MARVEL ENTERPRISES INC
EX. 10.1: 2005 STOCK INCENTIVE PLAN
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>2
<FILENAME>ex10-1.txt
<DESCRIPTION>EX. 10.1: 2005 STOCK INCENTIVE PLAN
<TEXT>


                                                                    EXHIBIT 10.1
                                                                    ------------



                            MARVEL ENTERPRISES, INC.

                            2005 STOCK INCENTIVE PLAN



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                            MARVEL ENTERPRISES, INC.

                            2005 STOCK INCENTIVE PLAN

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1.       PURPOSE...............................................................1


2.       DEFINITIONS...........................................................1


3.       ADMINISTRATION........................................................3


4.       STOCK SUBJECT TO PLAN.................................................4


5.       ELIGIBILITY; PER-PERSON AWARD LIMITATIONS.............................5


6.       SPECIFIC TERMS OF AWARDS..............................................5


7.       PERFORMANCE AWARDS....................................................9


8.       CERTAIN PROVISIONS APPLICABLE TO AWARDS..............................11


9.       CHANGE IN CONTROL....................................................12


10.      GENERAL PROVISIONS...................................................13


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                            MARVEL ENTERPRISES, INC.

                            2005 STOCK INCENTIVE PLAN

         1.       Purpose. The purpose of this 2005 Stock Incentive Plan (the
"Plan") is to aid Marvel Enterprises, Inc., a Delaware corporation (together
with its successors and assigns, the "Company"), in attracting, retaining,
motivating and rewarding officers, employees and directors of the Company and
its subsidiaries and consultants and advisors to the Company or its subsidiaries
("Participants"), to provide for equitable and competitive compensation
opportunities, to recognize individual contributions and reward achievement of
Company goals, and promote the creation of long-term value for stockholders by
closely aligning the interests of Participants with those of stockholders. The
Plan authorizes stock-based incentives for Participants.

         2.       Definitions. In addition to the terms defined in Section 1
above and elsewhere in the Plan, the following capitalized terms used in the
Plan have the respective meanings set forth in this Section:

         (a)      "Annual Limit" shall have the meaning specified in Section
5(b).

         (b)      "Award" means any Option, SAR, Restricted Stock, Deferred
Stock, Stock granted as a bonus or in lieu of another award, Dividend
Equivalent, Other Stock-Based Award, or Performance Award, together with any
related right or interest, granted to a Participant under the Plan.

         (c)      "Beneficiary" means the legal representatives of the
Participant's estate entitled by will or the laws of descent and distribution to
receive the benefits under a Participant's Award upon a Participant's death,
provided that, if and to the extent authorized by the Committee, a Participant
may be permitted to designate a Beneficiary, in which case the "Beneficiary"
instead will be the person, persons, trust or trusts (if any are then surviving)
which have been designated by the Participant in his or her most recent written
and duly filed beneficiary designation to receive the benefits specified under
the Participant's Award upon such Participant's death. Unless otherwise
determined by the Committee, any designation of a Beneficiary other than a
Participant's spouse shall be subject to the written consent of such spouse.

         (d)      "Board" means the Company's Board of Directors.

         (e)      "Cause" means "cause" as defined in an employment agreement
between the Company and the Participant in effect at the time of Termination of
Employment. If, however, there is no such employment agreement or no definition
of "cause" therein, Cause means an individual's (i) intentional failure to
perform reasonably assigned duties, (ii) dishonesty or willful misconduct in the
performance of duties, (iii) involvement in a transaction in connection with the
performance of duties to the Company or any of its Subsidiaries thereof which
transaction is adverse to the interests of the Company or any of its
Subsidiaries and which is engaged in for personal profit, (iv) knowing or
grossly negligent misconduct which results in the Company being required to
prepare an accounting restatement due to the material noncompliance of the
Company with any financial reporting requirement under the securities laws, (v)
willful violation of any law, rule or regulation in connection with the
performance of duties (other than traffic violations or similar offenses), or
(v) the commission of an act of fraud or intentional misappropriation or
conversion of assets or opportunities of the Company or any Subsidiary;
provided,


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however, that the Committee may vary the definition of "Cause" in any agreement
or document relating to an Award.

         (f)      "Code" means the Internal Revenue Code of 1986, as amended.
References to any provision of the Code or regulation thereunder shall include
any successor provisions and regulations, including any applicable guidance or
pronouncement of the Department of the Treasury and Internal Revenue Service.

         (g)      "Committee" means the Compensation Committee of the Board, the
composition and governance of which is established in the Committee's Charter as
approved from time to time by the Board and subject to Section 303A.05 of the
Listed Company Manual of the New York Stock Exchange, and other corporate
governance documents of the Company. No action of the Committee shall be void or
deemed to be without authority due to the failure of any member, at the time the
action was taken, to meet any qualification standard set forth in the Committee
Charter or this Plan. The full Board may perform any function of the Committee
hereunder, except to the extent limited under Section 303A.05 of the Listed
Company Manual or by law, in which case the term "Committee" shall refer to the
Board.

         (h)      "Covered Employee" means an Eligible Person who is a Covered
Employee as specified in Section 10(j).

         (i)      "Deferred Stock" means a right, granted under this Plan, to
receive Stock or other Awards or a combination thereof at the end of a specified
deferral period.

         (j)      "Dividend Equivalent" means a right, granted under this Plan,
to receive cash, Stock, other Awards or other property equal in value to all or
a specified portion of the dividends paid with respect to a specified number of
shares of Stock.

         (k)      "Effective Date" means the effective date specified in Section
10(q).

         (l)      "Eligible Person" has the meaning specified in Section 5(a).

         (m)      "Exchange Act" means the Securities Exchange Act of 1934, as
amended. References to any provision of the Exchange Act or rule (including a
proposed rule) thereunder shall include any successor provisions and rules.

         (n)      "Fair Market Value" means the fair market value of Stock,
Awards or other property as determined in good faith by the Committee or under
procedures established by the Committee. Unless otherwise determined by the
Committee, the Fair Market Value of Stock shall be the closing sales price per
share of Stock reported on a consolidated basis for securities listed on the
principal stock exchange or market on which Stock is traded on the trading day
prior to the day such value is being determined. Fair Market Value relating to
the exercise price or base price of any Non-Code Section 409A Option or SAR
shall conform to requirements under Code Section 409A.

         (o)      "Code Section 409A Awards" means Awards that constitute a
deferral of compensation under Code Section 409A and regulations thereunder.
"Non-Code Section 409A Awards" means Awards other than Code Section 409A Awards.
Although the Committee retains authority under the Plan to grant Options, SARs
and Restricted Stock on terms that will qualify those Awards as Code Section
409A Awards, Options, SARs exercisable for Stock, and Restricted Stock are
intended to be Non-Code Section 409A Awards unless otherwise expressly specified
by the Committee.


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         (p)      "Incentive Stock Option" or "ISO" means any Option designated
as an incentive stock option within the meaning of Code Section 422 and
qualifying thereunder.

         (q)      "Option" means a right, granted under this Plan, to purchase
Stock.

         (r)      "Other Stock-Based Awards" means Awards granted to a
Participant under Section 6(h).

         (s)      "Participant" means a person who has been granted an Award
under the Plan which remains outstanding, including a person who is no longer an
Eligible Person.

         (t)      "Performance Award" means a conditional right, granted to a
Participant under Sections 6(i) and 7, to receive cash, Stock or other Awards or
payments.

         (u)      "Preexisting Plan" means the Company's 1998 Stock Incentive
Plan.

         (v)      "Restricted Stock" means Stock granted under this Plan which
is subject to certain restrictions and to a risk of forfeiture.

         (w)      "Rule 16b-3" means Rule 16b-3, as from time to time in effect
and applicable to Participants, promulgated by the Securities and Exchange
Commission under Section 16 of the Exchange Act.

         (x)      "Stock" means the Company's Common Stock, par value $0.01 per
share, and any other equity securities of the Company that may be substituted or
resubstituted for Stock pursuant to Section 10(c).

         (y)      "Stock Appreciation Rights" or "SAR" means a right granted to
a Participant under Section 6(c).

         3.       Administration.

         (a)      Authority of the Committee. The Plan shall be administered by
the Committee, which shall have full and final authority, in each case subject
to and consistent with the provisions of the Plan, to select Eligible Persons to
become Participants; to grant Awards; to determine the type and number of
Awards, the dates on which Awards may be exercised and on which the risk of
forfeiture or deferral period relating to Awards shall lapse or terminate, the
acceleration of any such dates, the expiration date of any Award, whether, to
what extent, and under what circumstances an Award may be settled, or the
exercise price of an Award may be paid, in cash, Stock, other Awards, or other
property, and other terms and conditions of, and all other matters relating to,
Awards; to prescribe documents evidencing or setting terms of Awards (such Award
documents need not be identical for each Participant), amendments thereto, and
rules and regulations for the administration of the Plan and amendments thereto;
to construe and interpret the Plan and Award documents and correct defects,
supply omissions or reconcile inconsistencies therein; and to make all other
decisions and determinations as the Committee may deem necessary or advisable
for the administration of the Plan. Decisions of the Committee with respect to
the administration and interpretation of the Plan shall be final, conclusive,
and binding upon all persons interested in the Plan, including Participants,
Beneficiaries, transferees under Section 10(b) and other persons claiming rights
from or through a Participant, and stockholders. The foregoing notwithstanding,
the Board shall perform the functions of the Committee for purposes of granting
Awards under the Plan to non-employee directors (the functions of the Committee
with respect to other aspects of non-employee director awards is not exclusive
to the Board, however).


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         (b)      Manner of Exercise of Committee Authority. The express grant
of any specific power to the Committee, and the taking of any action by the
Committee, shall not be construed as limiting any power or authority of the
Committee. The Committee may act through subcommittees, including for purposes
of perfecting exemptions under Rule 16b-3 or qualifying Awards under Code
Section 162(m) as performance-based compensation, in which case the subcommittee
shall be subject to and have authority under the charter applicable to the
Committee, and the acts of the subcommittee shall be deemed to be acts of the
Committee hereunder. The Committee may delegate to officers or managers of the
Company or any subsidiary or affiliate, or committees thereof, the authority,
subject to such terms as the Committee shall determine, to perform such
functions, including administrative functions, as the Committee may determine,
to the extent (i) that such delegation will not result in the loss of an
exemption under Rule 16b-3(d) or (e) for Awards granted to Participants subject
to Section 16 of the Exchange Act in respect of the Company and will not cause
Awards intended to qualify as "performance-based compensation" under Code
Section 162(m) to fail to so qualify, and (ii) permitted under Section 157 and
other applicable provisions of the Delaware General Corporation Law.

         (c)      Limitation of Liability. Each member of the Committee and the
Board of Directors, and any person to whom authority or duties are delegated
hereunder, shall be entitled to, in good faith, rely or act upon any report or
other information furnished to him or her by any officer or other employee of
the Company or a subsidiary or affiliate, the Company's independent certified
public accountants, or any executive compensation consultant, legal counsel, or
other professional retained by the Company to assist in the administration of
the Plan. No member of the Board or Committee, nor any person to whom authority
or duties are delegated hereunder, shall be personally liable for any action,
determination, or interpretation taken or made in good faith with respect to the
Plan, and any such person shall, to the extent permitted by law, be fully
indemnified and protected by the Company with respect to any such action,
determination, or interpretation.

         4.       Stock Subject To Plan.

         (a)      Overall Number of Shares Available for Delivery. The total
number of shares of Stock reserved and available for delivery in connection with
Awards under the Plan shall be (i) four million shares, plus (ii) the number of
shares that, immediately prior to the Effective Date, remain available for new
awards under the Preexisting Plan plus (iii) the number of shares subject to
awards under the Preexisting Plan which become available in accordance with
Section 4(b) after the Effective Date; provided, however, that the total number
of shares with respect to which ISOs may be granted shall not exceed the number
specified under clause (i) above. The total number of shares available is
subject to adjustment as provided in Section 10(c). Any shares of Stock
delivered under the Plan shall consist of authorized and unissued shares or
treasury shares.

         (b)      Share Counting Rules. The Committee may adopt reasonable
counting procedures to ensure appropriate counting, avoid double counting (as,
for example, in the case of tandem or substitute awards) and make adjustments in
accordance with this Section 4(b). For purposes of the Plan, shares shall be
counted against those reserved to the extent such shares have been delivered and
are no longer subject to a risk of forfeiture. Accordingly, (i) to the extent
that an Award under the Plan or award under a Preexisting Plan is canceled,
expired, forfeited, settled in cash, settled by issuance of fewer shares than
the number underlying the award, or otherwise terminated without delivery of
shares to the Participant, the shares retained by or returned to the Company
will be available under the Plan; and (ii) shares that are withheld from such an
award or separately surrendered by the Participant in payment of the exercise
price or taxes relating to such an award shall be deemed to constitute shares
not delivered to the Participant and will be available under the Plan. The
Committee may determine that Awards may be outstanding that


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relate to more shares than the aggregate remaining available under the Plan so
long as such Awards will not in fact result in delivery and vesting of shares in
excess of the number then available. In addition, in the case of any Award
granted in assumption of or in substitution for an award of a company or
business acquired by the Company or a subsidiary or affiliate or with which the
Company or a subsidiary or affiliate combines, shares issued or issuable in
connection with such substitute Award shall not be counted against the number of
shares reserved under the Plan.

         5.       Eligibility; Per-Person Award Limitations.

         (a)      Eligibility. Awards may be granted under the Plan only to
Eligible Persons. For purposes of the Plan, an "Eligible Person" means an
employee of the Company or any subsidiary or affiliate, including any executive
officer or non-employee director of the Company or a subsidiary or affiliate,
and any person who has been offered employment by the Company or a subsidiary or
affiliate, provided that such prospective employee may not receive any payment
or exercise any right relating to an Award until such person has commenced
employment with the Company or a subsidiary or affiliate. An employee on leave
of absence may be considered as still in the employ of the Company or a
subsidiary or affiliate for purposes of eligibility for participation in the
Plan, to the extent specified by the Committee. Consultants and advisors to the
Company or its subsidiaries or affiliates shall also be eligible for
participation in the Plan. For purposes of the Plan, a joint venture in which
the Company or a subsidiary has a substantial direct or indirect equity
investment shall be deemed an affiliate, if so determined by the Committee.
Holders of awards granted by a company or business acquired by the Company or a
subsidiary or affiliate, or with which the Company or a subsidiary or affiliate
combines, are eligible for grants of substitute awards granted in assumption of
or in substitution for such outstanding awards previously granted under the Plan
in connection with such acquisition or combination transaction. If a
non-employee director is required by contract to deliver any compensation from
the Company to the director's employer, the Committee may specify or permit the
director to elect that Awards be made or transferred to such director's
employer; in such case, vesting, exercisability and termination provisions and
other Award provisions specified by the Committee shall continue to apply to the
individual director and his or her service to the Company.

         (b)      Per-Person Award Limitations. In each calendar year during any
part of which the Plan is in effect, an Eligible Person may be granted Awards
intended to qualify as "performance-based compensation" under Code Section
162(m) under the Plan relating to up to his or her Annual Limit. A Participant's
Annual Limit, in any year during any part of which the Participant is then
eligible under the Plan, shall equal two million shares plus the amount of the
Participant's unused Annual Limit relating to the same type of Award as of the
close of the previous year, subject to adjustment as provided in Section 10(c).
For this purpose, (i) "earning" means satisfying performance conditions so that
an amount becomes payable, without regard to whether it is to be paid currently
or on a deferred basis or continues to be subject to any service requirement or
other non-performance condition, and (ii) a Participant's Annual Limit is used
to the extent an amount or number of shares may be potentially earned or paid
under an Award, regardless of whether such amount or shares are in fact earned
or paid.

         (c)      Limits on Non-Employee Director Awards. Non-employee directors
may be granted any type of Award under the Plan, but the aggregate number of
shares that may be delivered in connection with Awards granted to non-employee
directors shall be twenty percent of the total reserved under the Plan, and in
any five-year period a non-employee director may be granted Awards under the
Plan relating to no more than 250,000 shares, subject to adjustment as provided
in Section 10(c).

         6.       Specific Terms Of Awards.


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         (a)      General. Awards may be granted on the terms and conditions set
forth in this Section 6. In addition, the Committee may impose on any Award or
the exercise thereof, at the date of grant or thereafter (subject to Sections
10(e) and 10(k)), such additional terms and conditions, not inconsistent with
the provisions of the Plan, as the Committee shall determine, including terms
requiring forfeiture of Awards in the event of termination of employment or
service by the Participant, terms requiring forfeiture of Awards and gains
realized upon exercise, vesting or settlement of Awards in cases in which the
Participant engages in conduct harmful to the Company, and terms permitting a
Participant to make elections relating to his or her Award. The Committee shall
retain full power and discretion with respect to any term or condition of an
Award that is not mandatory under the Plan, subject to Section 10(k). The
Committee shall require the payment of lawful consideration for an Award to the
extent necessary to satisfy the requirements of the Delaware General Corporation
Law, and may otherwise require payment of consideration for an Award except as
limited by the Plan.

         (b)      Options. The Committee is authorized to grant Options to
Participants on the following terms and conditions:

         (i)      Exercise Price. The exercise price per share of Stock
                  purchasable under an Option (including both ISOs and
                  non-qualified Options) shall be determined by the Committee,
                  provided that such exercise price shall be not less than the
                  Fair Market Value of a share of Stock on the date of grant of
                  such Option, subject to Section 8(a). Notwithstanding the
                  foregoing, any substitute award granted in assumption of or in
                  substitution for an outstanding award granted by a company or
                  business acquired by the Company or a subsidiary or affiliate,
                  or with which the Company or a subsidiary or affiliate
                  combines may be granted with an exercise price per share of
                  Stock other than as required above.

         (ii)     Option Term; Time and Method of Exercise. The Committee shall
                  determine the term of each Option, provided that in no event
                  shall the term of any Option exceed a period of ten years from
                  the date of grant. The Committee shall determine the time or
                  times at which or the circumstances under which an Option may
                  be exercised in whole or in part (including based on
                  achievement of performance goals and/or future service
                  requirements), the methods by which such exercise price may be
                  paid or deemed to be paid and the form of such payment
                  (subject to Sections 10(k) and 10(l)), including, without
                  limitation, cash, Stock (including by withholding Stock
                  deliverable upon exercise, if such withholding or withholding
                  feature will not result in additional accounting expense to
                  the Company), other Awards or awards granted under other plans
                  of the Company or any subsidiary or affiliate, or other
                  property (including through broker-assisted "cashless
                  exercise" arrangements, to the extent permitted by applicable
                  law), and the methods by or forms in which Stock will be
                  delivered or deemed to be delivered in satisfaction of Options
                  to Participants (including, in the case of Code Section 409A
                  Awards, deferred delivery of shares subject to the Option, as
                  mandated by the Committee, with such deferred shares subject
                  to any vesting, forfeiture or other terms as the Committee may
                  specify).

         (iii)    ISOs. The terms of any ISO granted under the Plan shall comply
                  in all respects with the provisions of Code Section 422.

         (c)      Stock Appreciation Rights. The Committee is authorized to
grant SAR's to Participants on the following terms and conditions:


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         (i)      Right to Payment. An SAR shall confer on the Participant to
                  whom it is granted a right to receive, upon exercise thereof,
                  the excess of (A) the Fair Market Value of one share of Stock
                  on the date of exercise over (B) the grant price of the SAR,
                  which shall be determined by the Committee but which in any
                  event shall be not less than the Fair Market Value of a share
                  of Stock on the date of grant of the SAR, subject to Section
                  8(a).

         (ii)     Other Terms. The Committee shall determine the term of each
                  SAR, provided that in no event shall the term of an SAR exceed
                  a period of ten years from the date of grant. The Committee
                  shall determine at the date of grant or thereafter, the time
                  or times at which and the circumstances under which a SAR may
                  be exercised in whole or in part (including based on
                  achievement of performance goals and/or future service
                  requirements), the method of exercise, method of settlement,
                  form of consideration payable in settlement, method by or
                  forms in which Stock will be delivered or deemed to be
                  delivered to Participants, whether or not a SAR shall be
                  free-standing or in tandem or combination with any other
                  Award, and whether or not the SAR will be a Code Section 409A
                  Award or Non-Code Section 409A Award (cash SARs will in all
                  cases be Code Section 409A Awards, except as otherwise
                  provided under applicable Code Section 409A regulations). The
                  Committee may require that an outstanding Option be exchanged
                  for an SAR exercisable for Stock having vesting, expiration,
                  and other terms substantially the same as the Option, so long
                  as such exchange will not result in additional accounting
                  expense to the Company.

         (d)      Restricted Stock. The Committee is authorized to grant
Restricted Stock to Participants on the following terms and conditions:

         (i)      Grant and Restrictions. Restricted Stock shall be subject to
                  such restrictions on transferability, risk of forfeiture and
                  other restrictions, if any, as the Committee may impose, which
                  restrictions may lapse separately or in combination at such
                  times, under such circumstances (including based on
                  achievement of performance goals and/or future service
                  requirements), in such installments or otherwise and under
                  such other circumstances as the Committee may determine at the
                  date of grant or thereafter. Except to the extent restricted
                  under the terms of the Plan and any Award document relating to
                  the Restricted Stock, a Participant granted Restricted Stock
                  shall have all of the rights of a stockholder, including the
                  right to vote the Restricted Stock and the right to receive
                  dividends thereon (subject to any mandatory reinvestment or
                  other requirement imposed by the Committee).

         (ii)     Forfeiture. Except as otherwise determined by the Committee,
                  upon termination of employment or service during the
                  applicable restriction period, Restricted Stock that is at
                  that time subject to restrictions shall be forfeited and
                  reacquired by the Company; provided that the Committee may
                  provide, by rule or regulation or in any Award document, or
                  may determine in any individual case, that restrictions or
                  forfeiture conditions relating to Restricted Stock will lapse
                  in whole or in part, including in the event of terminations
                  resulting from specified causes.

         (iii)    Certificates for Stock. Restricted Stock granted under the
                  Plan may be evidenced in such manner as the Committee shall
                  determine. If certificates representing Restricted Stock are
                  registered in the name of the Participant, the Committee may
                  require that such certificates bear an appropriate legend
                  referring to the terms, conditions and restrictions


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                  applicable to such Restricted Stock, that the Company retain
                  physical possession of the certificates, and that the
                  Participant deliver a stock power to the Company, endorsed in
                  blank, relating to the Restricted Stock.

         (iv)     Dividends and Splits. As a condition to the grant of an Award
                  of Restricted Stock, the Committee may require that any
                  dividends paid on a share of Restricted Stock shall be either
                  (A) paid with respect to such Restricted Stock at the dividend
                  payment date in cash, in kind, or in a number of shares of
                  unrestricted Stock having a Fair Market Value equal to the
                  amount of such dividends, or (B) automatically reinvested in
                  additional Restricted Stock or held in kind, which shall be
                  subject to the same terms as applied to the original
                  Restricted Stock to which it relates, or (C) deferred as to
                  payment, either as a cash deferral or with the amount or value
                  thereof automatically deemed reinvested in shares of Deferred
                  Stock, other Awards or other investment vehicles, subject to
                  such terms as the Committee shall determine or permit a
                  Participant to elect. Unless otherwise determined by the
                  Committee, Stock distributed in connection with a Stock split
                  or Stock dividend, and other property distributed as a
                  dividend, shall be subject to restrictions and a risk of
                  forfeiture to the same extent as the Restricted Stock with
                  respect to which such Stock or other property has been
                  distributed.

         (e)      Deferred Stock. The Committee is authorized to grant Deferred
Stock to Participants, subject to the following terms and conditions:

         (i)      Award and Restrictions. Issuance of Stock will occur upon
                  expiration of the deferral period specified for an Award of
                  Deferred Stock by the Committee (or, if permitted by the
                  Committee, as elected by the Participant). In addition,
                  Deferred Stock shall be subject to such restrictions on
                  transferability, risk of forfeiture and other restrictions, if
                  any, as the Committee may impose, which restrictions may lapse
                  at the expiration of the deferral period or at earlier
                  specified times (including based on achievement of performance
                  goals and/or future service requirements), separately or in
                  combination, in installments or otherwise, and under such
                  other circumstances as the Committee may determine at the date
                  of grant or thereafter. Deferred Stock may be satisfied by
                  delivery of Stock, other Awards, or a combination thereof
                  (subject to Section 10(l)), as determined by the Committee at
                  the date of grant or thereafter.

         (ii)     Forfeiture. Except as otherwise determined by the Committee,
                  upon termination of employment or service during the
                  applicable deferral period or portion thereof to which
                  forfeiture conditions apply (as provided in the Award document
                  evidencing the Deferred Stock), all Deferred Stock that is at
                  that time subject to such forfeiture conditions shall be
                  forfeited; provided that the Committee may provide, by rule or
                  regulation or in any Award document, or may determine in any
                  individual case, that restrictions or forfeiture conditions
                  relating to Deferred Stock will lapse in whole or in part,
                  including in the event of terminations resulting from
                  specified causes. Deferred Stock subject to a risk of
                  forfeiture may be called "restricted stock units" or otherwise
                  designated by the Committee.

         (iii)    Dividend Equivalents. Unless otherwise determined by the
                  Committee, Dividend Equivalents on the specified number of
                  shares of Stock covered by an Award of Deferred Stock shall be
                  either (A) paid with respect to such Deferred Stock at the
                  dividend payment date in cash or in shares of unrestricted
                  Stock having a Fair Market Value equal


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                  to the amount of such dividends, or (B) deferred with respect
                  to such Deferred Stock, either as a cash deferral or with the
                  amount or value thereof automatically deemed reinvested in
                  additional Deferred Stock, other Awards or other investment
                  vehicles having a Fair Market Value equal to the amount of
                  such dividends, as the Committee shall determine or permit a
                  Participant to elect.

         (f)      Bonus Stock and Awards in Lieu of Obligations. The Committee
is authorized to grant Stock as a bonus, or to grant Stock or other Awards in
lieu of obligations of the Company or a subsidiary or affiliate to pay cash or
deliver other property under the Plan or under other plans or compensatory
arrangements, subject to such terms as shall be determined by the Committee.

         (g)      Dividend Equivalents. The Committee is authorized to grant
Dividend Equivalents to a Participant, which may be awarded on a free-standing
basis or in connection with another Award. The Committee may provide that
Dividend Equivalents shall be paid or distributed when accrued or shall be
deemed to have been reinvested in additional Stock, Awards, or other investment
vehicles, and subject to restrictions on transferability, risks of forfeiture
and such other terms as the Committee may specify.

         (h)      Other Stock-Based Awards. The Committee is authorized, subject
to limitations under applicable law, to grant to Participants such other Awards
that may be denominated or payable in, valued in whole or in part by reference
to, or otherwise based on, or related to, Stock or factors that may influence
the value of Stock, including, without limitation, convertible or exchangeable
debt securities, other rights convertible or exchangeable into Stock, purchase
rights for Stock, Awards with value and payment contingent upon performance of
the Company or business units thereof or any other factors designated by the
Committee, and Awards valued by reference to the book value of Stock or the
value of securities of or the performance of specified subsidiaries or
affiliates or other business units. The Committee shall determine the terms and
conditions of such Awards. Stock delivered pursuant to an Award in the nature of
a purchase right granted under this Section 6(h) shall be purchased for such
consideration, paid for at such times, by such methods, and in such forms,
including, without limitation, cash, Stock, other Awards, or other property, as
the Committee shall determine. Cash awards, as an element of or supplement to
any other Award under the Plan, may also be granted pursuant to this Section
6(h).

         (i)      Performance Awards. Performance Awards, denominated in cash or
in Stock or other Awards, may be granted by the Committee in accordance with
Section 7. A Performance Award constitutes an Award authorized under Section
6(b) - (h) to which performance conditions have been attached. In addition,
cash-denominated awards that may be settled by delivery of shares of Stock
issued under this Plan or other Awards may be authorized under the Company's
2005 Incentive Compensation Plan, subject to the terms and conditions of that
plan.

         7.       Performance Awards.

         (a)      Performance Awards Generally. Performance Awards may be
denominated as a number of shares of Stock or specified number of other Awards
(or a combination) which may be earned upon achievement or satisfaction of
performance conditions specified by the Committee. In addition, the Committee
may specify that any other Award shall constitute a Performance Award by
conditioning the right of a Participant to exercise the Award or have it
settled, and the timing thereof, upon achievement or satisfaction of such
performance conditions as may be specified by the Committee. The Committee may
use such business criteria and other measures of performance as it may deem
appropriate in establishing any performance conditions, and may exercise its
discretion to reduce or increase the amounts payable


                                       9
<PAGE>


under any Award subject to performance conditions, except as limited under
Sections 7(b) and 7(c) in the case of a Performance Award intended to qualify as
"performance-based compensation" under Code Section 162(m).

         (b)      Performance Awards Granted to Covered Employees. If the
Committee determines that a Performance Award to be granted to an Eligible
Person who is designated by the Committee as likely to be a Covered Employee
should qualify as "performance-based compensation" for purposes of Code Section
162(m), the grant, exercise and/or settlement of such Performance Award shall be
contingent upon achievement of a preestablished performance goal and other terms
set forth in this Section 7(b).

         (i)      Performance Goal Generally. The performance goal for such
                  Performance Awards shall consist of one or more business
                  criteria and a targeted level or levels of performance with
                  respect to each of such criteria, as specified by the
                  Committee consistent with this Section 7(b). The performance
                  goal shall be objective and shall otherwise meet the
                  requirements of Code Section 162(m) and regulations
                  thereunder, including the requirement that the level or levels
                  of performance targeted by the Committee result in the
                  achievement of performance goals being "substantially
                  uncertain." The Committee may determine that such Performance
                  Awards shall be granted, exercised and/or settled upon
                  achievement of any one performance goal or that two or more of
                  the performance goals must be achieved as a condition to
                  grant, exercise and/or settlement of such Performance Awards.
                  Performance goals may differ for Performance Awards granted to
                  any one Participant or to different Participants.

         (ii)     Business Criteria. One or more of the following business
                  criteria for the Company, on a consolidated basis, and/or for
                  specified subsidiaries or divisions or affiliates or other
                  business units of the Company shall be used by the Committee
                  in establishing the Performance Goal for such Award
                  Opportunities: (1) net sales, revenues or royalties; (2) gross
                  profit or pre-tax profit; (3) operating income, earnings
                  before or after taxes, earnings before or after interest,
                  depreciation, amortization, or extraordinary or special items;
                  (4) net income or net income per common share (basic or fully
                  diluted); (5) return measures, including, but not limited to,
                  return on assets (gross or net), return on investment, return
                  on capital, or return on equity; (6) cash flow, free cash
                  flow, cash flow return on investment (discounted or
                  otherwise), net cash provided by operations, or cash flow in
                  excess of cost of capital; (7) economic value created or
                  economic profit; (8) operating margin or profit margin; (9)
                  stockholder value creation measures, including but not limited
                  to stock price or total stockholder return; (10) royalties or
                  revenues from specific assets, projects, fees or payments
                  received or lines of business; (11) targets relating to
                  expense or operating expense, working capital targets, or
                  operating efficiency; and (12) strategic business criteria,
                  consisting of one or more objectives based on meeting
                  specified goals relating to market penetration, new projects,
                  new products, new ventures, geographic business expansion,
                  operating goals, cost targets, customer satisfaction, employee
                  satisfaction, human resources management, supervision of
                  litigation and information technology, and acquisitions or
                  divestitures of subsidiaries, affiliates or joint ventures.
                  The targeted level or levels of performance with respect to
                  such business criteria may be established at such levels and
                  in such terms as the Committee may determine, in its
                  discretion, including in absolute terms, as a goal relative to
                  performance in prior periods, or as a goal compared to the
                  performance of one or more comparable companies or an index
                  covering multiple companies


                                       10
<PAGE>


         (iii)    Performance Period; Timing for Establishing Performance Goals.
                  Achievement of performance goals in respect of such
                  Performance Awards shall be measured over a performance period
                  of up to one year or more than one year, as specified by the
                  Committee. A performance goal shall be established not later
                  than the earlier of (A) 90 days after the beginning of any
                  performance period applicable to such Performance Award or (B)
                  the time 25% of such performance period has elapsed.

         (iv)     Settlement of Performance Awards; Other Terms. Settlement of
                  Performance Awards shall be in cash, Stock, other Awards or
                  other property, in the discretion of the Committee. The
                  Committee may, in its discretion, increase or reduce the
                  amount of a settlement otherwise to be made in connection with
                  such Performance Awards, but may not exercise discretion to
                  increase any such amount payable to a Covered Employee in
                  respect of a Performance Award subject to this Section 7(b).
                  Any settlement which changes the form of payment from that
                  originally specified shall be implemented in a manner such
                  that the Performance Award and other related Awards do not,
                  solely for that reason, fail to qualify as "performance-based
                  compensation" for purposes of Code Section 162(m). The
                  Committee shall specify the circumstances in which such
                  Performance Awards shall be paid or forfeited in the event of
                  termination of employment by the Participant or other event
                  (including a change in control) prior to the end of a
                  performance period or settlement of such Performance Awards.

         (c)      Written Determinations. Determinations by the Committee as to
the establishment of performance goals, the amount potentially payable in
respect of Performance Awards, the level of actual achievement of the specified
performance goals relating to Performance Awards, and the amount of any final
Performance Award shall be recorded in writing in the case of Performance Awards
intended to qualify under Section 162(m). Specifically, the Committee shall
certify in writing, in a manner conforming to applicable regulations under
Section 162(m), prior to settlement of each such Award granted to a Covered
Employee, that the performance objective relating to the Performance Award and
other material terms of the Award upon which settlement of the Award was
conditioned have been satisfied.

         8.       Certain Provisions Applicable To Awards.

         (a)      Stand-Alone, Additional, Tandem, and Substitute Awards. Awards
granted under the Plan may, in the discretion of the Committee, be granted
either alone or in addition to, in tandem with, or in substitution or exchange
for, any other Award or any award granted under another plan of the Company, any
subsidiary or affiliate, or any business entity to be acquired by the Company or
a subsidiary or affiliate, or any other right of a Participant to receive
payment from the Company or any subsidiary or affiliate; provided, however, that
a Code Section 409A Award may not be granted in tandem with a Non-Code Section
409A Award. Awards granted in addition to or in tandem with other Awards or
awards may be granted either as of the same time as or a different time from the
grant of such other Awards or awards. Subject to Sections 10(k) and (l), the
Committee may determine that, in granting a new Award, the in-the-money value or
fair value of any surrendered Award or award or the value of any other right to
payment surrendered by the Participant may be applied to reduce the exercise
price of any Option, grant price of any SAR, or purchase price of any other
Award.

         (b)      Term of Awards. The term of each Award shall be for such
period as may be determined by the Committee, subject to the express limitations
set forth in Sections 6(b)(ii), 6(c)(ii) and 8 or elsewhere in the Plan.


                                       11
<PAGE>


         (c)      Form and Timing of Payment under Awards; Deferrals. Subject to
the terms of the Plan (including Sections 10(k) and (l)) and any applicable
Award document, payments to be made by the Company or a subsidiary or affiliate
upon the exercise of an Option or other Award or settlement of an Award may be
made in such forms as the Committee shall determine, including, without
limitation, cash, Stock, other Awards or other property, and may be made in a
single payment or transfer, in installments, or on a deferred basis. The
settlement of any Award may be accelerated, and cash paid in lieu of Stock in
connection with such settlement, in the discretion of the Committee or upon
occurrence of one or more specified events, subject to Sections 10(k) and (l).
Subject to Section 10(k), installment or deferred payments may be required by
the Committee (subject to Section 10(e)) or permitted at the election of the
Participant on terms and conditions established by the Committee. Payments may
include, without limitation, provisions for the payment or crediting of
reasonable interest on installment or deferred payments or the grant or
crediting of Dividend Equivalents or other amounts in respect of installment or
deferred payments denominated in Stock. In the case of any Code Section 409A
Award that is vested and no longer subject to a risk of forfeiture (within the
meaning of Code Section 83), such Award will be distributed to the Participant,
upon application of the Participant, if the Participant has had an unforeseeable
emergency within the meaning of Code Sections 409A(a)(2)(A)(vi) and
409A(a)(2)(B)(ii), in accordance with Code Section 409A(a)(2)(B)(ii).

         (d)      Additional Award Forfeiture Provisions. The Committee may
condition a Participant's right to receive a grant of an Award, to exercise the
Award, to retain cash, Stock, other Awards, or other property acquired in
connection with an Award, or to retain the profit or gain realized by a
Participant in connection with an Award, including cash or other proceeds
received upon sale of Stock acquired in connection with an Award, upon
compliance by the Participant with specified conditions relating to
non-competition, confidentiality of information relating to or possessed by the
Company, non-solicitation of customers, suppliers, and employees of the Company,
cooperation in litigation, non-disparagement of the Company and its officers,
directors and affiliates, and other restrictions upon or covenants of the
Participant for the protection of the Company and its business interests,
including during specified periods following termination of a Participant's
employment or service to the Company.

         9.       Change in Control. Other provisions of the Plan
notwithstanding but subject to the limitations set forth in this Section 9, the
Committee may provide, in an Award agreement or in such other manner as the
Committee may specify, that in the event of a change in control or a termination
of employment or service following a change in control, any or all of the
following terms will apply:

         (i)      That an outstanding Award will vest in whole or in part,
                  thereby becoming non-forfeitable and entitling the Participant
                  to exercise specified rights under the Award, and that the
                  Award will remain outstanding for specified periods thereafter
                  (but not beyond the maximum term of the Award permitted under
                  the Plan);

         (ii)     That a period in which settlement of an outstanding Award is
                  to be deferred beyond the date of vesting will immediately
                  end, except as limited under Code Section 409A;

         (iii)    That, with respect to an outstanding Award subject to the
                  achievement of performance goals and conditions, such
                  performance goals and conditions will be deemed to be met at a
                  specified level (for example, at target level or maximum
                  level), or that such level of performance will be determined
                  in some other manner; and/or

         (iv)     That an outstanding Award will be immediately settled by
                  payment of cash, or the Participant will be permitted during a
                  specified period to elect such a cash settlement,


                                       12
<PAGE>


                  with the amount of cash payable equal to the intrinsic value
                  or fair value of the Award, or a value determined in another
                  specified manner, at a specified date or during a specified
                  period, except as limited under Code Section 409A.

For purposes of the Plan, the term "change in control" shall be defined by the
Committee, and need not be the same for all Participants. Any of the terms of
Awards relating to a change in control shall apply to a Non-Code Section 409A
Award only to the extent permitted without causing the Award to become subject
to Code Section 409A, and shall apply to a Code Section 409A Award only to the
extent permitted under Code Section 409A. For this purpose, Code Section 409A
may permit some of the terms specified above to apply only if the change in
control constitutes a change in the ownership or effective control of the
Company, or in the ownership of a substantial portion of the assets of the
Company, within the meaning of Code Section 409A(a)(2)(A)(v).

         10.      General Provisions.

         (a)      Compliance with Legal and Other Requirements. The Company may,
to the extent deemed necessary or advisable by the Committee acting in good
faith, and subject to Section 10(k), postpone the issuance or delivery of Stock
or payment of other benefits under any Award until completion of such
registration or qualification of such Stock or other required action under any
federal or state law, rule or regulation, listing or other required action with
respect to any stock exchange or automated quotation system upon which the Stock
or other securities of the Company are listed or quoted, or compliance with any
other obligation of the Company, as the Committee may consider appropriate, and
may require any Participant to make such representations, furnish such
information and comply with or be subject to such other conditions as it may
consider appropriate in connection with the issuance or delivery of Stock or
payment of other benefits in compliance with applicable laws, rules, and
regulations, listing requirements, or other obligations.

         (b)      Limits on Transferability; Beneficiaries. No Award or other
right or interest of a Participant under the Plan shall be pledged, hypothecated
or otherwise encumbered or subject to any lien, obligation or liability of such
Participant to any party (other than the Company or a subsidiary or affiliate
thereof), or assigned or transferred by such Participant otherwise than by will
or the laws of descent and distribution or to a Beneficiary upon the death of a
Participant, and such Awards or rights that may be exercisable shall be
exercised during the lifetime of the Participant only by the Participant or his
or her guardian or legal representative, except that Awards and other rights
(other than ISOs and SARs in tandem therewith) may be transferred to one or more
transferees during the lifetime of the Participant, and may be exercised by such
transferees in accordance with the terms of such Award, but only if and to the
extent such transfers are permitted by the Committee, subject to any terms and
conditions which the Committee may impose thereon (which may include limitations
the Committee may deem appropriate in order that offers and sales under the Plan
will meet applicable requirements of registration forms under the Securities Act
of 1933 specified by the Securities and Exchange Commission). A Beneficiary,
transferee, or other person claiming any rights under the Plan from or through
any Participant shall be subject to all terms and conditions of the Plan and any
Award document applicable to such Participant, except as otherwise determined by
the Committee, and to any additional terms and conditions deemed necessary or
appropriate by the Committee.

         (c)      Adjustments. In the event that any large, special and
non-recurring dividend or other distribution (whether in the form of cash or
property other than Stock), recapitalization, forward or reverse split, Stock
dividend, reorganization, merger, consolidation, spin-off, combination,
repurchase, share exchange, liquidation, dissolution or other similar corporate
transaction or event affects the Stock


                                       13
<PAGE>


such that an adjustment is determined by the Committee to be appropriate and, in
the case of any outstanding Award, necessary in order to prevent dilution or
enlargement of the rights of the Participant, then the Committee shall, in an
equitable manner as determined by the Committee, adjust any or all of (i) the
number and kind of shares of Stock which may be delivered in connection with
Awards granted thereafter, (ii) the number and kind of shares of Stock by which
annual per-person Award limitations are measured under Section 5, including the
share limits applicable to non-employee director Awards under Section 5(c),
(iii) the number and kind of shares of Stock subject to or deliverable in
respect of outstanding Awards and (iv) the exercise price, grant price or
purchase price relating to any Award or, if deemed appropriate, the Committee
may make provision for a payment of cash or property to the holder of an
outstanding Option (subject to Section 10(l)). In addition, the Committee is
authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards (including Performance Awards and performance goals) in
recognition of unusual or nonrecurring events (including, without limitation,
events described in the preceding sentence, as well as acquisitions and
dispositions of businesses and assets) affecting the Company, any subsidiary or
affiliate or other business unit, or the financial statements of the Company or
any subsidiary or affiliate, or in response to changes in applicable laws,
regulations, accounting principles, tax rates and regulations or business
conditions or in view of the Committee's assessment of the business strategy of
the Company, any subsidiary or affiliate or business unit thereof, performance
of comparable organizations, economic and business conditions, personal
performance of a Participant, and any other circumstances deemed relevant;
provided that no such adjustment shall be authorized or made if and to the
extent that the existence of such authority (i) would cause Options, SARs, or
Performance Awards granted under the Plan to Participants designated by the
Committee as Covered Employees and intended to qualify as "performance-based
compensation" under Code Section 162(m) and regulations thereunder to otherwise
fail to qualify as "performance-based compensation" under Code Section 162(m)
and regulations thereunder, or (ii) would cause the Committee to be deemed to
have authority to change the targets, within the meaning of Treasury Regulation
1.162-27(e)(4)(vi), under the performance goals relating to Options or SARs
granted to Covered Employees and intended to qualify as "performance-based
compensation" under Code Section 162(m) and regulations thereunder.

         (d)      Tax Provisions.

         (i)      Withholding. The Company and any subsidiary or affiliate is
                  authorized to withhold from any Award granted, any payment
                  relating to an Award under the Plan, including from a
                  distribution of Stock, or any payroll or other payment to a
                  Participant, amounts of withholding and other taxes due or
                  potentially payable in connection with any transaction
                  involving an Award, and to take such other action as the
                  Committee may deem advisable to enable the Company and
                  Participants to satisfy obligations for the payment of
                  withholding taxes and other tax obligations relating to any
                  Award. This authority shall include authority to withhold or
                  receive Stock or other property and to make cash payments in
                  respect thereof in satisfaction of a Participant's withholding
                  obligations, either on a mandatory or elective basis in the
                  discretion of the Committee, or in satisfaction of other tax
                  obligations. Other provisions of the Plan notwithstanding,
                  unless consented to by the Committee, only the minimum amount
                  of Stock deliverable in connection with an Award necessary to
                  satisfy statutory withholding requirements will be withheld,
                  unless withholding of any additional amount of Stock will not
                  result in additional accounting expense to the Company.

         (ii)     Required Consent to and Notification of Code Section 83(b)
                  Election. No election under Section 83(b) of the Code (to
                  include in gross income in the year of transfer the amounts


                                       14
<PAGE>


                  specified in Code Section 83(b)) or under a similar provision
                  of the laws of a jurisdiction outside the United States may be
                  made unless expressly permitted by the terms of the Award
                  document or by action of the Committee in writing prior to the
                  making of such election. In any case in which a Participant is
                  permitted to make such an election in connection with an
                  Award, the Participant shall notify the Company of such
                  election within ten days of filing notice of the election with
                  the Internal Revenue Service or other governmental authority,
                  in addition to any filing and notification required pursuant
                  to regulations issued under Code Section 83(b) or other
                  applicable provision.

         (iii)    Requirement of Notification Upon Disqualifying Disposition
                  Under Code Section 421(b). If any Participant shall make any
                  disposition of shares of Stock delivered pursuant to the
                  exercise of an ISO under the circumstances described in Code
                  Section 421(b) (i.e., a disqualifying disposition), such
                  Participant shall notify the Company of such disposition
                  within ten days thereof.

         (e)      Changes to the Plan. The Board may amend, suspend or terminate
the Plan or the Committee's authority to grant Awards under the Plan without the
consent of stockholders or Participants; provided, however, that any amendment
to the Plan shall be submitted to the Company's stockholders for approval not
later than the earliest annual meeting for which the record date is at or after
the date of such Board action if such stockholder approval is required by any
federal or state law or regulation or the rules of the New York Stock Exchange
or any other stock exchange or automated quotation system on which the Stock may
then be listed or quoted, or if such amendment would materially increase the
number of shares reserved for issuance and delivery under the Plan, and the
Board may otherwise, in its discretion, determine to submit other amendments to
the Plan to stockholders for approval; and provided further, that, without the
consent of an affected Participant, no such Board action may materially and
adversely affect the rights of such Participant under any outstanding Award (for
this purpose, actions that alter the timing of federal income taxation of a
Participant will not be deemed material unless such action results in an income
tax penalty on the Participant). Without the approval of stockholders, the
Committee will not amend or replace previously granted Options or SARs in a
transaction that constitutes a "repricing," as such term is used in Section
303A.08 of the Listed Company Manual of the New York Stock Exchange. With regard
to other terms of Awards, the Committee shall have no authority to waive or
modify any such Award term after the Award has been granted to the extent the
waived or modified term would be mandatory under the Plan for any Award newly
granted at the date of the waiver or modification.

         (f)      Right of Setoff. The Company or any subsidiary or affiliate
may, to the extent permitted by applicable law, deduct from and set off against
any amounts the Company or a subsidiary or affiliate may owe to the Participant
from time to time, including amounts payable in connection with any Award, owed
as wages, fringe benefits, or other compensation owed to the Participant, such
amounts as may be owed by the Participant to the Company, including but not
limited to amounts owed under Section 8(d), although the Participant shall
remain liable for any part of the Participant's payment obligation not satisfied
through such deduction and setoff. By accepting any Award granted hereunder, the
Participant agrees to any deduction or setoff under this Section 10(f).

         (g)      Unfunded Status of Awards; Creation of Trusts. The Plan is
intended to constitute an "unfunded" plan for incentive and deferred
compensation. With respect to any payments not yet made to a Participant or
obligation to deliver Stock pursuant to an Award, nothing contained in the Plan
or any Award shall give any such Participant any rights that are greater than
those of a general creditor of the Company; provided that the Committee may
authorize the creation of trusts and deposit therein cash,


                                       15
<PAGE>


Stock, other Awards or other property, or make other arrangements to meet the
Company's obligations under the Plan. Such trusts or other arrangements shall be
consistent with the "unfunded" status of the Plan unless the Committee otherwise
determines with the consent of each affected Participant.

         (h)      Nonexclusivity of the Plan. Neither the adoption of the Plan
by the Board nor its submission to the stockholders of the Company for approval
shall be construed as creating any limitations on the power of the Board or a
committee thereof to adopt such other incentive arrangements, apart from the
Plan, as it may deem desirable, including incentive arrangements and awards
which do not qualify under Code Section 162(m), and such other arrangements may
be either applicable generally or only in specific cases.

         (i)      Payments in the Event of Forfeitures; Fractional Shares.
Unless otherwise determined by the Committee, in the event of a forfeiture of an
Award with respect to which a Participant paid cash consideration, the
Participant shall be repaid the amount of such cash consideration. No fractional
shares of Stock shall be issued or delivered pursuant to the Plan or any Award.
The Committee shall determine whether cash, other Awards or other property shall
be issued or paid in lieu of such fractional shares or whether such fractional
shares or any rights thereto shall be forfeited or otherwise eliminated.

         (j)      Compliance with Code Section 162(m). It is the intent of the
Company that Options and SARs granted to Covered Employees and other Awards
designated as Awards to Covered Employees subject to Section 7 shall constitute
qualified "performance-based compensation" within the meaning of Code Section
162(m) and regulations thereunder, unless otherwise determined by the Committee
at the time of allocation of an Award. Accordingly, the terms of Sections 7(b)
and (c), including the definitions of Covered Employee and other terms used
therein, shall be interpreted in a manner consistent with Code Section 162(m)
and regulations thereunder. The foregoing notwithstanding, because the Committee
cannot determine with certainty whether a given Participant will be a Covered
Employee with respect to a fiscal year that has not yet been completed, the term
Covered Employee as used herein shall mean only a person designated by the
Committee as likely to be a Covered Employee with respect to a specified fiscal
year. If any provision of the Plan or any Award document relating to a
Performance Award that is designated as intended to comply with Code Section
162(m) does not comply or is inconsistent with the requirements of Code Section
162(m) or regulations thereunder, such provision shall be construed or deemed
amended to the extent necessary to conform to such requirements, and no
provision shall be deemed to confer upon the Committee or any other person
discretion to increase the amount of compensation otherwise payable in
connection with any such Award upon attainment of the applicable performance
objectives.

         (k)      Certain Limitations on Awards to Ensure Compliance with Code
Section 409A. For purposes of this Plan, references to an award term or event
(including any authority or right of the Company or a Participant) being
"permitted" under Code Section 409A mean, for a Code Section 409A Award, that
the term or event will not cause the Participant to be liable for payment of
interest or a tax penalty under Code Section 409A and, for a Non-Code Section
409A Award, that the term or event will not cause the Award to be treated as
subject to Code Section 409A. Other provisions of the Plan notwithstanding, the
terms of any Code Section 409A Award and any Non-Code Section 409A Award,
including any authority of the Company and rights of the Participant with
respect to the Award, shall be limited to those terms permitted under Code
Section 409A, and any terms not permitted under Code Section 409A shall be
automatically modified and limited to the extent necessary to conform with Code
Section 409A. For this purpose, other provisions of the Plan notwithstanding,
the Company shall have no authority to accelerate distributions relating to Code
Section 409A Awards in excess of the authority permitted under Code Section
409A, and any distribution subject to Code Section 409A(a)(2)(A)(i)


                                       16
<PAGE>


(separation from service) to a "key employee" as defined under Code Section
409A(a)(2)(B)(i) shall not occur earlier than the earliest time permitted under
Code Section 409A(a)(2)(B)(i).

         (l)      Certain Limitations Relating to Accounting Treatment of
Awards. Other provisions of the Plan notwithstanding, the Committee's authority
under the Plan (including under Sections 8(c), 10(c) and 10(d)) is limited to
the extent necessary to ensure that any Option or other Award of a type that the
Committee has intended to be subject to fixed accounting with a measurement date
at the date of grant or the date performance conditions are satisfied under APB
25 shall not become subject to "variable" accounting solely due to the existence
of such authority, unless the Committee specifically determines that the Award
shall remain outstanding despite such "variable" accounting. This provision
shall cease to be effective if and at such time as the Company elects to no
longer account for equity compensation under APB 25.

         (m)      Governing Law. The validity, construction, and effect of the
Plan and any rules and regulations or document hereunder shall be determined in
accordance with the laws of the State of New York, without giving effect to
principles of conflicts of laws, and applicable provisions of the Delaware
General Corporation Law and federal law.

         (n)      Awards to Participants Outside the United States. The
Committee may modify the terms of any Award under the Plan made to or held by a
Participant who is then resident or primarily employed outside of the United
States in any manner deemed by the Committee to be necessary or appropriate in
order that such Award shall conform to laws, regulations, and customs of the
country in which the Participant is then resident or primarily employed, or so
that the Award otherwise will have appropriate terms that advance the purposes
of the Plan. An Award may be modified under this Section 10(n) in a manner that
is inconsistent with the express terms of the Plan, so long as such
modifications will not contravene any applicable law or regulation or result in
actual liability under Section 16(b) for the Participant whose Award is
modified.

         (o)      Limitation on Rights Conferred Under Plan. Neither the Plan
nor any action taken hereunder shall be construed as (i) giving any Eligible
Person or Participant the right to continue as an Eligible Person or Participant
or in the employ or service of the Company or a subsidiary or affiliate, (ii)
interfering in any way with the right of the Company or a subsidiary or
affiliate to terminate any Eligible Person's or Participant's employment or
service at any time (subject to the terms and provisions of any separate written
agreements), (iii) giving an Eligible Person or Participant any claim to be
granted any Award under the Plan or to be treated uniformly with other
Participants and employees, or (iv) conferring on a Participant any of the
rights of a stockholder of the Company unless and until the Participant is duly
issued or transferred shares of Stock in accordance with the terms of an Award
or an Option is duly exercised. Except as expressly provided in the Plan and an
Award document, neither the Plan nor any Award document shall confer on any
person other than the Company and the Participant any rights or remedies
thereunder.

         (p)      Severability; Entire Agreement. If any of the provisions of
this Plan or any Award document is finally held to be invalid, illegal or
unenforceable (whether in whole or in part), such provision shall be deemed
modified to the extent, but only to the extent, of such invalidity, illegality
or unenforceability, and the remaining provisions shall not be affected thereby;
provided, that, if any of such provisions is finally held to be invalid,
illegal, or unenforceable because it exceeds the maximum scope determined to be
acceptable to permit such provision to be enforceable, such provision shall be
deemed to be modified to the minimum extent necessary to modify such scope in
order to make such provision enforceable hereunder. The Plan and any Award
documents contain the entire agreement of the parties


                                       17
<PAGE>


with respect to the subject matter thereof and supersede all prior agreements,
promises, covenants, arrangements, communications, representations and
warranties between them, whether written or oral with respect to the subject
matter thereof.

         (q)      Plan Effective Date and Termination. The Plan shall become
effective if, and at such time as, the stockholders of the Company have approved
it by the affirmative votes of the holders of a majority of the voting
securities of the Company present, or represented, and entitled to vote on the
subject matter at a duly held meeting of stockholders (provided that the total
vote cast on the proposal represents over 50% in interest of all securities
entitled to vote on the proposal). Upon such approval of the Plan by the
stockholders of the Company, no further awards shall be granted under the
Preexisting Plan, but any outstanding awards under the Preexisting Plan shall
continue in accordance with their terms. Unless earlier terminated by action of
the Board of Directors, the authority of the Committee to make grants under the
Plan shall terminate on the date that is ten years after the latest date upon
which stockholders of the Company have approved the Plan, and the Plan will
remain in effect until such time as no Stock remains available for delivery
under the Plan and the Company has no further rights or obligations under the
Plan with respect to outstanding Awards under the Plan.


                                       18
</TEXT>
</DOCUMENT>
