AMENDED & RESTATED
2003 STOCK INCENTIVE PLAN
The 2003 Stock Incentive Plan is intended to help maintain and develop strong management through ownership of Shares
of the Corporation by key employees of the Corporation and its Subsidiaries and for recognition of efforts and accomplishments
which contribute materially to the success of the Corporation’s business interests.
In this Plan, except where the context otherwise indicates, the following definitions apply:
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(a) “Award” means a Stock Option, a Stock Appreciation Right, Restricted Stock, or a Dividend Equivalent Right.
(b) “Board” means the Board of Directors of the Corporation.
(c) “Change in Control” means the occurrence of one of the following events:
any “person” (as such term is defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d)(3)
and 14(d)(2) of the Exchange Act) is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the
Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the combined
voting power of the Corporation’s then outstanding securities eligible to vote for the election of the Board (the
“Corporation’s Voting Securities”); provided, however, that the event described in this paragraph shall not be
deemed to be a Change in Control by virtue of any of the following situations: (A) an acquisition by the
Corporation or any Subsidiary; (B) an acquisition by any employee benefit plan sponsored or maintained by
the Corporation or any Subsidiary; (C) an acquisition by any underwriter temporarily holding securities
pursuant to an offering of such securities; (D) a Non-Control Transaction (as defined in paragraph (iii)); (E) as
pertains to an individual Grantee, any acquisition by the Grantee or any group of persons (within the meaning
of Sections 13(d)(3) and 14(d)(2) of the Exchange Act) including the Grantee (or a