Performance-Based Compensation granted under the
\nPlan qualify as “qualified performance-based compensation” as described in
\nSection 162(m) of the Internal Revenue Code.<\/p>\n

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