Exhibit 10.58


 


SINOTECH ENERGY LIMITED

2010
EQUITY INCENTIVE PLAN


 


1.             Purpose of
the Plan


 


The
purpose of the Plan is to aid the Company and its Affiliates in recruiting and
retaining key employees, directors or consultants of outstanding ability and to
motivate such employees, directors or consultants to exert their best efforts
on behalf of the Company and its Affiliates by providing incentives through the
granting of Awards.  The Company expects
that it will benefit from the added interest which such key employees,
directors or consultants will have in the welfare of the Company as a result of
their proprietary interest in the Company’s success.


 


2.             Definitions


 


The
following capitalized terms used in the Plan have the respective meanings set
forth in this Section:


 


(a)                                  Applicable Laws: All laws, statutes, regulations, ordinances, rules or
governmental requirements that are applicable to this Plan or any Award granted
pursuant to this Plan, including but not limited to applicable laws of the
People’s Republic of China, the United States and the Cayman Islands,  and the rules and requirements of any
applicable national securities exchange.


 


(b)                                 Act:  The U.S.
Securities Exchange Act of 1934, as amended, or any successor thereto.


 


(c)                                  Affiliate:  With
respect to the Company, any entity directly or indirectly controlling,
controlled by, or under common control with, the Company or any other entity
designated by the Board in which the Company or an Affiliate has an interest.


 


(d)                                 Award:  An Option,
Stock Appreciation Right or Other Stock-Based Award.


 


(e)                                  Beneficial Owner:  A “beneficial
owner”, as such term is defined in Rule 13d-3 under the Act (or any
successor rule thereto).


 


(f)                                    Board:  The board
of directors of the Company.


 


(g)                                 Change in Control:  The
occurrence of any of the following events:


 


(i) the sale or
disposition, in one or a series of related transactions, of all or
substantially all, of the assets of the Company to any “person” or “group” (as
such terms are defined in Sections 13(d)(3) or 14(d)(2) of the Act)
other than the Permitted Holders;


 


(ii) any person or
group, other than the Permitted Holders, is or becomes the Beneficial Owner
(except that a person shall be deemed to have “beneficial ownership” of all
shares that any such person has the right to acquire, whether such right is
exercisable immediately or only after the passage of time), directly or
indirectly, of more than 50% of the total voting power of the voting stock of
the 


 


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Company (or any entity
which controls the Company), including by way of merger, consolidation, tender
or exchange offer or otherwise; or


 


(iii) during any
period of two consecutive years, individuals who at the beginning of such
period constituted the Board (together with any new directors whose election by
such Board or whose nomination for election by the shareholders of the Company
was approved by a vote of a majority of the directors of the Company, then
still in office, who were either directors at the beginning of such period or
whose election or nomination for election was previously so approved) cease for
any reason to constitute a majority of the Board, then in office.


 


(h)                                 Code:  The U.S.
Internal Revenue Code of 1986, as amended, or any successor thereto.


 


(i)                                     Committee:  The
compensation committee of the Board.


 


(j)                                     Company:  SinoTech
Energy Limited, a company incorporated under the laws of the Cayman Islands.


 


(k)                                  Disability:  Inability
of a Participant to perform in all material respects his duties and responsibilities
to the Company, or any Subsidiary of the Company, by reason of a physical or
mental disability or infirmity which inability is reasonably expected to be
permanent and has continued (i) for a period of not less than 90
consecutive days or (ii) such shorter period as the Committee may
reasonably determine in good faith.  The
Disability determination shall be in the sole discretion of the Committee and a
Participant (or his representative) shall furnish the Committee with medical
evidence documenting the Participant’s disability or infirmity which is
satisfactory to the Committee.


 


(l)                                     Effective Date:  The date
the Board approves the Plan, or such later date as is designated by the Board.


 


(m)                               Employment:  The term “Employment”
as used herein shall be deemed to refer to (i) a Participant’s employment
if the Participant is an employee of the Company or any of its Affiliates, (ii) a
Participant’s services as a consultant, if the Participant is consultant to the
Company or its Affiliates and (iii) a Participant’s services as an
non-employee director, if the Participant is a non-employee member of the
Board.


 


(n)                                 Fair Market Value:  On a
given date, (i) if there should be a public market for the Shares on such
date, the arithmetic mean of the high and low prices of the Shares as reported
on such date on the Composite Tape of the principal national securities
exchange on which such Shares are listed or admitted to trading, or if the
Shares are not listed or admitted on any national securities exchange, the
arithmetic mean of the per Share closing bid price and per Share closing asked
price on such date as traded on the NASDAQ, or, if no sale of Shares shall have
been reported on the Composite Tape of any national securities exchange,
including the NASDAQ on such date, then the immediately preceding date on which
sales of the Shares have been so reported or quoted shall be used, or
(ii) if there should not be a public 


 


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market
for the Shares on such date, the Fair Market Value shall be the value
established by the Committee in good faith.


 


(o)                                 ISO:  An Option
that is also an incentive stock option granted pursuant to Section 6(d) of
the Plan.


 


(p)                                 LSAR:  A limited
stock appreciation right granted pursuant to Section 7(d) of the
Plan.


 


(q)                                 Other Stock-Based Awards: 
Awards granted pursuant to Section 8 of the Plan.


 


(r)                                    Option:  A stock
option granted pursuant to Section 6 of the Plan.


 


(s)                                  Option Price:  The
purchase price per Share of an Option, as determined pursuant to Section 6(a) of
the Plan.


 


(t)                                    Participant:  An
employee, director or consultant who is selected by the Committee to
participate in the Plan.


 


(u)                                 Permitted Holder: means, as of the date of determination, (i) the
Company or (ii) any employee benefit plan (or trust forming a part
thereof) maintained by (A) the Company or (B) any corporation or
other Person of which a majority of its voting power of its voting equity
securities or equity interest is owned, directly or indirectly, by the Company,


 


(v)                                 Person:  A “person”,
as such term is used for purposes of Section 13(d) or 14(d) of
the Act (or any successor section thereto).


 


(w)                               Plan:  This
SinoTech Energy Limited 2010 Equity Incentive Plan.


 


(x)                                   Shares:  Ordinary
Shares of the Company, par value US$0.0001 per share.


 


(y)                                 Stock Appreciation Right:  A
stock appreciation right granted pursuant to Section 7 of the Plan.


 


(z)                                   Subsidiary:  A
corporation or other entity of which a majority of the outstanding voting
shares or voting power is beneficially owned directly or indirectly by the
Company.


 


3.             Shares
Subject to the Plan


 


The
total number of Shares which may be issued under the Plan is 50,000,000 Shares.  The Shares
may consist, in whole or in part, of authorized and unissued Shares or Shares
purchased on the open market.  The
issuance of Shares or the payment of cash upon the exercise of an Award or in
consideration of the cancellation or termination of an Award shall reduce the
total number of Shares available under the Plan, as applicable.  Shares which are subject to Awards which
terminate or lapse without the payment of consideration may be granted again
under the Plan.


 


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4.             Administration


 


The
Plan shall be administered by the
Board of Directors (only with respect to the Options to be granted on the date
of the initial public offering) or the Committee, which may
delegate its duties and powers in whole or in part to any subcommittee thereof
consisting solely of at least two individuals who are intended to qualify as “Non-Employee
Directors” within the meaning of Rule 16b-3 under the Act (or any
successor rule thereto) and an “independent director” as defined in NASDAQ Listing Rule 5605(a)(2) (or any successor rule thereto).  Awards may, in the discretion of the
Committee, be made under the Plan in assumption of, or in substitution for,
outstanding awards previously granted by the Company or its affiliates or a
company acquired by the Company or with which the Company combines.  The number of Shares underlying such
substitute awards shall be counted against the aggregate number of Shares
available for Awards under the Plan.  The
Committee is authorized to interpret the Plan, to establish, amend and rescind
any rules and regulations relating to the Plan, and to make any other
determinations that it deems necessary or desirable for the administration of
the Plan.  The Committee may correct any
defect or supply any omission or reconcile any inconsistency in the Plan in the
manner and to the extent the Committee deems necessary or desirable.  Any decision of the Committee in the
interpretation and administration of the Plan, as described herein, shall lie
within its sole and absolute discretion and shall be final, conclusive and
binding on all parties concerned (including, but not limited to, Participants
and their beneficiaries or successors). 
The Committee shall have the full power and authority to establish the
terms and conditions of any Award consistent with the provisions of the Plan
and to waive any such terms and conditions at any time (including, without
limitation, accelerating or waiving any vesting conditions).  The Committee shall require payment of any
amount it may determine to be necessary to withhold for any applicable taxes as
a result of the exercise, grant or vesting of an Award.  Unless the Committee specifies otherwise, the
Participant may elect to pay a portion or all of such withholding taxes by
(a) delivery in Shares or (b) having Shares withheld by the Company
from any Shares that would have otherwise been received by the Participant.


 


5.             Limitations


 


No
Award may be granted under the Plan after the fifth anniversary of
the Effective Date, but Awards theretofore granted may extend beyond that date.


 


6.             Terms and
Conditions of Options


 


Options
granted under the Plan shall be, as determined by the Committee, non-qualified
or incentive stock options for U.S. federal income tax purposes, as evidenced
by the related Award agreements, and shall be subject to the foregoing and the
following terms and conditions and to such other terms and conditions, not
inconsistent therewith, as the Committee shall determine:


 


(a)                                  Option Price.  Except for
the Options to be granted on the date of the initial public offering, the
Option Price per Share shall be determined by the Committee, but shall not be
less than 10% of the Fair Market Value of the Shares on the date an Option is
granted. The Option Price per Share for the Options to be granted on the date
of the initial public offering shall be determined by the Board of Directors.


 


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(b)                                 Exercisability.  Options
granted under the Plan shall be exercisable at such time and upon such terms
and conditions as may be determined by the Committee, but in no event shall an
Option be exercisable more than five years after the date it is granted.


 


(c)                                  Exercise of Options. 
Except as otherwise provided in the Plan or in an Award agreement, an
Option may be exercised for all, or from time to time any part, of the Shares
for which it is then exercisable.  For
purposes of this Section 6 of the Plan, the exercise date of an
Option shall be the later of the date a notice of exercise is received by the
Company and, if applicable, the date payment is received by the Company
pursuant to clauses (i), (ii), (iii) or (iv) in the following
sentence.  The purchase price for the
Shares as to which an Option is exercised shall be paid to the Company in full
at the time of exercise at the election of the Participant  (i) in
cash or its equivalent (e.g., by check), (ii) to the extent permitted by
the Committee, in Shares having a Fair Market Value equal to the aggregate
Option Price for the Shares being purchased and satisfying such other
requirements as may be imposed by the Committee; provided, that such Shares
have been held by the Participant for no less than six months (or such other
period as established from time to time by the Committee in order to avoid
adverse accounting treatment applying generally accepted accounting principles),
(iii) partly in cash and, to the extent permitted by the Committee
and subject to the other requirements and conditions set forth above in (ii),
partly in Shares or (iv) if there is a public market for the Shares at
such time, through the delivery of irrevocable instructions to a broker to sell
Shares obtained upon the exercise of the Option and to deliver promptly to the
Company an amount out of the proceeds of such sale equal to the aggregate
Option Price for the Shares being purchased. 
No Participant shall have any rights to dividends or other rights of a
stockholder with respect to Shares subject to an Option until the Participant
has given written notice of exercise of the Option, paid in full for such
Shares and, if applicable, has satisfied any other conditions imposed by the
Committee pursuant to the Plan.


 


(d)                                 ISOs.  The
Committee may grant Options under the Plan that are intended to be ISOs.  Such ISOs shall comply with the requirements
of Section 422 of the Code (or any successor section thereto).  No ISO may be granted to any Participant who
at the time of such grant, owns more than ten percent of the total combined
voting power of all classes of stock of the Company or of any Subsidiary,
unless (i) the Option Price for such ISO is at least 110% of the Fair
Market Value of a Share on the date the ISO is granted and (ii) the date
on which such ISO terminates is a date not later than the day preceding the
fifth anniversary of the date on which the ISO is granted.  Any Participant who disposes of Shares
acquired upon the exercise of an ISO either (i) within two years after the
date of grant of such ISO or (ii) within one year after the transfer of
such Shares to the Participant, shall notify the Company of such disposition
and of the amount realized upon such disposition.  All Options granted under the Plan are
intended to be nonqualified stock options, unless the applicable Award
agreement expressly states that the Option is intended to be an ISO.  If an Option is intended to be an ISO, and if
for any reason such Option (or portion thereof) shall not qualify as an ISO,
then, to the extent of such nonqualification, such Option (or portion thereof)
shall be regarded as a 


 


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nonqualified
stock option granted under the Plan; provided that such Option (or portion
thereof) otherwise complies with the Plan’s requirements relating to
nonqualified stock options.  In no event
shall any member of the Committee, the Company or any of its Affiliates (or
their respective employees, officers or directors) have any liability to any
Participant (or any other Person) due to the failure of an Option to qualify
for any reason as an ISO.


 


(e)                                  Attestation.  Wherever
in this Plan or any agreement evidencing an Award a Participant is permitted to
pay the exercise price of an Option or taxes relating to the exercise of an
Option by delivering Shares, the Participant may, subject to procedures
satisfactory to the Committee, satisfy such delivery requirement by presenting
proof of beneficial ownership of such Shares, in which case the Company shall
treat the Option as exercised without further payment and shall withhold such
number of Shares from the Shares acquired by the exercise of the Option.


 


7.             Terms and
Conditions of Stock Appreciation Rights


 


(a)                                  Grants.  The
Committee also may grant (i) a Stock Appreciation Right independent of an
Option or (ii) a Stock Appreciation Right in connection with an Option, or
a portion thereof.  A Stock Appreciation
Right granted pursuant to clause (ii) of the preceding sentence
(A) may be granted at the time the related Option is granted or at any
time prior to the exercise or cancellation of the related Option,
(B) shall cover the same number of Shares covered by an Option (or such
lesser number of Shares as the Committee may determine) and (C) shall be
subject to the same terms and conditions as such Option except for such
additional limitations as are contemplated by this Section 7 (or such
additional limitations as may be included in an Award agreement).


 


(b)                                 Terms.  The
exercise price per Share of a Stock Appreciation Right shall be an amount
determined by the Committee but in no event shall such amount be less than the
greater of (i) the Fair Market Value of a Share on the date the Stock Appreciation
Right is granted or, in the case of a Stock Appreciation Right granted in
conjunction with an Option, or a portion thereof, the Option Price of the
related Option and (ii) the minimum amount permitted by Applicable Laws.  Each Stock Appreciation Right granted
independent of an Option shall entitle a Participant upon exercise to an amount
equal to (i) the excess of (A) the Fair Market Value on the exercise
date of one Share over (B) the exercise price per Share, times (ii) the
number of Shares covered by the Stock Appreciation Right.  Each Stock Appreciation Right granted in
conjunction with an Option, or a portion thereof, shall entitle a Participant
to surrender to the Company the unexercised Option, or any portion thereof, and
to receive from the Company in exchange therefore an amount equal to
(i) the excess of (A) the Fair Market Value on the exercise date of
one Share over (B) the Option Price per Share, times (ii) the number
of Shares covered by the Option, or portion thereof, which is surrendered.  The date a notice of exercise is 


 


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received by the Company shall be the exercise
date.  Payment shall be made in Shares or
in cash, or partly in Shares and partly in cash (any such Shares valued at such
Fair Market Value), all as shall be determined by the Committee.  Stock Appreciation Rights may be exercised
from time to time upon actual receipt by the Company of written notice of
exercise stating the number of Shares with respect to which the Stock
Appreciation Right is being exercised. 
No fractional Shares will be issued in payment for Stock Appreciation
Rights, but instead cash will be paid for a fraction or, if the Committee
should so determine, the number of Shares will be rounded downward to the next
whole Share.


 


(c)                                  Limitations.  The
Committee may impose, in its discretion, such conditions upon the
exercisability or transferability of Stock Appreciation Rights as it may deem
fit.


 


(d)                                 Limited Stock Appreciation Rights.  The
Committee may grant LSARs that are exercisable upon the occurrence of specified
contingent events.  Such LSARs may
provide for a different method of determining appreciation, may specify that
payment will be made only in cash and may provide that any related Awards are not
exercisable while such LSARs are exercisable. 
Unless the context otherwise requires, whenever the term “Stock
Appreciation Right” is used in the Plan, such term shall include LSARs.


 


8.             Other
Stock-Based Awards


 


The
Committee, in its sole discretion, may grant or sell Awards of Shares, Awards
of restricted Shares and Awards that are valued in whole or in part by
reference to, or are otherwise based on the Fair Market Value of, Shares (“Other
Stock-Based Awards”).  Such Other
Stock-Based Awards shall be in such form, and dependent on such conditions, as
the Committee shall determine, including, without limitation, the right to
receive, or vest with respect to, one or more Shares (or the equivalent cash
value of such Shares) upon the completion of a specified period of service, the
occurrence of an event and/or the attainment of performance objectives.  Other Stock-Based Awards may be granted alone
or in addition to any other Awards granted under the Plan.  Subject to the provisions of the Plan, the
Committee shall determine to whom and when Other Stock-Based Awards will be
made, the number of Shares to be awarded under (or otherwise related to) such
Other Stock-Based Awards; whether such Other Stock-Based Awards shall be
settled in cash, Shares or a combination of cash and Shares; and all other
terms and conditions of such Awards (including, without limitation, the vesting
provisions thereof and provisions ensuring that all Shares so awarded and
issued shall be fully paid and non-assessable).


 


9.             Adjustments
Upon Certain Events


 


Notwithstanding
any other provisions in the Plan to the contrary, the following provisions
shall apply to all Awards granted under the Plan:


 


(a)                                  Generally.  In the
event of any change in the outstanding Shares after the Effective Date by
reason of any Share dividend or split, reorganization, recapitalization,
merger, consolidation, spin-off, combination, combination 


 


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or transaction or exchange of Shares or other
corporate exchange, or any distribution to shareholders of Shares other than
regular cash dividends or any transaction similar to the foregoing, the
Committee in its sole discretion and without liability to any person shall make
such substitution or adjustment, if any, as it deems to be equitable, as to (i) the
number or kind of Shares or other securities issued or reserved for issuance
pursuant to the Plan or pursuant to outstanding Awards, (ii) the maximum
number of Shares for which Options or Stock Appreciation Rights may be granted
during a calendar year to any Participant, (iii) the maximum number of
Shares for which Other Stock-Based Awards may be granted during a calendar year
to any Participant, (iv) the maximum amount of an Award that is valued in
whole or in part by reference to, or is otherwise based on the Fair Market
Value of, Shares that may be granted during a calendar year to any Participant,
(v) the Option Price or exercise price of any Stock Appreciation Right
and/or (vi) any other affected terms of such Awards.


 


(b)                                 Change in Control. In the event of a Change of Control after
the Effective Date, (i) if determined by the Committee in the applicable
Award agreement or otherwise, any outstanding Awards then held by Participants
which are unexercisable or otherwise unvested or subject to lapse restrictions
shall automatically be deemed exercisable or otherwise vested or no longer
subject to lapse restrictions, as the case may be, as of immediately prior to
such Change of Control and (ii) the Committee may, but shall not be
obligated to, (A) cancel such Awards for fair value (as determined in the
sole discretion of the Committee) which, in the case of Options and Stock
Appreciation Rights, may equal the excess, if any, of value of the
consideration to be paid in the Change of Control transaction to holders of the
same number of Shares subject to such Options or Stock Appreciation Rights (or,
if no consideration is paid in any such transaction, the Fair Market Value of
the Shares subject to such Options or Stock Appreciation Rights) over the
aggregate exercise price of such Options or Stock Appreciation Rights, (B) provide
for the issuance of substitute Awards that will substantially preserve the
otherwise applicable terms of any affected Awards previously granted hereunder
as determined by the Committee in its sole discretion or (C) provide that
for a period of at least 15 days prior to the Change of Control, such Options
shall be exercisable as to all Shares subject thereto and that upon the
occurrence of the Change of Control, such Options shall terminate and be of no
further force and effect.


 


10.           No Right to Employment or
Awards


 


The
granting of an Award under the Plan shall impose no obligation on the Company
or any Subsidiary to continue the Employment of a Participant and shall not
lessen or affect the Company’s or Subsidiary’s right to terminate the
Employment of such Participant.  No
Participant or other Person shall have any claim to be granted any Award, and
there is no obligation for uniformity of treatment of Participants, or holders
or beneficiaries of Awards.  The terms
and conditions of Awards and the Committee’s determinations and interpretations
with 


 


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respect
thereto need not be the same with respect to each Participant (whether or not
such Participants are similarly situated).


 


11.           Successors and Assigns


 


The
Plan shall be binding on all successors and assigns of the Company and a
Participant, including without limitation, the estate of such Participant and
the executor, administrator or trustee of such estate, or any receiver or
trustee in bankruptcy or representative of the Participant’s creditors.


 


12.           Nontransferability of
Awards


 


Unless
otherwise determined by the Committee, an Award shall not be transferable or
assignable by the Participant otherwise than by will or by the laws of descent
and distribution.  An Award exercisable
after the death of a Participant may be exercised by the legatees, personal
representatives or distributees of the Participant.


 


Notwithstanding
the foregoing, no provision herein shall prevent or forbid transfers by will,
by the laws of descent and distribution, to a trust that was established solely
for tax planning purposes and not for purposes of profit or commercial activity
or, to one or more “family members” (as such term is defined in SEC Rule 701
promulgated under the Securities Act of 1933, as amended) by gift or pursuant
to a qualified domestic relations order.


 


13.           Amendments or Termination


 


The
Board may amend, alter or discontinue the Plan, but no amendment, alteration or
discontinuation shall be made, (a) without the approval of the
shareholders of the Company, if such action would (except as is provided in
Section 9 of the Plan) increase the total number of Shares reserved for
the purposes of the Plan or change the maximum number of Shares for which
Awards may be granted to any Participant, in
each case only to the extent such approval is required by the principal
national securities exchange on which the Shares are listed or admitted to
trading,  or (b) without the consent
of a Participant, if such action would diminish any of the rights of the
Participant under any Award theretofore granted to such Participant under the
Plan; provided, however, that the Committee may amend the Plan in such manner
as it deems necessary to permit the granting of Awards meeting the requirements
of any Applicable Laws.


 


Without
limiting the generality of the foregoing, to the extent applicable,
notwithstanding anything herein to the contrary, this Plan and Awards issued
hereunder shall be interpreted in accordance with Section 409A of the Code
and Department of Treasury regulations and other interpretative guidance issued
thereunder, including without limitation any such regulations or other guidance
that may be issued after the Effective Date. 
Notwithstanding any provision of the Plan to the contrary, in the event
that the Committee determines that any amounts payable hereunder will be
taxable to a Participant under Section 409A of the Code and related
Department of Treasury guidance prior to payment to such Participant of such
amount, the Company may (a) adopt such amendments to the Plan and Awards
and appropriate policies and procedures, including amendments and policies with
retroactive effect, that the Committee determines necessary or appropriate to
preserve the intended tax treatment of the benefits provided 


 


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by
the Plan and Awards hereunder and/or (b) take such other actions as the
Committee determines necessary or appropriate to comply with the requirements
of Section 409A of the Code.


 


14.           Multiple Jurisdictions


 


In
order to assure the viability of Awards granted to Participants employed in
various jurisdictions, the Committee may, in its sole discretion, provide for
such special terms as it may consider necessary or appropriate to accommodate
differences in local law, tax policy or custom applicable in the jurisdiction
in which the Participant resides or is employed.  Moreover, the Committee may approve such
supplements to, amendments, restatements, or alternative versions of the Plan
as it may consider necessary or appropriate for such purposes without thereby
affecting the terms of the Plan as in effect for any other purpose; provided,
however, that no such supplements, amendments, restatements or alternative
versions shall increase the Share limitation contained in Section 3
hereof.  Notwithstanding the foregoing,
the Committee may not take any actions hereunder, and no Awards shall be
granted that would violate any Applicable Laws.


 


15.           Distribution of Shares


 


The
obligation of the Company to make payments in Shares pursuant to an Award shall
be subject to all Applicable Laws and to any such approvals by government
agencies as may be required. 
Additionally, in the discretion of the Committee, American depositary
shares, or ADSs, may be distributed in lieu of Shares in settlement of any
Award, provided that the ADSs shall be of equal value to the Shares that would
have otherwise been distributed.  If the
number of Shares represented by an ADS is other than on a one-to-one basis, the
limitations contained in Section 3 shall be adjusted to reflect the
distribution of ADSs in lieu of Shares.


 


16.           Taxes


 


No
Shares shall be delivered under the Plan to any Participant until such
Participant has made arrangements acceptable to the Committee for the
satisfaction of any income and employment tax withholding obligations under any
Applicable Laws, in particular, the tax laws, rules, regulations and government
orders of the People’s Republic of China or the U.S. federal, state or other
local tax laws, as applicable.  The
Company and each of its Subsidiaries shall have the authority and the right to
deduct or withhold, or require a Participant to remit to the Company, an amount
sufficient to satisfy federal, state, local and foreign taxes (including the
Participant’s payroll tax obligations, if any) required to be withheld under
any Applicable Laws with respect to any Award issued to the Participant
hereunder.  The Committee may in its
discretion and in satisfaction of the foregoing requirement allow a Participant
to elect to have the Company withhold Shares otherwise issuable under an Award
(or allow the return of Shares) having a Fair Market Value equal to the sums
required to be withheld.  Notwithstanding
any other provision of the Plan, the number of Shares which may be withheld
with respect to the issuance, vesting, exercise or payment of any Award (or which
may be repurchased from the Participant of such Award after such Shares were
acquired by the Participant from the Company) in order to satisfy the
Participant’s federal, state, local and other income and payroll tax
liabilities with respect to the issuance, vesting, exercise or payment of the
Award shall, unless specifically approved by the Committee, be limited to the
number of Shares which have a Fair Market Value on the date of withholding or
repurchase equal to the aggregate amount of such liabilities based on the
minimum 


 


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statutory
withholding rates for federal, state, local and other income tax any payroll
tax purposes that are applicable to such taxable income.


 


17.           Choice of Law


 


The
Plan shall be governed by and construed in accordance with the laws of the
state of New York.


 


18.           Effectiveness of the Plan


 


The
Plan shall be effective as of the Effective Date and shall terminate five years later, subject to earlier termination by the Board pursuant to Section 13
hereof.


 


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