GENERAL GROWTH PROPERTIES INC
1998 INCENTIVE STOCK PLAN, AS AMENDED
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<FILENAME>c97523exv10w1.htm
<DESCRIPTION>1998 INCENTIVE STOCK PLAN, AS AMENDED
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt">Exhibit&nbsp;10.1
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt">GENERAL GROWTH PROPERTIES, INC.<BR>
1998 INCENTIVE STOCK PLAN, AS AMENDED
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION 1. Purpose; Definitions.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purpose of the Plan is to give the Company a significant advantage in attracting,
retaining and motivating employees (other than Matthew Bucksbaum and John Bucksbaum) and to provide
the Company, its Affiliates and Subsidiaries with the ability to provide competitive incentives
which are directly linked to the profitability of the Company&#146;s business and increases in
stockholder value.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;For purposes of the Plan, the following terms are defined as set forth below:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Affiliate</I>&#148; means General Growth Management, Inc. and any other corporation or other entity
controlled by the Company and designated by the Committee as such.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Award</I>&#148; means a Threshold-Vesting Stock Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Award Year</I>&#148; shall have the meaning set forth in the Cash Incentive Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Board</I>&#148; means the Board of Directors of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Cash Incentive Plan</I>&#148; means the General Growth Properties, Inc. Cash Value Added Incentive
Compensation Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Cause</I>&#148; has the meaning set forth in Section&nbsp;5(i).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Change in Control</I>&#148; and &#147;<I>Change in Control Price</I>&#148; have the meanings set forth in Sections 6(b)
and (c)&nbsp;respectively.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Code</I>&#148; means the Internal Revenue Code of 1986, as amended from time to time, and any
successor thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Commission</I>&#148; means the Securities and Exchange Commission or any successor agency.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Committee</I>&#148; means the Committee referred to in Section&nbsp;2.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Common Stock</I>&#148; means common stock, par value $.10 per share, of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Company</I>&#148; means General Growth Properties, Inc., a Delaware corporation, and its successors
and assigns.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Employer</I>&#148; means the Company and any Subsidiary or Affiliate whose employees are participants
in the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Estimated Annual Growth Rate</I>&#148; means such rate as shall be established by the Committee on the
date a Stock Option is granted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Exchange Act</I>&#148; means the Securities Exchange Act of 1934, as amended from time to time, and
any successor thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Fair Market Value</I>&#148; means, as of any given date, the mean between the highest and lowest
reported sales prices of the Common Stock on the New York Stock Exchange Composite Tape or, if not
then listed on such exchange, on any other national securities exchange on which the Common Stock
is then listed or on
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">NASDAQ. If there is then no regular public trading market for such Common Stock, the Fair Market
Value of the Common Stock shall be determined by the Committee in good faith.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Measurement Year</I>&#148; shall have the meaning set forth in the Cash Incentive Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Non-Qualified Stock Option</I>&#148; means a Stock Option that is not an incentive stock option as
defined by Section&nbsp;422 of the Code.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Plan</I>&#148; means the General Growth Properties, Inc. 1998 Incentive Stock Plan, as set forth
herein and as hereinafter amended from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Retirement</I>&#148; means retirement from active employment under a pension plan of the Company, any
Subsidiary or Affiliate, or under an employment contract with any of them, or termination of
employment at or after age 65 under circumstances which the Committee, in its sole discretion,
deems equivalent to retirement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Rule&nbsp;16b-3</I>&#148; means Rule&nbsp;16b-3, as promulgated by the Commission under Section 16(b) of the
Exchange Act, as amended from time to time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Subsidiary</I>&#148; means any corporation, partnership or other entity of which the Company or any
Subsidiary owns, directly or indirectly, a majority of the voting power of the voting equity
securities or a majority of the equity interest and shall not be deemed to be a &#147;subsidiary&#148; for
any other purpose.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Termination of Employment</I>&#148; means the termination of the participant&#146;s employment with the
Company or any Subsidiary or Affiliate. A participant employed by a Subsidiary or an Affiliate
shall also be deemed to incur a Termination of Employment if the Subsidiary or Affiliate ceases to
be such a Subsidiary or Affiliate, as the case may be, and the participant does not immediately
thereafter become an employee of the Company or another Subsidiary or Affiliate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Total Disability</I>&#148; means complete and permanent inability by reason of illness or accident to
perform the duties of the occupation at which a Participant was employed by an Employer when such
total disability commenced, all as determined by the Committee. All determinations as to the date
and extent of total disability of any Participant shall be made by the Committee, upon the basis of
such evidence, including independent medical reports and data, as the Committee deems necessary and
desirable, and all such determinations of the Committee shall be final.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Threshold Price</I>&#148; means the Fair Market Value of a share of Common Stock multiplied by the
Estimated Annual Growth Rate, compounded annually for a five-year period.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&#147;<I>Threshold-Vesting Stock Option</I>&#148; or &#147;<I>Stock Option</I>&#148; means an option granted under Section&nbsp;5.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In addition, certain other terms used herein have definitions given to them in the first place
in which they are used.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION 2. Administration.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be administered by the Compensation Committee of the Board or such other
committee appointed by and serving at the pleasure of the Board (the &#147;Committee&#148;). If at any time
no Committee shall be in office, the functions of the Committee specified in the Plan shall be
exercised by the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall have plenary authority to grant Awards pursuant to the terms of the Plan
to participants in the Cash Incentive Plan designated by the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Among other things, the Committee shall have the authority, subject to the terms of the Plan:
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;to select the participants in the Cash Incentive Plan to whom Awards under the Plan may
from time to time be granted;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;to determine the number of shares of Common Stock to be covered by each Award granted
hereunder;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;to determine the terms and conditions of any Award granted hereunder (including, but not
limited to, subject to Section&nbsp;5(a), the option price, any vesting restriction or limitation and
any vesting acceleration or forfeiture waiver regarding any Award and the shares of Common Stock
relating thereto, based on such factors as the Committee shall determine);
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;to modify, amend or adjust the terms and conditions of any Award, at any time or from time
to time;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;to determine to what extent and under what circumstances Common Stock and other amounts
payable with respect to an Award shall be deferred; and
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;to determine under what circumstances a Stock Option may be settled in cash or Common
Stock under Section&nbsp;5(k).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall have the authority to adopt, alter and repeal such administrative 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) and to otherwise supervise the administration of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee may act with respect to the Plan only by a majority of its members then in
office, except that the members thereof may (i)&nbsp;delegate to an officer of the Company the authority
to make decisions pursuant to paragraphs (c), (f), (g), (h)&nbsp;and (i)&nbsp;of Section&nbsp;5 (provided that no
such delegation may be made that would cause Awards or other transactions under the Plan to cease
to be exempt from Section 16(b) of the Exchange Act) and (ii)&nbsp;authorize any one or more of their
number or any officer of the Company to execute and deliver documents on behalf of the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any determination made by the Committee or pursuant to delegated authority pursuant to the
provisions of the Plan with respect to any Award shall be made in the sole discretion of the
Committee or such delegate at the time of the grant of the Award or, unless in contravention of any
express term of the Plan, at any time thereafter. All decisions made by the Committee or any
appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding
on all persons, including the Company and Plan participants.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION 3. Common Stock Subject to Plan.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to adjustment as provided herein, the total number of shares of Common Stock available
for distribution pursuant to Awards under the Plan shall be 11,000,000 shares of Common Stock.
Shares subject to an Award under the Plan may be authorized and unissued shares or may be treasury
shares. If a Stock Option is forfeited, expires or becomes unexercisable without having been
exercised in full, the unpurchased Shares which were subject thereto shall become available for
future grant under the Plan (unless the Plan has terminated).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the event of any merger, reorganization, consolidation, recapitalization, stock dividend,
stock split, extraordinary distribution with respect to the Common Stock or other change in
corporate structure affecting the Common Stock, the Committee or Board may make such substitution
or adjustments in the aggregate number and kind of shares reserved for issuance under the Plan, in
the number, kind and option price of shares subject to outstanding Stock Options and/or such other
substitution or adjustments in the consideration receivable upon exercise as it may determine to be
appropriate in its sole discretion; provided, however, that the number of shares subject to any
Award shall always be a whole number.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION 4. Eligibility.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Employees of the Company, its Subsidiaries and Affiliates who are responsible for or
contribute to the management, growth and profitability of the business of the Company, its
Subsidiaries and Affiliates and who are designated by the Committee are eligible to be granted
Awards under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION 5. Threshold-Vesting Stock Options.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee shall have the authority each Award Year to grant any optionee Threshold-Vesting
Stock Options after the Committee has determined the Annual Bonus Awards under the Cash Incentive
Plan based on the financial results in the applicable Measurement Year. The number of Stock Options
to be granted to an optionee will be based on the optionee&#146;s Annual Bonus Award under the Cash
Incentive Plan in the current Award Year and shall be determined as follows:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Step One: the optionee&#146;s Annual Bonus Award under the Cash Incentive Plan shall be multiplied
by a percentage, not to exceed 25%, to be determined by the Committee;
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Step Two: the product obtained under Step One shall be divided by ten percent (10%) of the
Fair Market Value of a share of Common Stock on the date of grant of the Stock Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Any Stock Option granted under the Plan shall be in such form as the Committee may from time
to time approve and shall constitute a Non-Qualified Stock Option. Stock Options shall be evidenced
by option agreements, the terms and provisions of which may differ, to the extent permitted by the
Plan. An option agreement shall indicate on its face that it is intended to be a Non-Qualified
Stock Option. The grant of a Stock Option shall occur on the date the Committee by resolution
selects an individual to be a participant in any grant of a Stock Option, determines the number of
shares of Common Stock to be subject to such Stock Option to be granted to such individual and
specifies the terms and provisions of the Stock Option. The Company shall notify a participant of
any grant of a Stock Option, and a written option agreement or agreements shall be duly executed
and delivered by the Company to the participant. Such agreement or agreements shall become
effective upon execution by the participant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Stock Options granted under the Plan shall be subject to the following terms and conditions
and shall contain such additional terms and conditions as the Committee shall deem desirable:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<I>Option Price</I>. The option price per share of Common Stock purchasable under a Stock Option
shall be the Fair Market Value of the Common Stock subject to the Stock Option on the date of
grant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<I>Option Term</I>. The term of each Stock Option shall be established by the Committee and shall
not exceed 10&nbsp;years from the date the Stock Option is granted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<I>Exercisability</I>. Threshold-Vesting Stock Options shall be exercisable only after the Stock
Option has vested. Vesting in such Stock Options shall occur after the Fair Market Value of the
Common Stock has achieved and sustained the Threshold Price for at least 20 consecutive trading
days at any time during the five-year period following the date of grant of the Stock Option, or at
such time and under such conditions as are determined by the Committee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;<I>Method of Exercise</I>. Subject to the provisions of this Section&nbsp;5, Stock Options may be
exercised, in whole or in part, at any time during the option term by giving written notice of
exercise to the Company specifying the number of shares of Common Stock subject to the Stock Option
to be purchased.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The option price of Common Stock to be purchased upon exercise of any Stock Option shall be
paid in full in cash (by certified or bank check or such other instrument as the Company may
accept) or, if and to the extent set forth in the option agreement, may also be paid by one or more
of the following: (i)&nbsp;in the form of unrestricted Common Stock already owned by the optionee based
in any such instance on the Fair Market
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Value of the Common Stock on the date the Stock Option is exercised; or (ii)&nbsp;by a combination
thereof, in each case in the manner provided in the option agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In the discretion of the Committee, payment for any shares subject to a Stock Option may also
be made by delivering a properly executed exercise notice to the Company, together with a copy of
irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan
proceeds to pay the purchase price. To facilitate the foregoing, the Company may enter into
agreements for coordinated procedures with one or more brokerage firms.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;No shares of Common Stock shall be issued until full payment therefor has been made. An
optionee shall have all of the rights of a stockholder of the Company holding the Common Stock that
is subject to such Stock Option (including, if applicable, the right to vote the shares and the
right to receive dividends), when the optionee has given written notice of exercise, has paid in
full for such shares and, if requested, has given the representation described in Section&nbsp;9(a).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;<I>Non-transferability of Stock Options</I>. No Stock Option shall be transferable by the
optionee other than (i)&nbsp;by will or by the laws of descent and distribution or (ii)&nbsp;pursuant to a
qualified domestic relations order (as defined in the Code or Title I of the Employee Retirement
Income Security Act of 1974, as amended, or the rules thereunder). All Stock Options shall be
exercisable, during the optionee&#146;s lifetime, only by the optionee or by the guardian or legal
representative of the optionee or by an alternate payee pursuant to such qualified domestic
relations order, it being understood that the terms &#147;holder&#148; and &#147;optionee&#148; include the guardian
and legal representative of the optionee named in the option agreement and any person to whom an
option is transferred by will or the laws of descent and distribution or pursuant to a qualified
domestic relations order.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;<I>Termination by Death</I>. If an optionee&#146;s employment terminates by reason of death, any Stock
Option held by such optionee may thereafter be exercised, to the extent then otherwise exercisable,
for a period of one year (or such other period as the Committee may specify in the option
agreement) from the date of such death or until the expiration of the stated term of such Stock
Option, whichever period is the shorter.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;<I>Termination by Reason of Total Disability</I>. If an optionee&#146;s employment terminates by
reason of Total Disability, any Stock Option held by such optionee may thereafter be exercised by
the optionee, to the extent it was otherwise exercisable at the time of termination, for a period
of three years (or such shorter period as the Committee may specify in the option agreement) from
the date of such termination of employment or until the expiration of the stated term of such Stock
Option, whichever period is the shorter; provided, however, that if the optionee dies within such
three-year period (or such shorter period), any unexercised Stock Option held by such optionee
shall, notwithstanding the expiration of such three-year (or such shorter) period, continue to be
exercisable to the extent to which it was exercisable at the time of death for a period of one year
from the date of such death or until the expiration of the stated term of such Stock Option,
whichever period is the shorter.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(h)&nbsp;<I>Termination by Reason of Retirement</I>. If an optionee&#146;s employment terminates by reason of
Retirement, any Stock Option held by such optionee may thereafter be exercised by the optionee, to
the extent it was exercisable at the time of such Retirement or on such accelerated basis as the
Committee may determine, for a period of three years (or such shorter period as the Committee may
specify in the option agreement) from the date of such termination of employment or until the
expiration of the stated term of the Stock Option, whichever period is the shorter; provided,
however, that if the optionee dies within such three-year (or such shorter) period, any unexercised
Stock Option held by such optionee shall, notwithstanding the expiration of such three-year (or
such shorter) period, continue to be exercisable to the extent to which it was exercisable at the
time of death for a period of one year from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is the shorter.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;<I>Other Termination</I>. Unless otherwise determined by the Committee, if there occurs a
Termination of Employment for any reason other than death, Total Disability, Retirement or Cause,
any Stock Option held by such Optionee shall thereupon terminate, except that such Stock Option, to
the extent then exercisable, or on such accelerated basis as the Committee may determine, may, if
such Termination of
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Employment is without Cause, be exercised for one year from the date of such Termination of
Employment or the balance of such Stock Option&#146;s term; provided, however, that if the optionee dies
within such one-year period, any unexercised Stock Option held by such optionee shall
notwithstanding the expiration of such one-year period, continue to be exercisable to the extent to
which it was exercisable at the time of death for a period of one year from the date of such death
or until the expiration of the stated term of such Stock Option, whichever period is the shorter.
In the event of Termination of Employment for Cause, any unexercised Stock Option held by such
optionee shall expire immediately upon the giving to the optionee of notice of such Termination of
Employment. Unless otherwise determined by the Committee, for the purposes of the Plan, &#147;Cause&#148;
shall mean (i)&nbsp;the conviction of the optionee for committing a felony under Federal law or the law
of the state in which such action occurred, (ii)&nbsp;dishonesty in the course of fulfilling the
optionee&#146;s employment duties or (iii)&nbsp;willful and deliberate failure on the part of the optionee to
perform his employment duties in any material respect.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(j)&nbsp;<I>Forfeitability and Termination</I>. If a Threshold-Vesting Stock Option does not vest during
the five-year period following the date of grant of the Stock Option, the Stock Option shall be
forfeited and the Shares covered by such Option shall revert to the Plan. If an optionee does not
exercise his Stock Option within the time period specified in the Plan, the Stock Option shall
terminate, and the Shares covered by such Option shall revert to the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(k)&nbsp;<I>Cashing Out of Stock Option</I>. On receipt of written notice of exercise, the Committee may
elect to cash out all or any part of the shares of Common Stock for which a Stock Option is being
exercised by paying the optionee an amount, in cash or Common Stock, equal to the excess of the
Fair Market Value of the Common Stock over the option price times the number of shares of Common
Stock for which the Stock Option is being exercised on the effective date of such cash out.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(l)&nbsp;<I>Change in Control Cash Out</I>. Notwithstanding any other provision of the Plan, during the
60-day period from and after a Change in Control (the &#147;Exercise Period&#148;), unless the Committee
shall determine otherwise at the time of grant, an optionee shall have the right, whether or not
the Stock Option is fully exercisable and in lieu of the payment of the exercise price for the
shares of Common Stock being purchased under the Stock Option and by giving notice to the Company,
to elect (within the Exercise Period) to surrender all or part of the Stock Option to the Company
and to receive cash, within 30&nbsp;days of such notice, in an amount equal to the amount by which the
Change in Control Price per share of Common Stock on the date of such election shall exceed the
exercise price per share of Common Stock under the Stock Option (the &#147;Spread&#148;) multiplied by the
number of shares of Common Stock granted under the Stock Option as to which the right granted under
this Section 5(l) shall have been exercised; provided, however, that if the Change in Control is
within six months of the date of grant of a particular Stock Option held by an optionee who is an
officer or director of the Company and is subject to Section 16(b) of the Exchange Act no such
election shall be made by such optionee with respect to such Stock Option prior to six months from
the date of grant. Notwithstanding any other provision hereof, if the end of such 60-day period
from and after a Change in Control is within six months of the date of grant of a Stock Option held
by an optionee who is an officer or director of the Company and is subject to Section 16(b) of the
Exchange Act, such Stock Option shall be cancelled in exchange for a cash payment to the optionee,
effected on the day which is six months and one day after the date of grant of such Option, equal
to the Spread multiplied by the number of shares of Common Stock granted under the Stock Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION 6. Change in Control Provisions.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;<I>Impact of Event</I>. Notwithstanding any other provision of the Plan to the contrary, in the
event of a Change in Control any Stock Options outstanding as of the date such Change in Control is
determined to have occurred and not then exercisable and vested shall become fully exercisable and
vested to the full extent of the original grant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;<I>Definition of Change in Control</I>. For purposes of the Plan, a &#147;Change in Control&#148; shall
mean the happening of any of the following events:
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;An acquisition by any individual, entity or group (within the meaning of Section&nbsp;13(d)(3)
or 14(d)(2) of the Exchange Act) (a &#147;Person&#148;) of beneficial ownership (within the meaning of Rule
13d-3 promulgated under the Exchange Act) of 20% or more of either (1)&nbsp;the then outstanding shares
of common stock of the Company (the &#147;Outstanding Common Stock&#148;) or (2)&nbsp;the combined voting power of
the then outstanding voting securities of the Company entitled to vote generally in the election of
directors (the &#147;Outstanding Voting Securities&#148;); excluding, however, the following: (1)&nbsp;any
acquisition directly from the Company, other than an acquisition by virtue of the exercise of a
conversion privilege unless the security being so converted was itself acquired directly from the
Company, (2)&nbsp;any acquisition by the Company, or members of the Company&#146;s management, or any
combination thereof, (3)&nbsp;any acquisition by any employee benefit plan (or related trust) sponsored
or maintained by the Company or any corporation controlled by the Company or (4)&nbsp;any acquisition by
any Person pursuant to a transaction which complies with clauses (1), (2)&nbsp;and (3)&nbsp;of subsection
(iii)&nbsp;of this Section&nbsp;6(b); or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;A change in the composition of the Board such that the individuals who, as of the
effective date of the Plan, constitute the Board (such Board shall be hereinafter referred to as
the &#147;Incumbent Board&#148;) cease for any reason to constitute at least a majority of the Board;
provided, however, for purposes of this Section&nbsp;6(b), that any individual who becomes a member of
the Board subsequent to such effective date whose election, or nomination for election by the
Company&#146;s shareholders, was approved by a vote of at least a majority of those individuals who are
members of the Board and who were also members of the Incumbent Board (or deemed to be such
pursuant to this proviso) shall be considered as though such individual were a member of the
Incumbent Board; but, provided further, that any such individual whose initial assumption of office
occurs as a result of either an actual or threatened election contest (as such terms are used in
Rule&nbsp;14a-11 of Regulation&nbsp;14A promulgated under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a Person other than the Board shall not be
so considered as a member of the Incumbent Board; or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;The approval by the shareholders of the Company of a reorganization, merger or
consolidation or sale or other disposition of all or substantially all of the assets of the Company
(&#147;Corporate Transaction&#148;); excluding, however, such a Corporate Transaction pursuant to which (1)
all or substantially all of the individuals and entities who are the beneficial owners,
respectively, of the Outstanding Common Stock and Outstanding Voting Securities immediately prior
to such Corporate Transaction will beneficially own, directly or indirectly, more than 60% of,
respectively, the outstanding shares of common stock, and the combined voting power of the then
outstanding voting securities entitled to vote generally in the election of directors, as the case
may be, of the corporation resulting from such Corporate Transaction (including, without
limitation, a corporation which as a result of such transaction owns the Company or all or
substantially all of the Company&#146;s assets either directly or through one or more Subsidiaries) in
substantially the same proportions as their ownership, immediately prior to such Corporate
Transaction, of the Outstanding Common Stock and Outstanding Voting Securities, as the case may be,
(2)&nbsp;no Person (other than the Company, any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company or such corporation
resulting from such Corporate Transaction) will beneficially own, directly or indirectly, 20% or
more of, respectively, the outstanding shares of common stock of the corporation resulting from
such Corporate Transaction or the combined voting power of the outstanding voting securities of
such corporation entitled to vote generally in the election of directors except to the extent that
such ownership existed with respect to the Company prior to the Corporate Transaction and (3)
individuals who were members of the Incumbent Board will constitute at least a majority of the
members of the board of directors of the corporation resulting from such Corporate Transaction; or
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iv)&nbsp;The approval by the shareholders of the Company of a complete liquidation or dissolution
of the Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;<I>Change in Control Price</I>. For purposes of the Plan, &#147;Change in Control Price&#148; means the
higher of (i)&nbsp;the highest reported sales price, regular way, of a share of Common Stock in any
transaction reported on the New York Stock Exchange Composite Tape or other national securities
exchange on which such shares are listed or on NASDAQ, as applicable, during the 60-day period
prior to and including the date of a Change in Control and (ii)&nbsp;if the Change in Control is the
result of a tender or exchange offer or a Corporate Transaction, the highest price per share of
Common Stock paid in such tender or exchange offer or
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Corporate Transaction; provided, however, that in the case of a Stock Option which (x)&nbsp;is held by
an optionee who is an officer or director of the Company and is subject to Section 16(b) of the
Exchange Act and (y)&nbsp;was granted within 240&nbsp;days of the Change in Control, then the Change in
Control Price for such Stock Option shall be the Fair Market Value of the Common Stock on the date
such Stock Option is exercised or cancelled. To the extent that the consideration paid in any such
transaction described above consists all or in part of securities or other non-cash consideration,
the value of such securities or other non-cash consideration shall be determined in the sole
discretion of the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION 7. Term, Amendment and Termination.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan will terminate on December&nbsp;31, 2008. Under the Plan, Awards outstanding as of
December&nbsp;31, 2008 shall not be affected or impaired by the termination of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board may amend, alter, or discontinue the Plan, including, without limitation, to provide
for the transferability of any or all Stock Option(s) in the event the instructions to Form S-8
promulgated pursuant to the Securities Act of 1933, as amended, or any successor form, are
hereafter amended to permit registration of shares issuable upon the exercise of options such as
the Stock Options which are transferable, but no amendment, alteration or discontinuation shall be
made which would impair the rights of an optionee under a Stock Option theretofore granted without
the optionee&#146;s consent. In addition, no such amendment shall be made without the approval of the
Company&#146;s stockholders to the extent such approval is required by law or agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Committee may amend the terms of any Stock Option theretofore granted, prospectively or
retroactively, including, without limitation, to provide for the transferability of such Stock
Option in the event the instructions to Form S-8 promulgated pursuant to the Securities Act of
1933, as amended, or any successor form, are hereafter amended to permit registration of shares
issuable upon the exercise of options such as the Stock Options which are transferable, but no such
amendment shall impair the rights of any holder without the holder&#146;s consent except such an
amendment made to cause the Option to qualify for the exemption provided by Rule&nbsp;16b-3(d).
Notwithstanding anything herein to the contrary, without the prior approval of the Company&#146;s
shareholders, Stock Options issued under the Plan will not be repriced, replaced, or regranted
through cancellation, or by lowering the exercise price of a previously granted Stock Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Subject to the above provisions, the Board shall have authority to amend the Plan to take into
account changes in law and tax and accounting rules, as well as other developments and to grant
Awards which qualify for beneficial treatment under such rules without stockholder approval.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION 8. Unfunded Status of Plan.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;It is presently intended that the Plan constitute an &#147;unfunded&#148; plan for incentive and
deferred compensation. The Committee may authorize the creation of trusts or other arrangements to
meet the obligations created under the Plan to deliver Common Stock or make payments; provided,
however, that, unless the Committee otherwise determines, the existence of such trusts or other
arrangements is consistent with the &#147;unfunded&#148; status of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION 9. General Provisions.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp;The Committee may require each person purchasing or receiving shares pursuant to an Award
to represent to and agree with the Company in writing that such person is acquiring the shares
without a view to the distribution thereof. The certificates for such shares may include any legend
which the Committee deems appropriate to reflect any restrictions on transfer.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All certificates for shares of Common Stock or other securities delivered under the Plan shall
be subject to such stock transfer orders and other restrictions as the Committee may deem advisable
under the rules, regulations and other requirements of the Commission, any stock exchange upon
which the Common Stock is then listed and any applicable Federal or state securities law, and the
Committee may cause a legend or legends to be put on any such certificates to make appropriate
reference to such restrictions.
</DIV>

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</DIV>

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<DIV style="font-family: 'Times New Roman',Times,serif">

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp;Nothing contained in the Plan shall prevent the Company or any Subsidiary or Affiliate
from adopting other or additional compensation arrangements for its employees.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp;The adoption of the Plan shall not confer upon any employee any right to continued
employment nor shall it interfere in any way with the right of the Company or any Subsidiary or
Affiliate to terminate the employment of any employee at any time.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(d)&nbsp;No later than the date as of which an amount first becomes includible 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 Company regarding
the payment of, any Federal, state, local or foreign taxes of any kind required by law to be
withheld with respect to such amount. Unless otherwise determined by the Committee, withholding
obligations may be settled with Common Stock, including Common Stock that is part of the Award that
gives rise to the withholding requirement. The obligations of the Company under the Plan shall be
conditional on such payment or arrangements, and the Company, its Subsidiaries and its Affiliates
shall, to the extent permitted by law, have the right to deduct any such taxes from any payment
otherwise due to the participant. The Committee may establish such procedures as it deems
appropriate, including the making of irrevocable elections, for the settlement of withholding
obligations with Common Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(e)&nbsp;At the time of grant, the Committee may provide in connection with any grant made under
the Plan that the shares of Common Stock received upon exercise of such Option shall be subject to
a right of first refusal pursuant to which the participant shall be required to offer to the
Company any shares that the participant wishes to sell at the then Fair Market Value of the Common
Stock, subject to such other terms and conditions as the Committee may specify at the time of
grant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(f)&nbsp;The Committee shall establish such procedures as it deems appropriate for a participant to
designate a beneficiary to whom any amounts payable in the event of the participant&#146;s death are to
be paid.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(g)&nbsp;The Plan and all Awards made and actions taken thereunder shall be governed by and
construed in accordance with the laws of the State of Delaware.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 12pt"><B>SECTION 10. Effective Date of Plan.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Plan shall be effective on the later of (a)&nbsp;the date it is approved by the stockholders of
the Company and (b)&nbsp;the date, if any, specified by the Board at the time it is approved by the
Board.
</DIV>


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</DIV>


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