ESB FINANCIAL CORP
EX-10.10
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<DESCRIPTION>EX-10.10
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<DIV align="right" style="font-size: 10pt; margin-top: 12pt"><B>Exhibit&nbsp;10.10</B>
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ESB FINANCIAL CORPORATION<BR>
AMENDED AND RESTATED 2005 STOCK INCENTIVE PLAN</B>
</DIV>


<DIV align="Center" style="font-size: 10pt; margin-top: 6pt"><B>ARTICLE I<BR>
ESTABLISHMENT OF THE PLAN</B>

</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;ESB Financial Corporation (the &#147;Corporation&#148;) hereby amends and restates its 2005 Stock
Incentive Plan (as amended and restated, the &#147;Plan&#148;) upon the terms and conditions hereinafter
stated, with the amendment and restatement effective as of November&nbsp;21, 2006.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE II<BR>
PURPOSE OF THE PLAN</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The purpose of this Plan is to improve the growth and profitability of the Corporation and its
Subsidiary Companies by providing Employees and Non-Employee Directors with a proprietary interest
in the Corporation as an incentive to contribute to the success of the Corporation and its
Subsidiary Companies, and rewarding Employees for outstanding performance and the attainment of
targeted goals. All Incentive Stock Options issued under this Plan are intended to comply with the
requirements of Section&nbsp;422 of the Code, and the regulations thereunder, and all provisions
hereunder shall be read, interpreted and applied with that purpose in mind.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE III<BR>
DEFINITIONS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.01 </B>&#147;Award&#148; means an Option, Stock Appreciation Right or Share Award granted pursuant to the
terms of this Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.02 </B>&#147;Bank&#148; means ESB Bank, the wholly owned subsidiary of the Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.03 </B>&#147;Beneficiary&#148; means the person or persons designated by a Recipient or Optionee to
receive any benefits payable under the Plan in the event of such Recipient&#146;s death. Such person or
persons shall be designated in writing on forms provided for this purpose by the Committee and may
be changed from time to time by similar written notice to the Committee. In the absence of a
written designation, the Beneficiary shall be the Recipient&#146;s surviving spouse, if any, or if none,
his estate.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.04 &#147;</B>Board&#148; means the Board of Directors of the Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.05 </B>&#147;Change in Control&#148; shall mean a change in the ownership of the Corporation or the Bank,
a change in the effective control of the Corporation or the Bank or a change in the
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">ownership of a substantial portion of the assets of the Corporation or the Bank, in each case
as provided under Section&nbsp;409A of the Code and the regulations thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.06 &#147;</B>Code&#148; means the Internal Revenue Code of 1986, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.07 &#147;</B>Committee&#148; means a committee of two or more directors appointed by the Board pursuant to
Article&nbsp;IV hereof, each of whom shall be a non-employee director (i)&nbsp;as defined in Rule
16b-3(b)(3)(i) of the Exchange Act or any successor thereto and (ii)&nbsp;within the meaning of Section
162(m) of the Code and the regulations promulgated thereunder.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.08 </B>&#147;Common Stock&#148; means shares of the common stock, $.01 par value per share, of the
Corporation.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.09 </B>&#147;Disability&#148; means in the case of any Optionee or Recipient that the Optionee or
Recipient: (i)&nbsp;is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12&nbsp;months, or (ii)&nbsp;is, by reason of any
medically determinable physical or mental impairment which can be expected to result in death or
can be expected to last for a continuous period of not less than 12&nbsp;months, receiving income
replacement benefits for a period of not less than three months under an accident and health plan
covering employees of the Corporation or the Bank (or would have received such benefits for at
least three months if he had been eligible to participate in such plan).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.10 </B>&#147;Effective Date&#148; means the day upon which the Board originally adopted this Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.11 </B>&#147;Employee&#148; means any person who is employed by the Corporation or a Subsidiary Company,
or is an Officer of the Corporation or a Subsidiary Company, but not including directors who are
not also Officers of or otherwise employed by the Corporation or a Subsidiary Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.12 </B>&#147;Exchange Act&#148; means the Securities Exchange Act of 1934, as amended.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.13 </B>&#147;Exercise Price&#148; means the price at which a share of Common Stock may be purchased by an
Optionee pursuant to an Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.14 </B>&#147;Fair Market Value&#148; shall be equal to the fair market value per share of the
Corporation&#146;s Common Stock on the date an Award is granted. For purposes hereof, the Fair Market
Value of a share of Common Stock shall be the closing sale price of a share of Common Stock on the
date in question (or, if such day is not a trading day in the U.S. markets, on the nearest
preceding trading day), as reported with respect to the principal market (or the composite of the
markets, if more than one) or national quotation system in which such shares are then traded, or if
no such closing prices are reported, the mean between the high bid and low asked prices that day on
the principal market or national quotation system then in use, or if no such quotations are
available, the price furnished by a professional securities dealer making a market in such shares
selected by the Committee.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.15 </B>&#147;Incentive Stock Option&#148; means any Option granted under this Plan which the Board intends
(at the time it is granted) to be an incentive stock option within the meaning of Section&nbsp;422 of
the Code or any successor thereto.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.16 </B>&#147;Non-Employee Director&#148; means a member of the Board of the Corporation or Board of
Directors of the Bank, including an advisory director or a director emeritus of the Board of the
Corporation and/or the Bank, who is not an Officer or Employee of the Corporation or any
Subsidiary Company.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.17 </B>&#147;Non-Qualified Option&#148; means any Option granted under this Plan which is not an Incentive
Stock Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.18 </B>&#147;Officer&#148; means an Employee whose position in the Corporation or Subsidiary Company is
that of a corporate officer, as determined by the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.19 </B>&#147;Option&#148; means a right granted under this Plan to purchase Common Stock.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.20 </B>&#147;Optionee&#148; means an Employee or Non-Employee Director or former Employee or Non-Employee
Director to whom an Option is granted under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.21 </B>&#147;Performance Share Award&#148; means a Share Award granted to a Recipient pursuant to Section
9.06 of the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.22 </B>&#147;Performance Goal&#148; means an objective for the Corporation or any Subsidiary Company or
any unit thereof or any Employee of the foregoing that may be established by the Committee for a
Performance Share Award to become vested, earned or exercisable. The establishment of Performance
Goals are intended to make the applicable Performance Share Awards &#147;performance based&#148; compensation
within the meaning of Section 162(m) of the Code, and the Performance Goals shall be based on one
or more of the following criteria:
</DIV>

<DIV style="margin-top: 6pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">

<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(i)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>net income, as adjusted for non-recurring items;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(ii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>cash earnings;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(iii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>earning per share;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(iv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>cash earnings per share;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(v)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>return on average equity;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(vi)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>return on average assets;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(vii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>assets;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(viii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>stock price;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(ix)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>total stockholder return;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(x)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>capital;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(xi)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>net interest income;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(xii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>market share;</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(xiii)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>cost control or efficiency ratio; and</TD>
</TR>

<TR>
    <TD style="font-size: 6pt">&nbsp;</TD>
</TR><TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="6%" style="background: transparent">&nbsp;</TD>
    <TD width="2%" nowrap align="left">(xiv)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD>asset growth.</TD>
</TR>



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</TABLE>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.23 </B>&#147;Recipient&#148; means an Employee who receives a Share Award or Performance Share Award under
the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.24 </B>&#147;Retirement&#148; means a termination of employment which constitutes a retirement under the
Corporation&#146;s qualified retirement plan maintained by the Corporation or a Subsidiary Corporation,
or, if no such plan is applicable, which would constitute retirement under the Corporation&#146;s
qualified retirement plan, if such individual were a participant in that plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.25 </B>&#147;Share Award&#148; means a right granted under this Plan to receive a distribution of shares
of Common Stock upon completion of the service and other requirements described in Article&nbsp;IX and
includes Performance Share Awards.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.26 &#147;</B>Stock Appreciation Right&#148; means a right to surrender an Option in consideration for a
payment by the Corporation in cash and/or Common Stock, as provided in the discretion of the
Committee in accordance with Section&nbsp;8.10.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>3.27 &#147;</B>Subsidiary Companies&#148; means those subsidiaries of the Corporation, including the Bank,
which meet the definition of &#147;subsidiary corporations&#148; set forth in Section 425(f) of the Code, at
the time of granting of the Award in question.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE IV<BR>
ADMINISTRATION OF THE PLAN</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.01 Duties of the Committee</B>. The Plan shall be administered and interpreted by the
Committee, as appointed from time to time by the Board pursuant to Section&nbsp;4.02. The Committee
shall have the authority to adopt, amend and rescind such rules, regulations and procedures as, in
its opinion, may be advisable in the administration of the Plan, including, without limitation,
rules, regulations and procedures which (i)&nbsp;deal with satisfaction of an Optionee&#146;s tax withholding
obligation pursuant to Section&nbsp;13.02 hereof, (ii)&nbsp;include arrangements to facilitate the Optionee&#146;s
ability to borrow funds for payment of the exercise or purchase price of an Award, if applicable,
from securities brokers and dealers, and (iii)&nbsp;include arrangements which provide for the payment
of some or all of such exercise or purchase price by delivery of previously-owned shares of Common
Stock or other property and/or by withholding some of the shares of Common Stock which are being
acquired. The interpretation and construction by the Committee of any provisions of the Plan, any
rule, regulation or procedure adopted by it pursuant thereto or of any Award shall be final and
binding in the absence of action by the Board.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.02 Appointment and Operation of the Committee</B>. The members of the Committee shall be
appointed by, and will serve at the pleasure of, the Board. The Board from time to time may remove
members from, or add members to, the Committee, provided the Committee shall continue to consist of
two or more members of the Board, each of whom shall be a non-employee director, as defined in Rule
16b-3(b)(3)(i) of the Exchange Act or any successor thereto. In addition, each member of the
Committee shall be an &#147;outside director&#148; within the meaning of Section 162(m) of the Code and
regulations thereunder at such times as is
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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">required under such regulations. The Committee shall act by vote or written consent of a
majority of its members. Subject to the express provisions and limitations of the Plan, the
Committee may adopt such rules, regulations and procedures as it deems appropriate for the conduct
of its affairs. It may appoint one of its members to be chairman and any person, whether or not a
member, to be its secretary or agent. The Committee shall report its actions and decisions to the
Board at appropriate times but in no event less than one time per calendar year.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.03 Revocation for Misconduct</B>. The Board or the Committee may by resolution immediately
revoke, rescind and terminate any Award, or portion thereof, to the extent not yet vested or
exercised, previously granted or awarded under this Plan to an Employee who is discharged from the
employ of the Corporation or a Subsidiary Company for cause, which, for purposes hereof, shall mean
termination because of the Employee&#146;s personal dishonesty, incompetence, willful misconduct, breach
of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful
violation of any law, rule, or regulation (other than traffic violations or similar offenses) or
final cease-and-desist order. Awards granted to a Non-Employee Director who is removed for cause
pursuant to the Corporation&#146;s Articles of Incorporation and Bylaws or the Bank&#146;s Charter and Bylaws
shall terminate as of the effective date of such removal.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.04 Limitation on Liability</B>. Neither the members of the Board nor any member of the
Committee shall be liable for any action or determination made in good faith with respect to the
Plan, any rule, regulation or procedure adopted by it pursuant thereto or any Awards granted under
it. If a member of the Board or the Committee is a party or is threatened to be made a party to
any threatened, pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, by reason of anything done or not done by him in such capacity
under or with respect to the Plan, the Corporation shall, subject to the requirements of applicable
laws and regulations, indemnify such member against all liabilities and expenses (including
attorneys&#146; fees), judgments, fines and amounts paid in settlement actually and reasonably incurred
by him in connection with such action, suit or proceeding if he acted in good faith and in a manner
he reasonably believed to be in the best interests of the Corporation and its Subsidiary Companies
and, with respect to any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.05 Compliance with Law and Regulations</B>. All Awards granted hereunder shall be subject to
all applicable federal and state laws, rules and regulations and to such approvals by any
government or regulatory agency as may be required. The Corporation shall not be required to issue
or deliver any certificates for shares of Common Stock prior to the completion of any registration
or qualification of or obtaining of consents or approvals with respect to such shares under any
federal or state law or any rule or regulation of any government body, which the Corporation shall,
in its sole discretion, determine to be necessary or advisable. Moreover, no Option may be
exercised if such exercise would be contrary to applicable laws and regulations.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.06 Restrictions on Transfer</B>. The Corporation may place a legend upon any certificate
representing shares acquired pursuant to an Award granted hereunder noting that the transfer of
such shares may be restricted by applicable laws and regulations.
</DIV>

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<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>4.07 No Deferral of Compensation Under Section&nbsp;409A of the Code</B>. All Awards granted under the
Plan are designed to not constitute a deferral of compensation for purposes of Section&nbsp;409A of the
Code. Notwithstanding any other provision in this Plan to the contrary, all of the terms and
conditions of any Options granted under this Plan shall be designed to satisfy the exemption for
stock options set forth in the regulations issued under Section&nbsp;409A of the Code. Both this Plan
and the terms of all Options granted hereunder shall be interpreted in a manner that requires
compliance with all of the requirements of the exemption for stock options set forth in the
regulations issued under Section&nbsp;409A of the Code. No Optionee shall be permitted to defer the
recognition of income beyond the exercise date of a Non-Qualified Option or beyond the date that
the Common Stock received upon the exercise of an Incentive Stock Option is sold. No Recipient
shall be permitted to defer the recognition of income beyond the date a Share Award shall be deemed
earned pursuant to Section&nbsp;9.02 of this Plan.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE V<BR>
ELIGIBILITY</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Awards may be granted to such Employees and Non-Employee Directors of the Corporation and its
Subsidiary Companies as may be designated from time to time by the Board or the Committee. Awards
may not be granted to individuals who are not Employees or Non-Employee Directors of either the
Corporation or its Subsidiary Companies. Non-Employee Directors shall be eligible to receive only
Non-Qualified Options under the Plan.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE VI<BR>
COMMON STOCK COVERED BY THE PLAN</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.01 Number of Shares</B>. The aggregate number of shares of Common Stock which may be issued
pursuant to this Plan, subject to adjustment as provided in Article&nbsp;X, shall be 650,000. None of
such shares shall be the subject of more than one Award at any time, but if an Option as to any
shares is surrendered before exercise, or expires or terminates for any reason without having been
exercised in full, or for any reason ceases to be exercisable, the number of shares covered thereby
shall again become available for grant under the Plan as if no Awards had been previously granted
with respect to such shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>6.02 Source of Shares</B>. The shares of Common Stock issued under the Plan may be authorized but
unissued shares, treasury shares or shares purchased by the Corporation on the open market or from
private sources for use under the Plan.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE VII<BR>
DETERMINATION OF<BR>
AWARDS, NUMBER OF SHARES, ETC.</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.01 Determination of Awards</B>. The Board or the Committee shall, in its discretion, determine
from time to time which Employees and Non-Employee Directors will be granted
</DIV>

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



<DIV align="left" style="font-size: 10pt; margin-top: 6pt">Awards under the Plan, the number of shares of Common Stock subject to each Award, whether
each Option will be an Incentive Stock Option or a Non-Qualified Stock Option and the Exercise
Price of an Option and whether a Share Award will be a Performance Share Award. In making all such
determinations there shall be taken into account the duties, responsibilities and performance of
each Optionee, his present and potential contributions to the growth and success of the
Corporation, his salary and such other factors deemed relevant to accomplishing the purposes of the
Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.02 Limitation on Share Awards</B>. Notwithstanding anything contained in this Plan to the
contrary, the maximum number of shares of Common Stock to which Share Awards may be issued under
this Plan shall be 130,000 shares, or 20% of the total shares available for issuance under this
Plan. None of such shares shall be the subject of more than one Award at any time, but if a Share
Award as to any shares is surrendered before vested, or expires or terminates for any reason
without vesting in full, the number of shares covered thereby shall again become available for
grant under the Plan as if no Awards had been previously granted with respect to such shares.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>7.03 Maximum Awards to any Person</B>. Notwithstanding anything contained in this Plan to the
contrary, the maximum number of shares of Common Stock to which Awards may be granted to any
individual in any calendar year shall be 50,000 shares.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE VIII<BR>
OPTIONS AND STOCK APPRECIATION RIGHTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Each Option granted hereunder shall be on the following terms and conditions:
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.01 Stock Option Agreement</B>. The proper Officers on behalf of the Corporation and each
Optionee shall execute a Stock Option Agreement which shall set forth the total number of shares of
Common Stock to which it pertains, the exercise price, whether it is a Non-Qualified Option or an
Incentive Stock Option, and such other terms, conditions, restrictions and privileges as the Board
or the Committee in each instance shall deem appropriate, provided they are not inconsistent with
the terms, conditions and provisions of this Plan. Each Optionee shall receive a copy of his
executed Stock Option Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.02 Option Exercise Price.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Incentive Stock Options. </B>The per share price at which the subject Common Stock may be
purchased upon exercise of an Incentive Stock Option shall be no less than one hundred percent
(100%) of the Fair Market Value of a share of Common Stock at the time such Incentive Stock Option
is granted, except as provided in Section&nbsp;8.09(b).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Non-Qualified Options. </B>The per share price at which the subject Common Stock may be
purchased upon exercise of a Non-Qualified Option shall be established by the Committee at the time
of grant, but in no event shall be less than the greater of (i)&nbsp;the par
</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">value or (ii)&nbsp;one hundred percent (100%) of the Fair Market Value of a share of Common Stock
at the time such Non-Qualified Option is granted.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.03 Vesting and Exercise of Options.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;General Rules. </B>Incentive Stock Options and Non-Qualified Options shall become vested and
exercisable at the rate, to the extent and subject to such limitations as may be specified by the
Board or the Committee. Notwithstanding the foregoing, no vesting shall occur on or after an
Optionee&#146;s employment or service as a Non-Employee Director with the Corporation and all Subsidiary
Companies is terminated for any reason other than his death, Disability, Retirement or a Change in
Control. In determining the number of shares of Common Stock with respect to which Options are
vested and/or exercisable, fractional shares will be rounded up to the nearest whole number if the
fraction is 0.5 or higher, and down if it is less.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Accelerated Vesting. </B>Unless the Committee or Board shall specifically state otherwise at
the time an Option is granted, all Options granted under this Plan shall become vested and
exercisable in full on the date an Optionee terminates his employment with the Corporation or a
Subsidiary Company or service as a Non-Employee Director because of his death, Disability or
Retirement. In addition, all outstanding Options shall become immediately vested and exercisable
in full as of the effective date of a Change in Control.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.04 Duration of Options.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Employee Grants</B>. Except as provided in Sections&nbsp;8.04(b) and 8.09, each Option or portion
thereof granted to an Employee shall be exercisable at any time on or after it vests and remain
exercisable until the earlier of (i)&nbsp;ten (10)&nbsp;years after its date of grant or (ii)&nbsp;three (3)
months after the date on which the Employee ceases to be employed by Corporation and all Subsidiary
Companies, or any successor thereto, unless the Board or the Committee in its discretion decides at
the time of grant to extend such period of exercise upon termination of employment or service to a
period not exceeding five (5)&nbsp;years.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Non-Employee Director Grants</B>. Except as provided in Section&nbsp;8.05(c), each Option or
portion thereof granted to a Non-Employee Director shall be exercisable at any time on or after it
vests and becomes exercisable until the earlier of (i)&nbsp;ten (10)&nbsp;years after its date of grant or
(ii)&nbsp;three (3)&nbsp;years after the date on which the Optionee ceases to serve as a Non-Employee
Director.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Exceptions</B>. Unless the Board or the Committee shall specifically state otherwise at the
time an Option is granted, if an Employee terminates his employment with the Corporation or a
Subsidiary Company as a result of Disability or Retirement without having fully exercised his
Options, the Employee shall have the right, during the one (1)&nbsp;year period following his
termination due to Disability or Retirement, to exercise such Options.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Unless the Board or the Committee shall specifically state otherwise at the time an Option is
granted, if an Employee or Non-Employee Director terminates his employment or service with the
Corporation or a Subsidiary Company following a Change in Control without
</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">having fully exercised his Options, the Optionee shall have the right to exercise such Options
during the remainder of the original ten (10)&nbsp;year term of the Option from the date of grant.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;If an Optionee dies while in the employ or service of the Corporation or a Subsidiary Company
or terminates employment or service with the Corporation or a Subsidiary Company as a result of
Disability or Retirement and dies without having fully exercised his Options, the executors,
administrators, legatees or distributees of his estate shall have the right, during the one (1)
year period following his death, to exercise such Options.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;In no event, however, shall any Option be exercisable more than ten (10)&nbsp;years from the date
it was granted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.05 Nonassignability. </B>Options shall not be transferable by an Optionee except by will or the
laws of descent or distribution, and during an Optionee&#146;s lifetime shall be exercisable only by
such Optionee or the Optionee&#146;s guardian or legal representative. Notwithstanding the foregoing,
or any other provision of this Plan, an Optionee who holds Non-Qualified Options may transfer such
Options to his or her spouse, lineal ascendants, lineal descendants, or to a duly established trust
for the benefit of one or more of these individuals. Options so transferred may thereafter be
transferred only to the Optionee who originally received the grant or to an individual or trust to
whom the Optionee could have initially transferred the Option pursuant to this Section&nbsp;8.05.
Options which are transferred pursuant to this Section&nbsp;8.05 shall be exercisable by the transferee
according to the same terms and conditions as applied to the Optionee.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.06 Manner of Exercise</B>. Options may be exercised in part or in whole and at one time or from
time to time. The procedures for exercise shall be set forth in the written Stock Option Agreement
provided for in Section&nbsp;8.01 above.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.07 Payment for Shares</B>. Payment in full of the purchase price for shares of Common Stock
purchased pursuant to the exercise of any Option shall be made to the Corporation upon exercise of
the Option. All shares sold under the Plan shall be fully paid and nonassessable. Payment for
shares may be made by the Optionee (i)&nbsp;in cash or by check, (ii)&nbsp;by delivery of a properly executed
exercise notice, together with irrevocable instructions to a broker to sell the shares and then to
properly deliver to the Corporation the amount of sale proceeds to pay the exercise price, all in
accordance with applicable laws and regulations and Emerging Issues Task Force Issue No.&nbsp;00-23 and
Financial Accounting Standards Board Statement No.&nbsp;123R, (iii)&nbsp;at the discretion of the Board or
the Committee, by delivering shares of Common Stock (including shares acquired pursuant to the
exercise of an Option) equal in Fair Market Value to the purchase price of the shares to be
acquired pursuant to the Option, (iv)&nbsp;at the discretion of the Board or the Committee, by
withholding some of the shares of Common Stock which are being purchased upon exercise of an
Option, or (v)&nbsp;any combination of the foregoing. With respect to subclause (iii)&nbsp;hereof, the
shares of Common Stock delivered to pay the purchase price must have either been (x)&nbsp;purchased in
open market transactions or (y)&nbsp;issued by the Corporation pursuant to a plan thereof, in each case
more than six months prior to the exercise date of the Option.
</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>8.08 Voting and Dividend Rights</B>. No Optionee shall have any voting or dividend rights or
other rights of a stockholder in respect of any shares of Common Stock covered by an Option prior
to the time that his name is recorded on the Corporation&#146;s stockholder ledger as the holder of
record of such shares acquired pursuant to an exercise of an Option.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.09 Additional Terms Applicable to Incentive Stock Options</B>. All Options issued under the
Plan as Incentive Stock Options will be subject, in addition to the terms detailed in Sections&nbsp;8.01
to 8.08 above, to those contained in this Section&nbsp;8.09.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a) </B>Notwithstanding any contrary provisions contained elsewhere in this Plan and as long as
required by Section&nbsp;422 of the Code, the aggregate Fair Market Value, determined as of the time an
Incentive Stock Option is granted, of the Common Stock with respect to which Incentive Stock
Options are exercisable for the first time by the Optionee during any calendar year under this
Plan, and stock options that satisfy the requirements of Section&nbsp;422 of the Code under any other
stock option plan or plans maintained by the Corporation (or any parent or Subsidiary Company),
shall not exceed $100,000.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Limitation on Ten Percent Stockholders. </B>The price at which shares of Common Stock may be
purchased upon exercise of an Incentive Stock Option granted to an individual who, at the time such
Incentive Stock Option is granted, owns, directly or indirectly, more than ten percent (10%) of the
total combined voting power of all classes of stock issued to stockholders of the Corporation or
any Subsidiary Company, shall be no less than one hundred and ten percent (110%) of the Fair Market
Value of a share of the Common Stock of the Corporation at the time of grant, and such Incentive
Stock Option shall by its terms not be exercisable after the earlier of the date determined under
Section&nbsp;8.04 or the expiration of five (5)&nbsp;years from the date such Incentive Stock Option is
granted.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Notice of Disposition; Withholding; Escrow. </B>An Optionee shall immediately notify the
Corporation in writing of any sale, transfer, assignment or other disposition (or action
constituting a disqualifying disposition within the meaning of Section&nbsp;421 of the Code) of any
shares of Common Stock acquired through exercise of an Incentive Stock Option, within two (2)&nbsp;years
after the grant of such Incentive Stock Option or within one (1)&nbsp;year after the acquisition of such
shares, setting forth the date and manner of disposition, the number of shares disposed of and the
price at which such shares were disposed of. The Corporation shall be entitled to withhold from
any compensation or other payments then or thereafter due to the Optionee such amounts as may be
necessary to satisfy any withholding requirements of federal or state law or regulation and,
further, to collect from the Optionee any additional amounts which may be required for such
purpose. The Committee may, in its discretion, require shares of Common Stock acquired by an
Optionee upon exercise of an Incentive Stock Option to be held in an escrow arrangement for the
purpose of enabling compliance with the provisions of this Section&nbsp;8.09(c).
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>8.10 Stock Appreciation Rights.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;General Terms and Conditions. </B>The Board or the Committee may, but shall not be obligated
to, authorize the Corporation, on such terms and conditions as it deems
</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">appropriate in each case, to grant rights to Optionees to surrender an exercisable Option, or
any portion thereof, in consideration for the payment by the Corporation of an amount equal to the
excess of the Fair Market Value of the shares of Common Stock subject to the Option, or portion
thereof, surrendered over the exercise price of the Option with respect to such shares (any such
authorized surrender and payment being hereinafter referred to as a &#147;Stock Appreciation Right&#148;).
Such payment, at the discretion of the Board or the Committee, may be made in shares of Common
Stock valued at the then Fair Market Value thereof, or in cash, or partly in cash and partly in
shares of Common Stock.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The terms and conditions set with respect to a Stock Appreciation Right may include (without
limitation), subject to other provisions of this Section&nbsp;8.10 and the Plan: the period during
which, date by which or event upon which the Stock Appreciation Right may be exercised; the method
for valuing shares of Common Stock for purposes of this Section&nbsp;8.10; a ceiling on the amount of
consideration which the Corporation may pay in connection with exercise and cancellation of the
Stock Appreciation Right; and arrangements for income tax withholding. The Board or the Committee
shall have complete discretion to determine whether, when and to whom Stock Appreciation Rights may
be granted.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Time Limitations. </B>If a holder of a Stock Appreciation Right terminates service with the
Corporation as an Officer or Employee, the Stock Appreciation Right may be exercised only within
the period, if any, within which the Option to which it relates may be exercised.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Effects of Exercise of Stock Appreciation Rights or Options. </B>Upon the exercise of a Stock
Appreciation Right, the number of shares of Common Stock available under the Option to which it
relates shall decrease by a number equal to the number of shares for which the Stock Appreciation
Right was exercised. Upon the exercise of an Option, any related Stock Appreciation Right shall
terminate as to any number of shares of Common Stock subject to the Stock Appreciation Right that
exceeds the total number of shares for which the Option remains unexercised.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp;Time of Grant. </B>A Stock Appreciation Right granted in connection with an Incentive Stock
Option must be granted concurrently with the Option to which it relates, and a Stock Appreciation
Right granted in connection with a Non-Qualified Option must also be granted concurrently with the
Option to which it relates.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(e)&nbsp;Non-Transferable. </B>The holder of a Stock Appreciation Right may not transfer or assign the
Stock Appreciation Right otherwise than by will or in accordance with the laws of descent and
distribution, and during a holder&#146;s lifetime a Stock Appreciation Right may be exercisable only by
the holder.
</DIV>


<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE IX<BR>
SHARE AWARDS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.01 Share Award Notice</B>. As promptly as practicable after the granting of a Share Award
pursuant to the terms hereof, the Board or the Committee shall notify the Recipient in
</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">writing of the grant of the Share Award, the number of shares covered by the Share Award,
whether the Share Award is a Performance Share Award and the terms upon which the shares subject to
the Share Award shall be distributed to the Recipient. The Board or the Committee shall maintain
records as to all grants of Share Awards and Performance Share Awards under the Plan.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.02 Earning Plan Shares; Forfeitures.</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;General Rules</B>. Subject to the terms hereof, Share Awards granted hereunder shall be
earned at the rate and to the extent as may be specified by the Committee at the date of grant
thereof. If the employment of an Employee is terminated before the Share Award has been completely
earned for any reason (except as specifically provided in subsections (b), (c)&nbsp;and (d)&nbsp;below), the
Recipient shall forfeit the right to any shares subject to the Share Award which have not
theretofore been earned. In the event of a forfeiture of the right to any shares subject to a
Share Award, such forfeited shares shall become available for grant pursuant to Articles VI and VII
as if no Share Award had been previously granted with respect to such shares. No fractional shares
shall be distributed pursuant to this Plan.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Exception for Termination Due to Death or Disability</B>. Notwithstanding the general rule
contained in Section&nbsp;9.02(a), all shares subject to a Share Award held by a Recipient whose
employment with the Corporation or any Subsidiary Company terminates due to death or Disability
shall be deemed fully earned as of the Recipient&#146;s last day of employment with the Corporation or
any Subsidiary Company and shall be distributed as soon as practicable thereafter.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Exception for a Change in Control</B>. Notwithstanding the general rule contained in Section
9.02(a), all shares subject to a Share Award held by a Recipient shall be deemed to be fully earned
as of the effective date of a Change in Control.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.03 Dividends and Voting</B>. A Recipient shall not be entitled to receive any cash dividends
declared on the Common Stock with respect to any unvested Share Award. A Recipient shall not be
entitled to any voting rights with respect to any unvested Share Award which has not yet been
earned and distributed to him or her pursuant to Section&nbsp;9.04.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.04 Distribution of Plan Shares</B>.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Timing of Distributions: General Rule. </B>Subject to the provisions of Section&nbsp;9.06 hereof,
shares shall be distributed to the Recipient or his Beneficiary, as the case may be, as soon as
practicable after they have been earned.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Form of Distributions</B>. All shares shall be distributed in the form of Common Stock. One
share of Common Stock shall be given for each share earned and distributable.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Restrictions on Selling of Plan Shares. </B>Share Awards may not be sold, assigned, pledged
or otherwise disposed of prior to the time that they are earned and distributed
</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">pursuant to the terms of this Plan. Upon distribution, the Board or the Committee may require
the Recipient or his Beneficiary, as the case may be, to agree not to sell or otherwise dispose of
his distributed shares except in accordance with all then applicable Federal and state securities
laws, and the Board or the Committee may cause a legend to be placed on the stock certificate(s)
representing the distributed shares in order to restrict the transfer of the distributed shares for
such period of time or under such circumstances as the Board or the Committee, upon the advice of
counsel, may deem appropriate.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.05 Rights of Recipients. </B>Notwithstanding anything to the contrary herein, a Participant who
receives a Share Award payable in Common Stock shall have no rights as a stockholder until the
Common Stock is issued pursuant to the terms of the Award Agreement.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.06 Performance Awards</B>
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(a)&nbsp;Designation of Performance Share Awards. </B>The Committee may determine to make any Share
Award a Performance Share Award by making such Share Award contingent upon the achievement of a
Performance Goal or any combination of Performance Goals. Each Performance Share Award shall be
evidenced by a written agreement (&#147;Award Agreement&#148;), which shall set forth the Performance Goals
applicable to the Performance Share Award, the maximum amounts payable and such other terms and
conditions as are applicable to the Performance Share Award. Each Performance Share Award shall be
granted and administered to comply with the requirements of Section 162(m) of the Code.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(b)&nbsp;Timing of Grants. </B>Any Performance Share Award shall be made not later than 90&nbsp;days after
the start of the period for which the Performance Share Award relates and shall be made prior to
the completion of 25% of such period. All determinations regarding the achievement of any
Performance Goals will be made by the Committee. The Committee may not increase during a year the
amount of a Performance Share Award that would otherwise be payable upon achievement of the
Performance Goals but may reduce or eliminate the payments as provided for in the Award Agreement.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(c)&nbsp;Restrictions on Grants. </B>Nothing contained in the Plan will be deemed in any way to limit
or restrict the Committee from making any Award or payment to any person under any other plan,
arrangement or understanding, whether now existing or hereafter in effect.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>(d)&nbsp;Distribution</B>. No Performance Share Award or portion thereof that is subject to the
attainment or satisfaction of a condition of a Performance Goal shall be distributed or considered
to be earned or vested until the Committee certifies in writing that the conditions or Performance
Goal to which the distribution, earning or vesting of such Award is subject have been achieved.
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>9.07. Nontransferable</B>. Share Awards and Performance Share Awards and rights to shares shall
not be transferable by a Recipient, and during the lifetime of the Recipient, shares which are the
subject of Share Awards may only be earned by and paid to a Recipient who was notified in writing
of a Share Award by the Committee pursuant to Section&nbsp;9.01. No Recipient
</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">or Beneficiary shall have any right in or claim to any assets of the Plan nor shall the
Corporation or any Subsidiary Company be subject to any claim for benefits hereunder.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE X<BR>
ADJUSTMENTS FOR CAPITAL CHANGES</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The aggregate number of shares of Common Stock available for issuance under this Plan, the
number of shares to which any outstanding Award relates, the maximum number of shares that can be
covered by Awards to each Employee, each Non-Employee Director and all Non-Employee Directors as a
group, and the exercise price per share of Common Stock under any outstanding Option shall be
proportionately adjusted for any increase or decrease in the total number of outstanding shares of
Common Stock issued subsequent to the effective date of this Plan resulting from a split,
subdivision or consolidation of shares or any other capital adjustment, the payment of a stock
dividend, or other increase or decrease in such shares effected without receipt or payment of
consideration by the Corporation. If, upon a merger, consolidation, reorganization, liquidation,
recapitalization or the like of the Corporation, the shares of the Corporation&#146;s Common Stock shall
be exchanged for other securities of the Corporation or of another corporation, each Recipient of
an Award shall be entitled, subject to the conditions herein stated, to purchase or acquire such
number of shares of Common Stock or amount of other securities of the Corporation or such other
corporation as were exchangeable for the number of shares of Common Stock of the Corporation which
such Recipients would have been entitled to purchase or acquire except for such action, and
appropriate adjustments shall be made to the per share exercise price of outstanding Options,
provided that in each case the number of shares or other securities subject to the substituted or
assumed stock options and the exercise price thereof shall be determined in a manner that satisfies
the requirements of Treasury Regulation &#167;1.424-1 and the regulations issued under Section&nbsp;409A of
the Code so that the substituted or assumed option is not deemed to be a modification of the
outstanding Options.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE XI<BR>
AMENDMENT AND TERMINATION OF THE PLAN</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Board may, by resolution, at any time terminate or amend the Plan with respect to any
shares of Common Stock as to which Awards have not been granted, subject to any required
stockholder approval or any stockholder approval which the Board may deem to be advisable for any
reason, such as for the purpose of obtaining or retaining any statutory or regulatory benefits
under tax, securities or other laws or satisfying any applicable stock exchange listing
requirements. The Board may not, without the consent of the holder of an Award, alter or impair
any Award previously granted or awarded under this Plan except as specifically authorized herein.
</DIV>

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</DIV>

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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE XII<BR>
EMPLOYMENT AND SERVICE RIGHTS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Neither the Plan nor the grant of any Awards hereunder nor any action taken by the Committee
or the Board in connection with the Plan shall create any right on the part of any Employee or
Non-Employee Director to continue in such capacity.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE XIII<BR>
WITHHOLDING</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13.01 Tax Withholding. </B>The Corporation may withhold from any cash payment made under this
Plan sufficient amounts to cover any applicable withholding and employment taxes, and if the amount
of such cash payment is insufficient, the Corporation may require the Optionee to pay to the
Corporation the amount required to be withheld as a condition to delivering the shares acquired
pursuant to an Award. The Corporation also may withhold or collect amounts with respect to a
disqualifying disposition of shares of Common Stock acquired pursuant to exercise of an Incentive
Stock Option, as provided in Section&nbsp;8.09(c).
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>13.02 Methods of Tax Withholding. </B>The Board or the Committee is authorized to adopt rules,
regulations or procedures which provide for the satisfaction of an Optionee&#146;s tax withholding
obligation by the retention of shares of Common Stock to which the Employee would otherwise be
entitled pursuant to an Award and/or by the Optionee&#146;s delivery of previously-owned shares of
Common Stock or other property.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE XIV<BR>
EFFECTIVE DATE OF THE PLAN; TERM</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>14.01 Effective Date of the Plan. </B>This Plan as originally adopted was effective as of the
Effective Date, and Awards may be granted hereunder no earlier than the date that this Plan was
approved by stockholders of the Corporation and no later than the termination of the Plan. The
stockholders of the Corporation approved this Plan as originally adopted at a meeting held on April
20, 2005 pursuant to Article&nbsp;XV hereof. The amendment and restatement of this Plan was adopted
effective as of November&nbsp;21, 2006.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>14.02 Term of the Plan. </B>Unless sooner terminated, this Plan shall remain in effect for a
period of ten (10)&nbsp;years ending on the tenth anniversary of the Effective Date. Termination of the
Plan shall not affect any Awards previously granted and such Awards shall remain valid and in
effect until they have been fully exercised or earned, are surrendered or by their terms expire or
are forfeited.
</DIV>

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</DIV>

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<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE XV<BR>
STOCKHOLDER APPROVAL</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The stockholders of the Corporation approved this Plan as originally adopted at a meeting of
stockholders of the Corporation held on April&nbsp;20, 2005 within twelve (12)&nbsp;months following the
Effective Date in order to meet the requirements of (i)&nbsp;Section&nbsp;422 of the Code and regulations
thereunder, (ii)&nbsp;Section&nbsp;162(m) of the Code and regulations thereunder, and (iii)&nbsp;the National
Association of Securities Dealers, Inc. for quotation of the Common Stock on the Nasdaq Stock
Market&#146;s National Market.
</DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 18pt"><B>ARTICLE XVI<BR>
MISCELLANEOUS</B>
</DIV>


<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.01 Governing Law. </B>To the extent not governed by federal law, this Plan shall be construed
under the laws of the Commonwealth of Pennsylvania.
</DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>16.02 Pronouns. </B>Wherever appropriate, the masculine pronoun shall include the feminine
pronoun, and the singular shall include the plural.
</DIV>


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</DIV>

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