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Incentive Stock Plan of 1985
Section 1. Purposes: The purposes of the Plan are (a) to provide additional incentive for such Key Employees of
the Company, its Subsidiaries and divisions, as may be designated for participation in the Plan, by authorizing
payment of bonus or incentive compensation in shares of Common Stock and by encouraging such Key
Employees to invest in shares of Common Stock, thereby furthering their identity of interest with the interests of
the Company's shareholders, increasing their stake in the future growth and prosperity of the Company and
stimulating and sustaining constructive and imaginative thinking; and (b) to enable the Company, by offering
comparable incentives, to induce the employment and continued employment of Key Employees and to compete
with other organizations in attracting and retaining the services of competent executives.
Section 2. Definitions: Unless otherwise required by the context, the following terms, when used in the Plan, shall
have the meanings set forth in this section 2.
Board of Directors or Board: The Board of Directors of the Company.
Committee: Such committee or committees as shall be appointed by the Board of Directors to administer the Plan
pursuant to the provisions of section 11.
Common Stock: The Common Stock of the Company, par value $2 per share, or such other class of shares or
other securities as may be applicable pursuant to the provisions of section 9.
Common Stock Equivalents: Common Stock Equivalents shall provide the holder with such of the rights and
benefits of the actual owner of shares of Common Stock as the Board of Directors may determine, including the
right to receive dividends and the right to receive the amount of appreciation in value, if any, on such shares of
Common Stock from the date the grant of such Common Stock Equivalents became effective until they become
payable to the holder.
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