ASSOCIATED ESTATES REALTY CORP
YEAR 2001 EQUITY INCENTIVE PLAN EXHIBIT - HTML
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<TYPE>EX-10.22
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<FILENAME>exhi1022.htm
<DESCRIPTION>YEAR 2001 EQUITY INCENTIVE PLAN EXHIBIT - HTML
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<META NAME="DATE" CONTENT="5/10/2001">
<META NAME="Author" CONTENT="Children's Computer Company A">
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<P><CENTER><STRONG>EXHIBIT A</STRONG></CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG><CENTER>ASSOCIATED ESTATES REALTY CORPORATION</CENTER>
</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG><CENTER>YEAR 2001 EQUITY INCENTIVE PLAN</STRONG></CENTER>
</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>SECTION 1.  Purpose; Definitions.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	The purpose of the Associated Estates Realty Corporation Year 2001 Equity Incentive Plan
(the "Plan") is to enable Associated Estates Realty Corporation (the "Company") to attract, retain
and reward members of the Board of Directors of the Company and key employees of the Company
and its Affiliates and to strengthen the mutuality of interests among those directors and key
employees and the Company's shareholders by offering designated directors and employees equity
or equity-based incentives.  For purposes of the Plan, the following terms are defined as follows:</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(a)	"<EM>Affiliate</EM>" means any entity (other than the Company and any Subsidiary) that is
designated by the Board as a participating employer under the Plan.</P>

<P>	(b)	"<EM>Award</EM>" means any award of Stock Options, Restricted Shares, Share Appreciation
Rights or other Share-Based Awards under the Plan.</P>

<P>	(c)	"<EM>Board</EM>" means the Board of Directors of the Company.</P>

<P>	(d)	"<EM>Change in Control</EM>" has the meaning set forth in Section 9(b).</P>

<P>	(e)	"<EM>Change in Control Price</EM>" has the meaning set forth in Section 9(d).  </P>

<P>	(f)	"<EM>Code</EM>" means the Internal Revenue Code of 1986, as amended from time to time,
and any successor thereto.</P>

<P>	(g)	"<EM>Committee</EM>" means the Committee referred to in Section 2 of the Plan.</P>

<P>	(h)	<EM>"Company"</EM> means Associated Estates Realty Corporation, an Ohio corporation, or
any successor corporation.</P>

<P>	(i)	<EM>"Disability" </EM>means disability as determined under procedures established by the
Committee for purposes of the Plan.</P>

<P>	(j)	 "<EM>Exchange Act</EM>" means the Securities Exchange Act of 1934, as amended.</P>

<P>	(k)	"<EM>Fair Market Value</EM>" means, as of any given date, the closing selling price, regular
way, of the Shares on such date on the New York Stock Exchange, or, if no such sale
of the Shares occurs on the New York Stock Exchange on such date, then the closing
selling price on the next preceding day on which the shares were traded.  If the
Shares are no longer traded on the New York Stock Exchange, then the Fair Market
Value of the Shares shall be determined by the Committee in good faith. </P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P>	(l)	"<EM>Incentive Stock Option</EM>" means any Stock Option intended to be and designated as,
and that otherwise qualifies as, an "Incentive Stock Option," within the meaning of
Section 422 of the Code or any successor section thereto. </P>

<P>	(m)	<EM>"Non-Employee Director"</EM> means Non-Employee Director as defined in Rule 16b-3(b)(3)(i) under the Exchange Act or any successor definition adopted by the
Commission.</P>

<P>	(n)	"<EM>Non-Qualified Stock Option</EM>" means any Stock Option that is not an Incentive Stock
Option.</P>

<P>	(o)	<EM>"Outside Director"</EM> means Outside Director as defined in Section 162(m) of the Code
and the regulations promulgated thereunder.</P>

<P>	(p)	"<EM>Plan</EM>" means the Year 2001 Equity Incentive Plan, as amended from time to time.</P>

<P>	(q)	"<EM>Potential Change in Control</EM>" has the meaning set forth in Section 9(c).</P>

<P>	(r)	"<EM>Restricted Shares</EM>" means an award of shares that is granted pursuant to Section 7
and is subject to restrictions.</P>

<P>	(s)	"<EM>Section 16 Participant</EM>" means a participant under the Plan who is subject to Section
16 of the Exchange Act.</P>

<P>	(t)	"<EM>Share Appreciation Right</EM>" means an award of a right to receive an amount from the
Company that is granted pursuant to Section 6. </P>

<P>	(u)	"<EM>Shares</EM>" means Common Shares, without par value, of the Company and any other
class of shares or series of a class of shares of the Company now or hereafter
authorized.</P>

<P>	(v)	"<EM>Stock Option</EM>" or "<EM>Option</EM>" means any option to purchase Shares (including
Restricted Shares, if the Committee so determines) that is granted pursuant to Section
5. </P>

<P>	(w)	"<EM>Subsidiary</EM>" means any corporation (other than the Company) in an unbroken chain
of corporations beginning with the Company if each of the corporations (other than
the last corporation in the unbroken chain) owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the other
corporations in that chain.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>SECTION 2.  Administration.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Plan shall be administered by the Executive Compensation Committee of the Board (the
"Committee").  The Committee shall consist of not less than three directors of the Company, all of
whom shall be Non-Employee Directors and Outside Directors.  Such directors shall be appointed
by the Board and shall serve as the Committee at the pleasure of the Board.  The functions of the
Committee specified in the Plan may be exercised by the Board in the absence of the Committee.</P>

<P>	</P>

<P>	The Committee shall have full power to interpret and administer the Plan and full authority
to select the individuals to whom Awards will be granted and to determine the type and amount of
any Award to be granted to each participant, the consideration, if any, to be paid for any Award, the
timing of each Award, the terms and conditions of any Award granted under the Plan and the terms
and conditions of the related agreements that will be entered into with participants.  As to the
selection of and grant of Awards to participants who are not Section 16 Participants, the Committee
may delegate its responsibilities to members of the Company's management in any manner
consistent with applicable law.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Committee shall have the authority to adopt, alter and repeal such rules, guidelines and
practices governing the Plan as it shall, from time to time, deem advisable; to interpret the terms and
provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto);
to direct employees of the Company or other advisors to prepare such materials or perform such
analyses as the Committee deems necessary or appropriate; and otherwise to supervise the
administration of the Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Any interpretation or administration of the Plan by the Committee, and all actions and
determinations of the Committee, shall be final, binding and conclusive on the Company, its
shareholders, Subsidiaries, Affiliates, all participants in the Plan, their respective legal
representatives, successors and assigns, and all persons claiming under or through any of them.  No
member of the Board or of the Committee shall incur any liability for any action taken or omitted,
or any determination made, in good faith in connection with the Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>SECTION 3.  Shares Subject to the Plan.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	(a)<EM>	Aggregate Shares Subject to the Plan</EM>.  Subject to adjustment as provided in Section
3(c), the total number of Shares reserved and available for Awards under the Plan is
1,500,000.  Any Shares issued hereunder shall consist solely of treasury shares.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(b)<EM>	Forfeiture or Termination of Awards of Shares</EM>.  If any Shares subject to any Award
granted hereunder are forfeited or an Award otherwise terminates or expires without the
issuance of Shares, the Shares subject to that Award shall again be available for distribution
in connection with future Awards under the Plan as provided in Section 3(a), unless the
participant who had been awarded those forfeited Shares or the expired or terminated Award
has theretofore received dividends or other benefits of ownership with respect to those
Shares. For purposes hereof, a participant shall not be deemed to have received a benefit of
ownership with respect to those Shares by the exercise of voting rights, or by the
accumulation of dividends that are not realized because of the forfeiture of those Shares or
the expiration or termination of the related Award without issuance of those Shares.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(c)<EM>	Adjustment</EM>.  In the event of any merger, reorganization, consolidation,
recapitalization, share dividend, share split, combination of shares or other change in
corporate structure of the Company affecting the Shares, such substitution or adjustment
shall be made in the aggregate number of Shares reserved for issuance under the Plan, in the
number and option price of shares subject to outstanding options granted under the Plan, in
the number of Share Appreciation Rights granted under the Plan and in the number of shares
subject to Restricted Share Awards granted under the Plan as may be approved by the
Committee, in its sole discretion, but the number of shares subject to any Award shall always
be a whole number.  In addition, in the event of a merger or sale of the Company, the
Committee will have the authority to substitute Awards with similar awards of equity of the
surviving or acquiring entity.  Any fractional shares shall be eliminated.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>SECTION 4.  Eligibility.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	Members of the Board of Directors of the Company and officers and other key employees
of the Company, and of its Subsidiaries and Affiliates, if any, are eligible to be granted Awards
under the Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>SECTION 5.  Stock Options.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	(a)<EM>	Grant</EM>.  Stock Options may be granted alone, in addition to or in tandem with other
Awards granted under the Plan or cash awards made outside the Plan. The Committee shall
determine the individuals to whom, and the time or times at which, grants of Stock Options
will be made, the number of Shares purchasable under each Stock Option and the other terms
and conditions of the Stock Options in addition to those set forth in Sections 5(b) and 5(c).
Any Stock Option granted under the Plan shall be in such form as the Committee may from
time to time approve.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Stock Options granted under the Plan may be of two types that shall be indicated on their
face: (i) Incentive Stock Options and (ii) Non-Qualified Stock Options.  Subject to Section
5(c), the Committee shall have the authority to grant to any participant Incentive Stock
Options, Non-Qualified Stock Options or both types of Stock Options; provided, however,
that no Incentive Stock Options shall be granted under this Plan unless and until the Plan has
been approved by the  Company's shareholders in a manner that complies with the
shareholder approval requirements of the Code relating to Incentive Stock Options.</P>

<P> </P>

<P>	(b)<EM>	Terms and Conditions</EM>.  Options granted under the Plan shall be evidenced by Option
Agreements, shall be subject to the following terms and conditions and shall contain such
additional terms and conditions, not inconsistent with the terms of the Plan, as the
Committee shall deem desirable:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(1)<EM>	Option Price</EM>.  The option price per share of Shares purchasable under a Non-Qualified Stock Option or an Incentive Stock Option shall be determined by the
Committee at the time of grant and shall be not less than 100% of the Fair Market
Value of the Shares at the date of grant (or, with respect to an Incentive Stock
Option, 110% of the Fair Market Value of the Shares at the date of grant in the case
of a participant who at the date of grant owns Shares possessing more than 10% of
the total combined voting power of all classes of stock of the Company or its parent
or subsidiary corporations (as determined under Sections 424(d), (e) and (f) of the
Code)).</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(2)<EM>	Option Term</EM>.  The term of each Stock Option shall be determined by the
Committee and may not exceed ten years from the date the Option is granted (or,
with respect to an Incentive Stock Option, five years in the case of a participant who
at the date of grant owns Shares possessing more than 10% of the total combined
voting power of all classes of stock of the Company or its parent or subsidiary
corporations (as determined under Sections 424(d), (e) and (f) of the Code)).</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(3)<EM>	Exercise</EM>.  Stock Options shall be exercisable at such time or times and shall
be subject to such terms and conditions as shall be determined by the Committee at
or after grant; but, except as provided in Section 5(b)(6) and Section 9, unless
otherwise determined by the Committee at or after grant, no Stock Option shall be
exercisable prior to six months and one day following the date of grant.  If any Stock
Option is exercisable only in installments or only after specified exercise dates, the
Committee may waive, in whole or in part, such installment exercise provisions, and
may accelerate any exercise date or dates, at any time at or after grant based on such
factors as the Committee shall determine, in its sole discretion.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(4)<EM>	Method of Exercise</EM>.  Subject to any installment exercise provisions that apply
with respect to any Stock Option, and the six month and one day holding period set
forth in Section 5(b)(3), that Stock Option may be exercised in whole or in part, at
any time during the option period, by the holder thereof giving to the Company
written notice of exercise specifying the number of Shares to be purchased.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		That notice shall be accompanied by payment in full of the option price of the Shares
for which the Option is exercised, in cash or Shares or by check or such other
instrument as the Committee may accept.  The value of each such Share surrendered
or withheld shall be 100% of the Fair Market Value of the Shares on the date the
option is exercised.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		No Shares shall be issued on an exercise of an Option until full payment has been
made.  A participant shall not have rights to dividends or any other rights of a
shareholder with respect to any Shares subject to an Option unless and until the
participant has given written notice of exercise, has paid in full for those Shares, and
has given, if requested, the representation described in Section 12(a), and those
Shares have been issued to him.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(5)<EM>	Non-Transferability of Options</EM>.  No Stock Option shall be transferable by any
participant other than by will or by the laws of descent and distribution or pursuant
to a qualified domestic relations order (as defined in the Code or the Employment
Retirement Income Security Act of 1974, as amended) except that, if so provided in
the Option Agreement, the participant may transfer the Option during his lifetime to
one or more members of his family, to one or more trusts for the benefit of one or
more members of his family, or to a partnership or partnerships of members of his
family, provided that no consideration is paid for the transfer and that the transfer
would not result in the loss of any exemption under Rule 16b-3 of the Exchange Act
with respect to any Option.  The transferee of an Option will be subject to all
restrictions, terms and conditions applicable to the Option prior to its transfer, except
that the Option will not be further transferable by the transferee other than by will or
by the laws of descent and distribution.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(6)	<EM>Termination by Death.</EM>  Subject to Section 5(c),  if a participant's service as
a director or employment by the company or any Subsidiary or Affiliate terminates
by reason of death, any Stock Option held by such participant may thereafter be
exercised, to the extent such Option was exercisable at the time of death or would
have become exercisable within one year from the time of death had the participant
continued to fulfill all conditions of the Option during such period (or on such
accelerated basis as the Committee may determine at or after grant), by the estate of
the participant (acting through its fiduciary), for a period of one year (or such other
period as the Committee may specify at or after grant) from the date of such death.
The balance of the Stock Option shall be forfeited.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(7)	<EM>Termination by Reason of Disability.</EM>  Subject to Sections 5(b)(3) and 5(c),
if a participant's service as a director or employment by the Company or any
Subsidiary or Affiliate terminates by reason of Disability, any Stock Option held by
such participant may thereafter be exercised, to the extent such Option was
exercisable at the time or termination or would have become exercisable within one
year from the time of termination had the participant continued to fulfill all
conditions of the Option during such period (or on such accelerated basis as the
Committee may determine at or after grant), by the participant or by the participant's
duly authorized legal representative if the participant is unable to exercise the Option
as a result of  the participant's Disability, for a period of one year (or such other
period as the Committee may specify at or after grant) from the date of such
termination of service or employment; provided, however, that in no event may any
such Option be exercised prior to six months and one day from the date of grant; and
provided, further, that if the participant dies within such one-year period (or such
other period as the Committee shall specify at or after grant), any unexercised Stock
Option held by such participant shall thereafter be exercisable by the estate of the
participant (acting through its fiduciary) to the same extent to which it was
exercisable at the time of death for a period of one year from the date of such
termination of service or employment.  The balance of the Stock Option shall be
forfeited.</P>

<P>		(8)<EM>	Other Termination</EM>.  Unless otherwise determined by the Committee at or
after the time of granting any Stock Option, if a participant's service as a director
with the Company or employment with the Company or any Subsidiary or Affiliate
terminates for any reason other than death or Disability, all Stock Options held by
that participant that are then exercisable shall terminate three months after the date
service or employment terminates and all Stock Options that are not then exercisable
shall terminate on the date the service or employment terminates.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(c)<EM>	Incentive Stock Options</EM>.  Notwithstanding Sections 5(b)(6) and (7), an Incentive
Stock Option shall be exercisable by (i) a participant's authorized legal representative (if the
participant is unable to exercise the Incentive Stock Option as a result of the participant's
Disability) only if, and to the extent, permitted by Section 422 of the Code and (ii) by the
participant's estate, in the case of death, or authorized legal representative, in the case of
Disability, no later than ten years from the date the Incentive Stock Option was granted (in
addition to any other restrictions or limitations that may apply).  Anything in the Plan to the
contrary notwithstanding, no term or provision of the Plan relating to Incentive Stock
Options shall be interpreted, amended or altered, nor shall any discretion or authority granted
under the Plan be exercised, so as to disqualify the Plan under Section 422 of the Code, or,
without the consent of the participants affected, to disqualify any Incentive Stock Option
under that Section 422 or any successor Section thereto.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(d)<EM>	Buyout Provisions</EM>.  The Committee may at any time buy out for a payment in cash,
Shares or Restricted Shares an Option previously granted, based on such terms and
conditions as the Committee shall establish and agree upon with the participant, but no such
transaction involving a Section 16 Participant shall be structured or effected in a manner that
would result in any liability on the part of the participant under Section 16(b) of the
Exchange Act or the rules and regulations promulgated thereunder.</P>

<BR WP="BR1"><BR WP="BR2">
<BR WP="BR1"><BR WP="BR2">
<P><STRONG>SECTION 6.	Share Appreciation Rights. </STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	(a)	<EM>Grant</EM>.  Share Appreciation Rights may be granted in connection with all or any part
of an Option, either concurrently with the grant of the Option or, if the Option is a Non-Qualified Stock Option, by an amendment to the Option at any time thereafter during the
term of the Option.  Share Appreciation Rights may be exercised in whole or in part at such
times under such conditions as may be specified by the Committee in the participant's
Option Agreement.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(b)<EM>	Terms and Conditions</EM>.  The following terms and conditions will apply to all Share
Appreciation Rights that are granted in connection with Options:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(1)<EM>	Rights</EM>.  Share Appreciation Rights shall entitle the participant, upon exercise
of all or any part of the Share Appreciation Rights, to surrender to the Company
unexercised that portion of the underlying Option relating to the same number of
Shares as is covered by the Share Appreciation Rights (or the portion of the Share
Appreciation Rights so exercised) and to receive in exchange from the Company an
amount (paid as provided in Section 6(b)(5)) equal to the excess of (x) the Fair
Market Value, on the date of exercise, of the Shares covered by the surrendered
portion of the underlying Option over (y) the exercise price of the Shares covered by
the surrendered portion of the underlying Option.  The Committee may limit the
amount that the participant will be entitled to receive upon surrender of a Share
Appreciation Right.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(2)<EM>	Surrender of Option</EM>.  Upon the exercise of the Share Appreciation Right and
surrender of the related portion of the underlying Option, the Option, to the extent
surrendered, will not thereafter be exercisable.  The underlying Option may provide
that such Share Appreciation Rights will be payable solely in cash.  The terms of the
underlying Option shall provide a method by which an alternative fair market value
of the Shares on the date of exercise shall be calculated based on one of the
following:  (x) the closing price of the Shares on the national exchange on which they
are then traded on the business day immediately preceding the day of exercise; (y)
the highest closing price of the Shares on the national exchange on which they have
been traded, during the 90 days immediately preceding a Change in Control; or (z)
the greater of (x) and (y).</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(3)<EM>	Exercise</EM>.  In addition to any further conditions upon exercise that may be
imposed by the Committee, the Share Appreciation Rights shall be exercisable only
to the extent that the related Option is exercisable, except that in no event will a
Share Appreciation Right held by a Section 16 Participant be exercisable within the
first six months after it is awarded even though the related Option is or becomes
exercisable, and each Share Appreciation Right will expire no later than the date on
which the related Option expires.  A Share Appreciation Right may only be exercised
at a time when the Fair Market Value of the Shares covered by the Share
Appreciation Right exceeds the exercise price of the Shares covered by the
underlying Option.  No Share Appreciation Right held by a Section 16 Participant
shall be exercisable by its terms within the first six months after it is granted.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(4)<EM>	Method of Exercise</EM>.  Share Appreciation Rights may be exercised by the
participant's giving written notice of the exercise to the Company, stating the number
of Share Appreciation Rights he has elected to exercise and surrendering the portion
of the underlying Option relating to the same number of Shares as the number of
Share Appreciation Rights elected to be exercised.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(5)<EM>	Payment</EM>.  The manner in which the Company's obligation arising upon the
exercise of the Share Appreciation Right will be paid will be determined by the
Committee and shall be set forth in the participant's Option Agreement.  The
Committee may provide for payment in Shares or cash, or a fixed combination of
Shares or cash, or the Committee may reserve the right to determine the manner of
payment at the time the Share Appreciation Right is exercised.  Shares issued upon
the exercise of a Share Appreciation Right will be valued at their Fair Market Value
on the date of exercise.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>SECTION 7.  Restricted Shares.</STRONG></P>

<P>	(a)<EM>	Grant</EM>.  Restricted Shares may be issued alone, in addition to or in tandem with other
Awards under the Plan or cash awards made outside of the Plan.  The Committee shall
determine the individuals to whom, and the time or times at which, grants of Restricted
Shares will be made, the number of Restricted Shares to be awarded to each participant, the
price (if any) to be paid by the participant (subject to Section 7(b)), the date or dates upon
which Restricted Share Awards will vest and the period or periods within which those
Restricted Share Awards may be subject to forfeiture, and the other terms and conditions of
those Awards in addition to those set forth in Section 7(b).</P>

<BR WP="BR1"><BR WP="BR2">
<P>The Committee may condition the grant of Restricted Shares upon the attainment of specified
performance goals or such other factors as the Committee may determine in its sole discretion.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(b)<EM>	Terms and Conditions</EM>.  Restricted Shares awarded under the Plan shall be subject to
the following terms and conditions and such additional terms and conditions, not inconsistent
with the provisions of the Plan, as the Committee shall deem desirable.  A participant who
receives a Restricted Share Award shall not have any rights with respect to that Award,
unless and until the participant has executed an agreement evidencing the Award in the form
approved from time to time by the Committee and has delivered a fully executed copy
thereof to the Company, and has otherwise complied with the applicable terms and
conditions of that Award.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(1)	The purchase price (if any) for Restricted Shares shall be determined by the
Committee at the time of grant.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(2)	Awards of Restricted Shares must be accepted by executing a Restricted
Share Award agreement and paying the price (if any) that is required under Section
7(b)(1).</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(3)	Each participant receiving a Restricted Share Award shall be issued a stock
certificate in respect of those Restricted Shares.  The certificate shall be registered
in the name of the participant, and shall bear an appropriate legend referring to the
terms, conditions and restrictions applicable to the Award.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(4)	The Committee shall require that the stock certificates evidencing the
Restricted Shares be held in custody by the Company until the restrictions thereon
shall have lapsed, and that, as a condition of any Restricted Shares Award, the
participant shall have delivered to the Company a stock power, endorsed in blank,
relating to the Shares covered by that Award.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(5)	Subject to the provisions of this Plan and the Restricted Share Award
agreement, during a period set by the Committee commencing with the date of any
Award (the "Restriction Period"), the participant shall not be permitted to sell,
transfer, pledge, assign or otherwise encumber the Restricted Shares covered by that
Award. The Restriction Period shall not be less than six months and one day in
duration ("Minimum Restriction Period").  Subject to these limitations and the
Minimum Restriction Period requirement, the Committee, in its sole discretion, may
provide for the lapse of restrictions in installments and may accelerate or waive
restrictions, in whole or in part, based on service, performance or such other factors
and criteria as the Committee may determine in its sole discretion.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(6)	Except as provided in this Section 7(b)(6), Section 7(b)(5) and Section
7(b)(7), the participant shall have, with respect to the Restricted Shares awarded, all
of the rights of a shareholder of the Company, including the right to vote the Shares,
and the right to receive any dividends.  The Committee, in its sole discretion, as
determined at the time of award, may permit or require the payment of cash
dividends to be deferred and subject to forfeiture and, if the Committee so
determines, reinvested, subject to Section 12(f), in additional Restricted Shares to the
extent Shares are available under Section 3, or otherwise reinvested.  Unless the
Committee or Board determines otherwise, share dividends issued with respect to
Restricted Shares shall be treated as additional Restricted Shares that are subject to
the same restrictions and other terms and conditions that apply to the Shares with
respect to which such dividends are issued.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(7)	No Restricted Shares shall be transferable by a participant other than by will
or by the laws of descent and distribution.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(8)	If a participant's service as a director or employment by the Company or any
subsidiary or Affiliate terminates by reason of death, any Restricted Shares held by
such participant shall thereafter vest or any restriction lapse, to the extent such
Restricted Shares would have become vested or no longer subject to restriction
within one year from the time of death had the participant continued to fulfill all of
the conditions of the Restricted Share Award during such period (or on such
accelerated basis as the Committee may determine at or after grant).  The balance of
the Restricted Shares shall be forfeited.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(9)	If a participant's service as a director or employment by the Company or any
Subsidiary or Affiliate terminates by reason of Disability, any Restricted Shares held
by such participant shall thereafter vest or any restriction lapse, to the extent such
Restricted Shares would have become vested or no longer subject to restriction
within one year from the time of termination had the participant continued to fulfill
all of the conditions of the Restricted Share Award during such period (or on such
accelerated basis as the Committee may determine at or after grant), subject in all
cases to the Minimum Restriction Period requirement.  The balance of the Restricted
Shares shall be forfeited. </P>

<BR WP="BR1"><BR WP="BR2">
<P>		(10)	Unless otherwise determined by the Committee at or after the time of
granting any Restricted Shares, if a participant's service as a director with the
Company or employment with the Company or any Subsidiary or Affiliate terminates
for any reason other than death or Disability, the Restricted Shares held by that
participant that are unvested or subject to restriction at the time of termination shall
thereupon be forfeited.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	<EM>(c)	Minimum Value</EM>.  In order to better ensure that award payments actually reflect the
performance of the Company and service of the participant, the Committee may provide, in
its sole discretion, for a tandem performance-based or other award designed to guarantee a
minimum value, payable in cash or Shares, to the recipient of a Restricted Share Award,
subject to such performance, future service, deferral and other terms and conditions as may
be specified by the Committee.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>SECTION</STRONG> <STRONG>8.  Other Share-Based Awards.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	(a)<EM>	Grant</EM>.  Other Awards of Shares and other Awards that are valued, in whole or in part,
by reference to, or are otherwise based on, Shares, including, without limitation, performance
shares, convertible preferred shares, convertible debentures, exchangeable securities and
Share Awards or options valued by reference to book value or subsidiary performance
("Other Share-Based Awards"), may be granted alone, in addition to or in tandem with other
Awards granted under the Plan or cash awards made outside of the Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	At the time the Shares or Other Share-Based Award is granted, the Committee shall
determine the individuals to whom and the time or times at which such Shares or Other
Share-Based Awards shall be awarded, the number of Shares to be used in computing an
Award or which are to be awarded pursuant to such Awards, the consideration, if any, to be
paid for such Shares or Other Share-Based Awards, and all other terms and conditions of the
Awards in addition to those set forth in Section 8(b).</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The provisions of Other Share-Based Awards need not be the same with respect to each
participant.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(b)<EM>	Terms and Conditions</EM>.  Other Share-Based Awards shall be subject to the following
terms and conditions and shall contain such additional terms and conditions, not inconsistent
with the terms of the Plan, as the Committee shall deem desirable:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(1)	Subject to the provisions of this Plan and the Award agreement referred to in
Section 8(b)(5) below, Shares awarded or subject to Awards made under this Section
8 may not be sold, assigned, transferred, pledged or otherwise encumbered prior to
the date on which the Shares are issued, or, if later, the date on which any applicable
restriction, performance, holding or deferral period or requirement is satisfied or
lapses. All Shares or Other Share-Based Awards granted under this Section 8 shall
be subject to a minimum holding period (including any applicable restriction,
performance and/or deferral periods) of six months and one day ("Minimum Holding
Period").</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(2)	Subject to the provisions of this Plan and the Award agreement and unless
otherwise determined by the Committee at the time of grant, the recipient of an Other
Share-Based Award shall be entitled to receive, currently or on a deferred basis,
interest or dividends or interest or dividend equivalents with respect to the number
of Shares covered by the Award, as determined at the time of the Award by the
Committee, in its sole discretion, and the Committee may provide that such amounts
(if any) shall be deemed to have been reinvested in additional Shares or otherwise
reinvested.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(3)	Subject to the Minimum Holding Period, any Other Share-Based Award and
any Shares covered by any such Award shall vest or be forfeited to the extent, at the
times and subject to the conditions, if any, provided in the Award agreement, as
determined by the Committee, in its sole discretion.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(4)	In the event of the participant's Disability or death, or in cases of special
circumstances, the Committee may, in its sole discretion, waive, in whole or in part,
any or all of the remaining limitations imposed hereunder or under any related Award
agreement (if any) with respect to any part or all of any Award under this Section 8,
provided that the Minimum Holding Period requirement may not be waived, except
in case of a participant's death.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(5)	Each Award shall be confirmed by, and subject to the terms of, an agreement
or other instrument evidencing the Award in the form approved from time to time by
the Committee, the Company and the participant.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(6)	Shares (including securities convertible into Shares) issued on a bonus basis
under this Section 8 shall be issued for no cash consideration.  Shares (including
securities convertible into Shares) purchased pursuant to a purchase right awarded
under this Section 8 shall bear a price of at least 85% of the Fair Market Value of the
Shares on the date of grant.  The purchase price of such Shares, and of any Other
Share-Based Award granted hereunder, or the formula by which such price is to be
determined, shall be fixed by the Committee at the time of grant.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(7)	In the event that any "derivative security", as defined in Rule 16a-1(c) (or any
successor thereto) promulgated by the Securities and Exchange Commission under
Section 16 of the Exchange Act, is awarded pursuant to this Section 8 to any Section
16 participant, such derivative security shall not be transferrable other than by will
or by the laws of descent and distribution.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>SECTION 9.  Change In Control Provision.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	(a)<EM>	Impact of Event</EM>.  At any time during the 365 days commencing with the date of either
(1) a "Change in Control" as defined in Section 9(b) or (2) a "Potential Change in Control"
as defined in Section 9(c), a majority of the "Incumbent Directors" as defined in Section 9(e)
(or one of the two Incumbent Directors if only two Incumbent Directors are then serving on
the Board of Directors or the sole Incumbent Director if only one Incumbent Director is then
serving on the Board of Directors) may cause the following provisions to take effect as stated
and as of the date set forth in a Written Action (the "Written Action") adopted to that effect
(that date, the "Accelerated Vesting Date") and if there are no Incumbent Directors, the
following provisions will automatically take effect:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(1)	Any Stock Options awarded under the Plan not previously exercisable and
vested shall become fully exercisable and vested;</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(2)	The restrictions and deferral limitations applicable to any Share Appreciation
Rights, Restricted Shares, Deferred Shares, and Other Share-Based Awards shall
lapse and such shares and awards shall be deemed fully vested; and </P>

<BR WP="BR1"><BR WP="BR2">
<P>		(3)	The value of all outstanding Awards, in each case to the extent vested, shall,
unless otherwise determined by the Committee in its sole discretion at or after grant
but prior to any Change in Control or Potential Change in Control, be paid to the
participant in cash in exchange for the surrender of those Awards on the basis of the
"Change in Control Price" as defined in Section 9(d) as of the Accelerated Vesting
Date.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(b)<EM>	Definition of Change in Control</EM>.  For purposes of Section 9(a), a "Change in Control"
means the happening of any of the following:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(1)	When any "person" as defined in Section 3(a)(9) of the Exchange Act and as
used in Sections 13(d) and 14(d) thereof, including a "group" as defined in Section
13(d) of the Exchange Act, but excluding the Company and any Subsidiary and any
employee benefit plan sponsored or maintained by the Company or any Subsidiary
(including any trustee of such plan acting as trustee), directly or indirectly, becomes
the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act, as
amended from time to time) of securities of the Company representing 20% or more
of the combined voting power of the Company's then outstanding securities;
provided, however, that the terms "person" and "group" shall not include any
"Excluded Director", and the term "Excluded Director" means any director who, on
the effective date of the Plan, is the beneficial owner of or has the right to acquire an
amount of Shares equal to or greater than 5% of the number of Shares outstanding
on such effective date; and further provided that, unless otherwise determined by the
Board or any committee thereof, the terms "person" and "group" shall not include
any entity or group of entities which has acquired Shares of the Company in the
ordinary course of business for investment purposes only and not with the purpose
or effect of changing or influencing the control of the Company, or in connection
with or as a participant in any transaction having such purpose or effect ("Investment
Intent"), as demonstrated by the filing by such entity or group of a statement on
Schedule 13G (including amendments thereto) pursuant to Regulation 13D under the
Exchange Act, as long as such entity or group continues to hold such Shares with an
Investment Intent;</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(2)	When, during any period of 24 consecutive months during the existence of
the Plan, the individuals who, at the beginning of such period, constitute the Board
(the "Incumbent Directors") cease for any reason other than death to constitute at
least a majority thereof; provided, however, that a director who was not a director at
the beginning of such 24-month period shall be deemed to have satisfied such 24-month requirement (and be an Incumbent Director) if such director was elected by,
or on the recommendation of or with the approval of, at least two-thirds of the
directors who then qualified as Incumbent Directors either actually (because they
were directors at the beginning of such 24-month period) or by prior operation of this
Section 9(b)(2); or</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(3)	The occurrence of a transaction requiring shareholder approval for the
acquisition of the Company by an entity other than the Company or a Subsidiary
through purchase of assets, by merger or otherwise;</P>

<P> </P>

<P>provided, however, a change in control shall not be deemed to be a Change in Control for purposes
of the Plan if the Board approves such change prior to either (i) the commencement of any of the
events described in Section 9(b)(1), (2), or (3) or (c)(1) or (ii) the commencement by any person
other than the Company of a tender offer for Shares.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(c)<EM>	Definition of Potential Change in Control</EM>.  For purposes of Section 9(a), a "Potential
Change in Control" means the happening of any one of the following:</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(1)	The approval by shareholders of an agreement by the Company, the
consummation of which would result in a Change in Control of the Company as
defined in Section 9(b); or</P>

<BR WP="BR1"><BR WP="BR2">
<P>		(2)	The acquisition of beneficial ownership, directly or indirectly, by any entity,
person or group (other than the Company or a subsidiary or any Company employee
benefit plan (including any trustee of such plan acting as such trustee)) of securities
of the Company representing 5% or more of the combined voting power of the
Company's outstanding securities and the adoption by the Board of a resolution to
the effect that a Potential Change in Control of the Company has occurred for
purposes of this Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(d)<EM>	Change in Control Price</EM>.  For purposes of this Section 9, "Change in Control Price"
means the highest price per share paid in any transaction reported on the New York Stock
Exchange Composite Index, or paid or offered in any bona fide transaction related to a
Change in Control or Potential Change in Control of the Company, at any time during the
60-day period immediately preceding the occurrence of the Change in Control (or, where
applicable, the occurrence of the Potential Change in Control event), in each case as
determined by the Committee.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>SECTION 10.  Amendments and Termination.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Board may at any time, in its sole discretion, amend, alter or discontinue the Plan, but
no such amendment, alteration or discontinuation shall be made that would impair the rights of a
participant under an Award theretofore granted, without the participant's consent.  Notwithstanding
the foregoing, any amendment to Section 9 hereof requires the affirmative vote of a majority of the
Incumbent Directors (or one of the two Incumbent Directors if only two Incumbent Directors are
then serving on the Board of Directors or the sole Incumbent Director if only one Incumbent
Director is then serving on the Board of Directors).</P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Committee may at any time, in its sole discretion, amend the terms of any Award, but
no such amendment shall be made that would impair the rights of a participant under an Award
theretofore granted, without the participant's consent.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	Subject to the above provisions, the Board shall have all necessary authority to amend the
Plan to take into account changes in applicable securities and tax laws and accounting rules, as well
as other developments.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>SECTION 11.  Unfunded Status of Plan.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Plan is intended to constitute an "unfunded" plan for incentive compensation.  With
respect to any payment not yet made to a participant by the Company, nothing contained herein shall
give that participant any rights that are greater than those of a general creditor of the Company.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>SECTION 12.  General Provisions.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	(a)	The Committee may require each participant acquiring Shares pursuant to an Award
under the Plan to represent to and agree with the Company in writing that the participant is
acquiring the Shares without a view to distribution thereof. The certificates for any such
Shares may include any legend which the Committee deems appropriate to reflect any
restrictions on transfer.</P>

<BR WP="BR1"><BR WP="BR2">
<P>		All Shares or other securities delivered under the Plan shall be subject to such stop-transfer orders and other restrictions as the Committee may deem advisable under the rules,
regulations and other requirements of the Securities and Exchange Commission, any stock
exchange upon which the Shares are then listed, and any applicable federal or state securities
laws, and the Committee may cause a legend or legends to be put on any certificate for any
such Shares to make appropriate reference to those restrictions.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(b)	Nothing contained in this Plan shall prevent the Board from adopting other or
additional compensation arrangements, subject to shareholder approval if such approval is
required, and such arrangements may be either generally applicable or applicable only in
specific cases.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(c)	Neither the adoption of the Plan, nor its operation, nor any document describing,
implementing or referring to the Plan, or any part thereof, shall confer upon any participant
under the Plan any right to continue in the employ, or in service as a director, of the
Company or any Subsidiary or Affiliate, or shall in any way affect the right and power of the
Company or any Subsidiary or Affiliate to terminate the employment, or service as a
director, of any participant under the Plan at any time with or without assigning a reason
therefor, to the same extent as the Company or any Subsidiary or Affiliate might have done
if the Plan had not been adopted.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	 (d)	No later than the date as of which an amount first becomes includable in the gross
income of the participant for federal income tax purposes with respect to any Award under
the Plan, the participant shall pay to the Company, or make arrangements satisfactory to the
Committee regarding the payment of, any federal, state or local taxes or other items of any
kind required by law to be withheld with respect to that amount but not to exceed the
Company's minimum statutory withholding obligations.  Subject to the following sentence,
unless otherwise determined by the Committee, withholding obligations may be settled with
Shares, including unrestricted Shares previously owned by the participant or Shares that are
part of the Award that gives rise to the withholding requirement. Notwithstanding the
foregoing, any election by a Section 16 Participant to settle any tax withholding obligation
with Shares that are part of an Award shall be subject to approval by the Committee, in its
sole discretion.  The obligations of the Company under the Plan shall be conditional on those
payments or arrangements and the Company and its Subsidiaries and Affiliates shall, to the
extent permitted by law, have the right to deduct any such taxes from any payment of any
kind otherwise payable to the participant.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(e)	The actual or deemed reinvestment of dividends or dividend equivalents in additional
Restricted Shares at the time of any dividend payment shall only be permissible if sufficient
Shares are available under Section 3 for reinvestment (taking into account then outstanding
Stock Options).</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(f)	The Plan, all Awards made and actions taken thereunder and any agreements relating
thereto shall be governed by and construed in accordance with the laws of the State of Ohio.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(g)	All agreements entered into with participants pursuant to the Plan shall be subject to
the Plan.</P>

<BR WP="BR1"><BR WP="BR2">
<P>	(h)	The provisions of Awards need not be the same with respect to each participant.</P>

<BR WP="BR1"><BR WP="BR2">
<P><STRONG>SECTION 13  Board Approval.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	The Plan was adopted by the Board on December 8, 2000.</P>

<P> </P>

<P><STRONG>SECTION 14  Term of Plan.</STRONG></P>

<BR WP="BR1"><BR WP="BR2">
<P>	No Award shall be granted pursuant to the Plan on or after December 8, 2010, but Awards
granted prior to that date may extend beyond that date.</P>

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