Exhibit 10.7


 


 


The Howard Hughes Corporation


2010 Long-Term Incentive Plan


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 1.

  	
  ESTABLISHMENT &
  PURPOSE

  	
  1

  
	
   

  	
   

  	
   

  
	
  1.1

  	
  Establishment

  	
  1

  
	
  1.2

  	
  Purpose
  of the Plan

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 2.

  	
  DEFINITIONS

  	
  1

  
	
   

  	
   

  	
   

  
	
  ARTICLE 3.

  	
  ADMINISTRATION

  	
  4

  
	
   

  	
   

  	
   

  
	
  3.1

  	
  Authority
  of the Committee

  	
  4

  
	
  3.2

  	
  Delegation

  	
  4

  
	
   

  	
   

  	
   

  
	
  ARTICLE 4.

  	
  ELIGIBILITY
  AND PARTICIPATION

  	
  4

  
	
   

  	
   

  	
   

  
	
  4.1

  	
  Eligibility

  	
  4

  
	
  4.2

  	
  Type
  of Awards

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 5.

  	
  SHARES
  SUBJECT TO THE PLAN AND MAXIMUM AWARDS

  	
  5

  
	
   

  	
   

  	
   

  
	
  5.1

  	
  General

  	
  5

  
	
  5.2

  	
  Annual
  Award Limits

  	
  5

  
	
  5.3

  	
  Additional
  Shares

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE 6.

  	
  STOCK
  OPTIONS

  	
  5

  
	
   

  	
   

  	
   

  
	
  6.1

  	
  Grant
  of Options

  	
  5

  
	
  6.2

  	
  Terms
  of Option Grant

  	
  6

  
	
  6.3

  	
  Option
  Term

  	
  6

  
	
  6.4

  	
  Method
  of Exercise

  	
  6

  
	
  6.5

  	
  Limitations
  on Incentive Stock Options

  	
  6

  
	
  6.6

  	
  Performance
  Goals

  	
  6

  
	
   

  	
   

  	
   

  
	
  ARTICLE 7.

  	
  STOCK
  APPRECIATION RIGHTS

  	
  7

  
	
   

  	
   

  	
   

  
	
  7.1

  	
  Grant
  of Stock Appreciation Rights

  	
  7

  
	
  7.2

  	
  Terms
  of Stock Appreciation Right

  	
  7

  
	
  7.3

  	
  Tandem
  Stock Appreciation Rights and Options

  	
  7

  
	
   

  	
   

  	
   

  
	
  ARTICLE 8.

  	
  RESTRICTED
  STOCK

  	
  7

  
	
   

  	
   

  	
   

  
	
  8.1

  	
  Grant
  of Restricted Stock

  	
  7

  
	
  8.2

  	
  Terms
  of Restricted Stock Awards

  	
  7

  
	
  8.3

  	
  Voting
  and Dividend Rights

  	
  7

  
	
  8.4

  	
  Performance
  Goals

  	
  8

  
	
  8.5

  	
  Section 83(b) Election

  	
  8

  



 


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TABLE OF CONTENTS


(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE 9.

  	
  OTHER
  STOCK-BASED AWARDS

  	
  8

  
	
   

  	
   

  	
   

  
	
  ARTICLE 10.

  	
  PERFORMANCE-BASED
  COMPENSATION

  	
  8

  
	
   

  	
   

  	
   

  
	
  10.1

  	
  Grant
  of Performance-Based Compensation

  	
  8

  
	
  10.2

  	
  Performance
  Measures

  	
  8

  
	
  10.3

  	
  Establishment
  of Performance Goals for Covered Employees

  	
  9

  
	
  10.4

  	
  Adjustment
  of Performance-Based Compensation

  	
  9

  
	
  10.5

  	
  Certification
  of Performance

  	
  9

  
	
  10.6

  	
  Interpretation

  	
  9

  
	
   

  	
   

  	
   

  
	
  ARTICLE 11.

  	
  COMPLIANCE
  WITH SECTION 409A OF THE CODE AND SECTION 457A OF THE CODE

  	
  9

  
	
   

  	
   

  	
   

  
	
  11.1

  	
  General

  	
  9

  
	
  11.2

  	
  Payments
  to Specified Employees

  	
  9

  
	
  11.3

  	
  Separation
  from Service

  	
  10

  
	
  11.4

  	
  Section 457A

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 12.

  	
  ADJUSTMENTS

  	
  10

  
	
   

  	
   

  	
   

  
	
  12.1

  	
  Adjustments
  in Authorized Shares

  	
  10

  
	
  12.2

  	
  Change
  of Control

  	
  10

  
	
   

  	
   

  	
   

  
	
  ARTICLE 13.

  	
  DURATION,
  AMENDMENT, MODIFICATION, SUSPENSION AND TERMINATION

  	
  11

  
	
   

  	
   

  	
   

  
	
  13.1

  	
  Duration
  of the Plan

  	
  11

  
	
  13.2

  	
  Amendment,
  Modification, Suspension and Termination of Plan

  	
  11

  
	
   

  	
   

  	
   

  
	
  ARTICLE 14.

  	
  GENERAL
  PROVISIONS

  	
  11

  
	
   

  	
   

  	
   

  
	
  14.1

  	
  No
  Right to Service

  	
  11

  
	
  14.2

  	
  Settlement
  of Awards; Fractional Shares

  	
  11

  
	
  14.3

  	
  Tax
  Withholding

  	
  12

  
	
  14.4

  	
  No
  Guarantees Regarding Tax Treatment

  	
  12

  
	
  14.5

  	
  Non-Transferability
  of Awards

  	
  12

  
	
  14.6

  	
  Conditions
  and Restrictions on Shares

  	
  12

  
	
  14.7

  	
  Compliance
  with Law

  	
  12

  
	
  14.8

  	
  Rights
  as a Shareholder

  	
  13

  
	
  14.9

  	
  Severability

  	
  13

  
	
  14.10

  	
  Unfunded
  Plan

  	
  13

  



 


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(continued)


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  14.11

  	
  No
  Constraint on Corporate Action

  	
  13

  
	
  14.12

  	
  Successors

  	
  13

  
	
  14.13

  	
  Governing
  Law

  	
  13

  
	
  14.14

  	
  Data
  Protection

  	
  13

  
	
  14.15

  	
  Effective
  Date

  	
  14

  



 


iii














 


The Howard Hughes Corporation


Long-Term Incentive Plan


 


Article 1.               Establishment &
Purpose


 


1.1          Establishment.  The Howard Hughes Corporation, a Delaware
corporation  hereby establishes The
Howard Hughes Corporation 2010 Equity Incentive Plan (hereinafter referred to
as the “Plan”) as set forth in this document.


 


1.2          Purpose
of the Plan.  The purpose
of this Plan is to attract, retain and motivate officers, employees, and
non-employee directors providing services to the Company, any of its
Subsidiaries, or Affiliates and to promote the success of the Company’s
business by providing the participants of the Plan with appropriate incentives.


 


Article 2.               Definitions


 


Whenever capitalized in the
Plan, the following terms shall have the meanings set forth below.


 


2.1          “Affiliate” means any
entity that the Company, either directly or indirectly, is in common control
with, is controlled by or controls, or any entity in which the Company has a
substantial equity interest, direct or indirect; provided, however, to the extent
that Awards must cover “service recipient stock” in order to comply with Section 409A
of the Code, “Affiliate” shall be limited to those entities which could qualify
as an “eligible issuer” under Section 409A of the Code.


 


2.2          “Annual
Award Limit” shall have the meaning set forth in Section 5.2.


 


2.3          “Award” means any
Option, Stock Appreciation Right, Restricted Stock, Other Stock-Based Award, or
Performance-Based Compensation Award that is granted under the Plan.


 


2.4          “Award
Agreement” means either (a) a written agreement entered
into by the Company and a Participant setting forth the terms and provisions
applicable to an Award granted under this Plan, or (b) a written statement
issued by the Company, a Subsidiary, or Affiliate to a Participant describing
the terms and conditions of the actual grant of such Award.


 


2.5          “Beneficial
Owner” or “Beneficial Ownership”
shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules and
Regulations under the Exchange Act.


 


2.6          “Board” means the
Board of Directors of the Company.


 


2.7          “Change
of Control” unless otherwise specified in the Award Agreement,
means the occurrence of any of the following events:


 


(a)           any consolidation,
amalgamation, or merger of the Company with or into any other Person, or any
other corporate reorganization, business combination, transaction or transfer
of securities of the Company by its stockholders, or a series of transactions
(including the acquisition of capital stock of the Company), whether or not the
Company is a party thereto, in which the stockholders of the Company
immediately prior to such consolidation, merger, reorganization, business
combination or transaction, collectively have Beneficial Ownership, directly or
indirectly, of capital stock representing directly, or indirectly through one
or more entities, less than fifty percent (50%) of the equity (measured by 


 


1

















 


economic value or voting
power (by contract, share ownership or otherwise) of the Company or other
surviving entity immediately after such consolidation, merger, reorganization,
business combination or transaction;


 


(b)           the sale or disposition, in
one transaction or a series of related transactions, of all or substantially
all of the assets of the Company to any Person;


 


(c)           during any period of twelve
consecutive months commencing on or after the Effective Date, individuals who
as of the beginning of such period constituted the entire Board (together with
any new directors whose election by such Board or nomination for election by
the Company’s shareholders was approved by a vote of at least two-thirds of the
directors of the Company, then still in office, who were directors at the
beginning of the period or whose election or nomination for election was
previously so approved) cease for any reason to constitute a majority thereof;
or


 


(d)           approval by the shareholders
of the Company of a complete liquidation or dissolution of the Company.


 


2.8          “Code” means the U.S.
Internal Revenue Code of 1986, as amended from time to time.


 


2.9          “Committee” means the
Compensation Committee of the Board or any other committee designated by the
Board to administer this Plan.  To the
extent applicable, the Committee shall have at least two members, each of whom
shall be (i) a Non-Employee Director, (ii) an Outside Director, and (iii) an
“independent director” within the meaning of the listing requirements of any
exchange on which the Company is listed.


 


2.10        “Company” means The
Howard Hughes Corporation, a Delaware corporation, and any successor thereto.


 


2.11        “Covered Employee” means for any
Plan Year, a Participant designated by the Company as a potential “covered
employee” as such term is defined in Section 162(m) of the Code.


 


2.12        “Director” means a member
of the Board who is not an Employee.


 


2.13        “Effective Date” means the date
set forth in Section 14.15.


 


2.14        “Employee” means an
officer or other employee of the Company, a Subsidiary or Affiliate, including
a member of the Board who is an employee of the Company, a Subsidiary or
Affiliate.


 


2.15        “Exchange Act” means the
Securities Exchange Act of 1934, as amended from time to time.


 


2.16        “Fair Market Value” means, as of
any date, the per Share value determined as follows, in accordance with
applicable provisions of Section 409A of the Code:


 


(a)           The
closing price of a Share on a recognized national exchange or any established
over-the-counter trading system on which dealings take place, or if no trades
were made on any such day, the immediately preceding day on which trades were
made; or


 


2

















 


(b)           In the absence of an
established market for the Shares of the type described in (a) above, the
per Share Fair Market Value thereof shall be determined by the Committee in good
faith and in accordance with applicable provisions of Section 409A of the
Code.


 


2.17        “Incentive
Stock Option” means an Option intended to meet the requirements
of an incentive stock option as defined in Section 422 of the Code and
designated as an Incentive Stock Option.


 


2.18        “Joint
Plan of Reorganization”
means that certain Joint Plan of Reorganization under Chapter 11 of the
Bankruptcy Code by the Company and certain of its Subsidiaries filed with the
United States Bankruptcy Court for the Southern District of New York on [·].


 


2.19        “Non-Employee Director” means a person
defined in Rule 16b-3(b)(3) promulgated by the Securities and
Exchange Commission under the Exchange Act, or any successor definition adopted
by the Securities and Exchange Commission.


 


2.20        “Nonqualified Stock Option” means an
Option that is not an Incentive Stock Option.


 


2.21        “Other Stock-Based Award” means any
right granted under Article 9 of the Plan.


 


2.22        “Option” means any
stock option granted under Article 6 of the Plan.


 


2.23        “Option Price” means the
purchase price per Share subject to an Option, as determined pursuant to Section 6.2
of the Plan.


 


2.24        “Outside Director” means a member
of the Board who is an “outside director” within the meaning of Section 162(m) of
the Code and the regulations promulgated thereunder.


 


2.25        “Participant” means any
eligible person as set forth in Section 4.1 to whom an Award is granted.


 


2.26        “Performance-Based
Compensation” means compensation under an Award that is intended
to constitute “qualified performance-based compensation” within the meaning of
the regulations promulgated under Section 162(m) of Code or any
successor provision.


 


2.27        “Performance Measures” means measures
as described in Section 10.2 on which the performance goals are based in
order to qualify Awards as Performance-Based Compensation.


 


2.28        “Performance Period” means the
period of time during which the performance goals must be met in order to
determine the degree of payout and/or vesting with respect to an Award.


 


2.29        “Person” shall have the
meaning ascribed to such term in Section 3(a)(9) of the Exchange Act
and used in Sections 13(d) and 14(d) thereof, including a “group”
as defined in Section 13(d) thereof.


 


2.30        “Plan” means The
Howard Hughes Corporation 2010 Equity Incentive Plan.


 


2.31        “Plan Year” means the
applicable fiscal year of the Company.


 


2.32        “Restricted Stock” means any
Award granted under Article 8 of the Plan.


 


3

















 


2.33        “Restriction Period” means the
period during which Restricted Stock awarded under Article 8 of the Plan
is subject to forfeiture.


 


2.34        “Service” means service
as an Employee or Director.


 


2.35        “Share” means a share
of common stock of the Company, par value $0.01 per share, or such other class
or kind of shares or other securities resulting from the application of Article 12
hereof.


 


2.36        “Stock Appreciation Right” means any
right granted under Article 7 of the Plan.


 


2.37        “Subsidiary” means any
corporation, partnership, limited liability company or other legal entity of
which the Company, directly or indirectly, owns stock or other equity interests
possessing fifty percent (50%) or more of the total combined voting power of
all classes of stock or other equity interests (as determined in a manner consistent
with Section 409A of the Code).


 


2.38        “Ten Percent Shareholder” means a person
who on any given date owns, either directly or indirectly (taking into account
the attribution rules contained in Section 424(d) of the Code),
stock possessing more than ten percent (10%) of the total combined voting power
of all classes of stock of the Company or a Subsidiary or Affiliate.


 


Article 3.               Administration


 


3.1          Authority of the Committee.  The Plan shall be administered by the
Committee, which shall have full power to interpret and administer the Plan and
Award Agreements and full authority to select the Employees and Directors to
whom Awards will be granted, and to determine the type and amount of Awards to
be granted to each such Employee or Director, and the terms and conditions of
Awards and Award Agreements.  Without limiting the generality of the foregoing,
the Committee may, in its sole discretion but subject to the limitations in Article 13,
clarify, construe or resolve any ambiguity in any provision of the Plan or any
Award Agreement, extend the term or period of exercisability of any Awards, or
waive any terms or conditions applicable to any Award.  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 any of its Subsidiaries
or Affiliates or a company acquired by the Company or with which the Company
combines.  The Committee shall
have full and exclusive discretionary power to adopt rules, forms, instruments,
and guidelines for administering the Plan as the Committee deems necessary or
proper.  All actions taken and all
interpretations and determinations made by the Committee or by the Board (or
any other committee or sub-committee thereof), as applicable, shall be final
and binding upon the Participants, the Company, and all other interested
individuals.


 


3.2          Delegation.  The Committee may delegate to one or more of
its members or one or more executive officers of the Company such administrative
duties or powers as it may deem advisable; provided that
no delegation shall be permitted under the Plan that is prohibited by
applicable law.


 


Article 4.               Eligibility
and Participation


 


4.1          Eligibility.  Participants will consist of such Employees and
Directors as the Committee in its sole discretion determines and whom the
Committee may designate from time to time to receive Awards.  Designation of a Participant in any year
shall not require the Committee to designate such person to receive an Award in
any other year or, once designated, to receive the same type or amount of Award
as granted to the Participant in any other year.


 


4

















 


4.2          Type of Awards.  Awards under the Plan may be granted in any
one or a combination of:  (a) Options,
(b) Stock Appreciation Rights, (c) Restricted Stock, (d) Other
Stock-Based Awards, and (e) Performance-Based Compensation Awards.  The Plan sets forth the types of performance
goals and sets forth procedural requirements to permit the Company to design
Awards that qualify as Performance-Based Compensation, as described in Article 10
hereof.  Awards granted under the Plan
shall be evidenced by Award Agreements (which need not be identical) that
provide additional terms and conditions associated with such Awards, as
determined by the Committee in its sole discretion; provided,
however, that in the event of any
conflict between the provisions of the Plan and any such Award Agreement, the
provisions of the Plan shall prevail.


 


Article 5.               Shares
Subject to the Plan and Maximum Awards


 


5.1          General.  Subject to adjustment as provided in Article 12
hereof, the maximum number of Shares available for issuance to Participants
pursuant to Awards under the Plan shall be equal to [eight percent (8%) of the
outstanding fully diluted Shares of the
Company as of the Effective Date (including shares issuable under the Joint
Plan of Reorganization)].  The
number of Shares available for granting Incentive Stock Options under the Plan
shall not exceed [eight percent (8%) of the outstanding fully diluted Shares of the Company as of the Effective Date (including shares
issuable under the Joint Plan of Reorganization)], subject to Article 12
hereof and the provisions of Sections 422 or 424 of the Code and any successor
provisions.  The Shares available for
issuance under the Plan may consist, in whole or in part, of authorized and
unissued Shares or treasury Shares.


 


5.2          Annual
Award Limits.  The maximum number of Shares
with respect to Awards denominated in Shares (or the equivalent dollar value) that
may be granted to any Participant in any Plan Year shall be 500,000 Shares,
subject to adjustments made in accordance with Article 12 hereof (the “Annual
Award Limit”).


 


5.3          Additional Shares.  In the event that any outstanding Award
expires, is forfeited, cancelled or otherwise terminated without the issuance
of Shares or is otherwise settled for cash, the Shares subject to such Award,
to the extent of any such forfeiture, cancellation, expiration, termination or
settlement for cash, shall again be available for Awards.  If the Committee authorizes the assumption
under this Plan, in connection with any merger, consolidation, acquisition of
property or stock, or reorganization, of awards granted under another plan,
such assumption shall not (i) reduce the maximum number of Shares
available for issuance under this Plan or (ii) be subject to or counted
against a Participant’s Annual Award Limit.


 


Article 6.               Stock
Options


 


6.1          Grant of Options.  The Committee is hereby authorized to grant
Options to Participants.  Each Option
shall permit a Participant to purchase from the Company a stated number of
Shares at an Option Price established by the Committee, subject to the terms
and conditions described in this Article 6 and to such additional terms
and conditions, as established by the Committee, in its sole discretion, that
are consistent with the provisions of the Plan. 
Options shall be designated as either Incentive Stock Options or
Nonqualified Stock Options, provided that Options granted to Directors shall be
Nonqualified Stock Options.  An Option
granted as an Incentive Stock Option shall, to the extent it fails to qualify
as an Incentive Stock Option, be treated as a Nonqualified Stock Option.  Neither the Committee, the Company, any of
its Subsidiaries or Affiliates, nor any of their employees and representatives
shall be liable to any Participant or to any other Person if it is determined
that an Option intended to be an Incentive Stock Option does not qualify as an
Incentive Stock Option.  Each option
shall be evidenced by Award Agreements which shall state the number of Shares
covered by such Option.  Such agreements
shall conform to the requirements of the Plan, and may contain such other
provisions, as the Committee shall deem advisable.


 


5

















 


6.2          Terms of Option Grant.  The Option Price shall be determined by the
Committee at the time of grant, but shall not be less than one-hundred percent
(100%) of the Fair Market Value of a Share on the date of grant.  In the case of any Incentive Stock Option
granted to a Ten Percent Shareholder, the Option Price shall not be less than
one-hundred-ten percent (110%) of the Fair Market Value of a Share on the date
of grant.


 


6.3          Option Term.  The term of each Option shall be determined
by the Committee at the time of grant and shall be stated in the Award
Agreement, but in no event shall such term be greater than ten (10) years
(or, in the case on an Incentive Stock Option granted to a Ten Percent
Shareholder, five (5) years).


 


6.4          Method of Exercise.  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 Article 6, 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) of the
following sentence (including the applicable tax withholding pursuant to Section 14.3
of the Plan).  The aggregate Option 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 cashier’s check), (ii) to the extent
permitted by the Committee, in Shares (whether or not previously owned by the
Participant) 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, (iii) partly in cash and, to the extent
permitted by the Committee, partly in such Shares (as described in (ii) above)
or (iv) if there is a public market for the Shares at such time, subject
to such requirements as may be imposed by the Committee, 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.  The Committee may
prescribe any other method of payment that it determines to be consistent with
applicable law and the purpose of the Plan.


 


6.5          Limitations on Incentive Stock
Options.  Incentive
Stock Options may be granted only to employees of the Company or of a “parent
corporation” or “subsidiary corporation” (as such terms are defined in Section 424
of the Code) at the date of grant.  The
aggregate Fair Market Value (generally determined as of the time the Option is
granted) of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by a Participant during any calendar year under
all plans of the Company and of any “parent corporation” or “subsidiary
corporation” shall not exceed one hundred thousand dollars ($100,000), or the
Option shall be treated as a Nonqualified Stock Option.  For purposes of the preceding sentence, Incentive
Stock Options will be taken into account generally in the order in which they
are granted.  Each provision of the Plan
and each Award Agreement relating to an Incentive Stock Option shall be
construed so that each Incentive Stock Option shall be an incentive stock
option as defined in Section 422 of the Code, and any provisions of the
Award Agreement thereof that cannot be so construed shall be disregarded.


 


6.6          Performance Goals.  The Committee may condition the grant of
Options or the vesting of Options upon the Participant’s achievement of one or
more performance goal(s) (including the Participant’s provision of
Services for a designated time period), as specified in the Award
Agreement.  If the Participant fails to
achieve the specified performance goal(s), the Committee shall not grant the
Option to such Participant or the Option shall not vest, as applicable.


 


6














 


Article 7.               Stock
Appreciation Rights


 


7.1          Grant
of Stock Appreciation Rights.  The Committee is hereby authorized to grant
Stock Appreciation Rights to Participants, including a grant of Stock
Appreciation Rights in tandem with any Option at the same time such Option is
granted (a “Tandem SAR”).  Stock
Appreciation Rights shall be evidenced by Award Agreements that shall conform
to the requirements of the Plan and may contain such other provisions, as the
Committee shall deem advisable.  Subject
to the terms of the Plan and any applicable Award Agreement, a Stock
Appreciation Right granted under the Plan shall confer on the holder thereof a
right to receive, upon exercise thereof, the excess of (a) the Fair Market
Value of a specified number of Shares on the date of exercise over (b) the
grant price of the right as specified by the Committee on the date of the
grant.  Such payment may be in the form
of cash, Shares, other property or any combination thereof, as the Committee
shall determine in its sole discretion.


 


7.2          Terms of Stock Appreciation
Right.  Subject to the terms of the
Plan and any applicable Award Agreement, the grant price (which shall not be
less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant), term, methods
of exercise, methods of settlement, and any other terms and conditions of any
Stock Appreciation Right shall be as determined by the Committee.  The Committee may impose such other
conditions or restrictions on the exercise of any Stock Appreciation Right as
it may deem appropriate.  No Stock
Appreciation Right shall have a term of more than ten (10) years from the
date of grant.


 


7.3          Tandem Stock Appreciation Rights
and Options.  A Tandem SAR
shall be exercisable only to the extent that the related Option is exercisable
and shall expire no later than the expiration of the related Option.  Upon the exercise of all or a portion of a
Tandem SAR, a Participant shall be required to forfeit the right to purchase an
equivalent portion of the related Option (and, when a Share is purchased under
the related Option, the Participant shall be required to forfeit an equivalent
portion of the Stock Appreciation Right).


 


Article 8.               Restricted
Stock


 


8.1          Grant of Restricted Stock.  An Award of Restricted Stock
is a grant by the Committee of a specified number of Shares to the Participant,
which Shares are subject to forfeiture upon the occurrence of specified events.  Restricted
Stock shall be evidenced by an Award Agreement, which shall conform to the
requirements of the Plan and may contain such other provisions, as the
Committee shall deem advisable.


 


8.2          Terms of Restricted Stock Awards.  Each Award Agreement evidencing a Restricted
Stock grant shall specify the period(s) of restriction, the number of
Shares of Restricted Stock subject to the Award, the performance, employment or
other conditions (including the termination of a Participant’s Service whether
due to death, disability or other reason) under which the Restricted Stock may
be forfeited to the Company and such other provisions as the Committee shall
determine.  At the end of the Restriction
Period, the restrictions imposed hereunder and under the Award Agreement shall
lapse with respect to the number of Shares of Restricted Stock as determined by
the Committee, and the legend shall be removed and such number of Shares
delivered to the Participant (or, where appropriate, the Participant’s legal
representative).


 


8.3          Voting and Dividend Rights.  Unless otherwise provided in an Award
Agreement, Participants shall have none of the rights of a stockholder of the
Company with respect to Restricted Stock until the end of the Restricted
Period; provided, that, Participants shall have the right to vote and receive
dividends on Restricted Stock during the Restriction Period.  Dividends shall be paid to Participants at
the same time that other shareholders of common stock of the Company receive
such dividends.


 


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8.4          Performance Goals.  The Committee may condition the grant of
Restricted Stock or the expiration of the Restriction Period upon the
Participant’s achievement of one or more performance goal(s) (including
the Participant’s provision of Services for a designated time period), as
specified in the Award Agreement.  If the
Participant fails to achieve the specified performance goal(s), the Committee
shall not grant the Restricted Stock to such Participant or the Participant
shall forfeit the Award of Restricted Stock to the Company, as applicable.


 


8.5          Section 83(b) Election.  If a Participant makes an election pursuant
to Section 83(b) of the Code concerning Restricted Stock, the
Participant shall be required to file promptly a copy of such election with the
Company.


 


Article 9.               Other
Stock-Based Awards


 


The Committee, in its sole
discretion, may grant Awards of 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 (the “Other Stock-Based Awards”), including without limitation, restricted stock units and other phantom
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
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).


 


Article 10.            Performance-Based
Compensation


 


10.1        Grant
of Performance-Based Compensation.  To the extent permitted by Section 162(m) of
the Code, the Committee is authorized to design any Award so that the amounts
or Shares payable or distributed pursuant to such Award are treated as “qualified
performance-based compensation” within the meaning of Section 162(m) of
the Code and related regulations.


 


10.2        Performance
Measures.  The vesting,
crediting and/or payment of Performance-Based Compensation shall be based on
the achievement of objective performance goals based on one or more of the
following Performance Measures:  (i) consolidated
earnings before or after taxes (including earnings before interest, taxes,
depreciation and amortization); (ii) net income; (iii) operating
income; (iv) earnings per Share; (v) book value per Share; (vi) return
on shareholders’ equity; (vii) expense management; (viii) return on
investment; (ix) improvements in capital structure; (x) profitability
of an identifiable business unit or product; (xi) maintenance or
improvement of profit margins; (xii) stock price; (xiii) market
share; (xiv) revenues or sales; (xv) costs; (xvi) cash flow; (xvii) working
capital; (xviii) return on assets; (xix) store openings or
refurbishment plans; (xx) staff training; and (xxi) corporate social
responsibility policy implementation.


 


Any Performance Measure may
be (i) used to measure the performance of the Company and/or any of its
Subsidiaries or Affiliates as a whole, any business unit thereof or any
combination thereof against any goal including past performance or (ii) compared
to the performance of a group of comparable companies, or a published or
special index, in each case that the Committee, in its sole discretion, deems
appropriate.  Subject to Section 162(m) of
the Code, the Committee
may adjust the 


 


8

















 


performance goals (including to prorate goals and
payments for a partial Plan Year) in the event of the following
occurrences:  (a) non-recurring
events, including divestitures, spin-offs, or changes in accounting standards
or policies; (b) mergers and acquisitions; and (c) financing
transactions, including selling accounts receivable.


 


10.3        Establishment of Performance
Goals for Covered Employees.  No later than ninety (90) days after the
commencement of a Performance Period (but in no event after twenty-five percent
(25%) of such Performance Period has elapsed), the Committee shall establish in
writing:  (i) the performance goals
applicable to the Performance Period; (ii) the Performance Measures to be
used to measure the performance goals in terms of an objective formula or
standard; (iii) the formula
for computing the amount of compensation payable to the Participant if such
performance goals are obtained; and (iv) the Participants or class of
Participants to which such performance goals apply.  The outcome of such performance goals must be
substantially uncertain when the Committee establishes the goals.


 


10.4        Adjustment of Performance-Based
Compensation.  Awards that
are designed to qualify as Performance-Based Compensation may not be adjusted
upward.  The Committee shall retain the
discretion to adjust such Awards downward, either on a formula or discretionary
basis or any combination, as the Committee determines.


 


10.5        Certification of Performance.  Except for Awards that pay compensation
attributable solely to an increase in the value of Shares, no Award designed to
qualify as Performance-Based Compensation shall be vested, credited or paid, as
applicable, with respect to any Participant until the Committee certifies in
writing that the performance goals and any other material terms applicable to
such Performance Period have been satisfied.


 


10.6        Interpretation.  Each provision of the Plan and each Award
Agreement relating to Performance-Based Compensation shall be construed so that
each such Award shall be “qualified performance-based compensation” within the
meaning of Section 162(m) of the Code and related regulations, and
any provisions of the Award Agreement thereof that cannot be so construed shall
be disregarded.


 


Article 11.            Compliance
with Section 409A of the Code and Section 457A of the Code


 


11.1        General.  The Company intends that any Awards be structured
in compliance with, or to satisfy an exemption from, Section 409A of the
Code and all regulations, guidance, compliance programs and other
interpretative authority thereunder (“Section 409A”),
such that there are no adverse tax consequences, interest, or penalties as a
result of the Awards.  Notwithstanding
the Company’s intention, in the event any Award is subject to Section 409A,
the Committee may, in its sole discretion and without a Participant’s prior
consent, amend the Plan and/or Awards, adopt policies and procedures, or take
any other actions (including amendments, policies, procedures and actions with
retroactive effect) as are necessary or appropriate to (i) exempt the Plan
and/or any Award from the application of Section 409A, (ii) preserve
the intended tax treatment of any such Award, or (iii) comply with the
requirements of Section 409A, including without limitation any such
regulations guidance, compliance programs and other interpretative authority
that may be issued after the date of grant of an Award.


 


11.2        Payments
to Specified Employees. 
Notwithstanding any contrary provision in the Plan or Award Agreement,
any payment(s) of nonqualified deferred compensation (within the meaning
of Section 409A) that are otherwise required to be made under the Plan to
a “specified employee” (as defined under Section 409A) as a result of his
or her separation from service (other than a payment that is not subject to Section 409A)
shall be delayed for the first six (6) months following such separation
from service (or, if earlier, the date of death of the specified employee) and
shall instead be paid (in a manner 


 


9

















 


set
forth in the Award Agreement) on the payment date that immediately follows the
end of such six-month period or as soon as administratively practicable within
90 days thereafter, but in no event later than the end of the applicable
taxable year.


 


11.3        Separation
from Service.  A
termination of employment shall not be deemed to have occurred for purposes of
any provision of the Plan or any Award Agreement providing for the payment of
any amounts or benefits that are considered nonqualified deferred compensation
under Section 409A upon or following a termination of employment, unless
such termination is also a “separation from service” within the meaning of Section 409A
and the payment thereof prior to a “separation from service” would violate Section 409A.  For purposes of any such provision of the
Plan or any Award Agreement relating to any such payments or benefits,
references to a “termination,” “termination of employment” or like terms shall
mean “separation from service.”


 


11.4        Section 457A.  In the event any Award is subject to Section 457A
of the Code (“Section 457A”), the Committee may, in its sole
discretion and without a Participant’s prior consent, amend the Plan and/or
Awards, adopt policies and procedures, or take any other actions (including
amendments, policies, procedures and actions with retroactive effect) as are
necessary or appropriate to (i) exempt the Plan and/or any Award from the
application of Section 457A, (ii) preserve the intended tax treatment
of any such Award, or (iii) comply with the requirements of Section 457A,
including without limitation any such regulations, guidance, compliance
programs and other interpretative authority that may be issued after the date
of the grant.


 


Article 12.            Adjustments


 


12.1        Adjustments
in Authorized Shares.  In the
event of any corporate event or transaction involving the Company, a Subsidiary
and/or an Affiliate (including, but not limited to, a change in the Shares of
the Company or the capitalization of the Company) such as a merger,
consolidation, reorganization, recapitalization, separation, stock dividend,
stock split, reverse stock split, split up, spin-off, combination of Shares,
exchange of Shares, dividend in kind, amalgamation, or other like change in
capital structure (other than regular cash dividends to shareholders of the
Company), or any similar corporate event or transaction, the Committee, to
prevent dilution or enlargement of Participants’ rights under the Plan, shall
substitute or adjust, in its sole discretion, the number and kind of Shares or
other property that may be issued under the Plan or under particular forms of
Awards, the number and kind of Shares or other property subject to outstanding
Awards, the Option Price, grant price or purchase price applicable to
outstanding Awards, the Annual Award Limits, and/or other value determinations
applicable to the Plan or outstanding Awards.


 


12.2        Change
of Control.  Upon the
occurrence of a Change of Control after the Effective Date, unless otherwise
specifically prohibited under applicable laws or by the rules and
regulations of any governing governmental agencies or national securities
exchanges, or unless the Committee shall determine otherwise in the Award
Agreement, the Committee shall make one or more of the following adjustments to
the terms and conditions of outstanding Awards: 
(i) continuation or assumption of such outstanding Awards under the
Plan by the Company (if it is the surviving company or corporation) or by the
surviving company or corporation or its parent; (ii) substitution by the
surviving company or corporation or its parent of awards with substantially the
same terms for such outstanding Awards; (iii) accelerated exercisability,
vesting and/or lapse of restrictions under outstanding Awards immediately prior
to the occurrence of such event; (iv) upon written notice, provide that
any outstanding Awards must be exercised, to the extent then exercisable,
during a reasonable period of time immediately prior to the scheduled
consummation of the event, or such other period as determined by the Committee
(contingent upon the consummation of the event), and at the end of such period,
such Awards shall terminate to the extent not so exercised within the relevant
period; and (v) cancellation of all or any portion of outstanding 


 


10

















 


Awards
for fair value (as determined in the sole discretion of the Committee and which
may be zero) which, in the case of Options and Stock Appreciation Rights or
similar Awards, if the Committee so determines, may equal the excess, if any,
of the value of the consideration to be paid in the Change of Control
transaction to holders of the same number of Shares subject to such Awards (or,
if no such consideration is paid, Fair Market Value of the Shares subject to
such outstanding Awards or portion thereof being canceled) over the aggregate
Option Price or grant price, as applicable, with respect to such Awards or
portion thereof being canceled (which may be zero).


 


Article 13.            Duration,
Amendment, Modification, Suspension and Termination


 


13.1        Duration of the Plan.  Unless sooner terminated as provided in Section 13.2,
the Plan shall terminate on the tenth (10th) anniversary of the Effective Date.


 


13.2        Amendment, Modification,
Suspension and Termination of Plan.  The Committee may amend, alter, suspend,
discontinue, or terminate (for purposes of this Section 13.2, an “Action”)
the Plan or any portion thereof or any Award (or Award Agreement) thereunder at
any time; provided that no such Action shall be
made, other than as permitted under Article 11 or 12, (i) without
shareholder approval (A) if such approval is necessary to comply with any
tax or regulatory requirement applicable to the Plan, (B) if such Action
increases the number of Shares available under the Plan (other than an increase
permitted under Article 5 absent shareholder approval), (C) if such
Action results in a material increase in benefits permitted under the Plan (but
excluding increases that are immaterial or that are minor and to benefit the
administration of the Plan, to take account of any changes in applicable law, or
to obtain or maintain favorable tax, exchange, or regulatory treatment for the
Company, a Subsidiary, and/or an Affiliate) or a change in eligibility
requirements under the Plan, or (D) for any Action that results in a
reduction of the Option Price or grant price per Share, as applicable, of any
outstanding Options or Stock Appreciation Rights or cancellation of any
outstanding Options or Stock Appreciation Rights in exchange for cash, or for
other Awards, such as other Options or Stock Appreciation Rights, with an
Option Price or grant price per Share, as applicable, that is less than such
price of the original Options or Stock Appreciation Rights, and (ii) without the written consent of the affected
Participant, if such Action would materially diminish the rights of any
Participant under any Award theretofore granted to such Participant under the
Plan; provided, further,
that the Committee may amend the Plan,
any Award or any Award Agreement without such consent of the Participant in
such manner as it deems necessary to comply with applicable laws, including
without limitation, the Dodd-Frank Wall Street Reform and Consumer
Protection Act.


 


Article 14.            General
Provisions


 


14.1        No Right to Service.  The granting of an Award under the Plan shall
impose no obligation on the Company, any Subsidiary or any Affiliate to
continue the Service of a Participant and shall not lessen or affect any right
that the Company, any Subsidiary or any Affiliate may have to terminate the
Service 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 respect thereto need not be the same with respect to each Participant
(whether or not such Participants are similarly situated).


 


14.2        Settlement of Awards; Fractional
Shares.  Each Award Agreement shall
establish the form in which the Award shall be settled.  The Committee shall determine whether cash,
Awards, other securities or other property shall be issued or paid in lieu of
fractional Shares or whether such fractional Shares or any rights thereto shall
be rounded, forfeited or otherwise eliminated.


 


11

















 


14.3        Tax Withholding.  The Company shall have the power and the
right to deduct or withhold automatically from any amount deliverable under the
Award or otherwise, or require a Participant to remit to the Company, the
minimum statutory amount to satisfy federal, state, and local taxes, domestic
or foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of the Plan. 
With respect to required withholding, Participants may elect (subject to
the Company’s automatic withholding right set out above), subject to the
approval of the Committee, to satisfy the withholding requirement, in whole or
in part, by having the Company withhold Shares having a Fair Market Value on
the date the tax is to be determined equal to the minimum statutory total tax
that could be imposed on the transaction.


 


14.4        No Guarantees Regarding Tax Treatment.  Participants (or their beneficiaries) shall
be responsible for all taxes with respect to any Awards under the Plan.  The Committee and the Company make no
guarantees to any Person regarding the tax treatment of Awards or payments made
under the Plan.  Neither the Committee
nor the Company has any obligation to take any action to prevent the assessment
of any tax on any Person with respect to any Award under Section 409A of
the Code or Section 457A of the Code or otherwise and none of the Company,
any of its Subsidiaries or Affiliates, or any of their employees or representatives
shall have any liability to a Participant with respect thereto.


 


14.5        Non-Transferability of Awards.  Unless otherwise determined by the Committee,
an Award shall not be transferable or assignable by the Participant except in
the event of his death (subject to the applicable laws of descent and
distribution) and any such purported assignment, alienation, pledge,
attachment, sale, transfer or encumbrance shall be void and unenforceable
against the Company or any Affiliate.  No
transfer shall be permitted for value or consideration.  An award exercisable after the death of a
Participant may be exercised by the heirs, legatees, personal representatives
or distributees of the Participant.  Any
permitted transfer of the Awards to heirs, legatees, personal representatives
or distributees of the Participant shall not be effective to bind the Company
unless the Committee shall have been furnished with written notice thereof and
a copy of such evidence as the Committee may deem necessary to establish the
validity of the transfer and the acceptance by the transferee or transferees of
the terms and conditions hereof.


 


14.6        Conditions
and Restrictions on Shares.  The Committee may impose such other
conditions or restrictions on any Shares received in connection with an Award
as it may deem advisable or desirable. 
These restrictions may include, but shall not be limited to, a
requirement that the Participant hold the Shares received for a specified
period of time or a requirement that a Participant represent and warrant in
writing that the Participant is acquiring the Shares for investment and without
any present intention to sell or distribute such Shares.  The certificates for Shares may include any
legend which the Committee deems appropriate to reflect any conditions and
restrictions applicable to such Shares.


 


14.7        Compliance
with Law.  The granting
of Awards and the issuance of Shares under the Plan shall be subject to all
applicable laws, rules, and regulations, and to such approvals by any
governmental agencies, or any stock exchanges on which the Shares are admitted
to trading or listed, as may be required. 
The Company shall have no obligation to issue or deliver evidence of
title for Shares issued under the Plan prior to:


 


(a)           Obtaining any approvals from
governmental agencies that the Company determines are necessary or advisable;
and


 


(b)           Completion of any
registration or other qualification of the Shares under any applicable
national, state or foreign law or ruling of any governmental body that the
Company determines to be necessary or advisable.


 


12

















 


The restrictions contained
in this Section 14.7 shall be in addition to any conditions or
restrictions that the Committee may impose pursuant to Section 14.6.  The inability of the Company to obtain
authority from any regulatory body having jurisdiction, which authority is
deemed by the Company’s counsel to be necessary to the lawful issuance and sale
of any Shares hereunder, shall relieve the Company, its Subsidiaries and
Affiliates, and all of their employees and representatives of any liability in
respect of the failure to issue or sell such Shares as to which such requisite
authority shall not have been obtained.


 


14.8        Rights as a Shareholder.  Except as otherwise provided herein or in the
applicable Award Agreement, a Participant shall have none of the rights of a
shareholder with respect to Shares covered by any Award until the Participant
becomes the record holder of such Shares.


 


14.9        Severability.  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.


 


14.10      Unfunded Plan.  Participants shall have no right, title, or
interest whatsoever in or to any investments that the Company or any of its
Subsidiaries or Affiliates may make to aid it in meeting its obligations under
the Plan.  Nothing contained in the Plan,
and no action taken pursuant to its provisions, shall create or be construed to
create a trust of any kind, or a fiduciary relationship between the Company and
any Participant, beneficiary, legal representative, or any other Person.  To the extent that any Person acquires a
right to receive payments from the Company under the Plan, such right shall be
no greater than the right of an unsecured general creditor of the Company.  All payments to be made hereunder shall be
paid from the general funds of the Company and no special or separate fund
shall be established and no segregation of assets shall be made to assure payment
of such amounts.  The Plan is not subject
to the U.S. Employee Retirement Income Security Act of 1974, as amended from
time to time.


 


14.11      No Constraint on Corporate
Action.  Nothing in the Plan shall be
construed to (i) limit, impair, or otherwise affect the Company’s right or
power to make adjustments, reclassifications, reorganizations, or changes of
its capital or business structure, or to merge or consolidate, or dissolve,
liquidate, sell, or transfer all or any part of its business or assets, or (ii) limit
the right or power of the Company to take any action which such entity deems to
be necessary or appropriate.


 


14.12      Successors.  All obligations of the Company under the Plan
with respect to Awards granted hereunder shall be binding on any successor to
the Company, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business or assets of the Company.


 


14.13      Governing Law.  The Plan and each Award Agreement shall be
governed by the laws of the State of Delaware, excluding any conflicts or
choice of law rule or principle that might otherwise refer construction or
interpretation of the Plan to the substantive law of another jurisdiction.


 


14.14      Data Protection.  By participating in the Plan, the Participant
consents to the collection, processing, transmission and storage by the Company
in any form whatsoever, of any data of a professional or personal nature which
is necessary for the purposes of introducing and administering the Plan.  The Company may share such information with
any Subsidiary or Affiliate, the trustee of any employee benefit trust, its
registrars, trustees, brokers, other third party administrator or any Person
who 


 


13

















 


obtains control of the Company or acquires the
Company, undertaking or part-undertaking which employs the Participant,
wherever situated.


 


14.15      Effective Date.  The Plan shall be effective as of the date on
which distributions to holders of claims and equity interests commences
pursuant to the Joint Plan of Reorganization (the “Effective Date”).


 


*              *              *


 


14