2004 LTIP Plan Rules : SKYF

SKY FINANCIAL GROUP, INC.
2004
RESTRICTED STOCK PLAN

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SKY FINANCIAL GROUP, INC. 2004 RESTRICTED STOCK PLAN

This is the Sky Financial Group, Inc. 2004 Restricted Stock Plan ("Plan") of Sky Financial Group, Inc. (the "Corporation" or "Company"), an Ohio corporation, under which (1) Restricted Stock and (2) Restricted Stock Units may be granted from time to time to certain Eligible Persons of the Corporation and of any of its Subsidiaries, subject to the following provisions:

ARTICLE I
DEFINITIONS

The following terms shall have the meanings set forth below. Additional terms defined in this Plan shall have the meanings ascribed to them when first used herein.

Award. An award of Restricted Stock, Restricted Stock Units, or any combination thereof, as described herein.

Award Agreement. An agreement entered into between the Company and a Participant setting forth the terms and provisions applicable to an Award or Awards granted to the Participant.

Board. The Board of Directors of Sky Financial Group, Inc.

Change in Control Transaction. The occurrence of any one or more of the following:

(a) Individuals who, as of the Effective Date, constitute the Board (the "Incumbent Directors") cease for any reason to constitute at least a majority of the Board, provided that any person becoming a director subsequent thereto whose election or nomination for election was approved by a vote of at least two-thirds of the Incumbent Directors then on the Board (either by a specific vote or by approval by the shareholders pursuant to a proxy statement of the Company in which such person is named as a nominee for director, without written objection to such nomination) shall be an Incumbent Director; provided, however, that no individual initially elected or nominated as a director of the Company as a result of an actual or threatened election contest with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any person other than the Board shall be deemed to be an Incumbent Director;

(b) Any "person" (as such term is defined in Section 3(a)(9) of the 1934 Act and as used in Sections 13(d)(3) and 14(d)(2) of the 1934 Act) is or becomes a "beneficial owner" (as defined in Rule 13d-3 under the 1934 Act), directly or indirectly, of securities of the Company representing twenty-five percent (25%) or more of the combined voting power of the Company's then outstanding securities eligible to vote for the election of the Board (the "Company Voting Securities"); provided, however, that the event described in this Section 13(b) shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (i) by the Company or any Subsidiary, (ii) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary or (iii) by any underwriter temporarily holding securities pursuant to an offering of such securities.

(c) The consummation of a merger, consolidation, statutory share exchange or similar form of corporate transaction involving the Company or any of its Subsidiaries that requires the approval of the Company's shareholders, whether for such transaction or the issuance of securities in the transaction (a "Business Combination"), unless immediately following such Business Combination: (i) more than sixty percent (60%) of the total voting power of (x) the company resulting from such Business Combination (the "Surviving Company"), or (y) if applicable, the ultimate parent company that directly or indirectly has beneficial ownership of one hundred percent (100%) of the voting securities eligible to elect directors of

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the Surviving Company (the "Parent Company"), is represented by Company Voting Securities that were outstanding immediately prior to such Business Combination (or, if applicable, is represented by shares into which such Company Voting Securities were converted pursuant to such Business Combination), and such voting power among the holders thereof is in substantially the same proportion as the voting power of such Company Voting Securities among the holders thereof immediately prior to the Business Combination; (ii) no person (other than any employee benefit plan (or related trust) sponsored or maintained by the Surviving Company or the Parent Company), is or becomes the beneficial owner, directly or indirectly, of twenty-five percent (25%) or more of the total voting power of the outstanding voting securities eligible to elect directors of the Parent Company (or, if there is no Parent Company, the Surviving Company); and (iii) at least fifty percent (50%) of the members of the board of directors of the Parent Company (of, if there is no Parent Company, the Surviving Company) following the consummation of the Business Combination were Incumbent Directors at the time of the Board's approval of the execution of the initial agreement providing for such Business Combination; or

(d) The shareholders of the Company approve a plan of complete liquidation or dissolution of the Company or a sale of all or substantially all of the Company's assets.

Notwithstanding the foregoing, a Change in Control Transaction shall not be deemed to occur solely because any person acquires beneficial ownership of more than twenty-five percent (25%) of the Company Voting Securities as a result of the acquisition of Company Voting Securities by the Company which reduces the number of Company Voting Securities outstanding; provided, however, that if after such acquisition by the Company such person becomes the beneficial owner of additional Company Voting Securities that increases the percentage of outstanding Company Voting Securities beneficially owned by such person, a Change in Control Transaction shall then occur.

Further notwithstanding the foregoing, unless a majority of the Incumbent Board determines otherwise, no Change in Control shall be deemed to have occurred with respect to a particular Participant if the Change in Control results from actions or events in which such Participant is a participant in a capacity other than solely as an officer, employee or director of the Company.

Code. The Internal Revenue Code of 1986, as amended, together with the rules and regulations promulgated thereunder.

Committee. The Compensation Committee of the Board; provided, however, that the Committee shall at all times consist of at least two directors who are "outside directors" within the meaning of Section 162(m) of the Code, and "nonemployee directors" within the meaning of Rule 16b-3 of the 1934 Act.

Common Stock. The common stock of the Corporation.

Deferred Restricted Stock. Restricted Stock with respect to which the Participant has elected to defer the delivery until a date or dates specified in such election.

Disability. Disability will have the meaning set forth in any employment, consulting, or other written agreement between an Employer and the Participant. If there is no employment, consulting, or other written agreement between an Employer and the Participant, or if such agreement does not define Disability, then "Disability" will mean the date on which the Participant becomes permanently and totally disabled within the meaning of Section 22(e)(3) of the Code, which shall be determined by the Committee on the basis of such medical or other evidence as it may reasonably require or deem appropriate.

Disaffiliation Transaction. The consummation of a transaction whereby a Participant's Employer (other than the Corporation) ceases to be a Subsidiary.

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Effective Date. The date as of which this Plan is effective, which shall be the date it is approved by the Company's shareholders.

Eligible Persons. Any (i) Employee employed by the Company or a Subsidiary as an employee, including officers and prospective employees (conditioned upon them becoming employees) who are from time to time responsible for the management, growth and protection of the business of the Company and its Subsidiaries, or (ii) Nonemployee Director, who shall have been selected by the Committee, with the approval of the Board, as a person to whom an Award or Awards shall be granted under the Plan.

Employee. An individual with whom the Corporation or a Subsidiary has the legal and bona fide relationship of employer and employee. In determining whether such relationship exists, the regulations of the United States Treasury Department relating to the determination of such relationship for the purpose of collection of income tax at the source on wages shall be applied.

Employer. The Corporation with respect to its Employees and each Subsidiary with respect to its Employees.

Just Cause Termination. A termination of employment or Service for Just Cause by an Employer. For purposes of the Plan, "Just Cause" shall have the meaning set forth in any employment, consulting, or other written agreement between an Employer and the Participant. If there is no employment, consulting, or other written agreement between an Employer and the Participant, or if such agreement does not define "Cause" or "Just Cause," then "Just Cause" shall have the meaning specified by the Committee in connection with the grant of any Award; provided, that if the Committee does not so specify, "Cause" shall mean the Participant (i) engages in illegal conduct that is injurious to the Company, a Subsidiary, or the Participant; (ii) engages in any act or acts of dishonesty or misconduct that result in damage to the Company or a Subsidiary, damage to the business or reputation of the Company or a Subsidiary, or that the Company reasonably determines to adversely affect the value, reliability or performance of the Participant to the Company or a Subsidiary; (iii) continuously fails to perform his or her duties to the Company or a Subsidiary (which may include any sustained and unexcused absence of the Participant from the performance of such duties, which absence has not been certified in writing as due to physical or mental illness or Disability), after a written demand for performance has been delivered to the Participant identifying the manner in which the Participant has failed to substantially perform his or her duties.

Nonemployee Director. A director of the Company or of a Subsidiary who is not also an Employee.

Participant. An Employee or Non-Employee Director who the Board has selected to receive an Award under the Plan, or other person who has an outstanding Award granted under the Plan.

Performance Goals. Performance goals established by the Committee prior to the grant of an Award based on the attainment of one or any combination of the following: specified levels of earnings per share from continuing operations, operating income, revenues, return on operating assets, return on equity, shareholder return (measured in terms of stock price appreciation) and/or total shareholder return (measured in terms of stock price appreciation and dividends), achievement of cost control, or stock price, in each case of the Company or a Subsidiary, or a division or department of the Company or a Subsidiary for or within which the Participant is primarily employed, and that are intended to qualify under Section 162(m) of the Code. Such Performance Goals also may be based upon attaining specified levels of Company performance under one or more of the measures described above relative to the performance of other corporations. The Committee shall set such Performance Goals within the time prescribed by Section 162(m) of the Code.

Plan. This Sky Financial Group, Inc. 2004 Restricted Stock Plan.

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Plan Pool. A total of eight hundred thousand (800,000) of authorized, but unissued, shares of Common Stock, as adjusted pursuant to Section 2.3(b), which shall be available as Stock under this Plan.

Restricted Stock. Shares of Common Stock subject to restrictions on transferability, a risk of forfeiture, and certain other terms and conditions under the Plan or specified by the Committee and set forth in an Award Agreement. The restrictions on and risk of forfeiture of Restricted Stock generally will expire on a specified date, upon the occurrence of an event and/or on an accelerated basis under certain circumstances specified in the Plan or the Award Agreement. Unless specifically provided otherwise, the term "Restricted Stock" includes (but is not limited to) Deferred Restricted Stock.

Restricted Stock Units or RSUs. A restricted interest in the shares of Common Stock that may be awarded by the Committee to Employees and Nonemployee Directors and that is measured solely by the Fair Market Value of the Stock and payable only in Stock.

Retirement. "Retirement" shall mean the termination of a Participant's employment under conditions that would constitute "normal retirement" or "early retirement" under any tax qualified retirement plan maintained by the Corporation or a Subsidiary except in the case of a Just Cause Termination.

SEC. The United States Securities and Exchange Commission.

Service. The provision of services in the capacity of (i) an Employee, or (ii) a Nonemployee Director.

Stock. The shares of Common Stock in the Plan Pool available for grants of Awards.

Subsidiary. Any corporation, including, without limitation, Sky Bank, the common stock or equity of which is owned at least fifty percent (50%) by the Company.

1933 Act. The Securities Act of 1933, as amended, together with the rules and regulations promulgated thereunder.

1934 Act. The Securities Exchange Act of 1934, as amended, together with the rules and regulations promulgated thereunder.

ARTICLE II
GENERAL

SECTION 2.1. PURPOSE.

The purpose of this Plan is to (i) attract, secure, and retain qualified Employees of outstanding ability and to provide additional motivation to such employees to exert their best efforts on behalf of the Corporation and its Subsidiaries, and (ii) to increase the proprietary interest of Nonemployee Directors in the success of the Corporation and its Subsidiaries and to enhance the Company's ability to retain and attract experienced and knowledgeable directors. These objectives will be promoted through the granting of Awards to designated Eligible Persons and pursuant to the terms of this Plan.

SECTION 2.2. ADMINISTRATION.

(a) The Plan shall be administered by the Committee. Subject to the provisions of SEC Rule 16b-3(d), the Committee may designate any officers or Employees to assist in the administration of the Plan, to execute documents on behalf of the Committee and to perform such other ministerial duties as may be delegated to them by the Committee.

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(b) Subject to the provisions of the Plan, the determinations (but not the interpretation and construction of any provision of the Plan which shall be solely in the discretion of the Committee) by the Committee shall be recommended to the Board for approval, and when so approved by the Board shall be final and conclusive upon persons affected thereby. By way of illustration and not of limitation, the Committee shall have the discretion, without the approval by the Board:

(i) to construe and interpret the Plan and all Awards granted hereunder and to determine the terms and provisions (and amendments thereof) of the Awards granted under the Plan (which need not be identical);

(ii) to define the terms used in the Plan and in the Awards granted hereunder;

(iii) to prescribe, amend and rescind the rules and regulations relating to the Plan;

(iv) to interpret whether leaves of absence that may be granted to Eligible Persons by the Company constitute terminations of Service for the purposes of the Plan; and

(v) to make all other determinations and interpretations necessary or advisable for the administration of the Plan.

By way of further illustration and not of limitation, the Committee shall have the discretion with the approval of the Board:

(vi) to determine the Eligible Persons to whom and the time or times at which such Awards shall be granted;

(vii) to determine the number of shares to Stock, as and when applicable, to be subject to each Award; and

(viii) to determine the purchase price or value, if any, pertaining to an Award.

(c) Notwithstanding the foregoing, or any other provision of this Plan, the Committee will have no authority to determine any matters, or exercise any discretion, to the extent that the power to make such determinations or to exercise such discretion would cause the loss of the exemption under SEC Rule 16b-3 of any grant or award hereunder. The Committee may not delegate its authority to the extent that such delegation would cause Awards or other transactions under the Plan to cease to be exempt from Section 16(b) of the 1934 Act or to cease to quality as "performance-based compensation" under Section 162(m) of the Code.

(d) The Corporation shall make available to Eligible Persons receiving Awards and/or shares of Stock in connection therewith all disclosure documents required under such federal and state laws.

(e) In determining the Eligible Persons to whom Awards may be granted and the number of shares of Stock to be covered by each Award, the Committee and the Board shall take into account the nature of the services rendered by such Eligible Persons, their present and potential contributions to the success of the Corporation and/or a Subsidiary and such other factors as the Committee and the Board shall deem relevant. An Eligible Person who has been granted an Award under this Plan may be granted an additional Award or Awards under this Plan if the Committee and the Board shall so determine.

(f) The granting of Awards pursuant to this Plan is in the exclusive discretion of the Board, and until the Board acts, no individual shall have any rights under this Plan. The terms of this Plan shall be interpreted in accordance with this intent.

SECTION 2.3. STOCK AVAILABLE FOR AWARDS.

(a) The total number of shares of Stock for which, or with respect to which, Awards may be granted under this Plan shall be those designated in the Plan Pool. Any shares of Stock subject to an Award under

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the Plan that are forfeited, canceled, settled or otherwise terminated without a distribution of Common Stock to the Participant and shares of Stock delivered (either actually or by attestation) to or withheld by the Company in payment of any required income tax withholding for the vesting of Restricted Stock or RSUs awarded under the Plan, shall be deemed available in the Plan Pool for the granting of Awards under this Plan.

(b) In the event the outstanding shares of Common Stock are increased, decreased, changed into or exchanged for a different number or kind of securities as a result of a stock split, reverse stock split, stock dividend, recapitalization, merger, share exchange, acquisition, combination or reclassification, appropriate proportionate adjustments will be made in: (i) the aggregate number and/or kind of shares of Stock in the Plan Pool that may be issued pursuant to the exercise of, or that are underlying, Awards granted hereunder; (ii) the exercise or other purchase price or value pertaining to, and the number and/or kind of shares of Stock called for with respect to, or underlying, each outstanding Award granted hereunder; and (iii) other rights and matters determined on a per share basis under this Plan or any Award Agreement. Any such adjustments will be made only by the Committee, subject to approval by the Board, and when so approved will be effective, conclusive and binding for all purposes with respect to this Plan and all Awards then outstanding. No such adjustments will be required by reason of the issuance or sale by the Corporation for cash of additional shares of its Common Stock or securities convertible into or exchangeable for shares of its Common Stock.

(c) The grant of an Award pursuant to this Plan shall not affect in any way the right or power of the Corporation to make adjustments, reclassifications, reorganizations or changes in its capital or business structure or to merge or to consolidate or to dissolve, liquidate, or sell, or transfer all or any part of its business or assets.

(d) No fractional shares of Stock shall be issued under this Plan.

SECTION 2.4. SEVERABLE PROVISIONS.

The Corporation intends that the provisions of each of Articles III, IV and V, in each case together with Articles I and II, shall each be deemed to be effective on an independent basis, and that if one or more of such Articles, or the operative provisions thereof, shall be deemed invalid, void or voidable, the remainder of such Articles shall continue in full force and effect.

ARTICLE III
RESTRICTED STOCK

SECTION 3.1. ADMINISTRATION.

Subject to the terms and provisions of the Plan, the Committee may grant Awards of Restricted Stock and/or RSUs to any Employee or Nonemployee Director in the number and form, and subject to such restrictions on transferability and such other restrictions as the Committee may determine in its discretion and set forth in an Award Agreement, including without limitation the achievement of Performance Goals. The Committee may not award more than 100,000 shares of Restricted Stock or more than 100,000 RSUs to any Participant in any fiscal year of the Corporation. The Committee shall determine the Employees and/or Non-Employee Directors to whom, and the time or times at which, grants of Restricted Stock and/or RSUs will be made, the number of shares to be awarded, the time or times within which such awards may be subject to forfeiture, and all other conditions of the awards. The provisions of Restricted Stock and RSU Awards need not be the same with respect to each recipient.

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SECTION 3.2 RESTRICTIONS AND CONDITIONS.

The shares of Restricted Stock or RSUs awarded pursuant to the Plan shall be subject to the following restrictions and conditions:

(a) Subject to the provisions of this Plan, during a period established by the Committee and set forth in the applicable Award Agreement (the "Restriction Period"), the Participant shall not be permitted to sell, transfer, pledge or assign shares of Restricted Stock or RSUs awarded under the Plan, other than by will or by the laws of descent and distribution, or pursuant to a domestic relations order (as defined in Section 414(p) of the Code). Within these limits, the Committee may provide in an Award Agreement for the lapse of such restrictions in installments where it deems appropriate.

(b) Except as provided in an Award Agreement, in the event of Participant's termination of Service for any reason during the Restricted Period, all shares of Restricted Stock or RSUs awarded to such Participant that have not fully vested on the date of termination of Service shall be forfeited by such Participant and neither the Participant nor any successors, heirs, assigns or personal representatives of such Participant shall have any rights or interest in such shares, and the Participant's name shall be deleted from the list of the Company's shareholders with respect to such shares. An Award Agreement may provide that if a Participant terminates Service by reason of the death, Disability or Retirement of the Participant, by the Employer without Just Cause, as a result of a Disaffiliation Transaction, or for such other reason as may be explicitly set forth in the Award Agreement, all restrictions and risk of forfeiture with respect to Restricted Stock and RSUs that have not fully vested on the date of termination of Service shall lapse, all such shares of Restricted Stock or RSUs shall become fully and irrevocably vested, and all Restricted Stock and Deferred Restricted Stock shall be immediately delivered.

(c) Except as provided in Section 3.2(a), during the Restricted Period, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a shareholder of the Company, including the right to vote the shares and the right to receive any dividends. Notwithstanding the foregoing, the prospective recipient of an Award of shares of Restricted Stock shall not have any rights with respect to such Award, unless and until such recipient has executed the Award Agreement evidencing the Award and has delivered a fully executed copy thereof to the Company, and has otherwise complied with the then applicable terms and conditions.

(d) In accordance with such procedures as the Committee may specify from time to time, a Participant may elect, prior to the end of the Restricted Period, to defer the delivery of Restricted Stock until a date or dates specified in such election.

SECTION 3.3. RESTRICTED STOCK CERTIFICATES.

Restricted Stock (other than Deferred Restricted Stock) granted under the Plan shall be evidenced by one or more certificates registered in the name of the Participant and bearing an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. The Company shall retain physical possession of such certificate, and each Participant awarded such Restricted Stock shall deliver a stock power to the Company, endorsed in blank, relating to the Restricted Stock, during the Restricted Period. Certificates for shares of unrestricted Stock shall be delivered to the Participant promptly after, and only after, the Restricted Period shall have expired without forfeiture in respect of such shares of Restricted Stock.

SECTION 3.4. RESTRICTED STOCK UNITS.

The Committee may award Restricted Stock Units ("RSUs") to such Employees and Nonemployee Directors, and at such time or times, as the Committee selects in its sole discretion. The Committee shall

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determine and set forth in the applicable Award Agreement the number of RSUs to be awarded, the time or times within which such awards may be subject to forfeiture, whether such RSUs have voting and/or dividend rights, and all other conditions of the Awards. The provisions of RSU Awards need not be the same with respect to each Participant.

Any RSUs awarded to a Participant shall be credited to an RSU Account established and maintained for the Participant. The Account will be the record of RSUs awarded to the Participant under the Award Agreement, is solely for accounting purposes and will not require a segregation of any Company assets.

SECTION 3.5. AWARDS TO NON-EMPLOYEE DIRECTORS.

Any Restricted Stock or RSUs awarded to a Non-Employee Director shall be administered in accordance with the terms of this Plan solely by the Board of Directors and not by the Committee.

SECTION 3.6. DIVIDENDS.

With respect to Common Stock dividends paid by the Corporation, a Participant who has received an Award of RSUs under Section 3.4 or elected to defer the receipt of his or her Restricted Stock under Section 3.2(d), shall be deemed to receive additional units of deferred stock equal to the dividend that would have been paid on such shares of Deferred Restricted Stock or RSUs, if such shares had been issued and outstanding, fully vested and held by the Participant on the record date for payment of such dividend.

SECTION 3.7. SECTION 83(b) ELECTION.

Under Code Section 83, the difference between the purchase price paid for the Stock and its Fair Market Value on the date any restrictions applicable to such shares lapse will be reportable as ordinary income at that time. A Participant may elect to be taxed at the time the shares of Stock are acquired hereunder to the extent the Fair Market Value of the Stock differs from the purchase price rather than when and as such Stock ceases to be subject to restrictions, by filing an election under Section 83(b) of the Code with the IRS within thirty (30) days after the grant date. If the Fair Market Value of the Stock at the grant date equals the purchase price paid (and thus no tax is payable), the election must be made to avoid adverse tax consequences in the future. The form for making this election is available from the Company. The failure to make this filing within the thirty (30) day period will result in the recognition of ordinary income by the Participant (in the event the Fair Market Value of the Stock increases after the grant date) as the restrictions lapse. It is the Participant's sole responsibility, and not the Company's, to file a timely election under Section 83(b). A Participant must rely solely on the Participant's own advisors with respect to the decision as to whether or not to file an 83(b) election.

ARTICLE IV
CHANGE IN CONTROL TRANSACTIONS

The Committee shall have the discretion to provide in applicable Award Agreements that, in the event of a Change in Control Transaction, any or all of the following provisions will apply:

(a) Each outstanding share of Restricted Stock or RSU (or such lesser number or percentage of shares as is set forth in an applicable Award Agreement) will immediately become fully vested and free of the restrictions.

(b) Any Award made to a Nonemployee Director shall become fully vested upon a Change in Control Transaction.

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ARTICLE V
RESTRICTIVE COVENANTS

An Award Agreement may provide that, notwithstanding any other provision of this Plan to the contrary, if the Participant breaches the non-compete, non-solicitation, non-disclosure or other provisions of the Award Agreement, whether during or after termination of employment or Service, in addition to any other penalties or restrictions that may apply under any employment agreement, state law, or otherwise, the Participant will forfeit any and all Awards granted to him or her under the Plan, including Awards that have become vested and exercisable

ARTICLE VI
AMENDMENT AND DISCONTINUANCE

The Board may amend, suspend or discontinue the provisions of the Plan at any time or from time to time; provided that, no such action may, without the approval of the shareholders of the Company, materially increase (other than by reason of an adjustment pursuant to Section 2.3(b) hereof) the aggregate number of shares of Stock in the Plan Pool, materially increase the benefits accruing to Eligible Persons, materially modify eligibility requirements for participation under the Plan, or amend the provisions of this Article VI. Moreover, no such action may alter or impair any Award previously granted under this Plan without the consent of the applicable Participant.

ARTICLE VII
MISCELLANEOUS

SECTION 7.1. APPLICATION OF FUNDS.

The proceeds received by the Corporation from the sale of Stock pursuant to the exercise of Awards will be used for general corporate purposes.

SECTION 7.2. TERM OF PLAN.

Except as otherwise specifically provide herein, Awards may be granted pursuant to this Plan from time to time within ten (10) years from the Effective Date.

SECTION 7.3. UNFUNDED STATUS OF PLAN.

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 by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company. In its sole discretion, the Committee may authorize the creation of trusts or other arrangements to meet the obligations created under the Plan to deliver Stock or payments in lieu of or with respect to awards hereunder, provided, however, that the existence of such trusts or other arrangements is consistent with the unfunded status of the Plan.

SECTION 7.4. RIGHTS OF EMPLOYEES.

Nothing contained in this Plan shall prevent the Board of Directors from adopting other or additional compensation arrangements, subject to shareholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases. The adoption of the Plan shall not confer upon any employee of the Company or any Subsidiary any right to continued

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employment or Service with the Company or a Subsidiary, as the case may be, nor shall it interfere in any way with the right of the Company, or a Subsidiary to terminate the employment or Service of any of its employees at any time. No Eligible employee will have the right to receive an Award under this Plan, or, having received any Award, to receive a future Award.

SECTION 7.5. REQUIREMENTS OF LAW.

The granting of Awards and the issuance of Shares under the Plan will be subject to all applicable laws, rules, and regulations, and to any approvals by governmental agencies or national securities exchanges as may be required.

SECTION 7.6. AWARDS TO FOREIGN NATIONALS AND EMPLOYEES OUTSIDE THE UNITED STATES.

To the extent the Committee deems it necessary, appropriate or desirable to comply with foreign law of practice and to further the purposes of this Plan, the Committee may, without amending the Plan, (i) establish rules applicable to Awards granted to Participants who are foreign nationals, are employed outside the United States, or both, including rules that differ from those set forth in this Plan, and (ii) grant Awards to such Participants in accordance with those rules.

SECTION 7.7. GOVERNING LAW.

To the extent not preempted by federal law, the Plan and all agreements hereunder will be construed in accordance with and governed by the laws of the State of Ohio.