Restricted Stock Plan For Non-employee Directors

Exhibit No. 10(iii)(h)


RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS


Section 1. Purpose


The purpose of the Plan is to enable the Company to promote the long- term, continuing success of the Company by providing a portion of the com- pensation for nonemployee directors in shares of Common Stock pursuant to the terms of the Plan in order to attract and retain persons of outstanding com- petence to serve on its Board of Directors; to provide competitive remuneration for such services; and to directly link a portion of the nonemployee director's long-term compensation to enhancement of stock value as a further incentive to promote a shareholder value perspective throughout the Company.


Section 2. Administration


The Plan shall be administered by the Board Affairs and Governance Committee (the "Committee") of the Board. The Committee shall have responsi- bility to interpret conclusively provisions of the Plan and to decide all questions of fact arising in its application. Determinations made with respect to any individual Participant shall be made without participation by that Participant in such determination.


Section 3. Participants


Participation in the Plan is limited to persons who serve on the Board at any time while the Plan is in effect and who are not then currently "employees" of the Company (or its subsidiaries) within the meaning of the Employee Retirement Income Security Act of 1974, as amended. It is intended that all nonemployee Board members will be Participants in the Plan.


Section 4. Shares Subject to Plan


There is hereby reserved for the purpose of the Plan 100,000 shares of Common Stock which may be either authorized and unissued shares or treasury shares. The number of shares reserved pursuant to this Section 4 shall be subject to adjustment as provided in Section 7.2 of the Plan. In the event any shares issued pursuant to a restricted stock Award under the Plan are forfeited for any reason, such shares shall again be available for issuance pursuant to other restricted stock Awards under the Plan.


Section 5. Awards


Upon the effective date of the Plan, each Participant in the Plan shall receive an Award of 200 restricted shares of the Common Stock. Furthermore, upon the initial election of a director to the Board, whether at an annual election or to fill a vacancy, an award consisting of 200 restricted shares of the Common Stock shall be made to such director. Additional Awards of restricted shares of Common Stock will be made to each Participant in the Plan, who continues on the Board, each year effective as of July 1st of such year in the following amounts:


Years Amount
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1995-1996 200
1997-1998 300
1999-2000 400
2001 and thereafter 500


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Section 6. Terms of the Awards


6.1 Registration


Each Award of restricted shares of Common Stock under the Plan shall be immediately registered on the transfer ledgers of the Company in the name of the Participant who receives the Award, subject to the other terms and conditions set forth in this Section 6.


6.2 Dividends


Each Participant shall have the right to receive all dividends and other distributions made with respect to restricted shares of Common Stock registered in his or her name, unless and until such shares are forfeited pursuant to the provisions of the Plan.


6.3 Voting Rights


Each Participant shall have the right to vote or execute proxies with respect to restricted shares of Common Stock registered in his or her name, unless and until such shares are forfeited pursuant to the provisions of the Plan.


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