1992 STOCK INCENTIVE COMPENSATION PLAN
The purpose of the Plan is to further the growth and prosperity of the Company and its Subsidiaries through
payment of incentive compensation in the form of Common Stock to officers, key employees and directors and
by encouraging investment in the Company's Common Stock by officers, key employees and directors who are
in a position to contribute materially to the Company's prosperity.
Unless the context clearly indicates otherwise, the following terms, when used in this Plan, shall have the meanings
set forth in this Section 2.
"Award Period" means for each Restricted Stock Award, the period beginning with the date on which such
Award is granted and ending on a date specified by the Committee at the time of the granting of such Award. In
no event shall the Award Period be greater than ten (10) years.
"Board of Directors" or "Board" means the Board of Directors of the
"Change in Control of the Company" means (i) an acquisition of the Company by means of a merger or
consolidation or purchase of substantially all of its assets if and when incident thereto (a) the composition of the
Board of Directors or its successor changes so that a majority of the Board is not comprised of individuals who
were members of the Board immediately prior to such merger, consolidation or purchase of assets or (b) the
stockholders of the Company acquire a right to receive, in exchange for or upon surrender of their stock, cash or
other securities or a combination of the two, or
(ii) the acquisition by a Person (as that term is hereafter defined) of the voting rights with respect to 25% or more
of the outstanding Common Stock of the Company if such person was not an officer or director of the Company
on May 13, 1992.
"Code" means the Internal Revenue Code of 1986, as amended, and any
successor Code, and related rules, regulations and interpretations.
"Committee" means the committee of the Board of Directors that has bee