exv10w93






Exhibit 10.93




FORM OF TARGA RESOURCES CORP.




2010 STOCK INCENTIVE PLAN



I. PURPOSE OF THE PLAN



     The purpose of the TARGA RESOURCES CORP. 2010 STOCK INCENTIVE PLAN (the “Plan”) is to provide
a means through which TARGA RESOURCES CORP., a Delaware corporation (the “Company”), and its
Affiliates may attract able persons to serve as Directors or Consultants or to enter the employ of
the Company and its Affiliates and to provide a means whereby those individuals upon whom the
responsibilities of the successful administration and management of the Company and its Affiliates
rest, and whose present and potential contributions to the Company and its Affiliates are of
importance, can acquire and maintain stock ownership, thereby strengthening their concern for the
welfare of the Company and its Affiliates. A further purpose of the Plan is to provide such
individuals with additional incentive and reward opportunities designed to enhance the profitable
growth of the Company and its Affiliates. Accordingly, the Plan provides for granting Options
(including Incentive Stock Options), Restricted Stock Awards, Performance Awards, Phantom Stock
Awards, Bonus Stock Awards, or any combination of the foregoing, as is best suited to the
circumstances of the particular employee, Consultant, or Director as provided herein.



II. DEFINITIONS




     The following definitions shall be applicable throughout the Plan unless specifically modified
by any paragraph:



     (a) “Affiliate” means any corporation, partnership (including the Partnership), limited
liability company or partnership, association, trust, or other organization which, directly or
indirectly, controls, is controlled by, or is under common control with, the Company. For purposes
of the preceding sentence, “control” (including, with correlative meanings, the terms “controlled
by” and “under common control with”), as used with respect to any entity or organization, shall
mean the possession, directly or indirectly, of the power (i) to vote more than 50% of the
securities having ordinary voting power for the election of directors of the controlled entity or
organization or (ii) to direct or cause the direction of the management and policies of the
controlled entity or organization, whether through the ownership of voting securities or by
contract or otherwise.



     (b) “Award” means, individually or collectively, any Option, Restricted Stock Award,
Performance Award, Phantom Stock Award, or Bonus Stock Award.



     (c) “Board” means the Board of Directors of the Company.



     (d) “Bonus Stock Award” means an Award granted under Paragraph XI of the Plan.



     (e) “Change in Control” means the occurrence of one of the following events:




     (i) any Person, including a “group” as contemplated by section 13(d)(3) of the Exchange
Act (other than Warburg Pincus LLC or any other Affiliate), acquires or



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gains ownership or control (including, without limitation, the power to vote), by way
of merger, consolidation, recapitalization, reorganization or otherwise, of more than 50% of
the outstanding shares of the Company’s voting stock (based upon voting power) or more than
50% of the combined voting power of the equity interests in the Partnership or the general
partner of the Partnership;




     (ii) the completion of a liquidation or dissolution of the Company or the approval by
the limited partners of the Partnership, in one or a series of transactions, of a plan of
complete liquidation of the Partnership;




     (iii) the sale or other disposition by the Company of all or substantially all of its
assets in or more transactions to any Person other than Warburg Pincus LLC or any other
Affiliate;




     (iv) the sale or disposition by either the Partnership or the general partner of the
Partnership of all or substantially all of its assets in one or more transactions to any
Person other than to Warburg Pincus LLC, Targa GP, or any other Affiliate;




     (v) a transaction resulting in a Person other than Targa GP or an Affiliate being the
general partner of the Partnership; or




     (vi) as a result of or in connection with a contested election of Directors, the
persons who were Directors of the Company before such election shall cease to constitute a
majority of the Board.



     Notwithstanding the foregoing, with respect to an Award that is subject to section 409A of the
Code and with respect to which a Change of Control will accelerate payment, “Change of Control”
shall mean a “change of control event” as defined in the regulations and guidance issued under
section 409A of the Code.



     (f) “Code” means the Internal Revenue Code of 1986, as amended. Reference in the Plan to any
section of the Code shall be deemed to include any amendments or successor provisions to such
section and any regulations under such section.



     (g) “Committee” means a committee of the Board that is selected by the Board as provided in
Paragraph IV(a).



     (h) “Common Stock” means the common stock, par value $0.001 per share, of the Company, or any
security into which such common stock may be changed by reason of any transaction or event of the
type described in Paragraph XII.



     (i) “Company” means Targa Resources Corp., a Delaware corporation.



     (j) “Consultant” means any person who is not an employee or a Director and who is providing
advisory or consulting services to the Company or any Affiliate.



     (k) “Corporate Change” shall have the meaning assigned to such term in Paragraph XII(c) of the
Plan.



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     (l) “Director” means an individual who is a member of the Board.



     (m) An “employee” means any person (including a Director) in an employment relationship with
the Company or any Affiliate.



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



     (o) “Fair Market Value” means, as of any specified date, the closing price of the Common
Stock, if the Common Stock is listed on a national stock exchange registered under section 6(a) of
the Exchange Act, reported on the stock exchange composite tape (or such other reporting service
approved by the Committee) on that date, or, if no closing price is reported on that date, on the
last preceding date on which such closing price of the Common Stock is so reported. If the Common
Stock is traded over the counter at the time a determination of its fair market value is required
to be made hereunder, its fair market value shall be deemed to be equal to the average between the
reported high and low or closing bid and asked prices of Common Stock on the most recent date on
which Common Stock was publicly traded. In the event Common Stock is not publicly traded at the
time a determination of its value is required to be made hereunder, the determination of its fair
market value shall be made by the Committee in such manner as it deems appropriate and as is
consistent with the requirements of section 409A of the Code.



     (p) “Incentive Stock Option” means an incentive stock option within the meaning of section 422
of the Code.



     (q) “Option” means an Award granted under Paragraph VII of the Plan and includes both
Incentive Stock Options to purchase Common Stock and Options that do not constitute Incentive Stock
Options to purchase Common Stock.



     (r) “Option Agreement” means a written agreement between the Company and a Participant with
respect to an Option.



     (s) “Participant” means an employee, Consultant, or Director who has been granted an Award.



     (t) “Partnership” means Targa Resources Partners LP, a Delaware limited partnership.



     (u) “Performance Award” means an Award granted under Paragraph IX of the Plan.



     (v) “Performance Award Agreement” means a written agreement between the Company and a
Participant with respect to a Performance Award.



     (w) “Performance Measure” means one or more performance measures established by the Committee
that are based on (i) the price of a share of Common Stock or the price of a common unit of an
Affiliate for which the Company or an Affiliate serves as general partner, (ii) the earnings per
share of the Company or of an Affiliate for which the Company or an Affiliate serves as general
partner, (iii) the Company’s market share or the market share of a business unit of the Company
designated by the Committee, (iv) the Company’s sales or the sales of a



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business unit of the Company designated by the Committee, (v) operating income or operating
income margin of the Company or a business unit of the Company, (vi) the net income or net income
margin (before or after taxes) of the Company or any business unit of the Company designated by the
Committee, (vii) the cash flow or return on investment of the Company or any business unit of the
Company designated by the Committee, (viii) the earnings or earnings margin before or after
interest, taxes, depreciation, and/or amortization of the Company or any business unit of the
Company designated by the Committee, (ix) the economic value added, (x) the return on capital,
assets, or stockholders’ equity achieved by the Company, (xi) the total stockholders’ return
achieved by the Company or the total unitholders’ return achieved by an Affiliate for which the
Company or an Affiliate serves as general partner, or (xiii) any combination of the foregoing. The
performance measures described in the preceding sentence may be absolute, relative to one or more
other companies, relative to one or more indexes, or measured by reference to the Company alone,
one or more Affiliates or business units of the Company alone, or the Company together with one or
more of its Affiliates or business units; provided, however, that any such performance measure must
satisfy the requirements of section 162(m) of the Code with respect to any Award that is intended
to provide “performance-based” compensation for purposes of section 162(m) of the Code. In
addition, performance measures may be subject to adjustment by the Committee for changes in
accounting principles, to satisfy regulatory requirements, and for other specified significant
extraordinary items or events.




     (x) “Person” means an individual or a corporation, limited liability company, partnership,
joint venture, trust, unincorporated organization, association, government agency or political
subdivision thereof, or other entity.



     (y) “Phantom Stock Award” means an Award granted under Paragraph X of the Plan.



     (z) “Phantom Stock Award Agreement” means a written agreement between the Company and a
Participant with respect to a Phantom Stock Award.



     (aa) “Plan” means the Targa Resources Corp. 2010 Stock Incentive Plan, as amended from time to
time.



     (bb) “Restricted Stock Agreement” means a written agreement between the Company and a
Participant with respect to a Restricted Stock Award.



     (cc) “Restricted Stock Award” means an Award granted under Paragraph VIII of the Plan.



     (dd) “Rule 16b-3” means Securities Exchange Commission Rule 16b-3 promulgated under the
Exchange Act, as such may be amended from time to time, and any successor rule, regulation, or
statute fulfilling the same or a similar function.



     (ee) “Targa GP” means Targa Resources GP LLC, the general partner of the Partnership.



     (ff) “Stock Appreciation Right” means a right to acquire, upon exercise of the right, Common
Stock and/or, in the sole discretion of the Committee, cash having an aggregate value



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equal to the then excess of the Fair Market Value of the shares with respect to which the
right is exercised over the exercise price therefor. The Committee shall retain final authority to
determine whether a Participant shall be permitted, and to approve an election by a Participant, to
receive cash in full or partial settlement of a Stock Appreciation Right.




III. EFFECTIVE DATE AND DURATION OF THE PLAN




     The Plan shall become effective upon the date of its adoption by the Board, provided the Plan
is approved by the stockholders of the Company within 12 months thereafter. Notwithstanding any
provision in the Plan to the contrary, no Option shall be exercisable, no Restricted Stock Award or
Bonus Stock Award shall be granted, and no Performance Award or Phantom Stock Award shall vest or
become satisfiable prior to such stockholder approval. No further Awards may be granted under the
Plan after 10 years from the date the Plan is adopted by the Board. The Plan shall remain in
effect until all Options granted under the Plan have been satisfied or expired, all Restricted
Stock Awards granted under the Plan have vested or been forfeited, and all Performance Awards,
Phantom Stock Awards, and Bonus Stock Awards have been satisfied or expired.



IV. ADMINISTRATION




     (a) Composition of Committee. The Plan shall be administered by a committee of, and
appointed by, the Board. In the absence of the Board’s appointment of a committee to administer
the Plan, the Board shall serve as the Committee. Notwithstanding the foregoing, from and after
the date upon which the Company becomes a “publicly held corporation” (as defined in section 162(m)
of the Code and applicable interpretative authority thereunder), the Plan shall be administered by
a committee of, and appointed by, the Board that shall be comprised solely of two or more outside
Directors (within the meaning of the term “outside directors” as used in section 162(m) of the Code
and applicable interpretive authority thereunder and within the meaning of the term “Non-Employee
Director” as defined in Rule 16b-3).



     (b) Powers. Subject to the express provisions of the Plan, the Committee shall have
authority, in its discretion, to determine which employees, Consultants, or Directors shall receive
an Award, the time or times when such Award shall be made, the type of Award that shall be made,
the number of shares to be subject to each Option, Restricted Stock Award, or Bonus Stock Award,
and the number of shares to be subject to or the value of each Performance Award or Phantom Stock
Award. In making such determinations, the Committee shall take into account the nature of the
services rendered by the respective employees, Consultants, or Directors, their present and
potential contribution to the Company’s success, and such other factors as the Committee in its
sole discretion shall deem relevant.



     (c) Additional Powers. The Committee shall have such additional powers as are
delegated to it by the other provisions of the Plan. Subject to the express provisions of the
Plan, this shall include the power to construe the Plan and the respective agreements executed
hereunder, to prescribe rules and regulations relating to the Plan, to determine the terms,
restrictions, and provisions of the agreement relating to each Award, including such terms,
restrictions, and provisions as shall be requisite in the judgment of the Committee to cause
designated Options to qualify as Incentive Stock Options, and to make all other determinations



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necessary or advisable for administering the Plan. The Committee may correct any defect or
supply any omission or reconcile any inconsistency in the Plan or in any agreement relating to an
Award in the manner and to the extent the Committee shall deem expedient to carry the Plan or any
such agreement into effect. All determinations and decisions made by the Committee on the matters
referred to in this Paragraph IV and in construing the provisions of the Plan shall be conclusive.




     (d) Delegation of Authority by the Committee. Notwithstanding the preceding
provisions of this Paragraph IV or any other provision of the Plan to the contrary, subject to the
constraints of applicable law, the Committee may from time to time, in its sole discretion,
delegate to the Chairman of the Board or the Chief Executive Officer of the Company the
administration (or interpretation of any provision) of the Plan, and the right to grant Awards
under the Plan, insofar as such administration (and interpretation) and power to grant Awards
relates to any person who is not subject to section 16 of the Exchange Act (including any successor
section to the same or similar effect). Any such delegation to the Chief Executive Officer may be
effective only so long as the Chief Executive Officer of the Company is a Director, and the
Committee may revoke such delegation at any time. The Committee may put any conditions and
restrictions on the powers that may be exercised by the Chairman of the Board or the Chief
Executive Officer of the Company upon such delegation as the Committee determines in its sole
discretion. In the event of any conflict in a determination or interpretation under the Plan as
between the Committee and the Chief Executive Officer of the Company, the determination or
interpretation, as applicable, of the Committee shall be conclusive.



V. SHARES SUBJECT TO THE PLAN; AWARD LIMITS; GRANT OF AWARDS




     (a) Shares Subject to the Plan and Award Limits. Subject to adjustment in the same
manner as provided in Paragraph XII with respect to shares of Common Stock subject to Options then
outstanding, the aggregate maximum number of shares of Common Stock that may be issued under the
Plan, and the aggregate maximum number of shares of Common Stock that may be issued under the Plan
through Incentive Stock Options, shall not exceed 5,000,000 shares. Shares shall be deemed to have
been issued under the Plan only to the extent actually issued and delivered pursuant to an Award.
To the extent that an Award lapses or the rights of its holder terminate, any shares of Common
Stock subject to such Award shall again be available for the grant of an Award under the Plan. In
addition, shares issued under the Plan and forfeited back to the Plan, shares surrendered in
payment of the exercise price or purchase price of an Award, and shares withheld for payment of
applicable employment taxes and/or withholding obligations associated with an Award shall again be
available for the grant of an Award under the Plan. Notwithstanding any provision in the Plan to
the contrary, (i) the maximum number of shares of Common Stock that may be subject to Awards
denominated in shares of Common Stock granted to any one individual during the term of the Plan may
not exceed 50% of the aggregate maximum number of shares of Common Stock that may be issued under
the Plan (as adjusted from time to time in accordance with the provisions of the Plan), and (ii)
the maximum amount of compensation that may be paid under all Performance Awards denominated in
cash (including the Fair Market Value of any shares of Common Stock paid in satisfaction of such
Performance Awards) granted to any one individual during any calendar year may not exceed
$20,000,000, and any payment due with respect to a Performance Award shall be paid no later than 10
years after the date of grant of such Performance Award. From and after the date upon



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which the Company becomes a “publicly held corporation” (as defined in section 162(m) of the
Code and applicable interpretative authority thereunder), the limitations set forth in the
preceding sentence shall be applied in a manner that will permit Awards that are intended to
provide “performance-based” compensation for purposes of section 162(m) of the Code to satisfy the
requirements of such section, including, without limitation, counting against such maximum number
of shares, to the extent required under section 162(m) of the Code and applicable interpretive
authority thereunder, any shares subject to Awards granted to employees that are canceled or
repriced.




     (b) Grant of Awards. The Committee may from time to time grant Awards to one or more
employees, Consultants, or Directors determined by it to be eligible for participation in the Plan
in accordance with the terms of the Plan.



     (c) Stock Offered. Subject to the limitations set forth in Paragraph V(a), the stock
to be offered pursuant to the grant of an Award may be authorized but unissued Common Stock or
Common Stock previously issued and outstanding and reacquired by the Company. Any of such shares
which remain unissued and which are not subject to outstanding Awards at the termination of the
Plan shall cease to be subject to the Plan but, until termination of the Plan, the Company shall at
all times make available a sufficient number of shares to meet the requirements of the Plan. The
shares of the Company’s stock to be issued pursuant to any Award may be represented by physical
stock certificates or may be uncertificated. Notwithstanding references in the Plan to
certificates, the Company may deliver uncertificated shares of Common Stock in connection with any
Award.



VI. ELIGIBILITY




     Awards may be granted only to persons who, at the time of grant, are employees, Consultants,
or Directors. An Award may be granted on more than one occasion to the same person, and, subject
to the limitations set forth in the Plan, such Award may include an Incentive Stock Option, an
Option that is not an Incentive Stock Option, a Restricted Stock Award, a Performance Award, a
Phantom Stock Award, a Bonus Stock Award, or any combination thereof.



VII. STOCK OPTIONS




     (a) Option Period. The term of each Option shall be as specified by the Committee at
the date of grant, but in no event shall an Option be exercisable after the expiration of 10 years
from the date of grant.



     (b) Limitations on Exercise of Option. An Option shall be exercisable in whole or in
such installments and at such times as determined by the Committee.



     (c) Special Limitations on Incentive Stock Options. An Incentive Stock Option may be
granted only to an individual who is employed by the Company or any parent or subsidiary
corporation (as defined in section 424 of the Code) of the Company at the time the Option is
granted. To the extent that the aggregate fair market value (determined at the time the respective
Incentive Stock Option is granted) of stock with respect to which Incentive Stock Options are
exercisable for the first time by an individual during any calendar year under all



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incentive stock option plans of the Company and its parent and subsidiary corporations exceeds
$100,000, such Incentive Stock Options shall be treated as Options which do not constitute
Incentive Stock Options. The Committee shall determine, in accordance with applicable provisions
of the Code, Treasury regulations, and other administrative pronouncements, which of a
Participant’s Incentive Stock Options will not constitute Incentive Stock Options because of such
limitation and shall notify the Participant of such determination as soon as practicable after such
determination. No Incentive Stock Option shall be granted to an individual if, at the time the
Option is granted, such individual owns stock possessing more than 10% of the total combined voting
power of all classes of stock of the Company or of its parent or subsidiary corporation, within the
meaning of section 422(b)(6) of the Code, unless (i) on the date immediately preceding the date
such Option is granted, the option price is at least 110% of the Fair Market Value of the Common
Stock subject to the Option and (ii) such Option by its terms is not exercisable after the
expiration of five years from the date of grant. Except as otherwise provided in sections 421 or
422 of the Code, an Incentive Stock Option shall not be transferable otherwise than by will or the
laws of descent and distribution and shall be exercisable during the Participant’s lifetime only by
such Participant or the Participant’s guardian or legal representative.




     (d) Option Agreement. Each Option shall be evidenced by an Option Agreement or grant
notice in such form and containing such provisions not inconsistent with the provisions of the Plan
as the Committee from time to time shall approve, including, without limitation, provisions to
qualify an Option as an Incentive Stock Option under section 422 of the Code. Each Option
Agreement shall specify the effect of termination of (i) employment, (ii) the consulting or
advisory relationship or (iii) membership on the Board, as applicable, or a Change in Control on
the exercisability of the Option. An Option Agreement may provide for the payment of the option
price, in whole or in part, by the delivery of a number of shares of Common Stock (plus cash if
necessary) having a Fair Market Value equal to such option price. Moreover, an Option Agreement
may provide for a “cashless exercise” of the Option by establishing procedures satisfactory to the
Committee with respect thereto. Further, an Option Agreement may provide, on such terms and
conditions as the Committee in its sole discretion may prescribe, for the grant of a Stock
Appreciation Right in connection with the grant of an Option and, in such case, the exercise of the
Stock Appreciation Right shall result in the surrender of the right to purchase a number of shares
under the Option equal to the number of shares with respect to which the Stock Appreciation Right
is exercised (and vice versa). In the case of any Stock Appreciation Right that is granted in
connection with an Incentive Stock Option, such right shall be exercisable only when the Fair
Market Value of the Common Stock exceeds the exercise price specified therefor in the Option or the
portion thereof to be surrendered. The terms and conditions of the respective Option Agreements
need not be identical. The Committee may, in its sole discretion, amend an outstanding Option
Agreement from time to time in any manner that is not inconsistent with the provisions of the Plan
(including, without limitation, an amendment that accelerates the time at which the Option, or a
portion thereof, may be exercisable), provided no adverse change, other than pursuant to Paragraph
XII, may be made in any Option without the consent of such Participant.



     (e) Option Price and Payment. The price at which a share of Common Stock may be
purchased upon exercise of an Option shall be determined by the Committee but, subject to
adjustment as provided in Paragraph XII, such purchase price shall not be less than the Fair



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Market Value of a share of Common Stock on the date immediately preceding the date such Option
is granted. The Option or portion thereof may be exercised by delivery of an irrevocable notice of
exercise to the Company, as specified by the Committee. The purchase price of the Option or
portion thereof shall be paid in full in the manner prescribed by the Committee. Separate stock
certificates shall be issued by the Company for those shares acquired pursuant to the exercise of
an Incentive Stock Option and for those shares acquired pursuant to the exercise of any Option that
does not constitute an Incentive Stock Option.




     (f) Repricing of Options. The Board shall have the authority to effect, at any time
and from time to time, the repricing of any outstanding Option under the Plan. However, the new
Option granted in substitution for such outstanding Option shall have an exercise price per share
not less than 100% of the Fair Market Value on the date immediately preceding the new grant date,
and, in the case of an Incentive Stock Option granted to a 10% shareholder (as described in
Paragraph VII(c)), the new Option granted in substitution for such outstanding Option shall have an
exercise price per share not less than 110% of the Fair Market Value per share of Common Stock on
the date immediately preceding the new grant date. Notwithstanding the foregoing, the Board may
grant an Option with an exercise price lower than that set forth above if such Option is granted as
part of a transaction to which section 424(a) of the Code applies. The repricing of an Option under
this Subparagraph resulting in a reduction of the exercise price shall be deemed to be a
cancellation of the original Option and the grant of a substitute Option; in the event of such
repricing, both the original and the substituted Awards shall be counted against the maximum awards
of Options permitted to be granted pursuant to the Plan. The provisions of the preceding sentence
shall be applicable only to the extent required by section 162(m) of the Code.



     (g) Stockholder Rights and Privileges. The Participant shall be entitled to all the
privileges and rights of a stockholder only with respect to such shares of Common Stock as have
been purchased under the Option and for which certificates of stock have been registered in the
Participant’s name.



     (h) Options and Rights in Substitution for Options Granted by Other Employers.
Options and Stock Appreciation Rights may be granted under the Plan from time to time in
substitution for options and such rights held by individuals providing services to corporations or
other entities who become employees, Consultants, or Directors as a result of a merger or
consolidation or other business transaction with the Company or any Affiliate.



VIII. RESTRICTED STOCK AWARDS




     (a) Forfeiture Restrictions to be Established by the Committee. Shares of Common
Stock that are the subject of a Restricted Stock Award shall be subject to restrictions on
disposition by the Participant and an obligation of the Participant to forfeit and surrender the
shares to the Company under certain circumstances (the “Forfeiture Restrictions”). The Forfeiture
Restrictions shall be determined by the Committee in its sole discretion, and the Committee may
provide that the Forfeiture Restrictions shall lapse upon (i) the attainment of one or more
Performance Measures, (ii) the Participant’s continued employment with the Company or its
Affiliates or continued service as a Consultant or Director for a specified period of time, (iii)
the occurrence of any event or the satisfaction of any other condition specified by the



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Committee in its sole discretion (including, without limitation, a Change in Control), or (iv)
a combination of any of the foregoing. Each Restricted Stock Award may have different Forfeiture
Restrictions, in the discretion of the Committee.




     (b) Other Terms and Conditions. Unless provided otherwise in a Restricted Stock
Agreement, the Participant shall have the right to receive dividends with respect to Common Stock
subject to a Restricted Stock Award, to vote Common Stock subject thereto, and to enjoy all other
stockholder rights, except that (i) the Participant shall not be entitled to delivery of the stock
certificate until the Forfeiture Restrictions have expired, (ii) the Company shall retain custody
of the stock until the Forfeiture Restrictions have expired, (iii) the Participant may not sell,
transfer, pledge, exchange, hypothecate, or otherwise dispose of the stock until the Forfeiture
Restrictions have expired, (iv) a breach of the terms and conditions established by the Committee
pursuant to the Restricted Stock Agreement shall cause a forfeiture of the Restricted Stock Award,
and (v) with respect to the payment of any dividend with respect to shares of Common Stock subject
to a Restricted Stock Award directly to the Participant, each such dividend shall be paid no later
than the end of the calendar year in which the dividends are paid to stockholders of such class of
shares or, if later, the fifteenth day of the third month following the date the dividends are paid
to stockholders of such class of shares. At the time of such Award, the Committee may, in its sole
discretion, prescribe additional terms, conditions, or restrictions relating to Restricted Stock
Awards, including, but not limited to, rules pertaining to the termination of employment or service
as a Consultant or Director (by retirement, disability, death, or otherwise) of a Participant prior
to expiration of the Forfeitures Restrictions. Such additional terms, conditions, or restrictions
shall be set forth in a Restricted Stock Agreement made in conjunction with the Award.



     (c) Payment for Restricted Stock. The Committee shall determine the amount and form
of any payment for Common Stock received pursuant to a Restricted Stock Award, provided that in the
absence of such a determination, a Participant shall not be required to make any payment for Common
Stock received pursuant to a Restricted Stock Award, except to the extent otherwise required by
law.



     (d) Committee’s Discretion to Accelerate Vesting of Restricted Stock Awards. The
Committee may, in its discretion and as of a date determined by the Committee, fully vest any or
all Common Stock awarded to a Participant pursuant to a Restricted Stock Award and, upon such
vesting, all Forfeiture Restrictions applicable to such Restricted Stock Award shall terminate as
of such date. Any action by the Committee pursuant to this Subparagraph may vary among individual
Participants and may vary among the Restricted Stock Awards held by any individual Participant.
Notwithstanding the preceding provisions of this Subparagraph, except in connection with a
Corporate Change or a Change in Control, the Committee may not take any action described in this
Subparagraph with respect to a Restricted Stock Award that has been granted to a “covered employee”
(within the meaning of Treasury regulation section 1.162-27(c)(2)) if such Award has been designed
to meet the exception for performance-based compensation under section 162(m) of the Code.



     (e) Restricted Stock Agreements. Each Award made under this Paragraph VIII shall be
evidenced by a Restricted Stock Agreement or grant notice setting forth each of the matters
contemplated hereby and such other matters as the Committee may determine to be



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appropriate. The terms and provisions of the respective Restricted Stock Agreements need not
be identical. The Committee may, in its sole discretion, amend an outstanding Restricted Stock
Agreement from time to time in any manner that is not inconsistent with the provisions of the Plan,
provided no adverse change, other than pursuant to Paragraph XII, may be made in any Restricted
Stock Award without the consent of such Participant.




IX. PERFORMANCE AWARDS




     (a) Performance Period. The Committee shall establish, with respect to and at the
time of each Performance Award, the number of shares of Common Stock subject to, or the maximum
value of, the Performance Award and the performance period over which the performance applicable to
the Performance Award shall be measured.



     (b) Performance Measures. A Performance Award shall be awarded to a Participant
contingent upon future performance of the Company or any Affiliate, division, or department thereof
under a Performance Measure during the performance period. From and after the date upon which the
Company becomes a “publicly held corporation” (as defined in section 162(m) of the Code and
applicable interpretative authority thereunder), the Committee shall establish the Performance
Measures applicable to such performance either (i) prior to the beginning of the performance period
or (ii) within 90 days after the beginning of the performance period if the outcome of the
performance targets is substantially uncertain at the time such targets are established, but not
later than the date that 25% of the performance period has elapsed. The Committee, in its sole
discretion, may provide for an adjustable Performance Award value based upon the level of
achievement of Performance Measures.



     (c) Awards Criteria. In determining the value of Performance Awards, the Committee
shall take into account a Participant’s responsibility level, performance, potential, other Awards,
and such other considerations as it deems appropriate. The Committee, in its sole discretion, may
provide for a reduction in the value of a Participant’s Performance Award during the performance
period.



     (d) Payment. Following the end of the performance period, the holder of a Performance
Award shall be entitled to receive payment of an amount not exceeding the number of shares of
Common Stock subject to, or the maximum value of, the Performance Award, based on the achievement
of the Performance Measures for such performance period, as determined and certified in writing by
the Committee. Payment of a Performance Award may be made in cash, Common Stock, or a combination
thereof, as determined by the Committee. Payment shall be made in a lump sum or in installments as
prescribed by the Committee. If a Performance Award covering shares of Common Stock is to be paid
in cash, such payment shall be based on the Fair Market Value of the Common Stock on the payment
date or such other date as may be specified by the Committee in the Performance Award Agreement.
Cash dividend equivalents may be paid during or after the performance period with respect to a
Performance Award, as determined by the Committee. A Participant shall not be entitled to the
privileges and rights of a stockholder with respect to a Performance Award covering shares of
Common Stock until payment has been determined by the Committee and such shares have been delivered
to the Participant.



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     (e) Termination of Award. A Performance Award shall terminate if the Participant does
not remain continuously in the employ of the Company and its Affiliates or does not continue to
perform services as a Consultant or a Director for the Company and its Affiliates at all times
during the applicable performance period, except as may be determined by the Committee (including,
without limitation, a termination of employment or services in connection with a Change in
Control).



     (f) Performance Award Agreements. Each Award made under this Paragraph IX, shall be
evidenced by a Performance Award Agreement or grant notice setting forth each of the matters
contemplated hereby and such additional matters as the Committee may determine to be appropriate.
The terms and provisions of the respective Performance Award Agreements need not be identical.



X. PHANTOM STOCK AWARDS




     (a) Phantom Stock Awards. Phantom Stock Awards are rights to receive shares of Common
Stock (or the Fair Market Value thereof), or rights to receive an amount equal to any appreciation
or increase in the Fair Market Value of Common Stock over a specified period of time, which vest
over a period of time as established by the Committee, without satisfaction of any performance
criteria or objectives. The Committee may, in its discretion, require payment or other conditions
of the Participant respecting any Phantom Stock Award. A Phantom Stock Award may include, without
limitation, a Stock Appreciation Right that is granted independently of an Option; provided,
however, that the exercise price per share of Common Stock subject to the Stock Appreciation Right
shall be determined by the Committee but, subject to adjustment as provided in Paragraph XII, such
exercise price shall not be less than the Fair Market Value of a share of Common Stock on the date
immediately preceding the date such Stock Appreciation Right is granted.



     (b) Award Period. The Committee shall establish, with respect to and at the time of
each Phantom Stock Award, a period over which the Award shall vest with respect to the Participant.



     (c) Awards Criteria. In determining the value of Phantom Stock Awards, the Committee
shall take into account a Participant’s responsibility level, performance, potential, other Awards,
and such other considerations as it deems appropriate.



     (d) Payment. Following the end of the vesting period for a Phantom Stock Award (or at
such other time as the applicable Phantom Stock Award Agreement may provide), the holder of a
Phantom Stock Award shall be entitled to receive payment of an amount, not exceeding the maximum
value of the Phantom Stock Award, based on the then vested value of the Award. Payment of a
Phantom Stock Award may be made in cash, Common Stock, or a combination thereof as determined by
the Committee. Payment shall be made in a lump sum or in installments as prescribed by the
Committee. Any payment to be made in cash shall be based on the Fair Market Value of the Common
Stock on the payment date or such other date as may be specified by the Committee in the Phantom
Stock Award Agreement. Cash dividend equivalents may be paid during or after the vesting period
with respect to a Phantom Stock Award, as determined by the Committee. A Participant shall not be
entitled to the privileges and



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rights of a stockholder with respect to a Phantom Stock Award until the shares of Common Stock
have been delivered to the Participant.




     (e) Termination of Award. A Phantom Stock Award shall terminate if the Participant
does not remain continuously in the employ of the Company and its Affiliates or does not continue
to perform services as a Consultant or a Director for the Company and its Affiliates at all times
during the applicable vesting period, except as may be otherwise determined by the Committee
(including, without limitation, a termination of employment or services in connection with a Change
in Control).



     (f) Phantom Stock Award Agreements. Each Award made under this Paragraph X shall be
evidenced by a Phantom Stock Award Agreement or grant notice setting forth each of the matters
contemplated hereby and such additional matters as the Committee may determine to be appropriate.
The terms and provisions of the respective Phantom Stock Award Agreements need not be identical.



XI. BONUS STOCK AWARDS




     Each Bonus Stock Award granted to a Participant shall constitute a transfer of unrestricted
shares of Common Stock on such terms and conditions as the Committee shall determine. Bonus Stock
Awards shall be made in shares of Common Stock and need not be subject to performance criteria or
objectives or to forfeiture. The purchase price, if any, for shares of Common Stock issued in
connection with a Bonus Stock Award shall be determined by the Committee in its sole discretion.



XII. RECAPITALIZATION OR REORGANIZATION




     (a) No Effect on Right or Power. The existence of the Plan and the Awards granted
hereunder shall not affect in any way the right or power of the Board or the stockholders of the
Company to make or authorize any adjustment, recapitalization, reorganization, or other change in
the Company’s or any Affiliate’s capital structure or its business, any merger or consolidation of
the Company or any Affiliate, any issue of debt or equity securities ahead of or affecting Common
Stock or the rights thereof, the dissolution or liquidation of the Company or any Affiliate, any
sale, lease, exchange, or other disposition of all or any part of its assets or business, or any
other corporate act or proceeding.



     (b) Subdivision or Consolidation of Shares; Stock Dividends. The shares with respect
to which Awards may be granted are shares of Common Stock as presently constituted, but if, and
whenever, prior to the expiration of an Award theretofore granted, the Company shall effect a
subdivision or consolidation of shares of Common Stock or the payment of a stock dividend on Common
Stock without receipt of consideration by the Company, the number of shares of Common Stock with
respect to which such Award may thereafter be exercised or satisfied, as applicable, (i) in the
event of an increase in the number of outstanding shares, shall be proportionately increased, and
the purchase price per share shall be proportionately reduced, and (ii) in the event of a reduction
in the number of outstanding shares, shall be proportionately reduced, and the purchase price per
share shall be proportionately increased. Any fractional share resulting from such adjustment
shall be rounded up to the next whole share.



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     (c) Recapitalizations and Corporate Changes. If the Company recapitalizes,
reclassifies its capital stock, or otherwise changes its capital structure (a “recapitalization”),
the number and class of shares of Common Stock or other property covered by an Award theretofore
granted and the purchase price of Common Stock or other consideration subject to such Award shall
be adjusted so that such Award shall thereafter cover the number and class of shares of stock and
securities to which the Participant would have been entitled pursuant to the terms of the
recapitalization if, immediately prior to the recapitalization, the Participant had been the holder
of record of the number of shares of Common Stock then covered by such Award. If (i) the Company
shall not be the surviving entity in any merger, consolidation or reorganization (or survives only
as a subsidiary of an entity), (ii) the Company sells, leases, or exchanges or agrees to sell,
lease, or exchange all or substantially all of its assets to any other person or entity, (iii) the
Company is to be dissolved and liquidated, (iv) any person or entity, including a “group” as
contemplated by section 13(d)(3) of the Exchange Act, acquires or gains ownership or control
(including, without limitation, the power to vote) of more than 50% of the outstanding shares of
the Company’s voting stock (based upon voting power), or (v) as a result of or in connection with a
contested election of Directors, the persons who were Directors of the Company before such election
shall cease to constitute a majority of the Board (each such event is referred to herein as a
“Corporate Change”), no later than (x) 10 days after the approval by the stockholders of the
Company of such merger, consolidation, reorganization, sale, lease, or exchange of assets or
dissolution and liquidation or such election of Directors or (y) 30 days after a Corporate Change
of the type described in clause (iv), the Committee, acting in its sole discretion without the
consent or approval of any Participant, shall effect one or more of the following alternatives in
an equitable and appropriate manner to prevent dilution or enlargement of the benefits or potential
benefits intended to be made available under the Plan, which alternatives may vary among individual
Participants and which may vary among Options or Stock Appreciation Rights held by any individual
Participant: (1) accelerate the time at which Options or Stock Appreciation Rights then outstanding
may be exercised so that such Awards may be exercised in full for a limited period of time on or
before a specified date (before or after such Corporate Change) fixed by the Committee, after which
specified date all such unexercised Awards and all rights of Participants thereunder shall
terminate, (2) require the mandatory surrender to the Company by all or selected Participants of
some or all of the outstanding Options or Stock Appreciation Rights held by such Participants
(irrespective of whether such Awards are then exercisable under the provisions of the Plan) as of a
date, before or after such Corporate Change, specified by the Committee, in which event the
Committee shall thereupon cancel such Awards and the Company shall pay (or cause to be paid) to
each Participant an amount of cash per share equal to the excess, if any, of the amount calculated
in Subparagraph (d) below (the “Change of Control Value”) of the shares subject to such Awards over
the exercise price(s) under such Awards for such shares, or (3) make such adjustments to Options or
Stock Appreciation Rights then outstanding as the Committee deems appropriate to reflect such
Corporate Change and to prevent the dilution or enlargement of rights (provided, however, that the
Committee may determine in its sole discretion that no adjustment is necessary to such Awards then
outstanding), including, without limitation, adjusting such an Award to provide that the number and
class of shares of Common Stock covered by such Award shall be adjusted so that such Award shall
thereafter cover securities of the surviving or acquiring corporation or other property (including,
without limitation, cash) as determined by the Committee in its sole discretion.



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     (d) Change of Control Value. For the purposes of clause (2) in Subparagraph (c)
above, the “Change of Control Value” shall equal the amount determined in the following clause (i),
(ii) or (iii), whichever is applicable: (i) the per share price offered to stockholders of the
Company in any such merger, consolidation, reorganization, sale of assets or dissolution and
liquidation transaction, (ii) the price per share offered to stockholders of the Company in any
tender offer or exchange offer whereby a Corporate Change takes place, or (iii) if such Corporate
Change occurs other than pursuant to a tender or exchange offer, the fair market value per share of
the shares into which such Options or Stock Appreciation Rights being surrendered are exercisable,
as determined by the Committee as of the date determined by the Committee to be the date of
cancellation and surrender of such Awards. In the event that the consideration offered to
stockholders of the Company in any transaction described in this Subparagraph (d) or Subparagraph
(c) above consists of anything other than cash, the Committee shall determine the fair cash
equivalent of the portion of the consideration offered which is other than cash.



     (e) Other Changes in the Common Stock. In the event of changes in the outstanding
Common Stock by reason of recapitalizations, reorganizations, mergers, consolidations,
combinations, split-ups, split-offs, spin-offs, exchanges, or other relevant changes in
capitalization or distributions (other than ordinary dividends) to the holders of Common Stock
occurring after the date of the grant of any Award and not otherwise provided for by this Paragraph
XII, such Award and any agreement evidencing such Award shall be subject to adjustment by the
Committee at its sole discretion as to the number and price of shares of Common Stock or other
consideration subject to such Award in an equitable and appropriate manner to prevent dilution or
enlargement of the benefits or potential benefits intended to be made available under such Award.
In the event of any such change in the outstanding Common Stock or distribution to the holders of
Common Stock, or upon the occurrence of any other event described in this Paragraph XII, the
aggregate maximum number of shares available under the Plan, the aggregate maximum number of shares
that may be issued under the Plan through Incentive Stock Options, and the maximum number of shares
that may be subject to Awards granted to any one individual shall be appropriately adjusted to the
extent, if any, determined by the Committee, whose determination shall be conclusive.



     (f) Stockholder Action. Any adjustment provided for in the above Subparagraphs of
this Paragraph XII shall be subject to any required stockholder action.



     (g) No Adjustments Unless Otherwise Provided. Except as hereinbefore expressly
provided, the issuance by the Company of shares of stock of any class or securities convertible
into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon
the exercise of rights or warrants to subscribe therefor, or upon conversion of shares or
obligations of the Company convertible into such shares or other securities, and in any case
whether or not for fair value, shall not affect, and no adjustment by reason thereof shall be made
with respect to, the number of shares of Common Stock subject to Awards theretofore granted or the
purchase price per share, if applicable.



XIII. AMENDMENT AND TERMINATION OF THE PLAN




     The Board in its discretion may terminate the Plan at any time with respect to any shares of
Common Stock for which Awards have not theretofore been granted. The Board shall have



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the right to alter or amend the Plan or any part thereof from time to time; provided that no
change in the Plan may be made that would materially impair the rights of a Participant with
respect to an Award theretofore granted without the consent of the Participant, and provided,
further, that the Board may not, without approval of the stockholders of the Company, amend the
Plan to increase the aggregate maximum number of shares that may be issued under the Plan, increase
the aggregate maximum number of shares that may be issued under the Plan through Incentive Stock
Options, or change the class of individuals eligible to receive Awards under the Plan.




XIV. MISCELLANEOUS




     (a) No Right To An Award. Neither the adoption of the Plan nor any action of the
Board or of the Committee shall be deemed to give any individual any right to be granted an Award,
or any other rights hereunder except as may be evidenced by an Award agreement issued by the
Company, and then only to the extent and on the terms and conditions expressly set forth therein.
The Plan shall be unfunded. The Company shall not be required to establish any special or separate
fund or to make any other segregation of funds or assets to assure the performance of its
obligations under any Award.



     (b) No Employment/Membership Rights Conferred. Nothing contained in the Plan shall
(i) confer upon any employee or Consultant any right with respect to continuation of employment or
of a consulting or advisory relationship with the Company or any Affiliate or (ii) interfere in any
way with the right of the Company or any Affiliate to terminate his or her employment or consulting
or advisory relationship at any time. Nothing contained in the Plan shall confer upon any Director
any right with respect to continuation of membership on the Board.



     (c) Other Laws; Withholding. The Company shall not be obligated to issue any Common
Stock pursuant to any Award granted under the Plan at any time when the shares covered by such
Award have not been registered under the Securities Act of 1933, as amended, and such other state
and federal laws, rules, and regulations as the Company or the Committee deems applicable and, in
the opinion of legal counsel for the Company, there is no exemption from the registration
requirements of such laws, rules, and regulations available for the issuance and sale of such
shares. No fractional shares of Common Stock shall be delivered, nor shall any cash in lieu of
fractional shares be paid. The Company shall have the right to deduct in connection with all
Awards any taxes required by law to be withheld and to require any payments required to enable it
to satisfy its withholding obligations.



     (d) No Restriction on Corporate Action. Nothing contained in the Plan shall be
construed to prevent the Company or any Affiliate from taking any action which is deemed by the
Company or such Affiliate to be appropriate or in its best interest, whether or not such action
would have an adverse effect on the Plan or any Award made under the Plan. No Participant,
beneficiary or other person shall have any claim against the Company or any Affiliate as a result
of any such action.



     (e) Restrictions on Transfer. An Award (other than an Incentive Stock Option, which
shall be subject to the transfer restrictions set forth in Paragraph VII(c)) shall not be



16









 




transferable otherwise than (i) by will or the laws of descent and distribution, (ii) pursuant
to a qualified domestic relations order as defined by the Code or Title I of the Employee
Retirement Income Security Act of 1974, as amended, or the rules thereunder, or (iii) with the
consent of the Committee.




     (f) Delayed Payment Restriction. Notwithstanding any provision in the Plan or an
Award agreement to the contrary, if any payment or benefit provided for under an Award would be
subject to additional taxes and interest under section 409A of the Code if the Participant’s
receipt of such payment or benefit is not delayed in accordance with the requirements of section
409A(a)(2)(B)(i) of the Code, then such payment or benefit shall not be provided to the Participant
(or the Participant’s estate, if applicable) until the earlier of (i) the date of the Participant’s
death or (ii) the date that is six months after the date of the Participant’s separation from
service with the Company.



     (g) Governing Law. The Plan shall be governed by, and construed in accordance with,
the laws of the State of Delaware, without regard to conflicts of laws principles thereof.




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