Exhibit 10.5


  THE GSC CAPITAL CORP.

2005 STOCK INCENTIVE PLAN


       Section 1. Purpose.


       The purpose of the GSC Capital Corp. 2005 Stock Incentive Plan is to enhance the incentive of those direct and indirect service providers to the Company who are expected to contribute significantly to
the Company’s success to perform at the highest level, and, in general, to further the best interests of the Company and its shareholders. 


       Section 2. Definition.


       As used in the Plan, the following terms shall have the meanings set forth below:


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


       (b) “Affiliate” shall mean (i) any entity that, directly or indirectly, is
controlled by the Company and (ii) any entity in which the Company has a significant equity interest, in either case as determined by the Committee, and (iii) a Manager. 


       (c) “Award” shall mean any Option, Stock Appreciation Right, award of
Restricted Stock, Restricted Stock Unit, Performance Unit or Other Stock-Based Award granted under the Plan. 


       (d) “Award Agreement” shall mean any written agreement, contract or other
instrument or document evidencing any Award granted under the Plan, which may, but need not, be executed or acknowledged by a Participant. 


       (e) “Beneficiary” shall mean a person or persons entitled to receive
payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death. If no such person is named by a Participant who is an individual, such individual’s Beneficiary shall be the
individual’s estate. 


       (f) “Board” shall mean the board of directors of the Company. 


       (g) “Change in Control” shall mean the occurrence of:  


       (i) any “person” (as defined in Section 13(d) of the Act) other than the Company, its Affiliates or an employee benefit plan or trust maintained by the 














  Company or its affiliates, becoming the “beneficial owner” (as defined in Rule 13d-3 under the Act), directly or indirectly, of more than 20% of the Total Voting Power; 


            (ii) at any time during a period of two consecutive years, individuals who at the beginning of such period constituted the Board ceasing for any reason to constitute at least a majority thereof,
unless the election by the Company's shareholders of each new director during such two-year period was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning of such two-year period; or



            (iii) the approval of the shareholders of the Company (or if such approval is not required, the approval of the Board) of (A) any consolidation or merger of the Company in which the Company is not the
continuing or surviving corporation or pursuant to which the Shares would be converted into cash, securities or other property other than a consolidation or merger in which holders of the total voting power in the election of directors of the
Company of Shares outstanding (exclusive of shares held by the Company’s Affiliates) (the “Total Voting Power”) immediately prior to the consolidation or merger will have the
same proportionate ownership of the total voting power in the election of directors of the surviving corporation immediately after the consolidation or merger, or (B) any sale, lease, exchange or other transfer (in one transaction or a series of
transactions) of all or substantially all the assets of the Company. If any of the events enumerated in this subsection (iii) occurs, the Committee shall determine the effective date of the Change in Control resulting therefrom for purposes of the
Plan.


       (h) “Code” shall mean the Internal Revenue Code of 1986, as amended from
time to time. 


       (i) “Committee” shall mean the Compensation and Benefits Committee of the
Board or such other committee as may be designated by the Board. If the Board does not designate the Committee, references herein to the “Committee” shall refer to the Board. 


       (j) “Company” shall mean GSC Capital Corp. 


       (k)  “Fair Market Value” shall mean with respect to Shares, the average of
the high and low quoted sale prices of a Share on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock exchange on which the Shares trade or are
quoted, or if Shares are not so listed or quoted, fair market value as determined by the Committee, and with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be
established from time to time by the Committee. 

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       (l) “Incentive Stock Option” shall mean an option representing the right
to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that meets the requirements of Section 422 of the Code, or any successor provision thereto.


       (m) “Manager” shall mean GSCP (NJ), L.P., or any other entity engaged to
manage the assets owned, directly or indirectly, by the Company or a Subsidiary. 


       (n) “Non-Qualified Stock Option” shall mean an option representing the
right to purchase Shares from the Company, granted under and in accordance with the terms of Section 6, that is not an Incentive Stock Option. 


       (o) “Option” shall mean an Incentive Stock Option or a Non-Qualified Stock
Option. 


       (p) “Participant” shall mean the recipient of an Award granted under the
Plan. 


       (q) “Performance Unit” shall mean any right granted under Section 9. 


       (r) “Plan” shall mean the GSC Capital Corp. 2005 Stock Incentive Plan. 


       (s)  “Restricted Stock” shall mean any Share granted under Section 8. 


       (t) “Restricted Stock Unit” shall mean a contractual right granted under
Section 8 that is denominated in Shares. Each Unit represents a right to receive the value of one Share (or a percentage of such value) upon the terms and conditions set forth in the Plan and the applicable Award Agreement. Awards of Restricted
Stock Units may include, without limitation, the right to receive dividend equivalents. 


       (u) “SAR” or “Stock Appreciation
Right” shall mean any right granted to a Participant pursuant to Section 7 to receive, upon exercise by the Participant, the excess of (i) the Fair Market
Value of one Share on the date of exercise or at any time during a specified period before the date of exercise over (ii) the grant price of the right on the date of grant, or if granted in connection with an outstanding Option on the date of grant
of the related Option, as specified by the Committee in its sole discretion, which, except in the case of Substitute Awards or in connection with an adjustment provided in Section 5(d), shall not be less than the Fair Market Value of one Share on
such date of grant of the right or the related Option, as the case may be.

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       (v) “Service”  shall mean the performance of services for the Company or
an Affiliate by a person who is an employee or director of the Company or an Affiliate or by a Manager. 


       (w) “Shares” shall mean shares of the common stock of the Company. 


       (x) “Subsidiary” shall mean any corporation of which stock representing at
least 50% of the ordinary voting power is owned, directly or indirectly, by the Company. 


       (y) “Substitute Awards” shall mean Awards granted in assumption of, or in
substitution for, outstanding awards previously granted by a company acquired by the Company or with which the Company combines. 


     Section 3. Eligibility.


       (a) Any Manager and any individual who is employed by the Company or any Affiliate, including any officer and any director, shall be eligible
to be selected to receive an Award under the Plan. 


       (b) An individual who has agreed to accept employment by the Company or an Affiliate shall be deemed to be eligible for Awards hereunder as of
the date of such agreement. 


       (c) Holders of options and other types of Awards granted by a company acquired by the Company or with which the Company combines are eligible
for grant of Substitute Awards hereunder. 


       Section 4. Administration.


       (a) The Plan shall be administered by the Committee. The Committee shall be appointed by the Board and shall consist of not less than three
directors. Each Committee member shall be (i) independent, within the meaning of and to the extent required by applicable rulings and interpretations of the Securities and Exchange Commission and the applicable stock exchange on which the Shares
trade or are quoted, (ii) a “Non-Employee Director”, as defined from time to time for purposes of Section 16 of the Act and the rules promulgated thereunder and (iii) an outside director pursuant to Section 162(m) of the Code, and any
regulations issued thereunder, in each case at such time as the Company becomes subject to the respective regulatory regime. The Board may designate one or more directors as alternate members of the Committee who may replace any absent or
disqualified member at any meeting of the Committee. The Committee may delegate to one or more officers of the Company the authority to perform the duties of the Committee except that such delegation shall not be applicable to any Award for a person
then covered by Section 16 of the Act. The Committee may 

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  issue rules and regulations for administration of the Plan. It shall meet at such times and places as it may determine.


       (b) Subject to the terms of the Plan and applicable law, the Committee (or its delegate) shall have full power and authority to: (i) designate
Participants; (ii) determine the type or types of Awards (including Substitute Awards) to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights, or other
matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent, and under what circumstances Awards may be settled or exercised in cash, Shares, other securities,
or other Awards, or canceled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, canceled, forfeited or suspended; (vi) determine whether, to what extent, and under what circumstances cash, Shares, other
securities, other Awards, and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) interpret and administer the Plan and any
instrument or agreement relating to, or Award made under, the Plan; (viii) establish, amend, suspend or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and (ix) make
any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. 


       (c) All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, the shareholders and the
Participants. 


       Section 5. Shares Available for Awards.


       (a) Subject to adjustment as provided below, the number of Shares available for issuance under the Plan shall be the greater (i) of 340,000 or
(ii) 10% of the number of shares outstanding after the closing date of the offering (“Offering”) by the Company of Shares pursuant to an Offering Memorandum, the preliminary version of which was dated May 31, 2005 plus, commencing January
1, 2006 and each January 1 thereafter a number of additional shares equal to 10% of the excess, if any, of the number of shares outstanding on the immediately preceding December 31 and the December 31 of the year preceding such year; provided, however, that for this purpose the last day of the year preceding calendar year 2005 shall be deemed to be the closing date of the Offering; and provided,
further, that in no event shall the number of shares available for issuance under the Plan exceed 10,000,000. Notwithstanding the foregoing and subject to adjustment as provided in Section 5(d), no Participant may
receive Options and SARs under the Plan in any calendar year that relate to more than 600,000 Shares. 

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       (b) If, after the effective date of the Plan, any Shares covered by an Award other than a Substitute Award, or to which such an Award relates,
are forfeited, or if such an Award otherwise terminates without the delivery of Shares or of other consideration, then the Shares covered by such Award, or to which such Award relates, to the extent of any such forfeiture or termination, shall again
be, or shall become, available for issuance under the Plan. 


       (c) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and unissued Shares or Shares acquired by the
Company. 


       (d) In the event that the Committee shall determine that any dividend or other distribution (whether in the form of cash, Shares or other
securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to
purchase Shares or other securities of the Company, or other similar corporate transaction or event affects the Shares such that an adjustment is determined by the Committee to be appropriate in order to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan, then the Committee shall, in such manner as it may deem equitable, adjust any or all of (i) the number and type of Shares (or other securities) which thereafter may be made
the subject of Awards, including the aggregate and individual limits specified in Section 5(a) and Section 9(c), (ii) the number and type of Shares (or other securities) subject to outstanding Awards, and (iii) the grant, purchase, or exercise price
with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award; provided, however, that the number of Shares subject to any
Award denominated in Shares shall always be a whole number. 


       (e) Shares underlying Substitute Awards shall not reduce the number of Shares remaining available for issuance under the Plan. 


       Section 6. Options. 


       The Committee is hereby authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the
provisions of the Plan, as the Committee shall determine: 


       (a) The purchase price per Share under an Option shall be determined by the Committee; provided, however, that, except in the case of Substitute Awards, such purchase price shall not be less than the Fair Market Value of a Share on the date of grant of such Option.


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       (b) The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant thereof. 


       (c) The Committee shall determine the time or times at which an Option may be exercised in whole or in part. 


       (d) The Committee shall determine the method or methods by which, and the form or forms, including, without limitation, cash, Shares, other
Awards, or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which, payment of the exercise price with respect thereto may be made or deemed to have been made.


       (e) The terms of any Incentive Stock Option granted under the Plan shall comply in all respects with the provisions of Section 422 of the Code,
or any successor provision thereto, and any regulations promulgated thereunder. 


       (f) Options shall not be granted under the Plan in consideration for and shall not be conditioned upon the delivery of Shares to the Company in
payment of the exercise price and/or tax withholding obligation under any other employee stock option. 


       (g) Section 10 sets forth certain additional provisions that shall apply to Options. 


     Section 7.  Stock Appreciation Rights. 


       (a) The Committee is hereby authorized to grant Stock Appreciation Rights (“SARs”) to Participants with terms and conditions as the Committee shall determine not inconsistent with the provisions of the Plan. 


       (b) SARs may be granted hereunder to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6. 


       (c) Any tandem SAR related to an Option may be granted at the same time such Option is granted or at any time thereafter before exercise or
expiration of such Option. In the case of any tandem SAR related to any Option, the SAR or applicable portion thereof shall not be exercisable until the related Option or applicable portion thereof is exercisable and shall terminate and no longer be
exercisable upon the termination or exercise of the related Option, except that a SAR granted with respect to less than the full number of Shares covered by a related Option shall not be reduced until the exercise or termination of the related
Option exceeds the number of Shares not covered by the SAR. Any Option 

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  related to any tandem SAR shall no longer be exercisable to the extent the related SAR has been exercised.


       (d) A freestanding SAR shall not have a term of greater than 10 years or, unless it is a Substitute Award, an exercise price less than 100% of
Fair Market Value of the Share on the date of grant.


       (e) Section 10 sets forth certain additional provisions that shall apply to SARs. 


       Section 8. Restricted Stock and Restricted Stock Units.


       (a) The Committee is hereby authorized to grant Awards of Restricted Stock and Restricted Stock Units to Participants. 


       (b) Shares of Restricted Stock and Restricted Stock Units shall be subject to such restrictions as the Committee may impose (including, without
limitation, any limitation on the right to vote a Share of Restricted Stock or the right to receive any dividend or other right), which restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as
the Committee may deem appropriate. 


       (c) Any share of Restricted Stock granted under the Plan may be evidenced in such manner as the Committee may deem appropriate including,
without limitation, book-entry registration or issuance of a stock certificate or certificates. In the event any stock certificate is issued in respect of shares of Restricted Stock granted under the Plan, such certificate shall be registered in the
name of the Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Restricted Stock. 


       (d) The Committee may in its discretion, when it finds that a waiver would be in the best interests of the Company, waive in whole or in part
any or all restrictions with respect to Shares of Restricted Stock or Restricted Stock Units. 


       (e) If the Committee intends that an Award under this Section 8 shall constitute or give rise to “qualified performance based
compensation” under Section 162(m) of the Code, such Award may be structured in accordance with the requirements of Section 9(c), including without limitation, the performance criteria and the Award limitation set forth therein, and any such
Award shall be considered a Performance Unit Award for purposes of the Plan. 


       (f) Section 10 sets forth certain additional provisions that shall apply to Restricted Stock and Restricted Stock Units. 

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       Section 9. Performance Units. 


       (a) The Committee is hereby authorized to grant Performance Units to Participants. 


       (b) Subject to the terms of the Plan, a Performance Unit granted under the Plan (i) may be denominated or payable in cash, Shares (including,
without limitation, Restricted Stock), other securities or other Awards and (ii) shall confer on the holder thereof rights valued as determined by the Committee and payable to, or exercisable by, the holder of the Performance Unit, in whole or in
part, upon the achievement of such performance goals during such performance periods as the Committee shall establish. Subject to the terms of the Plan, the performance goals to be achieved during any performance period, the length of any
performance period, the amount of any Performance Unit granted and the amount of any payment or transfer to be made pursuant to any Performance Unit shall be determined by the Committee.  


       (c) Every Performance Unit Award to a member of the Executive Group shall, if the Committee intends that such Award should constitute “qualified performance-based compensation” for purposes of Section 162(m) of the Code, include a pre-established formula, such that payment, retention or vesting of the Award is subject to the achievement during a performance period or
periods, as determined by the Committee, of a level or levels, as determined by the Committee, of one or more performance measures with respect to the Company, any Subsidiary and/or any business unit of the Company or any Subsidiary, including
without limitation the following: (i) funds from operations, (ii) funds from operations per Share, (iii) total earnings, (iv) earnings growth, (v) fair market value of a Share, (vi) earnings per Share, (vii) return on capital, (viii) appreciation in
the value of a Share, (ix) shareholder return compared to shareholder return of peers, or (x) another financial or operational measure selected by the Committee; each as determined in accordance with generally accepted accounting principles, where
applicable, as consistently applied by the Company and, if so determined by the Committee prior to the expiration of the applicable performance period, adjusted, to the extent permitted under Section 162(m) of the Code if the Committee intends the
Award to continue to constitute “qualified performance-based compensation” under Section 162(m) of the Code, to omit the effects of extraordinary items, the gain or loss on the disposal of a business segment, unusual or infrequently
occurring events and transactions, accruals for Awards under the Plan and cumulative effects of changes in accounting principles. Performance measures may vary from Performance Unit Award to Performance Unit Award and from Participant to Participant
and may be established on a stand-alone basis, in tandem or in the alternative. For any Award subject to any such pre-established formula, the maximum number of shares subject to any such Award denominated in Shares granted in any year shall be
600,000, subject to adjustment as provided in Section 5(d), and the maximum 

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  amount earned in respect of a Performance Unit Award denominated in cash or value other than Shares on an annualized basis shall be $25,000,000. Notwithstanding any provision of the Plan to the contrary, the Committee shall not be authorized to increase the amount payable under any Award to which this Section 9(c) applies upon attainment of such pre-established formula. 


       Section 10 sets forth certain additional provisions that shall apply to Performance Units.


       Section 10. Effect of Termination of Service on Awards. 


       Except as otherwise provided by the Committee at the time an Option, SAR, Restricted Stock, Restricted Stock Unit or Performance Unit is granted or in any amendment thereto, if a Participant ceases to
provide Service to the Company or any Affiliate, then: 


       (a) with respect to an Option or SAR: 


        (i) subject to Section 10(a)(ii), if termination of Service is by reason of the Participant’s retirement under any pension plan sponsored
    by the Company or a Subsidiary or by reason of the Participant’s permanent and total disability, each Option or SAR held by the Participant shall continue to vest and remain exercisable and in full force and effect in accordance with its terms
    until the expiration date of the Award; 

        (ii) if termination of Service is by reason of the death of the Participant, or if the Participant dies after retirement or permanent and total
    disability as referred to in Section 10(a)(i), each Option or SAR held by the Participant shall fully vest at the time of the Participant’s death and may be exercised by the Participant’s Beneficiary at any time within a period of three
    years after death (but not after the expiration date of the Award); 

        (iii) if termination of Service is for reason other than as provided in Section 10(a)(i) or (ii), the Participant may exercise each Option or
    SAR held by the Participant within 90 days after such termination (but not after the expiration date of such Award) to the extent such Award was exercisable pursuant to its terms at the date of termination; provided, however, if the Participant should die within 90 days after such termination, each Option or SAR held by the Participant may be exercised by the Participant’s Beneficiary at any time within a
    period of one year after death (but not after the expiration date of the Award) to the extent such Award was exercisable pursuant to its terms at the date of termination; 



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       (b) with respect to Restricted Stock or a Restricted Stock Unit: 


        (i) subject to Section 10(b)(ii), if termination of Service is by reason of the Participant’s early, normal or late retirement under any
    pension plan sponsored by the Company or a Subsidiary or permanent and total disability, each Restricted Stock or Restricted Stock Unit Award held by the Participant shall be vested but shall only become transferable or settled, as the case may be,
    in accordance with its terms; 

        (ii) if termination of Service is by reason of the Participant’s death, or if the Participant dies after retirement or permanent and total
    disability as referred to in Section 10(b)(i), any and all restrictions with respect to each Restricted Stock or Restricted Stock Unit Award held by the Participant shall lapse at the time of the Participant’s death; 

        (iii) if termination of Service of employment is by reason other than as provided in Section 10(b)(i) or (b)(ii), any Restricted Stock or
    Restricted Unit Award held by the Participant that remains subject to restrictions shall be canceled as of such termination of employment and shall have no further force or effect; 




       (c) with respect to a Performance Unit: 


        (i) if termination of Service is by reason of the Participant’s early, normal or late retirement under any pension plan sponsored by the
    Company or a Subsidiary or permanent and total disability, each Performance Unit Award held by the Participant shall continue to vest and remain in full force and effect in accordance with its terms regardless of whether the Participant dies during
    such period; 

        (ii) if termination of Service occurs prior to the expiration of any performance period applicable to a Performance Unit and such termination
    is by reason of the Participant’s death, the Participant’s Beneficiary shall be entitled to receive following the expiration of such performance period, a pro-rata portion of any amounts otherwise payable with respect to, or a pro-rata
    right to exercise, the Performance Unit, in each case determined based on the number of days in the performance period that shall have elapsed prior to such termination and the remainder of such Performance Unit shall be canceled; and 

        (iii) if termination of Service occurs prior to the expiration of any performance period applicable to a Performance Unit and such termination
    is by reason other than as provided in Section 10(c)(i) or (ii), any Performance Unit Award held by the Participant shall be canceled as 



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    of such termination of employment and shall have no further force or effect. 




       Section 11. General Provisions Applicable to Awards. 


       (a) Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law. 


       (b) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award
granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a
different time from the grant of such other Awards or awards. 


       (c) Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or payment of an Award may be
made in the form of cash, Shares, other securities or other Awards, or any combination thereof, as determined by the Committee in its discretion at the time of grant, and may be made in a single payment or transfer, in installments, or on a deferred
basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include, without limitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments
or the grant or crediting of dividend equivalents in respect of installment or deferred payments. 


       (d) Except as may be permitted by the Committee, (i) no Award and no right under any Award shall be assignable, alienable, saleable or
transferable by a Participant otherwise than by will or pursuant to Section 11(e) and (ii) each Award, and each right under any Award, shall be exercisable during the Participant’s lifetime only by the Participant or, if permissible under
applicable law, by the Participant’s guardian or legal representative. The provisions of this paragraph shall not apply to any Award which has been fully exercised, earned or paid, as the case may be, and shall not preclude forfeiture of an
Award in accordance with the terms thereof. 


       (e) A Participant may designate a Beneficiary or change a previous beneficiary designation at such times prescribed by the Committee by using
forms and following procedures approved or accepted by the Committee for that purpose. If no Beneficiary designated by the Participant is eligible to receive payments or other benefits or exercise rights that are available under the Plan at the
Participant’s death, the Beneficiary shall be the Participant’s estate.


       (f) All certificates for Shares or other securities delivered under the Plan pursuant to any Award or the exercise thereof shall be subject to
such stop 


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  transfer orders and other restrictions as the Committee may deem advisable under the Plan or the rules, regulations, and other requirements of the Securities and Exchange Commission, any stock exchange upon which such Shares or
other securities are then listed, and any applicable Federal or state securities laws, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions. 


       (g) Unless specifically provided to the contrary in any Award Agreement, upon a Change in Control, all Awards shall become fully exercisable, shall vest and shall be settled, as applicable, and any restrictions applicable to any Award shall automatically lapse. 
  Upon a Change in Control, Performance Unit Awards shall be considered to be earned and payable in full at the target level and any deferral or other restriction shall lapse and such Performance Unit Awards shall be
immediately settled or distributed. 


       Section 12. Amendments and Termination. 


       (a) Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Agreement or in the Plan, the Board
may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided, however, that no such amendment, alteration, suspension, discontinuation or
termination shall be made without (i) shareholder approval if such approval is required by the listed company rules of the stock exchange, if any, on which the Shares are principally traded or quoted or (ii) the consent of the affected Participant,
if such action would adversely affect the rights of such Participant under any outstanding Award, except to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law,
stock exchange rules and regulations or accounting or tax rules and regulations. Notwithstanding anything to the contrary herein, the Committee may amend the Plan in such manner as may be necessary to enable the Plan to achieve its stated purposes
in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations. 


       (b) The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate, any Award
theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or beneficiary of an Award, provided, however, that no such action shall impair
the rights of any affected Participant or holder or beneficiary under any Award theretofore granted under the Plan, except to the extent any such action is made to cause the Plan to comply with applicable law, stock exchange rules and regulations or
accounting or tax rules and regulations; and provided further that, except as provided in Section 5(d), no such action shall directly or indirectly, through cancellation and regrant or any
other method, reduce, or have the effect of reducing, the exercise price of any Award established at the time of grant thereof and provided further, that the Committee’s authority 

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  under this Section 12(b) is limited in the case of Awards subject to Section 9(c), as set forth in Section 9(c). 


       (c) Except as noted in Section 9(c), the Committee shall be authorized to make adjustments in the terms and conditions of, and the criteria
included in, Awards in recognition of events (including, without limitation, the events described in Section 5(d)) affecting the Company, or the financial statements of the Company, or of changes in applicable laws, regulations or accounting
principles, whenever the Committee determines that such adjustments are appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan. 


       (d) Any provision of the Plan or any Award Agreement to the contrary notwithstanding, the Committee may cause any Award granted hereunder to be
canceled in consideration of a cash payment or alternative Award made to the holder of such canceled Award equal in value to the Fair Market Value of such canceled Award, except that this Section 12(d) shall not be interpreted to permit any
transaction that is prohibited by the second proviso of Section 12(b) relating to the direct or indirect repricing of Awards. 


       (e) The Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan or any Award in the manner and to the
extent it shall deem desirable to carry the Plan into effect. 


     Section 13. Miscellaneous.


       (a) No employee, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for
uniformity of treatment of employees, Participants, or holders or beneficiaries of Awards under the Plan. The terms and conditions of Awards need not be the same with respect to each recipient. 


       (b) The Company shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or
from any compensation or other amount owing to a Participant the amount (in cash, Shares, other securities or other Awards) of withholding taxes due in respect of an Award, its exercise, or any payment or transfer under such Award or under the Plan
and to take such other action (including, without limitation, providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company to satisfy all obligations for the payment of such
taxes. 


       (c) Nothing contained in the Plan shall prevent the Company from adopting or continuing in effect other or additional compensation
arrangements, 


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  and such arrangements may be either generally applicable or applicable only in specific cases. 


       (d) The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide
services to, the Company or any Affiliate. Further, the Company or the applicable Affiliate may at any time dismiss a Participant, free from any liability, or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award
Agreement or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in such Award. 


       (e) If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction, or as to
any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended
without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award shall remain in full
force and effect. 


       (f) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship
between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of
the Company. 


       (g) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or
other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be canceled, terminated or otherwise eliminated. 


       Section 14. Effective Date of the Plan.


       The Plan shall be effective as of the date of June 23, 2005.


       Section 15. Term of the Plan.


       No Award shall be granted under the Plan after the date of the annual shareholders meeting in the tenth year after the effective date of the Plan. However, unless otherwise expressly provided in the
Plan or in an applicable Award Agreement, any Award theretofore granted may extend beyond such date,

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  and the authority of the Committee to amend, alter, adjust, suspend, discontinue, or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall
extend beyond such date. 

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