MILACRON INC
1997 LONG-TERM  INCENTIVE PLAN EX-10.3
<DOCUMENT>
<TYPE>EX-10
<SEQUENCE>4
<FILENAME>mz97incpln.htm
<DESCRIPTION>1997 LONG-TERM  INCENTIVE PLAN EX-10.3
<TEXT>

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<HEAD>
<TITLE>Milacron Inc. 1997 Long-Term Incentive Plan</TITLE>
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<BODY>



<font size="2"><b>Exhibit 10.3</b></font><br>

<center><font size=4>MILACRON INC.<br>
1997 Long-Term Incentive Plan<br>
As amended 2/9/01</font></center>

<br>
<br>
<br>

<P><font size=3>Section 1. GENERAL PROVISIONS</font></P>

<P>1.1 Purposes</P>

<P><FONT SIZE=3>The purposes of the 1997
Long-Term Incentive Plan (the &#147;Plan&#148;) of Milacron Inc. (the
&#147;Company&#148;) are to promote the interests of the Company and its
shareowners by (i) helping to attract and retain individuals of outstanding
ability; (ii) strengthening the Company&#146;s capability to develop, maintain
and direct a competent management team; (iii) motivating key employees by means
of performance-related incentives; (iv) providing incentive compensation
opportunities which are competitive with those of other major corporations; and
(v) enabling such individuals to participate in the long-term growth and
financial success of the Company. </FONT></P>

<P>1.2 Definitions</P>

<P><FONT SIZE=3>&#147;Affiliate&#148;-
means any corporation or other entity which is not a Subsidiary but as to which
the Company possesses a direct or indirect ownership interest and has power to
exercise management control. </FONT></P>

<P><FONT SIZE=3>&#147;Award&#148;- means a
Stock Option grant, a Restricted Stock grant and/or a Performance Share Grant
under the Plan. </FONT></P>

<P>&#147;Board of Directors&#148;- means the board of directors of the Company.</P>

<P>&#147;Code&#148;- means the Internal Revenue Code of 1986, as it may be amended from time to time.</P>

<P><FONT SIZE=3>&#147;Committee&#148;-
means those members of the Personnel and Compensation Committee of the Board of
Directors who qualify as &#147;Non-Employee Directors&#148; pursuant to Rule
16b-3(b)(3) issued under the Exchange Act and who qualify as outside directors
pursuant to Code Section 162(m) and any regulations issued thereunder. </FONT></P>

<P>&#147;Common Stock&#148;- means the common shares of the Company.</P>

<P>&#147;Corporation&#148;- means the Company, its divisions, Subsidiaries and Affiliates.</P>

<P>&#147;Director&#148;- means a member of the Board of Directors of the Company.</P>

<P>&#147;Disability  Date&#148;- means the date on which a  Participant  is deemed  disabled
under the employee  benefit  plans of the  Corporation
applicable to the Participant.</P>

<P><FONT SIZE=3>&#147;Earnings Per
Share&#148;- shall mean earnings from continuing operations before extraordinary
items and cumulative effect of changes in methods of accounting, but including
or excluding any income or expense items which, in the opinion of the Committee,
are properly includable or excludable in the determination of earnings within
the intent of the Plan, reduced by the preferred dividend requirement, divided
by the number of common share used to calculate &#147;basic earnings per
share&#148; as that term is defined in Statement of Financial Accounting
Standards No. 128. In the event that generally accepted accounting principles
for the calculation of Earnings Per Share change during the term of a
Performance Period, the number of common shares used to calculate Earnings Per
Share at the beginning and end of the Performance Period shall be determined by
a method, to be chosen at the Committee&#146;s discretion, which shall be
applied consistently throughout the Performance Period. </FONT></P>

<P>&#147;Employee&#148;- means any salaried employee of the Corporation.</P>

<P>&#147;Exchange Act&#148; - means the Securities Exchange Act of 1934, as amended.</P>

<P><FONT SIZE=3>&#147;Fair Market
Value&#148;- means the average of the high and low prices of the Common Stock on
the date on which it is to be valued hereunder, as reported for New York Stock
Exchange-Composite Transactions, or if there were no sales of Common Stock on
that day, the next preceding day on which there were sales. </FONT></P>

<P><FONT SIZE=3>&#147;Incentive Stock
Options&#148;- means Stock Options which constitute &#147;incentive stock
options&#148; under Section 422 (or any successor section) of the Code. </FONT></P>

<P>&#147;Initial Performance Period&#148;- shall mean the Performance Period beginning December 29, 1996.</P>

<P>&#147;Non-Employee Director&#148;- means a Director who is not an Employee.</P>

<P><FONT SIZE=3>&#147;Non-Qualified Stock
Options&#148; means Stock Options which do not constitute Incentive Stock
Options. </FONT></P>

<P><FONT SIZE=3>&#147;Participant&#148;-
means an Employee who is selected by the Committee to receive an Award under the
Plan. </FONT></P>

<P>&#147;Performance Cycle&#148;- means a fiscal year of the Company in which this Plan is in effect.</P>

<P><FONT SIZE=3>&#147;Performance
Period&#148;- shall mean the three year period following the beginning of the
fiscal year in which the Performance Share Grant is awarded. </FONT></P>

<P><FONT SIZE=3>&#147;Performance Share
Grant&#148;- shall mean a number of shares of Restricted Stock granted to the
Participant at the beginning of a Performance Period that ranges from 20% to
100%, as determined by the Committee, of the Participant&#146;s base earnings,
not to exceed $1,000,000 for purposes of this Plan, during the year of award
divided by the average of the closing prices per share of Common Stock during
the month immediately preceding the Performance Period. </FONT></P>

<P><FONT SIZE=3>&#147;Performance Share
Multiple&#148;- shall mean a percentage of 0%, 100%, 150% or 200% which, when
multiplied by the Performance Share Grant, results in the final number of
Performance Shares Earned by the Participant for a specific Performance Period. </FONT></P>

<P><FONT SIZE=3>&#147;Performance Shares
Earned&#148;- shall mean the product of the Performance Share Multiple
multiplied by the Performance Share Grant. </FONT></P>

<P><FONT SIZE=3>&#147;Restricted
Period&#148;- means the period of up to three (3) years selected by the
Committee during which a grant of Restricted Stock may be forfeited to the
Company. </FONT></P>

<P><FONT SIZE=3>&#147;Restricted
Stock&#148;- means shares of Common Stock contingently granted to a Participant
under Sections 3, 4 or 5 of the Plan. </FONT></P>

<P><FONT SIZE=3>&#147;Retirement Date&#148;
- means the actual date of retirement from the Company (i) for those
Participants who have attained age 55 and have at least ten Years of Credited
Service (as that term is defined in the Cincinnati Milacron Retirement Plan);
or, (ii) as may be determined under a temporary early retirement program. </FONT></P>

<P><FONT SIZE=3>&#147;Stock Options&#148; -
means an Incentive Stock Option and/or a Non-Qualified Stock Option granted
under Section 2 of the Plan. </FONT></P>

<P><FONT SIZE=3>&#147;Subsidiary&#148;-
means any corporation in which the Company possesses directly or indirectly
fifty percent (50%) or more of the total combined voting power of all classes of
its stock. </FONT></P>

<P><FONT SIZE=3>&#147;Total Growth
Rate&#148;- shall mean the percentage increase in Earnings Per Share for
threshold, target and maximum levels of attainment in the third year of the
Performance Period divided by the Earnings Per Share in the year immediately
prior to that Performance Period, and will be the result of the annual compound
growth rate over the three year Performance Period. </FONT></P>

<P>1.3 Administration</P>

<P><FONT SIZE=3>The Plan shall be
administered by the Committee, which shall at all times consist of three or more
members. The Committee shall have sole and complete authority to adopt, alter
and repeal such administrative rules, guidelines and practices governing the
operation of the Plan as it shall from time to time deem advisable, and to
interpret the terms and provisions of the Plan. The Committee&#146;s decisions
are binding upon all parties. </FONT></P>

<P>1.4 Eligibility</P>

<P><FONT SIZE=3>All Employees who have
demonstrated significant management potential or who have contributed in a
substantial measure to the successful performance of the Corporation, as
determined by the Committee, are eligible to be Participants in the Plan. Also,
in instances where another corporation or other business entity is being
acquired by the Company, and the Company has assumed outstanding employee option
grants and/or the obligation to make future or potential grants under a prior
existing plan of the acquired entity, adjustments are permitted at the
discretion of the Committee subject to Section 1.5(a) below. Awards to Employees
are made at the discretion of the Committee. Non-Employee Directors shall also
participate pursuant to Section 5 herein. </FONT></P>

<P>1.5 Shares Reserved</P>

<P><FONT SIZE=3>(a)&nbsp;&nbsp;There shall be reserved
for grant pursuant to the Plan a total of 4,400,000 shares of Common Stock. In
the event that (i) a Stock Option expires or is terminated unexercised as to any
shares covered thereby, or (ii) Restricted Stock grants, are forfeited or
unearned for any reason under the Plan, such shares shall thereafter be again
available for grant pursuant to the Plan. </FONT></P>

<P><FONT SIZE=3>(b)&nbsp;&nbsp;In the event of any
change in the outstanding shares of Common Stock by reason of any stock dividend
or split, recapitalization, merger, consolidation, spin-off, combination or
exchange of shares or other corporate change, or any distributions to common
shareholders other than cash dividends, the Committee shall make such
substitution or adjustment, if any, as it deems to be equitable, as to the
number or kind of shares of Common Stock or other securities granted or reserved
for grant pursuant to the Plan, the number of outstanding Stock Options and the
option price thereof, and the number of payable Performance Share Grants and
shares of Restricted Stock. </FONT></P>

<P>1.6 Change of Control</P>

<P><FONT SIZE=3>A &#147;Change of
Control&#148; shall be deemed to have occurred if and when (a) any person (as
such term is defined in Section 13(d) of the Exchange Act), corporation or other
entity, which theretofore beneficially owned securities representing less than
twenty percent of the voting power of the Company in the election of directors,
acquires, in a transaction or series of transactions, outstanding securities of
the Company when, added to the voting power previously held, entitles such
person to exercise more than twenty percent of the total voting power of the
Company in the election of directors (the formation of a syndicate or group of
existing shareholders not being deemed to constitute such an acquisition); (b)
the Board of Directors (or, if approval of the Board of Directors is not
required as a matter of law, the stockholders of the Company) shall approve (1)
any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which shares of Common Stock
would be converted into cash, securities or other property, other than a merger
of the Company in which the holders of Common Stock immediately prior to the
merger have the same proportionate ownership of common stock of the surviving
corporation immediately after the merger, or (2) any sale, lease, exchange, or
other transfer (in one transaction or a series of related transactions) of all,
or substantially all, of the assets of the Company, or (3) the adoption of any
plan or proposal for the liquidation or dissolution of the Company; or (c) any
person (as such term is defined in Section 13(d) of the Exchange Act),
corporation or other entity other than the Company shall make a tender or
exchange offer to acquire any Common Stock or securities convertible into Common
Stock for cash, securities or any other consideration if, after giving effect to
the acquisition of all Common Stock or securities sought pursuant to such offer,
such person, corporation or other entity would become the &#147;beneficial
owner&#148; (as such term is defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of thirty percent or more of the outstanding Common
Stock (calculated as provided in paragraph (d) of such Rule 13d-3 in the case of
rights to acquire Common Stock); provided, that at least ten percent of such
Common Stock or securities sought pursuant to such offer is acquired. </FONT></P>

<P><FONT SIZE=3>In the event of a Change of
Control of the Company (i) all time periods relating to the exercise or
realization of Awards shall be accelerated so that such Awards may be exercised
or realized in full beginning immediately following the Change of Control and
extending for the remaining normal exercise period, and (ii) all Performance
Share Grants eligible to be earned for the outstanding Performance Cycle will be
immediately payable in full in cash. </FONT></P>

<P>1.7 Withholding</P>

<P><FONT SIZE=3>The Corporation shall have
the right to deduct from all amounts paid in cash any taxes required by law to
be withheld therefrom. In the case of payments of Awards in the form of Common
Stock, the amount of any taxes required to be withheld with respect to such
Common Stock from the Participant may, at the Committee&#146;s discretion, be
paid in cash, by tender by the Employee of the number of shares of Common Stock
whose Fair Market Value equals the amount required to be withheld or, except for
Non-Employee Directors receiving Awards of Common Stock pursuant to Section 5
herein, use of the Company&#146;s Key Employee Withholding Tax Loan Program. </FONT></P>

<P>1.8 Nontransferability</P>

<P><FONT SIZE=3>No Award shall be
assignable or transferable except by will or the laws of descent and
distribution, and no right or interest of any Participant shall be subject to
any lien, obligation or liability of the Participant. </FONT></P>

<P>1.9 No Right to Employment</P>

<P><FONT SIZE=3>No person shall have any
claim or right to be granted an Award, and the grant of an Award shall not be
construed as giving a Participant the right to be retained in the employ of the
Corporation. Further, the Corporation expressly reserves the right at any time
to dismiss a Participant free from any liability, or any claim under the Plan,
except as provided herein or in a Stock Option or Restricted Stock agreement. </FONT></P>

<P>1.10 Construction of the Plan</P>

<P><FONT SIZE=3>The validity, construction,
interpretation, administration and effect of the Plan and of its rules and
regulations, and rights relating to the Plan, shall be determined solely in
accordance with the laws of Ohio. </FONT></P>

<P>1.11 Amendment</P>

<P><FONT SIZE=3>(a)&nbsp;&nbsp;The Board of Directors
may amend, suspend or terminate the Plan or any portion thereof at any time,
provided that no amendment shall be made without stockholder approval which
shall (i) increase (except as provided in Section 1.5(b) hereof) the total
number of shares reserved for grant pursuant to the Plan, (ii) change the class
of Employees eligible to be Participants, (iii) decrease the minimum option
prices stated in Section 2.1 hereof (other than to change the manner of
determining Fair Market Value to conform to any then applicable provision of the
Code or regulations thereunder) (iv) extend the maximum period during which
Non-Qualified Stock Options or Incentive Stock Options may be exercised, or (v)
reduce the restriction period for Restricted Stock Awards (except as provided in
Section 1.6 hereof). </FONT></P>

<P><FONT SIZE=3>(b)&nbsp;&nbsp;With the consent of the
Participant adversely affected thereby, the Committee may amend or modify any
outstanding Award in any manner not inconsistent with the terms of the Plan,
including without limitation, to change the form of payment or the date or dates
as of which (i) a Stock Option becomes exercisable, (ii) the restrictions on
shares of Restricted Stock are removed, or (iii) a Performance Share Grant is
payable. </FONT></P>

<P><FONT SIZE=3>(c)&nbsp;&nbsp;In no event shall any
outstanding Award be modified in such a manner as to re-price any Stock Option
by (i) decreasing the purchase price thereof, or (ii) cancellation of any Stock
Option prior to its established terms of expiration for the purpose of
replacement by a lower-priced Stock Option, nor shall an outstanding Award of
Restricted Stock be modified in a manner which will reduce the restriction
period related to the Restricted Stock. </FONT></P>

<P>1.12 Authority of Committee</P>

<P><FONT SIZE=3>Subject to the provisions
of the Plan, the Committee shall have the sole and complete authority to
determine the Employees to receive Awards, and: </FONT></P>

<P><FONT SIZE=3>(a)&nbsp;&nbsp;Stock Options. The number of shares to be covered by
each Stock Option and the
conditions and limitations, if any, in addition to those set forth in Section
2.2 hereof, applicable to the exercise of the Stock Option shall be determined
by the Committee. The Committee shall have the authority to grant Incentive
Stock Options, or to grant Non-Qualified Stock Options, or to grant both types
of Stock Options. In the case of Incentive Stock Options, the maximum aggregate
Fair Market Value (at the date of grant) of the shares, under this Plan or any
other plan of the Company or a corporation which (at the date of grant) is a
parent of the Company or a Subsidiary, which are exercisable by an Employee for
the first time during any calendar year shall not exceed $100,000 or, if
different, the maximum limitation in effect at the time of grant under Section
422 of the Code, or any successor provision.</FONT></P>

<P><FONT SIZE=3>(b)&nbsp;&nbsp;Restricted Stock. The
number of shares of Restricted Stock to be granted to each Participant, the
duration of the Restricted Period during which and the conditions under which
the Restricted Stock may be forfeited to the Company, and the terms and
conditions of the Award in addition to those contained in Section 3.1 shall be
determined by the Committee. Such determinations shall be made by the Committee
at the time of the grant. </FONT></P>

<P>1.13 Effective Dates</P>

<P><FONT SIZE=3>The Plan shall be effective
on December 29, 1996, and shall expire on the earlier of (i) a date determined
by the Board of Directors, or (ii) the full use of the shares reserved for grant
pursuant to the Plan, provided however, that the Plan shall be null and void
unless approved at the 1997 annual meeting of the shareholders of the Company. </FONT></P>

<P>1.14 Government and Other Regulations</P>

<P><FONT SIZE=3>The obligation of the
Company with respect to Awards shall be subject to all applicable laws, rules
and regulations and such approvals by any governmental agencies as may be
required, including, without limitation, the effectiveness of any registration
statement required under the Securities Act of 1933, and the rules and
regulations of any securities exchange on which the Common Stock may be listed.
For so long as the Common Stock is registered under the Exchange Act, the
Company shall use its reasonable efforts to comply with any legal requirements
(a) to maintain a registration statement in effect under the Securities Act of
1933 with respect to all shares of Common Stock that may be issued to Holders
under the Plan, and (b) to file in a timely manner all reports required to be
filed by it under the Exchange Act. </FONT></P>

<P>1.15 Non-Exclusivity</P>

<P><FONT SIZE=3>Neither the adoption of the
Plan by the Board of Directors nor the submission of the Plan to the
stockholders of the Company for approval shall be construed as creating any
limitations on the power of the Board of Directors to adopt such other incentive
arrangements as it may deem desirable including, without limitation, the
granting of stock options and the awarding of stock and cash otherwise than
under the Plan, and such arrangements may be either generally applicable or
applicable only in specific cases. </FONT></P>

<P>1.16 Forfeiture Provision</P>

<P><FONT SIZE=3>If the Employee has (i)
used for profit or disclosed confidential information or trade secrets of the
Company to unauthorized persons, or (ii) breached any contract with or violated
any legal obligations to the Company, or (iii) failed to make himself or herself
available to consult with, supply information to, or otherwise cooperate with
the Company at reasonable times and upon a reasonable basis, or (iv) engaged in
any other activity which would constitute grounds for his or her discharge for
cause by the Company or a Subsidiary, the Employee will forfeit all undelivered
portions of an Award. </FONT></P>

<P>Section 2: STOCK OPTIONS</P>

<P>2.1 Option Price</P>

<P><FONT SIZE=3>The Committee shall
establish the option price at the time each Stock Option is granted, which price
shall not be less than 100% of the Fair Market Value of the Common Stock on the
date of grant. The option price shall be subject to adjustment in accordance
with the provisions of Section 1.5(b) hereof. </FONT></P>

<P>2.2 Exercise of Options</P>

<P><FONT SIZE=3>(a)&nbsp;&nbsp;Except as stated in
Section 2.2(c), each Stock Option by its terms shall require the Participant to
remain in the continuous employ, or service to the Board of Directors if the
individual is a Non-Employee Director and awarded Stock Options under Section 5
herein, of the Corporation for at least one year from the date of grant of the
Stock Option before any part of the Stock Option shall be exercisable.
Non-Qualified Stock Options and Incentive Stock Options may not be exercisable
later than ten years after their date of grant. </FONT></P>

<P><FONT SIZE=3>(b)&nbsp;&nbsp;Stock Options shall
become exercisable in installments with twenty-five percent (25%) of the total
Stock Option becoming exercisable upon the first anniversary of the date of
grant of the Stock Option and additional increments of twenty-five percent (25%)
of the total Stock Option grant shall become exercisable on each anniversary
thereafter until the entire Stock Option is exercisable. </FONT></P>

<P><FONT SIZE=3>(c)&nbsp;&nbsp;In the event a Participant ceases to be an Employee or a Non-Employee Director
as a result of his death, all time periods related to the exercise of any
outstanding Stock Options shall be accelerated and the Stock Options shall
become exercisable immediately following the Participant&#146;s death and
extending for the remaining normal exercise period. In the event a Participant
ceases to be an Employee or a Non-Employee Director upon the occurrence of his
Retirement Date, Disability Date, or otherwise with the consent of the
Committee, his Stock Options shall be exercisable as described in 2.2(b) above
as if the individual had remained as an Employee or Non-Employee Director and
extending for the normal exercise period. The Committee may at any time and with
regard to all Participants or any individual Participant accelerate time periods
related to the exercise of any outstanding Stock Options, and the Stock Option
shall become exercisable immediately thereafter and extending for the remaining
normal exercise period. In all other circumstances when a Participant ceases to
be an Employee or a Non-Employee Director, his rights under all Stock Options
shall terminate immediately.</FONT></P>

<P><FONT SIZE=3>(d)&nbsp;&nbsp;Each Stock Option shall
be confirmed by a Stock Option agreement executed by the Company and by the
Participant which agreement shall designate the Stock Options granted as
Incentive Stock Options or NonQualified Stock Options. The option price of each
share as to which an Option is exercised shall be paid in full five (5) days
from the date of such exercise, but in no event shall the shares issued pursuant
to said option exercise be delivered to the Participant until said payment has
been received by the Company. Such payment shall be made in cash, by tender of
shares of Common Stock owned by the Participant valued at Fair Market Value as
of the date of exercise, subject to such limitations on the tender of Common
Stock as the Committee may impose, pursuant to the provisions of the
Company&#146;s Key Employee Stock Option Loan Program, if applicable, (or any
other loan program or arrangement which may be established by the Company under
this Plan, or otherwise) or by a combination of the foregoing. </FONT></P>

<P>2.3 Maximum Number of Shares</P>

<P><FONT SIZE=3>The maximum number of
shares that may be granted to any Participant under all Stock Option Awards
under this Plan during any one year shall not exceed 100,000 shares. </FONT></P>

<P>Section 3: RESTRICTED STOCK GRANTS</P>

<P>3.1 The terms and conditions regarding Restricted Stock grants are as follows:</P>

<P><FONT SIZE=3>(a)&nbsp;&nbsp;Shares of Restricted
Stock may not be sold, assigned, transferred, pledged or otherwise encumbered,
except as herein provided, during the Restricted Period. Certificates issued in
respect of shares of Restricted Stock shall be registered in the name of the
Participant and deposited by him, together with a stock power endorsed in blank,
with the Company. At the expiration of the Restricted Period, the Company shall
deliver such certificates to the Participant or his legal representative, except
that the Participant may defer receipt of his Restricted Stock under terms
established by the Committee by extending the Restricted Period. </FONT></P>

<P><FONT SIZE=3>(b)&nbsp;&nbsp;Except as provided in
subsection (a) hereof, the Participant shall have all the rights of a holder of
Common Stock, including but not limited to the rights to receive dividends and
to vote during the Restricted Period. </FONT></P>

<P><FONT SIZE=3>(c)&nbsp;&nbsp;In the event a
Participant ceases to be an Employee or a Non-Employee Director during the
Restricted Period as a result of his death, the restrictions imposed hereunder
shall immediately lapse with respect to such shares of Restricted Stock. In the
event a Participant ceases to be an Employee or a Non-Employee Director during
the Restricted period and upon the occurrence of his Retirement Date, Disability
Date, or with the consent of the Committee, the restrictions imposed hereunder
shall continue as if the individual had remained as an Employee or Non-Employee
Director. The Committee may at any time and with regard to all Participants or
any individual Participant lapse any restrictions imposed hereunder with respect
to shares of Restricted Stock. In all other circumstances in which a Participant
ceases to be an Employee or Non-Employee Director, all shares of Restricted
Stock shall thereupon be forfeited to the Company and the certificate or
certificates representing such Restricted Stock shall be immediately canceled. </FONT></P>

<P><FONT SIZE=3>(d)&nbsp;&nbsp;Each grant shall be
confirmed by a Restricted Stock agreement executed by the Company and by the
Participant. </FONT></P>

<P>Section 4: PERFORMANCE SHARE GRANTS</P>

<P><FONT SIZE=3>(a)&nbsp;&nbsp;Not later than May 1 of
each calendar year in which this Plan is in effect, the Committee may make a
Performance Share Grant, effective as of the beginning of the year, to any
Participant selected by the Committee. The Committee may make a Performance
Share Grant to a Participant in any given year which relates to a Performance
Period already in progress. In such event, (i) the Performance Share Grant
determined under Section 4(b) shall be prorated based on the remaining whole
years of the relevant Performance Period as of the date of grant compared to the
entire length of the relevant Performance Period, (ii) the Participant shall
receive Restricted Shares immediately upon the date of grant, and, (iii) the
Total Growth Rate and level of attainment factors determined by the Committee at
the beginning of the relevant Performance Period shall be used to determine the
Participant&#146;s ultimate payout under Section 4(d) herein. If awarded not
later than May 1, the Performance Share Grant shall relate back to the beginning
of the year in which made for purposes of proration. </FONT></P>

<P><FONT SIZE=3>(b)&nbsp;&nbsp;The Committee shall, at
the beginning of each Performance Period or not later than 90 days thereafter,
determine the Performance Share Grant to be made to each Participant in
Restricted Stock and establish the threshold, target and maximum levels of
attainment for Total Growth Rate during the Performance Period. </FONT></P>

<P><FONT SIZE=3>(c)&nbsp;&nbsp;If Earnings Per Share
during the third year of a Performance Period are equal to or exceed the
threshold for a Total Growth Rate set by the Committee at the beginning of a
Performance Period, a Performance Share Multiple of 100%, 150% or 200% will be
applied to the Performance Share Grant. If Earnings Per Share are below the
threshold level of attainment, the Performance Share Multiple will be 0%. Below
is the Total Growth Rate and the threshold, target and maximum levels of
attainment for the Initial Performance Period. </FONT></P>

<TABLE WIDTH=90% CELLSPACING=0 CELLPADDING=0 BORDER=0>

<TR>
        <TD>Earnings Per Share</td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>Total</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD>Level of</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD colspan="2">Performance</TD>
</TR>

<TR>
        <TD>Compounded</td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>Growth</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD>Attainment</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD colspan="2">Share</TD>
</TR>

<TR>
        <TD>Annually</td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>Rate</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD colspan="2">Multiple</TD>
</TR>

<tr>
        <td height="10"></td>
</tr>

<tr>
<td colspan="8"><HR WIDTH=100% SIZE=2 NOSHADE></td>
</tr>

<tr>
        <td height="10"></td>
</tr>

<TR>
        <TD>Less than 12%</td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>Less than</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
        <TD></TD>
</TR>

<TR>
        <TD></td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>40.5%</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD align=right>0%</TD>
        <td width=50></td>
</TR>

<tr>
        <td height="10"></td>
</tr>

<TR>
        <TD>At least 12%</td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>At least</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
</TR>

<TR>
        <TD>but less than 15%</td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>40.5% but</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD>Threshold</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD align=right>100%</TD>
</TR>

<TR>
        <TD></td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>less than</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
</TR>


<TR>
        <TD></td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>52.1%</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
</TR>

<tr>
        <td height="10"></td>
</tr>

<TR>
        <TD>At least 15%,</td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>At least</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD>Target</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD align=right>150%</TD>
</TR>

<TR>
        <TD>but less than 18%</td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>52.1% but</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
</TR>

<TR>
        <TD></td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>less than</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
</TR>

<TR>
        <TD></td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>64.3%</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
</TR>

<tr>
        <td height="10"></td>
</tr>

<TR>
        <TD>Equal to or greater</td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>64.3% or</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD>Maximum</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD align=right>200%</TD>
</TR>

<TR>
        <TD>than 18%</td>
        <TD>&nbsp;&nbsp;</TD>
        <TD>greater</TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
        <TD>&nbsp;&nbsp;</TD>
        <TD></TD>
</TR>


</TABLE>


<P><FONT SIZE=3>(d)&nbsp;&nbsp;Payment for the value of Performance Shares Earned shall be made to a
Participant not later than three months following the end of a Performance
Period. If the threshold Total Growth Rate during the Performance Period is not
attained in the third year the performance goals attached to the Performance
Share Grant will not have been met and the Participant shall forfeit his
Restricted Stock. Payment related to a Performance Share Multiple of 100% shall
be the lapse of restrictions for the Participant&#146;s Performance Share Grant
and he shall receive the certificate for unrestricted ownership of such shares.
Payment related to that portion, if any, of a Performance Share Multiple of 150%
or 200% shall be as follows: a) for the first 100%, payment shall be the
transfer of unrestricted share certificates as a result of the lapse of
restrictions on the Performance Share Grant and b) for the 50% or 100% premium,
payment shall be an amount of cash equal to the value of the Performance Shares
Earned in excess of the 100% multiplied by the average of the closing prices per
share of the Common Stock for the last month in the Performance Period. In the
event of a Change of Control (as defined in Section 1.6), payment shall be made
as if the maximum targets for the three year performance period had been met and
shall be paid within thirty days following the Change of Control. Such payment
shall be in a cash amount equal to the Performance Share Grant multiplied by the
higher of (i) the highest average of the high and low prices per share of the
Common Stock on any date within the period commencing 30 days prior to the
Change in Control or (ii) if the Change in Control occurs as a result of a
tender or exchange offer or consummation of a corporate transaction, the highest
price paid per share of Common Stock pursuant thereto. </FONT></P>

<P><FONT SIZE=3>(e)&nbsp;&nbsp;The Committee may make
adjustments from time to time in the Performance Share Multiple, in the Total
Growth Rate or in Earnings Per Share in such reasonable manner as the Committee
may determine to reflect (i) any increase or decrease in the number of issued
shares of Common Stock of the Company resulting from a subdivision or
consolidation of shares or any other capital adjustment, the payment of stock
dividends or other increases or decreases in such shares effected without
receipt of consideration by the Company, (ii) material changes in the
Company&#146;s accounting practices or principles, the effect of which would be
to cause inconsistency in reporting earnings per share, (iii) material
acquisitions or dispositions, the effect of which would be to cause fluctuations
in reported earnings per share which are not within the intent of the Plan, or
(iv) extraordinary, unusual and nonrecurring items (such as restructuring
charges or a disposal of a business) which are disclosed in the published,
audited financial statements; provided, however, that no such adjustments shall
be made to the extent that the Committee determines that the adjustment would
cause payment in respect of Performance Share Grant to fail to be fully
deductible by the Company on account of Section 162(m) of the Code. </FONT></P>

<P><FONT SIZE=3>(f)&nbsp;&nbsp;With respect to a
Performance Share Grant, the Participant shall have the rights of a holder of
Common Stock, including but not limited to the rights to receive dividends and
to vote during the Restricted Period until such Participant ceases to be an
Employee of the Corporation for any reason other than death or termination of
Employment on a Disability Date or Retirement Date. </FONT></P>

<P><FONT SIZE=3>(g)&nbsp;&nbsp;In the event a
Participant ceases to be an Employee upon the occurrence of his death,
Retirement Date or Disability Date prior to the end of a Period, payment for the
value of Performance Shares Earned shall be prorated for the amount of time the
Participant remained an Employee compared to the length of the Performance
Period, provided the Participant has completed at least the first full year of
the Performance Period. In such event, any prorated payment for Performance
Shares Earned shall be distributed in unrestricted share certificates or paid in
cash (depending on whether the threshold, target or maximum Total Growth Rate is
attained) in accordance with Paragraphs (c) and (d) above. In all other
circumstances in which a Participant ceases to be an Employee, Performance Share
Grant shall terminate and no amounts shall be payable at any time. </FONT></P>

<P><FONT SIZE=3>(h)&nbsp;&nbsp;If there is an event
constituting a Change of Control (as defined in Section 1.6), the value of any
outstanding Performance Share Grant shall immediately vest in the Participant to
whom such Performance Share Grant has been awarded as of the date such Change of
Control occurs and at the closing price per share of Common Stock on such date.
Such value shall be equal to the maximum Performance Share Multiple multiplied
by the Performance Share Grant. </FONT></P>

<P>Section 5: NON-EMPLOYEE DIRECTORS</P>

<P><FONT SIZE=3>(a)&nbsp;&nbsp;Each individual then
serving as a Non-Employee Director shall receive a Non-Qualified Stock Option of
2,000 shares at or about the effective date of the Plan and at the beginning of
each of the Company&#146;s fiscal years thereafter so long as the Plan is in
effect. As a portion of their compensation, the Committee may also award to
Non-Employee Directors shares of Restricted Stock, as it may determine, not to
exceed 2,000 shares per individual every three years. </FONT></P>

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