MCP-MSC Acquisition, Inc. 2005 Stock Option Plan



 Exhibit 10.5 
  
 MCP-MSC ACQUISITION, INC. 
 2005 STOCK OPTION PLAN 
  

	1.	DEFINED TERMS 

  
 Exhibit A, which is incorporated by reference, defines the terms used in the Plan and sets forth certain operational rules related to those terms.

  

	2.	PURPOSE 

  
 The Plan has been established to advance the interests of the Company by providing for the grant to Participants of Stock Options. 
  

	3.	ADMINISTRATION 

  
 The Administrator has discretionary authority, subject only to the express provisions of the Plan, to interpret the Plan; determine eligibility for and
grant Awards; determine, modify or waive the terms and conditions of any Award; prescribe forms, rules and procedures; and otherwise do all things necessary to carry out the purposes of the Plan. Determinations of the Administrator made under the
Plan will be conclusive and will bind all parties. 
  

	4.	LIMITS ON AWARDS UNDER THE PLAN 

  
 (a) Number of Shares. A maximum of 37,186,044 shares of Common Stock may be delivered in satisfaction of Awards under the
Plan. 
  
 (b) Type of Shares. Stock
delivered by the Company under the Plan may be authorized but unissued Stock or previously issued Stock acquired by the Company. No fractional shares of Common Stock will be delivered under the Plan. 
  

	5.	ELIGIBILITY AND PARTICIPATION 

  
 The Administrator will select Participants from among those key Employees and directors of, and consultants and advisors to, the Company or its Affiliates
who, in the opinion of the Administrator, are in a position to make a significant contribution to the success of the Company and its Affiliates. Eligibility for ISOs is limited to employees of the Company or of a “parent corporation” or
“subsidiary corporation” of the Company as those terms are defined in Section 424 of the Code. 
  

	6.	RULES APPLICABLE TO AWARDS 

  

	 	(a)	ALL AWARDS 

  
 (1) Award Provisions. The Administrator will determine the terms of all Awards, subject to the limitations provided herein.

  
 (2) Transferability. Neither
ISOs nor, except as the Administrator 








 
otherwise expressly provides, other Awards may be transferred other than by will or by the laws of descent and distribution, and during a Participant’s
lifetime neither ISOs nor, except as the Administrator otherwise expressly provides, other Stock Options may be exercised only by the Participant. 
  
 (3) Taxes. The Administrator will make such provision for the withholding of taxes as it deems necessary. The
Administrator may, but need not, hold back shares of Stock from an Award or permit a Participant to tender previously owned shares of Stock in satisfaction of tax withholding requirements (but not in excess of the minimum withholding required by
law). 
  
 (4) Dividend Equivalents,
Etc. The Administrator may provide for the payment of amounts in lieu of cash dividends or other cash distributions with respect to Stock subject to an Award. 
  
 (5) Rights Limited. Nothing in the Plan will be construed as giving any person the
right to continued employment or service with the Company or its Affiliates, or any rights as a stockholder except as to shares of Stock actually issued under the Plan. The loss of existing or potential profit in Awards will not constitute an
element of damages in the event of termination of employment or service for any reason, even if the termination is in violation of an obligation of the Company or Affiliate to the Participant. 
  

	 	(b)	STOCK OPTIONS 

  
 (1) Vesting and Exercisability. The Administrator may determine the time or times at which a Stock Option will vest
or become exercisable and the terms on which the Stock Option will remain exercisable. Without limiting the foregoing, the Administrator may at any time accelerate the vesting or exercisability of an Award, regardless of any adverse or potentially
adverse tax consequences resulting from such acceleration. Unless the Administrator expressly provides otherwise: immediately upon the cessation of the Participant’s Employment the unvested portion of any Stock Option held by the Participant or
the Participant’s permitted transferee, if any, will terminate and the balance, to the extent exercisable, will remain exercisable for the lesser of (i) a period of three months or (ii) the period ending on the latest date on which
such Stock Option could have been exercised without regard to this Section 6(b)(1), and will thereupon terminate subject to the following: 
  
 (A) all Stock Options held by a Participant or the Participant’s permitted transferee, if any, immediately prior to the
Participant’s death, to the extent then exercisable, will remain exercisable for the lesser of (i) the one year period ending with the first anniversary of the Participant’s death or (ii) the period ending on the latest date on
which such Stock Option could have been exercised without regard to this Section 6(b)(1), and will thereupon terminate; and 
  

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 (B) all Stock Options held by a Participant or the Participant’s permitted
transferee, if any, immediately prior to the cessation of the Participant’s Employment will immediately terminate upon such cessation if such cessation of Employment has resulted: (i) if the Participant is party to an employment agreement
between the Participant and the Company or its Subsidiaries, for “Cause” as such term is defined in such employment agreement or (ii) if Participant is not party to an employment agreement with the Company or its Subsidiaries, for
reasons that cast such discredit on the Participant as to justify immediate termination of the Award as determined by the Administrator in its sole discretion. 
  

(2) Time And Manner Of Exercise. Unless the Administrator expressly provides otherwise, a Stock Option will not be
deemed to have been exercised until the Administrator receives a notice of exercise (in form acceptable to the Administrator) signed by the appropriate person and accompanied by any payment required under the Award. If the Award is exercised by any
person other than the Participant, the Administrator may require satisfactory evidence that the person exercising the Award has the right to do so. 
  
 (3) Exercise Price. The Administrator will determine the exercise price of each Stock Option, which, in the case of
an ISO, will not be less than the fair market value of the Stock subject to the Stock Option determined as of the date of grant. 
  
 (4) Payment Of Exercise Price. Where the exercise of a Stock Option is to be accompanied by payment, the
Administrator may determine the required or permitted forms of payment, subject to the following: (a) all payments will be by cash or check acceptable to the Administrator, or, if so permitted by the Administrator, (i) through the delivery
of shares of Stock that have been outstanding for at least six months (unless the Administrator approves a shorter period) and that have a fair market value equal to the exercise price, (ii) to the extent permitted by applicable law, by
delivery to the Company of a promissory note of the person exercising the Stock Option, payable on such terms as are specified by the Administrator, (iii) to the extent permitted by applicable law, at such time, if any, as the Stock is publicly
traded, through a broker-assisted exercise program acceptable to the Administrator, or (iv) by any combination of the foregoing permissible forms of payment; and (b) where shares of Stock issued under a Stock Option are part of an original
issue of shares, the Stock Option will require that at least so much of the exercise price as equals the par value of such 

  

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shares be paid other than by delivery of a promissory note or its equivalent. The delivery of shares in payment of the exercise price under clause (a)(i)
above may be accomplished either by actual delivery or by constructive delivery through attestation of ownership, subject to such rules as the Administrator may prescribe. 
  
 (5) ISOs. No ISO may be granted under the Plan after March 1, 2015, but ISOs previously
granted may extend beyond that date. 
  

	7.	EFFECT OF CERTAIN TRANSACTIONS 

  

	 	(a)	MERGERS, ETC. 

  
 Except as otherwise provided in an Award, in the event of a Covered Transaction in which there is an acquiring or surviving entity, the Administrator may
provide for the assumption of some or all outstanding Awards, or for the grant of new awards in substitution therefor, by the acquiror or survivor or an affiliate of the acquiror or survivor, in each case on such terms and subject to such conditions
as the Administrator determines. In the absence of such an assumption or if there is no substitution, except as otherwise provided in the Award each Stock Option may become fully exercisable prior to the Covered Transaction on a basis that gives the
holder of the Stock Option a reasonable opportunity, as determined by the Administrator, to participate as a stockholder in the Covered Transaction following exercise, and the Stock Option will terminate upon consummation of the Covered Transaction.

  

	 	(b)	CHANGES IN AND DISTRIBUTIONS WITH RESPECT TO THE STOCK 

  
 (1) Basic Adjustment Provisions. In the event of a stock dividend, stock split or combination of shares (including
reverse stock split), recapitalization or other change in the Company’s capital structure, the Administrator will make appropriate adjustments to the maximum number of shares that may be delivered under the Plan under Section 4(a) and to
the maximum share limits described in Section 4(c), and will also make appropriate adjustments to the number and kind of shares of stock or securities subject to Awards then outstanding or subsequently granted, any exercise prices relating to
Awards and any other provision of Awards affected by such change. 
  
 (2) Certain Other Adjustments. To the extent consistent with qualification of ISOs under Section 422 of the Code, the Administrator may also make adjustments of the type described in
paragraph (1) above to take into account distributions to stockholders other than those provided for in Section 7(a) and 7(b)(1), or any other event, if the Administrator determines that adjustments are appropriate to avoid distortion in
the operation of the Plan and to preserve the value of Awards made hereunder. 
  
 (3) Continuing Application of Plan Terms. References in the Plan to shares of Stock will be construed to include any stock or securities resulting from an adjustment pursuant to this
Section 7. 
  

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	8.	LEGAL CONDITIONS ON DELIVERY OF STOCK 

  
 The Company will not be obligated to deliver any shares of Stock pursuant to the Plan or to remove any restriction from shares of Stock previously
delivered under the Plan until: (i) the Company is satisfied that all legal matters in connection with the issuance and delivery of such shares have been addressed and resolved; (ii) if the outstanding Stock is at the time of delivery
listed on any stock exchange or national market system, the shares to be delivered have been listed or authorized to be listed on such exchange or system upon official notice of issuance; and (iii) all conditions of the Award have been
satisfied or waived. If the sale of Stock has not been registered under the Securities Act of 1933, as amended, the Company may require, as a condition to exercise of the Award, such representations or agreements as counsel for the Company may
consider appropriate to avoid violation of such Act. The Company may require that certificates evidencing Stock issued under the Plan bear an appropriate legend reflecting any restriction on transfer applicable to such Stock, and the Company may
hold the certificates pending lapse of the applicable restrictions. 
  

	9.	AMENDMENT AND TERMINATION 

  
 The Administrator may at any time or times amend the Plan or any outstanding Award for any purpose which may at the time be permitted by law, and may at
any time terminate the Plan as to any future grants of Awards; provided, that except as otherwise expressly provided in the Plan the Administrator may not, without the Participant’s consent, alter the terms of an Award so as to affect
adversely the Participant’s rights under the Award, unless the Administrator expressly reserved the right to do so at the time of the Award. 
  

	10.	OTHER COMPENSATION ARRANGEMENTS 

  
 The existence of the Plan or the grant of any Award will not in any way affect the Company’s right to Award a person bonuses or other compensation in
addition to Awards under the Plan. 
  

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 EXHIBIT A 
  
 Definition of Terms 
  
 The following terms, when used in the Plan, will have the meanings and be subject to the provisions set forth below: 
  
 “Administrator”: The Board or, if one or more has been
appointed, the Committee. The Administrator may delegate ministerial tasks to such persons as it deems appropriate. 
  
 “Affiliate”: Any corporation or other entity in which the Company owns, directly or indirectly, 50% of the outstanding capital stock
(determined by aggregate voting rights) or other voting interests. 
  
 “Award”: Stock Options. 
  
 “Board”: The Board of Directors of the Company. 
  
 “Common Stock”: Common Stock of the Company, par value $0.001 per share. 
  
 “Code”: The U.S. Internal Revenue Code of 1986 as from time to time amended and in effect, or any successor statute as from time to time
in effect. 
  
 “Committee”: One or more
committees of the Board. 
  
 “Company”: MCP-MSC
Acquisition, Inc. 
  
 “Covered Transaction”: Any
of (i) a consolidation, merger, or similar transaction or series of related transactions in which the Company is not the surviving corporation, (ii) a sale or transfer of all or substantially all the Company’s assets (other than in
connection with a corporate reorganization) or (iii) a dissolution or liquidation of the Company. Where a Covered Transaction involves a tender offer that is reasonably expected to be followed by a merger described in clause (i) (as
determined by the Administrator), the Covered Transaction shall be deemed to have occurred upon consummation of the tender offer. 
  
 “Employee”: Any person who is employed by the Company or an Affiliate. 
  
 “Employment”: A Participant’s employment or other service relationship with the Company and its
Affiliates. Employment will be deemed to continue, unless the Administrator expressly provides otherwise, so long as the Participant is employed by, or otherwise is providing services in a capacity described in Section 5 to, the Company or its
Affiliates. If a Participant’s employment or other service relationship is with an Affiliate and that entity ceases to be an Affiliate, the Participant’s Employment will be deemed to have terminated when the entity ceases to be an
Affiliate unless the Participant transfers Employment to the Company or its remaining Affiliates. 
  

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 “ISO”: A Stock Option intended to be an “incentive stock option” within the
meaning of Section 422 of the Code. Each option granted pursuant to the Plan will be treated as providing by its terms that it is to be a non-incentive option unless, as of the date of grant, it is expressly designated as an ISO. 
  
 “Participant”: A person who is granted an Award under the
Plan. 
  
 “Performance Criteria”: Specified
criteria the satisfaction of which is a condition for the grant, exercisability, vesting or full enjoyment of an Award. 
  
 “Plan”: The MCP-MSC Acquisition, Inc. 2005 Stock Option and Restricted Stock Plan as from time to time amended and in effect. 

 
 “Restricted Stock”: An Award of Stock for so long as the
Stock remains subject to restrictions requiring that it be redelivered or offered for sale to the Company if specified conditions are not satisfied. 
  
 “Stock”: Common Stock. 
  
 “Stock Options”: Options entitling the recipient to acquire shares of Stock upon payment of the exercise price. 
  

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