Exhibit 10.16
 STOCK APPRECIATION RIGHT CERTIFICATE
 
 Grantee:Shares Subject to SAR:Base Amount Per Share:
    
    $Date of Grant:Term of SAR:
    
    10 years
    ICG Group, Inc.Walter W. Buckley, III

Chief Executive OfficerPhilip A. Rooney, Witness
 Vesting
 a.
    
    25% of the Shares covered by the SAR will vest on
 _____, if you are an Employee (as
defined in the Plan), Non-Management Director (as defined in the Plan), or Consultant (as
defined in the Plan) of the Company (as defined in the Plan) at that time.
 b.
    
    Following the date in Section 1.a., 2.083% of the Shares covered by the SAR will vest on
the
 _____ 
day of each month that you are an Employee, Non-Management Director, or
Consultant of the Company (i.e., equal monthly vesting over the next 36 months).
 2.
    
    Term; Termination of the SAR. This SAR will terminate on the occurrence of the
earliest to occur of the following dates:
 a.
    
    Term of SAR. The SAR terminates ten (10) years from the Date of Grant, or upon the
liquidation of the Company, if earlier. If you have not fully exercised the SAR prior to
that date, you will not be permitted to exercise, and will forfeit any remaining portion of,
the SAR. The SAR will also expire and be forfeited at such times and in such circumstances
as otherwise provided in this Certificate or under the Plan.
 b.
    
    Termination on Death. If you cease to be employed by, or provide service to, the
Company (Termination of Service) on account of your death, the vested portion of the SAR
shall terminate unless exercised within the earlier of (i) the one (1) year period after you
incur a Termination of Service, or (ii) the term of the SAR. Any unvested portion of the SAR
will terminate and be forfeited on the date you incur the Termination of Service.
 c.
    
    Termination on Disability. If you have a Termination of Service on account of you
incurring a Disability (as defined below), the vested portion of the SAR shall terminate
unless exercised within the earlier of (i) the one (1) year period after you incur such
Termination of Service, or (ii) the term of the SAR. Any unvested portion of the SAR will
terminate and be forfeited on the date in which you incur the Termination of Service. For
purposes of this Paragraph 2(c), Disability shall mean you becoming disabled within the
meaning of section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the Code).
 d.
    
    Termination on Retirement. If you incur a Termination of Service on account of
your Retirement (as defined below), the vested portion of the SAR shall terminate unless
exercised within the earlier of (i) the one (1) year period after you incur such Termination
of Service, or (ii) the term of the SAR. Any unvested portion of the SAR will terminate and
be forfeited on the date in which you incur the Termination of Service. For purposes of this
Paragraph 2(d), Retirement shall mean your Termination of Service with the consent of ICG
after the attainment of age 55.
 e.
    
    Termination for Cause. If you incur a Termination of Service on account of a
termination for Cause (as defined below), the SAR will immediately terminate on the date of
such Termination of Service and you will forfeit all shares of ICG common stock that you
would have been entitled to receive upon exercise of the SAR (as described in Paragraph 3(b)
below) for which ICG has not delivered share certificates. For purposes of this Paragraph
2(e) and for Paragraph 2(f) below, Cause shall mean a finding by the Committee that (i) you
have breached your employment, service, noncompetition, nonsolicitation or other similar
contract with the Company; (ii) you have been engaged in disloyalty to the Company,
including, without limitation, fraud, embezzlement, theft, commission of a felony or
dishonesty in the course of your employment or service; (iii) you have disclosed trade
secrets or confidential information of the Company to persons not entitled to receive such
information; or (iv) you have entered into competition with the Company. Notwithstanding the
foregoing, if you have an employment agreement with the Company defining Cause, then such
definition shall supersede the foregoing definition.
 f.
    
    Termination for Any Other Reason. If you incur a Termination of Service for any
reason other than as identified in this Paragraph 2, any vested portion of the SAR shall
terminate unless exercised within the earlier of (i) ninety (90) days after you incur such
Termination of Service, or (ii) the term of the SAR. Any unvested portion of the SAR will
terminate and be forfeited on the date you incur the Termination of Service.
 3.
    
    Exercising the SAR; Payment Upon Exercise.
 a.
    
    Notice. When you want to exercise any portion of the SAR, you must give written
notice to ICG, or its designee, of your intent to exercise the SAR and specify the number of
Shares as to which the SAR is to be exercised.
 b.
    
    Payment with Respect to the SAR. Upon exercise, ICG shall deliver to you a number
of shares of ICG common stock (the Common Stock) that will be determined by dividing the
Value of the Stock Appreciation (as defined below), by the Fair Market Value of a share of
Common Stock on the date of exercise. Only whole shares of Common Stock will be delivered to
you pursuant to the exercise of the SAR, and, to the extent that a fractional share of Common
Stock would result, the cash value of such fractional share will be paid to you in lieu of a
fractional share. All shares of Common Stock will be issued under the Plan. For purposes of
this Paragraph 3(b), the Value of the Stock Appreciation shall mean the amount that results
from multiplying (i) the number of Shares as to which the SAR is to be exercised, by (ii) the
difference between the Fair Market Value of a Share on the date of exercise and the Base
Amount.
 c.
    
    Cancellation of Shares. Upon exercise of the SAR, the Shares covered by such
exercise shall be cancelled and you shall cease to have any further right to exercise the SAR
with respect to such Shares under this Certificate.
 d.
    
    Limitation on Exercise. This SAR may not be exercised when the Base Amount is
equal to, or greater than, the Fair Market Value of a Share.
 e.
    
    The obligation of ICG to deliver shares of Common Stock upon exercise of the SAR shall be
subject to all applicable laws, rules and regulations and such approvals by governmental
agencies as may be deemed appropriate by the Committee, including such actions as ICGs
counsel shall deem necessary or appropriate to comply with relevant securities laws and
regulations. You understand that you are responsible for the income tax consequences of your
exercise of the SAR and the sale of any shares of Common Stock received by you upon exercise
of the SAR. ICG may require that you (or the person exercising the SAR pursuant to a
transfer in accordance with Paragraph 5 below) represent that any shares of Common Stock that
you receive will be held by you for your own account and not with a view to or for sale in
connection with any distribution of the shares, or such other representation as the Committee
deems appropriate. All obligations of ICG under this Certificate shall be subject to the
rights of ICG as set forth in the Plan to withhold amounts required to be withheld for any
taxes, if applicable. Subject to Committee approval, you may elect to satisfy any tax
withholding obligation of the Company with respect to the SAR by having shares of Common
Stock that you receive upon exercise of the SAR withheld up to an amount that does not exceed
the minimum applicable withholding tax rate for federal (including FICA), state and local tax
liabilities.




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4
    
    Change of Control. The provisions of the Plan applicable to a Change of Control (as
defined in the Plan) shall apply to the SAR, and, in the event of a Change of Control, the
Committee may take such actions as it deems appropriate pursuant to the Plan.
 5.
    
    Transferability of the SAR. Only you may exercise the SAR during your lifetime.
After your death, the SAR shall be exercisable (subject to the limitations specified in the
Plan) solely by your legal representatives, or by the person who acquires the right to
exercise the SAR by will or by the laws of descent and distribution, to the extent that the
SAR is exercisable pursuant to this Certificate.
 6.
    
    Incorporation by Reference; Entire Agreement; Definitions. This SAR shall be subject
to the terms, conditions and limitations of the Plan and to interpretations, regulations and
determinations concerning the Plan established from time to time by the Committee in
accordance with the provisions of the Plan, including, but not limited to, provisions
pertaining to (i) rights and obligations with respect to withholding taxes, (ii) the
registration, qualification or listing of the shares of Common Stock that you receive upon
exercise of the SAR, (iii) changes in capitalization of ICG, and (iv) other requirements of
applicable law. This Certificate, together with the Plan, contains the entire agreement
between you and ICG with respect to the SAR and supersedes all prior and contemporaneous
agreements, written or oral, with respect thereto. In the event of any contradiction,
distinction or differences between this Certificate and the terms of the Plan, the terms of
the Plan will control. Except as otherwise defined in this Certificate, the terms used in
this Certificate shall have the meanings set forth in the Plan.
 7.
    
    No Stockholder Rights. Neither you, nor any person or entity you transfer the SAR
pursuant to Paragraph 5, shall have any of the rights and privileges of a stockholder with
respect to the Shares subject to the SAR. If you exercise the SAR you will only have rights
as a stockholder with respect to those shares of Common Stock you are entitled to receive when
the certificates for such shares have been issued to you after the exercise of the SAR.
 8.
    
    Assignment and Transfers. Your rights and interests under this Certificate may not
be sold, assigned, encumbered or otherwise transferred except as provided in Paragraph 5. In
the event of any attempt by you to alienate, assign, pledge, hypothecate, or otherwise dispose
of this SAR or any right hereunder, except as provided for in this Certificate, or in the
event of the levy of any attachment, execution or similar process upon the rights or interests
hereby conferred, ICG may terminate the SAR by notice to you, and the SAR and all rights
hereunder shall thereupon become null and void. The rights and protections of ICG hereunder
shall extend to any successors or assigns of ICG and to ICGs parent, subsidiaries, and
affiliates. This Certificate may be assigned by ICG without your consent.
 9.
    
    Governing Law. This Certificate shall be deemed to be made under and shall be
construed in accordance with the laws of the State of Delaware, without giving effect to
conflict of laws provisions thereof.10.
    
    Miscellaneous.
 a.
    
    The captions of this Certificate are not part of the provisions hereof and shall have no
force or effect. Except as provided in Paragraph 10(f) below, this Certificate may not be
amended or modified except by a written agreement executed by you, or your legal
representative, as applicable, and by ICG, or by its successors or legal representative, as
applicable. The invalidity or unenforceability of any provision of this Certificate shall
not affect the validity or enforceability of any other provision of this Certificate.
 b.
    
    The Committee may make such rules and regulations and establish such procedures for the
administration of this Certificate as it deems appropriate. Without limiting the generality
of the foregoing, the Committee may interpret this Certificate and the Plan, with such
interpretations to be conclusive and binding on all persons and otherwise accorded the
maximum deference permitted by law. In the event of any dispute or disagreement as to the
interpretation of this Certificate, the Plan or of any rule, regulation or procedure, or as
to any question, right or obligation arising from or related to this Certificate or the Plan,
the decision of the Committee shall be final and binding on all persons, and your accepting
this SAR is your agreement to this.
 c.
    
    All notices hereunder shall be in writing, and if to ICG or the Committee, shall be
delivered to the Board of Directors of ICG or mailed to its principal office, addressed to
the attention of the Board of Directors; and if to you, shall be delivered personally, sent
by facsimile transmission or mailed to you at the address appearing in the records of the
Company. Such addresses may be changed at any time by written notice to the other party
given in accordance with this Paragraph 10(c).
 d.
    
    The failure of you or ICG to insist upon strict compliance with any provision of this
Certificate or the Plan, or to assert any right that you or ICG, respectively, may have under
this Certificate or the Plan, shall not be deemed to be a waiver of such provision or right
or any other provision or right of this Certificate or the Plan.
 e.
    
    Nothing in this Certificate shall confer on you the right to continue in the employment or
service of the Company, its parent or subsidiaries, or interfere in any way with the right of
the Company, its parent or subsidiaries, and its stockholders to terminate your employment or
service at any time.
 f.
    
    Notwithstanding anything in this Agreement to the contrary, to the extent that this SAR is
deemed to be deferred compensation subject to the requirements of section 409A of the Code,
and the requirements of section 409A of the Code are not met with respect to this SAR, ICG
may amend this Certificate, without your consent, so that this SAR will comply with the
requirements of section 409A of the Code. Amendment of this Certificate to comply with
section 409A of the Code will not result in you being entitled to receive any enhanced
benefit under this Certificate.