exhibit_10-14.htm


    Exhibit
      10.14

     

     

     

     

     

    nFinanSe
      Inc. 

     

    (f/k/a
      Morgan Beaumont, Inc.)

     

    2007
      OMNIBUS EQUITY COMPENSATION PLAN

     

     

     

     

     

     

     

     

     

     

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    nFinanSe
      Inc.

     

    2007
      OMNIBUS EQUITY COMPENSATION PLAN

     

    The
      purpose of the nFinanSe Inc. 2007 Omnibus Equity Compensation Plan (the “Plan”)
      is to provide (i) employees of nFinanSe
      Inc., f/k/a Morgan Beaumont, Inc., (the “Company”) and its subsidiaries, (ii)
      certain consultants and advisors who perform services for the Company or its
      subsidiaries and (iii) non-employee members of the Board of Directors of the
      Company with the opportunity to receive grants of incentive stock options,
      nonqualified stock options, stock appreciation rights, stock awards, stock
      units
      and other stock-based awards. The Company believes that the Plan will encourage
      the participants to contribute materially to the growth of the Company, thereby
      benefitting the Company’s stockholders, and will align the economic interests of
      the participants with those of the stockholders. The Plan shall be effective
      as
      of March 1, 2007, subject to approval by the stockholders of the Company.


     

    The
      Morgan Beaumont, Inc. 2004 Amended
      Stock Incentive Plan
      (“2004
      Plan”) will be merged with and into this Plan as of the Effective Date, and no
      additional grants will be made thereafter under the 2004 Plan. Outstanding
      grants under the 2004 Plan will continue in effect according to their terms
      as
      in effect before the Plan merger (subject to such amendments as the Committee
      (as defined below) determines, consistent with the 2004 Plan, as applicable),
      and the shares with respect to outstanding grants under the 2004 Plan will
      be
      issued or transferred under this Plan.

     

    Section
      1.  Definitions

     

    The
      following terms shall have the meanings set forth below for purposes of the
      Plan:

     

    (a)  “Board”
      shall mean the Board of Directors of the Company.

     

    (b)  “Cause”
      shall mean, except to the extent specified otherwise by the Committee, a finding
      by the Committee that the Grantee (i) has breached his or her employment or
      service contract with the Employer, (ii) has engaged in disloyalty to the
      Employer, including, without limitation, fraud, embezzlement, theft, commission
      of a felony or proven dishonesty, (iii) has disclosed trade secrets or
      confidential information of the Employer to persons not entitled to receive
      such
      information, (iv) has breached any written non-competition, non-solicitation
      or
      confidentiality agreement between the Grantee and the Employer or (v) has
      engaged in such other behavior detrimental to the interests of the Employer
      as
      the Committee determines.

     

    (c)  “Change
      of Control” shall be deemed to have occurred if:

     

    (i)  Any
      “person” (as such term is used in sections 13(d) and 14(d) of the Exchange Act)
      becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
      directly or indirectly, of securities of the Company representing more than
      50%
      of the voting power of the then outstanding securities of the Company; provided
      that a Change of 

     


    
      
        
        

      

      
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    Control
      shall not be deemed to occur as a result of a transaction in which the Company
      becomes a subsidiary of another corporation and in which the stockholders of
      the
      Company, immediately prior to the transaction, will beneficially own,
      immediately after the transaction, shares entitling such stockholders to more
      than 50% of all votes to which all stockholders of the parent corporation would
      be entitled in the election of directors.

     

    (ii)  The
      consummation of (A) a merger or consolidation of the Company with another
      corporation where the stockholders of the Company, immediately prior to the
      merger or consolidation, will not beneficially own, immediately after the merger
      or consolidation, shares entitling such stockholders to more than 50% of all
      votes to which all stockholders of the surviving corporation would be entitled
      in the election of directors, or where the members of the Board, immediately
      prior to the merger or consolidation, would not, immediately after the merger
      or
      consolidation, constitute a majority of the board of directors of the surviving
      corporation, (B) a sale or other disposition of all or substantially all of
      the
      assets of the Company, or (C) a liquidation or dissolution of the
      Company.

     

    (d)  “Code”
      shall mean the Internal Revenue Code of 1986, as amended.

     

    (e)  “Committee”
      shall mean the committee, consisting of members of the Board, designated by
      the
      Board to administer the Plan.

     

    (f)  “Company”
      shall mean nFinanSe Inc. and shall include its successors.

     

    (g)  “Company
      Stock” shall mean common stock of the Company.

     

    (h)  “Disability”
      or “Disabled” shall mean a Grantee’s becoming disabled within the meaning of
      section 22(e)(3) of the Code, within the meaning of the Employer’s long-term
      disability plan applicable to the Grantee or as otherwise determined by the
      Committee.

     

    (i)  “Dividend
      Equivalent” shall mean an amount determined by multiplying the number of shares
      of Company Stock subject to a Grant by the per-share cash dividend paid by
      the
      Company on its outstanding Company Stock, or the per-share fair market value
      (as
      determined by the Committee) of any dividend paid on its outstanding Company
      Stock in consideration other than cash.

     

    (j)  “Effective
      Date” shall mean March 1, 2007, subject to stockholder approval of the
      Plan.

     

    (k)  “Employee”
      shall mean an employee of the Company or a subsidiary of the
      Company.

     

    (l)  “Employed
      by, or providing service to, the Employer” shall mean employment or service as
      an Employee, Key Advisor or member of the Board (so that, for purposes of
      exercising Options and SARs and satisfying conditions with respect to Stock
      Awards and Performance Units, a Grantee shall not be considered to have
      terminated employment or 

     


    
      
        
        

      

      
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    service
      until the Grantee ceases to be both an Employee, Key Advisor and member of
      the
      Board).

     

    (m)  “Employer”
      shall mean the Company and each of its subsidiaries.

     

    (n)  “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended.

     

    (o)  “Exercise
      Price” shall mean the purchase price of Company Stock subject to an
      Option.

     

    (p)  “Fair
      Market Value” shall mean:

     

    (i)  If
      the
      Company Stock is publicly traded, then the Fair Market Value per share shall
      be
      determined as follows: (A) if the principal trading market for the Company
      Stock
      is a national securities exchange or Nasdaq, the last reported sale price
      thereof on the relevant date or (if there were no trades on that date) the
      latest preceding date upon which a sale was reported, or (B) if the Company
      Stock is not principally traded on any such exchange or on Nasdaq, the last
      reported sale price of a share of Company Stock on the relevant date, as
      reported by the OTC Bulletin Board or, if shares are not reported on the OTC
      Bulletin Board, as determined by the Committee through any reasonable valuation
      method authorized under the Code. 

     

    (ii)  If
      the
      Company Stock is not publicly traded or, if publicly traded, is not subject
      to
      reported transactions as set forth above, the Fair Market Value per share shall
      be as determined by the Committee through any reasonable valuation method
      authorized under the Code.

     

    (q)  “Grant”
      shall mean a grant of Options, SARs, Stock Awards, Stock Units or Other
      Stock-Based Awards under the Plan.

     

    (r)  “Grant
      Instrument” shall mean the agreement that sets forth the terms of a Grant,
      including any amendments.

     

    (s)  “Grantee”
      shall mean an Employee, Key Advisor or Non-Employee Director who receives a
      Grant under the Plan.

     

    (t)  “Incentive
      Stock Option” shall mean an option to purchase Company Stock that is intended to
      meet the requirements of section 422 of the Code.

     

    (u)  “Key
      Advisor” shall mean a consultant or advisor of an Employer. 

     

    (v)  “Non-Employee
      Director” shall mean a member of the Board who is not an Employee.

     


    
      
        
        

      

      
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    (w)  “Nonqualified
      Stock Option” shall mean an option to purchase Company Stock that is not
      intended to meet the requirements of section 422 of the Code.

     

    (x)  “Option”
      shall mean an Incentive Stock Option or Nonqualified Stock Option granted under
      the Plan.

     

    (y)  “Other
      Stock-Based Award” shall mean any Grant based on, measured by or payable in
      Company Stock, as described in Section 10.

     

    (z)  “SAR”
      shall mean a stock appreciation right with respect to a share of Company
      Stock.

     

    (aa)  “Stock
      Award” shall mean an award of Company Stock, with or without
      restrictions.

     

    (bb)  “Stock
      Unit” shall mean a unit that represents a hypothetical share of Company
      Stock.

     

    Section
      2.  Administration

     

    (a)  Committee.
      The
      Plan shall be administered and interpreted by the Board or by a Committee
      appointed by the Board. The Committee, if applicable, should consist of two
      or
      more persons who are “outside directors” as defined under section 162(m) of the
      Code, and related Treasury regulations, and “non-employee directors” as defined
      under Rule 16b-3 under the Exchange Act. The Board shall approve and administer
      all grants made to Non-Employee Directors. The Committee may delegate authority
      to one or more subcommittees, as it deems appropriate. To the extent that the
      Board or a subcommittee administers the Plan, references in the Plan to the
      “Committee” shall be deemed to refer to the Board or such subcommittee. In the
      absence of a specific designation by the Board to the contrary, the Plan shall
      be administered by the Committee of the Board or any successor Board committee
      performing substantially the same functions.

     

    (b)  Committee
      Authority.
      The
      Committee shall have the sole authority to (i) determine the individuals to
      whom
      grants shall be made under the Plan, (ii) determine the type, size and terms
      of
      the grants to be made to each such individual, (iii) determine the time when
      the
      grants will be made and the duration of any applicable exercise or restriction
      period, including the criteria for exercisability and the acceleration of
      exercisability, (iv) amend the terms of any previously issued grant, subject
      to
      the provisions of Section 18 below, and (v) deal with any other matters arising
      under the Plan.

     


    
      
        
        

      

      
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    (c)  Committee
      Determinations.
      The
      Committee shall have full power and express discretionary authority to
      administer and interpret the Plan, to make factual determinations and to adopt
      or amend such rules, regulations, agreements and instruments for implementing
      the Plan and for the conduct of its business as it deems necessary or advisable,
      in its sole discretion. The Committee’s interpretations of the Plan and all
      determinations made by the Committee pursuant to the powers vested in it
      hereunder shall be conclusive and binding on all persons having any interest
      in
      the Plan or in any awards granted hereunder. All powers of the Committee shall
      be executed in its sole discretion, in the best interest of the Company, not
      as
      a fiduciary, and in keeping with the objectives of the Plan and need not be
      uniform as to similarly situated individuals.

     

    Section
      3.  Grants

     

    Awards
      under the Plan may consist of grants of Options as described in Section 6,
      Stock
      Awards as described in Section 7, Stock Units as described in Section 8, SARs
      as
      described in Section 9 and Other Stock-Based Awards as described in Section
      10.
      All Grants shall be subject to the terms and conditions set forth herein and
      to
      such other terms and conditions consistent with this Plan as the Committee
      deems
      appropriate and as are specified in writing by the Committee to the individual
      in the Grant Instrument. All Grants shall be made conditional upon the Grantee’s
      acknowledgement, in writing or by acceptance of the Grant, that all decisions
      and determinations of the Committee shall be final and binding on the Grantee,
      his or her beneficiaries and any other person having or claiming an interest
      under such Grant. Grants under a particular Section of the Plan need not be
      uniform as among the Grantees.

     

    Section
      4.  Shares
      Subject to the Plan

     

    (a)  Shares
      Authorized.
      Subject
      to adjustment as described below, the aggregate number of shares of Company
      Stock that may be issued or transferred under the Plan is 2.3
      million shares,
      plus a number of shares equal to the number of shares subject to outstanding
      grants under
      the
      2004 Plan as of the Effective Date. Shares
      issued or transferred under the Plan may be authorized but unissued shares
      of
      Company Stock or reacquired shares of Company Stock, including shares purchased
      by the Company on the open market for purposes of the Plan. If and to the extent
      Options or SARs granted under the Plan (including
      options outstanding under the 2004 Plan) terminate,
      expire or are canceled, forfeited, exchanged or surrendered without having
      been
      exercised or if any Stock Awards (including
      stock awards outstanding under the 2004 Stock Plan),
      Stock
      Units or Other Stock-Based Awards are forfeited, terminated or otherwise not
      paid in full, the shares subject to such Grants shall again be available for
      purposes of the Plan. Shares
      of
      Company Stock surrendered in payment of the Exercise Price of an Option or
      withheld for purposes of satisfying the Company’s minimum tax withholding
      obligations with respect to Grants under the Plan shall again be available
      for
      issuance or transfer under the Plan. 

     


    
      
        
        

      

      
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    (b)  Individual
      Limits.
      All
      Grants under the Plan shall be expressed in shares of Stock. The maximum
      aggregate number of shares of Company Stock that shall be subject to Grants
      made
      under the Plan to any individual during any calendar year shall be 1,000,000
      shares, subject to adjustment as described below. 

     

    (c)  Adjustments.
      If
      there
      is any change in the number or kind of shares of Company Stock outstanding
      (i)
      by reason of a stock dividend, spinoff, recapitalization, stock split, or
      combination or exchange of shares, (ii) by reason of a merger, reorganization
      or
      consolidation, (iii) by reason of a reclassification or change in par value,
      or
      (iv) by reason of any other extraordinary or unusual event affecting the
      outstanding Company Stock as a class without the Company’s receipt of
      consideration, or if the value of outstanding shares of Company Stock is
      substantially reduced as a result of a spinoff or the Company’s payment of an
      extraordinary dividend or distribution, the maximum number of shares of Company
      Stock available for issuance under the Plan, the maximum number of shares of
      Company Stock for which any individual may receive Grants in any year, the
      kind
      and number of shares covered by outstanding Grants, the kind and number of
      shares issued and to be issued under the Plan, and the price per share or the
      applicable market value of such Grants shall be equitably adjusted by the
      Committee, in such manner as the Committee deems appropriate, to reflect any
      increase or decrease in the number of, or change in the kind or value of, the
      issued shares of Company Stock to preclude, to the extent practicable, the
      enlargement or dilution of rights and benefits under the Plan and such
      outstanding Grants; provided, however, that any fractional shares resulting
      from
      such adjustment shall be eliminated. In the event of a Change in Control of
      the
      Company, the provisions of Section 16 of the Plan shall apply. Any adjustments
      to outstanding Grants shall be consistent with section 409A or 422 of the Code,
      to the extent applicable. Any adjustments determined by the Committee shall
      be
      final, binding and conclusive.

     

    Section
      5.  Eligibility
      for Participation

     

    (a)  Eligible
      Persons.
      All
      Employees (including, for all purposes of the Plan, an Employee who is a member
      of the Board) and Non-Employee Directors shall be eligible to participate in
      the
      Plan. Key Advisors shall be eligible to participate in the Plan if the Key
      Advisors render bona fide services to the Employer, the services are not in
      connection with the offer and sale of securities in a capital-raising
      transaction and the Key Advisors do not directly or indirectly promote or
      maintain a market for the Company’s securities.

     

    (b)  Selection
      of Grantees.
      The
      Committee shall select the Employees, Non-Employee Directors and Key Advisors
      to
      receive Grants and shall determine the number of shares of Company Stock subject
      to a particular Grant in such manner as the Committee determines. 

     


    
      
        
        

      

      
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    Section
      6.  Options

     

    The
      Committee may grant Options to an Employee, Non-Employee Director or Key
      Advisor, upon such terms as the Committee deems appropriate. The following
      provisions are applicable to Options:

     

    (a)  Number
      of Shares.
      The
      Committee shall determine the number of shares of Company Stock that will be
      subject to each Grant of Options to Employees, Non-Employee Directors and Key
      Advisors.

     

    (b)  Type
      of Option and Price.

     

    (i)  The
      Committee may grant Incentive Stock Options or Nonqualified Stock Options or
      any
      combination of the two, all in accordance with the terms and conditions set
      forth herein. Incentive Stock Options may be granted only to employees of the
      Company or its parent or subsidiary corporations, as defined in section 424
      of
      the Code. Nonqualified Stock Options may be granted to Employees, Key Advisors
      and Non-Employee Directors.

     

    (ii)  The
      Exercise Price of Company Stock subject to an Option shall be determined by
      the
      Committee and shall be equal to or greater than the Fair Market Value of a
      share
      of Company Stock on the date the Option is granted; provided, however, that
      an
      Incentive Stock Option may not be granted to an Employee who, at the time of
      grant, owns stock possessing more than 10% of the total combined voting power
      of
      all classes of stock of the Company, or any parent or subsidiary corporation
      of
      the Company, as defined in section 424 of the Code, unless the Exercise Price
      per share is not less than 110% of the Fair Market Value of a share of Company
      Stock on the date of grant.

     

    (c)  Option
      Term.
      The
      Committee shall determine the term of each Option. The term of any Option shall
      not exceed ten years from the date of grant. However, an Incentive Stock Option
      that is granted to an Employee who, at the time of grant, owns stock possessing
      more than 10% of the total combined voting power of all classes of stock of
      the
      Company, or any parent or subsidiary corporation of the Company, as defined
      in
      section 424 of the Code, may not have a term that exceeds five years from the
      date of grant.

     

    (d)  Exercisability
      of Options.
      Options
      shall become exercisable in accordance with such terms and conditions,
      consistent with the Plan, as may be determined by the Committee and specified
      in
      the Grant Instrument. The Committee may accelerate the exercisability of any
      or
      all outstanding Options at any time for any reason. Notwithstanding any
      provision to the contrary herein, in
      the
      event a Grantee ceases to be employed by, or provide service to, the Employer
      by
      reason of death or Disability, all of the Grantee’s Options shall become vested
      and exercisable in full at the time of such cessation of employment or service.
      

     


    
      
        
        

      

      
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    (e)  Grants
      to Non-Exempt Employees.
      Notwithstanding the foregoing, Options granted to persons who are non-exempt
      employees under the Fair Labor Standards Act of 1938, as amended, may not be
      exercisable for at least six months after the date of grant (except that such
      Options may become exercisable, as determined by the Committee, upon the
      Grantee’s death, Disability or retirement, or upon a Change of Control or other
      circumstances permitted by applicable regulations).

     

    (f)  Termination
      of Employment, Disability or Death.

     

    (i)  Except
      as
      provided below, an Option may only be exercised while the Grantee is employed
      by, or providing service to, the Employer as an Employee, Key Advisor or member
      of the Board. 

     

    (ii)  In
      the
      event that a Grantee ceases to be employed by, or provide service to, the
      Employer for any reason other than Disability, death or termination for Cause,
      any Option which is otherwise exercisable by the Grantee shall terminate unless
      exercised within 90 days after the date on which the Grantee ceases to be
      employed by, or provide service to, the Employer (or within such other period
      of
      time as may be specified by the Committee), but in any event no later than
      the
      date of expiration of the Option term. Except as otherwise provided by the
      Committee, any of the Grantee’s Options that are not otherwise exercisable as of
      the date on which the Grantee ceases to be employed by, or provide service
      to,
      the Employer shall terminate as of such date.

     

    (iii)  In
      the
      event the Grantee ceases to be employed by, or provide service to, the Company
      on account of a termination for Cause by the Employer, any Option held by the
      Grantee shall terminate as of the date the Grantee ceases to be employed by,
      or
      provide service to, the Employer. In addition, notwithstanding any other
      provisions of this Section 6, if the Committee determines that the Grantee
      has
      engaged in conduct that constitutes Cause at any time while the Grantee is
      employed by, or providing service to, the Employer or after the Grantee’s
      termination of employment or service, any Option held by the Grantee shall
      immediately terminate and the Grantee shall automatically forfeit all shares
      underlying any exercised portion of an Option for which the Company has not
      yet
      delivered the share certificates, upon refund by the Company of the Exercise
      Price paid by the Grantee for such shares. Upon any exercise of an Option,
      the
      Company may withhold delivery of share certificates pending resolution of an
      inquiry that could lead to a finding resulting in a forfeiture.

     

    (iv)  In
      the
      event the Grantee ceases to be employed by, or provide service to, the Employer
      because the Grantee is Disabled, any Option which is otherwise exercisable
      by
      the Grantee shall terminate unless exercised within one year after the date
      on
      which the Grantee ceases to be employed by, or provide service to, the Employer
      (or within such other period of time as may be specified by the Committee),
      but
      in any event no later than the date of expiration of the Option term.


     


    
      
        
        

      

      
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    (v)  If
      the
      Grantee dies while employed by, or providing service to, the Employer or within
      90 days after the date on which the Grantee ceases to be employed or provide
      service on account of a termination specified in Section 6(e)(ii) above (or
      within such other period of time as may be specified by the Committee), any
      Option that is otherwise exercisable by the Grantee shall terminate unless
      exercised within one year after the date on which the Grantee ceases to be
      employed by, or provide service to, the Employer (or within such other period
      of
      time as may be specified by the Committee), but in any event no later than
      the
      date of expiration of the Option term. 

     

    (g)  Exercise
      of Options.
      A
      Grantee may exercise an Option that has become exercisable, in whole or in
      part,
      by delivering a notice of exercise to the Company. The Grantee shall pay the
      Exercise Price for an Option as specified by the Committee (i) in cash, (ii)
      unless the Committee determines otherwise, by delivering shares of Company
      Stock
      owned by the Grantee and having a Fair Market Value on the date of exercise
      at
      least equal to the Exercise Price or by attestation (on a form prescribed by
      the
      Committee) to ownership of shares of Company Stock having a Fair Market Value
      on
      the date of exercise at least equal to the Exercise Price, (iii) by payment
      through a broker in accordance with procedures permitted by Regulation T of
      the
      Federal Reserve Board, or (iv) by such other method as the Committee may
      approve. Shares of Company Stock used to exercise an Option shall have been
      held
      by the Grantee for the requisite period of time necessary to avoid adverse
      accounting consequences to the Company with respect to the Option. Payment
      for
      the shares to be issued or transferred pursuant to the Option, and any required
      withholding taxes, must be received by the Company by the time specified by
      the
      Committee depending on the type of payment being made, but in all cases prior
      to
      the issuance or transfer of such shares.

     

    (h)  Limits
      on Incentive Stock Options.
      Each
      Incentive Stock Option shall provide that, if the aggregate Fair Market Value
      of
      the Company Stock on the date of the grant with respect to which Incentive
      Stock
      Options are exercisable for the first time by a Grantee during any calendar
      year, under the Plan or any other stock option plan of the Company or a parent
      or subsidiary, exceeds $100,000, then the Option, as to the excess, shall be
      treated as a Nonqualified Stock Option. An Incentive Stock Option shall not
      be
      granted to any person who is not an Employee of the Company or a parent or
      subsidiary corporation (within the meaning of section 424(f) of the Code) of
      the
      Company.

     

    Section
      7.  Stock
      Awards

     

    The
      Committee may issue or transfer shares of Company Stock to an Employee, Key
      Advisor or Non-Employee Director under a Stock Award, upon such terms as the
      Committee deems appropriate. The following provisions are applicable to Stock
      Awards:

     


    
      
        
        

      

      
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    (a)  General
      Requirements.
      Shares
      of Company Stock issued or transferred pursuant to Stock Awards may be issued
      or
      transferred for consideration or for no consideration, and subject to
      restrictions or no restrictions, as determined by the Committee. The Committee
      may, but shall not be required to, establish conditions under which restrictions
      on Stock Awards shall lapse over a period of time or according to such other
      criteria as the Committee deems appropriate, including, without limitation,
      restrictions based upon the achievement of specific performance goals. The
      period of time during which the Stock Awards will remain subject to restrictions
      will be designated in the Grant Instrument as the “Restriction
      Period.”

     

    (b)  Number
      of Shares.
      The
      Committee shall determine the number of shares of Company Stock to be issued
      or
      transferred pursuant to a Stock Award and the restrictions applicable to such
      shares.

     

    (c)  Requirement
      of Employment or Service.
      If the
      Grantee ceases to be employed by, or provide service to, the Employer during
      a
      period designated in the Grant Instrument as the Restriction Period, or if
      other
      specified conditions are not met, the Stock Award shall terminate as to all
      shares covered by the Grant as to which the restrictions have not lapsed, and
      those shares of Company Stock must be immediately returned to the Company.
      The
      Committee may, however, provide for complete or partial exceptions to this
      requirement as it deems appropriate.

     

    (d)  Restrictions
      on Transfer and Legend on Stock Certificate.
      During
      the Restriction Period, a Grantee may not sell, assign, transfer, pledge or
      otherwise dispose of the shares of a Stock Award except under Section 15(a)
      below. Unless otherwise determined by the Committee, the Company will retain
      possession of certificates for shares of Stock Awards until all restrictions
      on
      such shares have lapsed. Each certificate for a Stock Award, unless held by
      the
      Company, shall contain a legend giving appropriate notice of the restrictions
      in
      the Grant. The Grantee shall be entitled to have the legend removed from the
      stock certificate covering the shares subject to restrictions when all
      restrictions on such shares have lapsed. The Committee may determine that the
      Company will not issue certificates for Stock Awards until all restrictions
      on
      such shares have lapsed. 

     

    (e)  Right
      to Vote and to Receive Dividends.
      Unless
      the Committee determines otherwise, during the Restriction Period, the Grantee
      shall have the right to vote shares of Stock Awards and to receive any dividends
      or other distributions paid on such shares, subject to any restrictions deemed
      appropriate by the Committee, including, without limitation, the achievement
      of
      specific performance goals.

     

    (f)  Lapse
      of Restrictions.
      All
      restrictions imposed on Stock Awards shall lapse upon the expiration of the
      applicable Restriction Period and the satisfaction of all conditions, if any,
      imposed by the Committee. The Committee may determine, as to any or all Stock
      Awards, that the restrictions shall lapse without regard to any Restriction
      Period.

     


    
      
        
        

      

      
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    Section
      8.  Stock
      Units

     

    The
      Committee may grant Stock Units, each of which shall represent one hypothetical
      share of Company Stock, to an Employee, Key Advisor or Non-Employee Director,
      upon such terms and conditions as the Committee deems appropriate. The following
      provisions are applicable to Stock Units:

     

    (a)  Crediting
      of Units.
      Each
      Stock Unit shall represent the right of the Grantee to receive a share of
      Company Stock or an amount of cash based on the value of a share of Company
      Stock, if and when specified conditions are met. All Stock Units shall be
      credited to bookkeeping accounts established on the Company’s records for
      purposes of the Plan. 

     

    (b)  Terms
      of Stock Units.
      The
      Committee may grant Stock Units that are payable if specified performance goals
      or other conditions are met, or under other circumstances. Stock Units may
      be
      paid at the end of a specified performance period or other period, or payment
      may be deferred to a date authorized by the Committee. The Committee shall
      determine the number of Stock Units to be granted and the requirements
      applicable to such Stock Units. 

     

    (c)  Requirement
      of Employment or Service.
      If the
      Grantee ceases to be employed by, or provide service to, the Employer prior
      to
      the vesting of Stock Units, or if other conditions established by the Committee
      are not met, the Grantee’s Stock Units shall be forfeited. The Committee may,
      however, provide for complete or partial exceptions to this requirement as
      it
      deems appropriate.

     

    (d)  Payment
      With Respect to Stock Units.
      Payments with respect to Stock Units shall be made in cash, Company Stock or
      any
      combination of the foregoing, as the Committee shall determine.

     

    Section
      9.  Stock
      Appreciation Rights

     

    The
      Committee may grant SARs to an Employee, Key Advisor or Non-Employee Director
      separately or in tandem with any Option. The following provisions are applicable
      to SARs:

     

    (a)  General
      Requirements.
      The
      Committee may grant SARs to an Employee, Key Advisor or Non-Employee Director
      separately or in tandem with any Option (for all or a portion of the applicable
      Option). Tandem SARs may be granted either at the time the Option is granted
      or
      at any time thereafter while the Option remains outstanding; provided, however,
      that, in the case of an Incentive Stock Option, SARs may be granted only at
      the
      time of the Grant of the Incentive Stock Option. The Committee shall establish
      the base amount of the SAR at the time the SAR is granted. The base amount
      of
      each SAR shall be equal to the per share Exercise Price of the related Option
      or, if there is no related Option, an amount equal to or greater than the Fair
      Market Value of a share of Company Stock as of the date of Grant of the
      SAR.

     


    
      
        
        

      

      
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    (b)  Tandem
      SARs.
      In the
      case of tandem SARs, the number of SARs granted to a Grantee that shall be
      exercisable during a specified period shall not exceed the number of shares
      of
      Company Stock that the Grantee may purchase upon the exercise of the related
      Option during such period. Upon the exercise of an Option, the SARs relating
      to
      the Company Stock covered by such Option shall terminate. Upon the exercise
      of
      SARs, the related Option shall terminate to the extent of an equal number of
      shares of Company Stock.

     

    (c)  Exercisability.
      An SAR
      shall be exercisable during the period specified by the Committee in the Grant
      Instrument and shall be subject to such vesting and other restrictions as may
      be
      specified in the Grant Instrument. The Committee may accelerate the
      exercisability of any or all outstanding SARs at any time for any reason. SARs
      may only be exercised while the Grantee is employed by, or providing service
      to,
      the Employer or during the applicable period after termination of employment
      or
      service as described in Section 6(e) above. A tandem SAR shall be exercisable
      only during the period when the Option to which it is related is also
      exercisable.

     

    (d)  Grants
      to Non-Exempt Employees.
      Notwithstanding the foregoing, SARs granted to persons who are non-exempt
      employees under the Fair Labor Standards Act of 1938, as amended, may not be
      exercisable for at least six months after the date of grant (except that such
      SARs may become exercisable, as determined by the Committee, upon the Grantee’s
      death, Disability or retirement, or upon a Change of Control or other
      circumstances permitted by applicable regulations).

     

    (e)  Value
      of SARs.
      When a
      Grantee exercises SARs, the Grantee shall receive in settlement of such SARs
      an
      amount equal to the value of the stock appreciation for the number of SARs
      exercised. The stock appreciation for an SAR is the amount by which the Fair
      Market Value of the underlying Company Stock on the date of exercise of the
      SAR
      exceeds the base amount of the SAR as described in subsection (a).

     

    (f)  Form
      of Payment.
      The
      appreciation in an SAR shall be paid in shares of Company Stock, cash or any
      combination of the foregoing, as the Committee shall determine. For purposes
      of
      calculating the number of shares of Company Stock to be received, shares of
      Company Stock shall be valued at their Fair Market Value on the date of exercise
      of the SAR. 

     

    Section
      10.  Other
      Stock-Based Awards

     

    The
      Committee may grant Other Stock-Based Awards, which are awards (other than
      those
      described in Sections 6, 7, 8 and 9 of the Plan) that are based on or measured
      by Company Stock, to any Employee, Key Advisor or Non-Employee Director, on
      such
      terms and conditions as the Committee shall determine. Other Stock-Based Awards
      may be awarded subject to the achievement of performance goals or other
      conditions and may be payable in cash, Company Stock or any combination of
      the
      foregoing, as the Committee shall determine.

     


    
      
        
        

      

      
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    Section
      11.  Dividend
      Equivalents

     

    The
      Committee may grant Dividend Equivalents in connection Stock Units or Other
      Stock-Based Awards. Dividend Equivalents may be paid currently or accrued as
      contingent cash obligations and may be payable in cash or shares of Company
      Stock, and upon such terms as the Committee may establish, including, without
      limitation, the achievement of specific performance goals.

     

    Section
      12.  Qualified
      Performance-Based Compensation

     

    The
      Committee may determine that Stock Awards, Stock Units, Other Stock-Based Awards
      and Dividend Equivalents granted to an Employee shall be considered “qualified
      performance-based compensation” under section 162(m) of the Code. The following
      provisions shall apply to Grants of Stock Awards, Stock Units, Other Stock-Based
      Awards and Dividend Equivalents that are to be considered “qualified
      performance-based compensation” under section 162(m) of the Code: 

     

    (a)  Performance
      Goals.
      

     

    (i)  When
      Stock Awards, Stock Units, Other Stock-Based Awards or Dividend Equivalents
      that
      are to be considered “qualified performance-based compensation” are granted, the
      Committee shall establish in writing (A) the objective performance goals that
      must be met, (B) the performance period during which the performance will be
      measured, (C) the threshold, target and maximum amounts that may be paid if
      the
      performance goals are met, and (D) any other conditions that the Committee
      deems
      appropriate and consistent with the Plan and Section 162(m) of the Code.


     

    (ii)  The
      business criteria may relate to the Grantee’s business unit or the performance
      of the Company and its parents and subsidiaries as a whole, or any combination
      of the foregoing. The Committee shall use objectively determinable performance
      goals based on one or more of the following criteria: stock price, earnings
      per
      share, net earnings, operating earnings, earnings before income taxes, EBITDA
      (earnings before income tax expense, interest expense, and depreciation and
      amortization expense), return on assets, stockholder return, return on equity,
      growth in assets, unit volume, sales or market share, or strategic business
      criteria consisting of one or more objectives based on meeting specified revenue
      goals, market penetration goals, geographic business expansion goals, cost
      targets or goals relating to acquisitions or divestitures. 

     


    
      
        
        

      

      
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    (b)  Establishment
      of Goals.
      The
      Committee shall establish the performance goals in writing either before the
      beginning of the performance period or during a period ending no later than
      the
      earlier of (i) 90 days after the beginning of the performance period or (ii)
      the
      date on which 25% of the performance period has been completed, or such other
      date as may be required or permitted under applicable regulations under section
      162(m) of the Code. The performance goals shall satisfy the requirements for
      “qualified performance-based compensation,” including the requirement that the
      achievement of the goals be substantially uncertain at the time they are
      established and that the goals be established in such a way that a third party
      with knowledge of the relevant facts could determine whether and to what extent
      the performance goals have been met. The Committee shall not have discretion
      to
      increase the amount of compensation that is payable upon achievement of the
      designated performance goals.

     

    (c)  Announcement
      of Grants.
      The
      Committee shall certify and announce the results for each performance period
      to
      all Grantees after the announcement of the Company’s financial results for the
      performance period. If and to the extent that the Committee does not certify
      that the performance goals have been met, the grants of Stock Awards, Stock
      Units, Other Stock-Based Awards and Dividend Equivalents for the performance
      period shall be forfeited or shall not be made, as applicable. If Dividend
      Equivalents are granted as “qualified performance-based compensation” under
      section 162(m) of the Code, a Grantee may not accrue more than $1,000,000 of
      such Dividend Equivalents during any calendar year. 

     

    (d)  Death,
      Disability or Other Circumstances.
      The
      Committee may provide that Stock Awards, Stock Units, Other Stock-Based Awards
      and Dividend Equivalents shall be payable or restrictions on such Grants shall
      lapse, in whole or in part, in the event of the Grantee’s death or Disability
      during the performance period, or under other circumstances consistent with
      the
      Treasury regulations and rulings under section 162(m) of the Code.

     

    Section
      13.  Deferrals

     

    The
      Committee may permit or require a Grantee to defer receipt of the payment of
      cash or the delivery of shares that would otherwise be due to such Grantee
      in
      connection with any Stock Units or Other
      Stock-Based Awards.
      If any
      such deferral election is permitted or required, the Committee shall establish
      rules and procedures for such deferrals and may provide for interest or other
      earnings to be paid on such deferrals. The rules and procedures for any such
      deferrals shall be consistent with applicable requirements of section 409A
      of
      the Code.

     


    
      
        
        

      

      
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    Section
      14.  Withholding
      of Taxes

     

    (a)  Required
      Withholding.
      All
      Grants under the Plan shall be subject to applicable federal (including FICA),
      state and local tax withholding requirements. The Employer may require that
      the
      Grantee or other person receiving or exercising Grants pay to the Employer
      the
      amount of any federal, state or local taxes that the Employer is required to
      withhold with respect to such Grants, or the Employer may deduct from other
      wages and compensation paid by the Employer the amount of any withholding taxes
      due with respect to such Grants.

     

    (b)  Election
      to Withhold Shares.
      If the
      Committee so permits, a Grantee may elect to satisfy the Employer’s tax
      withholding obligation with respect to Grants paid in Company Stock by having
      shares withheld up to an amount that does not exceed the Grantee’s minimum
      applicable withholding tax rate for federal (including FICA), state and local
      tax liabilities. The election must be in a form and manner prescribed by the
      Committee and may be subject to the prior approval of the
      Committee.

     

    Section
      15.  Transferability
      of Grants

     

    (a)  Nontransferability
      of Grants.
      Except
      as provided below, only the Grantee may exercise rights under a Grant during
      the
      Grantee’s lifetime. A Grantee may not transfer those rights except (i) by will
      or by the laws of descent and distribution or (ii) with respect to Grants other
      than Incentive Stock Options, pursuant to a domestic relations order. When
      a
      Grantee dies, the personal representative or other person entitled to succeed
      to
      the rights of the Grantee may exercise such rights. Any such successor must
      furnish proof satisfactory to the Company of his or her right to receive the
      Grant under the Grantee’s will or under the applicable laws of descent and
      distribution.

     

    (b)  Transfer
      of Nonqualified Stock Options.
      Notwithstanding the foregoing, the Committee may provide, in a Grant Instrument,
      that a Grantee may transfer Nonqualified Stock Options to family members, or
      one
      or more trusts or other entities for the benefit of or owned by family members,
      consistent with the applicable securities laws, according to such terms as
      the
      Committee may determine; provided that the Grantee receives no consideration
      for
      the transfer of an Option and the transferred Option shall continue to be
      subject to the same terms and conditions as were applicable to the Option
      immediately before the transfer.

     

    Section
      16.  Consequences
      of a Change of Control

     

    (a)  Notice
      and Acceleration.
      Unless
      the Committee determines otherwise, effective upon the date of the Change of
      Control, (i) all outstanding Options and SARs shall automatically accelerate
      and
      become fully exercisable, (ii) the restrictions and conditions on all
      outstanding Stock Awards shall immediately lapse, and (iii) all Stock Units,
      Other Stock-Based Awards and Dividend Equivalents shall become fully vested
      and
      shall be paid at their target values, or in such greater amounts as the
      Committee may determine.

     


    
      
        
        

      

      
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    (b)  Other
      Alternatives.
      Notwithstanding the foregoing, in the event of a Change of Control, the
      Committee may take one or more of the following actions with respect to any
      or
      all outstanding Grants: the Committee may (i) require that Grantees surrender
      their outstanding Options and SARs in exchange for one or more payments by
      the
      Company, in cash or Company Stock as determined by the Committee, in an amount
      equal to the amount by which the then Fair Market Value of the shares of Company
      Stock subject to the Grantee’s unexercised Options and SARs exceeds the Exercise
      Price of the Options or the base amount of the SARs, as applicable, (ii) after
      giving Grantees an opportunity to exercise their outstanding Options and SARs,
      terminate any or all unexercised Options and SARs at such time as the Committee
      deems appropriate, or (iii) determine that outstanding Options and SARs that
      are
      not exercised shall be assumed by, or replaced with comparable options or rights
      by, the surviving corporation, (or a parent or subsidiary of the surviving
      corporation), and other outstanding Grants that remain in effect after the
      Change of Control shall be converted to similar grants of the surviving
      corporation (or a parent or subsidiary of the surviving corporation). Such
      surrender or termination shall take place as of the date of the Change of
      Control or such other date as the Committee may specify.

     

    Section
      17.  Requirements
      for Issuance or Transfer of Shares

     

    No
      Company Stock shall be issued or transferred in connection with any Grant
      hereunder unless and until all legal requirements applicable to the issuance
      or
      transfer of such Company Stock have been complied with to the satisfaction
      of
      the Committee. The Committee shall have the right to condition any Grant on
      the
      Grantee’s undertaking in writing to comply with such restrictions on his or her
      subsequent disposition of the shares of Company Stock as the Committee shall
      deem necessary or advisable, and certificates representing such shares may
      be
      legended to reflect any such restrictions. Certificates representing shares
      of
      Company Stock issued or transferred under the Plan may be subject to such
      stop-transfer orders and other restrictions as the Committee deems appropriate
      to comply with applicable laws, regulations and interpretations, including
      any
      requirement that a legend be placed thereon.

     

    Section
      18.  Amendment
      and Termination of the Plan

     

    (a)  Amendment.
      The
      Board may amend or terminate the Plan at any time; provided, however, that
      the
      Board shall not amend the Plan without stockholder approval if such approval
      is
      required in order to comply with the Code or other applicable law, or to comply
      with applicable stock exchange requirements.

     

    (b)  No
      Repricing Without Stockholder Approval.
      Notwithstanding anything in the Plan to the contrary, the Committee may not
      reprice Options, nor may the Board amend the Plan to permit repricing of
      Options, unless the stockholders of the Company provide prior approval for
      such
      repricing. An adjustment to an Option pursuant to Section 4(c) above shall
      not
      constitute a repricing of the Option.] [Please confirm that this complies with
      the Company’s intent.

     


    
      
        
        

      

      
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    (c)  Stockholder
      Re-Approval Requirement.
      If
      Stock Awards, Stock Units, Other Stock-Based Awards or Dividend Equivalents
      are
      granted as “qualified performance-based compensation” under Section 12 above,
      the Plan must be reapproved by the stockholders no later than the first
      stockholders meeting that occurs in the fifth year following the year in which
      the stockholders previously approved the provisions of Section 12, if required
      by section 162(m) of the Code or the regulations thereunder.

     

    (d)  Termination
      of Plan.
      The
      Plan shall terminate on the day immediately preceding the tenth anniversary
      of
      its effective date, unless the Plan is terminated earlier by the Board or is
      extended by the Board with the approval of the stockholders.

     

    (e)  Termination
      and Amendment of Outstanding Grants.
      A
      termination or amendment of the Plan that occurs after a Grant is made shall
      not
      materially impair the rights of a Grantee unless the Grantee consents or unless
      the Committee acts under Section 19(f) below. The termination of the Plan shall
      not impair the power and authority of the Committee with respect to an
      outstanding Grant. Whether or not the Plan has terminated, an outstanding Grant
      may be terminated or amended under Section 19(f) below or may be amended by
      agreement of the Company and the Grantee consistent with the Plan.

     

    Section
      19.  Miscellaneous

     

    (a)  Grants
      in Connection with Corporate Transactions and Otherwise.
      Nothing
      contained in the Plan shall be construed to (i) limit the right of the Committee
      to make Grants under the Plan in connection with the acquisition, by purchase,
      lease, merger, consolidation or otherwise, of the business or assets of any
      corporation, firm or association, including Grants to employees thereof who
      become Employees, or (ii) limit the right of the Company to grant stock options
      or make other awards outside of the Plan. The Committee may make a Grant to
      an
      employee of another corporation who becomes an Employee by reason of a corporate
      merger, consolidation, acquisition of stock or property, reorganization or
      liquidation involving the Company, in substitution for a stock option or stock
      awards grant made by such corporation. Notwithstanding anything in the Plan
      to
      the contrary, the Committee may establish such terms and conditions of the
      new
      Grants as it deems appropriate, including setting the Exercise Price of Options
      or the base price of SARs at a price necessary to retain for the Grantee the
      same economic value as the prior options or rights.

     

    (b)  Governing
      Document.
      The
      Plan shall be the controlling document. No other statements, representations,
      explanatory materials or examples, oral or written, may amend the Plan in any
      manner. The Plan shall be binding upon and enforceable against the Company
      and
      its successors and assigns.

     


    
      
        
        

      

      
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    (c)  Funding
      of the Plan.
      The
      Plan shall be unfunded. The Company shall not be required to establish any
      special or separate fund or to make any other segregation of assets to assure
      the payment of any Grants under the Plan.

     

    (d)  Rights
      of Grantees.
      Nothing
      in the Plan shall entitle any Employee, Key Advisor, Non-Employee Director
      or
      other person to any claim or right to be granted a Grant under the Plan. Neither
      the Plan nor any action taken hereunder shall be construed as giving any
      individual any rights to be retained by or in the employ of the Employer or
      any
      other employment rights.

     

    (e)  No
      Fractional Shares.
      No
      fractional shares of Company Stock shall be issued or delivered pursuant to
      the
      Plan or any Grant. Except as otherwise provided under the Plan, the Committee
      shall determine whether cash, other awards or other property shall be issued
      or
      paid in lieu of such fractional shares or whether such fractional shares or
      any
      rights thereto shall be forfeited or otherwise eliminated.

     

    (f)  Compliance
      with Law.
      The
      Plan, the exercise of Options and SARs and the obligations of the Company to
      issue or transfer shares of Company Stock under Grants shall be subject to
      all
      applicable laws and regulations, and to approvals by any governmental or
      regulatory agency as may be required. With respect to persons subject to section
      16 of the Exchange Act, it is the intent of the Company that the Plan and all
      transactions under the Plan comply with all applicable provisions of Rule 16b-3
      or its successors under the Exchange Act. In addition, it is the intent of
      the
      Company that Incentive Stock Options comply with the applicable provisions
      of
      section 422 of the Code, that Grants of “qualified performance-based
      compensation” comply with the applicable provisions of section 162(m) of the
      Code and that, to the extent applicable, Grants comply with the requirements
      of
      section 409A of the Code. To the extent that any legal requirement of section
      16
      of the Exchange Act or section 422, 162(m) or 409A of the Code as set forth
      in
      the Plan ceases to be required under section 16 of the Exchange Act or section
      422, 162(m) or 409A of the Code, that Plan provision shall cease to apply.
      The
      Committee may revoke any Grant if it is contrary to law or modify a Grant to
      bring it into compliance with any valid and mandatory government regulation.
      

     

    (g)  Employees
      Subject to Taxation Outside the United States.
      With
      respect to Grantees who are believed by the Committee to be subject to taxation
      in countries other than the United States, the Committee may make Grants on
      such
      terms and conditions, consistent with the Plan, as the Committee deems
      appropriate to comply with the laws of the applicable countries, and the
      Committee may create such procedures, addenda and subplans and make such
      modifications as may be necessary or advisable to comply with such
      laws.

     

    (h)  Governing
      Law.
      The
      validity, construction, interpretation and effect of the Plan and Grant
      Instruments issued under the Plan shall be governed and construed by and
      determined in accordance with the laws of the State of Nevada, without giving
      effect to the conflict of laws provisions thereof.

     

     

    
      
         

      

      
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