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Exhibit 10.10  


 
 

EDGEN/MURRAY, L.P. INCENTIVE PLAN
  (For Edgen and its Subsidiaries)
  
    Adopted December 15, 2005    








 
 
 

EDGEN/MURRAY, L.P. INCENTIVE PLAN    
    


1.     Purpose of the Plan


        The
purpose of the Plan is to assist the Company and its Subsidiaries in attracting and retaining valued employees and directors by offering them a greater stake in the Company's success
and a closer identity with it, and to encourage ownership of the Company's common units by such employees and directors. 



2.     Definitions


        2.1   "Approved
Sale" means an Approved Sale as that term is defined in the Limited Partnership Agreement. 


        2.2   "Award"
means an award of Restricted Common Units under the Plan. 


        2.3   "Award
Agreement" means the Agreement between the Company and a Holder pursuant to which an Award is granted and which specifies the terms and conditions of that Award,
including the vesting requirements applicable to that Award. 


        2.4   "Administrator"
means the Company's General Partner (the "General Partner") as defined in the Limited Partnership Agreement provided that the General Partner may
delegate authority with respect to Plan administration to the Compensation Committee of Edgen's Board of Directors or, if no such committee has been appointed, Edgen's Board of Directors. 


        2.5   "Cause"
means 



        (a)   a
conviction of, a plea of nolo contendere, a guilty plea or confession by the Holder to an act of fraud, misappropriation or embezzlement or to a felony; 



        (b)   the
commission of a fraudulent act or practice by the Holder affecting the Company or its Subsidiaries; 


        (c)   the
willful failure by the Holder to follow the directions of the Administrator; 


        (d)   the
Holder's habitual drunkenness or use of illegal substances, each as determined in the reasonable discretion of the Administrator; 


        (e)   the
material breach by an Employee of the Employee's employment agreement with the Company or its Subsidiaries, if any; or 



        (f)    an
act of gross neglect or gross or willful misconduct that relates to the affairs of the Company or its Subsidiaries, which the Administrator, in its reasonable
discretion, deems to be good and sufficient cause; 




provided,
that if the Holder shall receive a Termination Notice with respect to a termination for Cause pursuant to Sections 2.4(c), 2.4(e) and/or 2.4(f), then the Holder shall have thirty
(30) days following receipt of the Termination Notice to cure the breach specified therein, if capable of being cured, to the reasonable satisfaction of the Administrator prior to the Holder's
service being terminated for Cause pursuant thereto; provided, however, the Holder shall have the right to cure any such breach only one (1) time in any twelve (12) month period. 



        2.6   "Change
in Control" means the sale of the Company or Egden in an Approved Sale or by any other, merger, consolidation, recapitalization, reorganization, sale of
securities, sale of assets or otherwise in one transaction or a series of related transactions to a person or persons (other than to funds managed by Jefferies Capital Partners or to any person,
persons or entities affiliated therewith), pursuant to which such person or persons (together with its affiliates) acquires (i) securities representing at least a majority of the voting power
of all securities of the Company or Egden including 


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securities
convertible, exchangeable or exercisable for or into voting securities of the Company or Egden, assuming the conversion, exchange or exercise of all securities convertible, exchangeable or
exercisable for or into voting securities, or (ii) all or substantially all of the consolidated assets of the Company or Egden. The determination of whether a Change in Control has occurred
shall be made by the Administrator in its sole discretion. 


        2.7   "Code"
means the Internal Revenue Code of 1986, as amended. 



        2.8   "Common
Units" means the Common Units of the Company as defined in the Limited Partnership Agreement, or such other class or kind of interests or other securities
resulting from the application of Section 7. 


        2.9   "Company"
means Edgen/Murray, L.P., a Delaware limited partnership, or any successor entity. 


        2.10 "Director"
mean an individual who is performing services for Edgen as a member of its Board of Directors, or who is performing similar services with respect to Edgen
for the Company and has been designated a "Director" by the General Partner (as defined in Section 2.4), who is not an employee of the Company or any Subsidiary. 



        2.11 "EBITDA"
means for any given year, Edgen's earnings before interest, income taxes, depreciation and amortization as determined after payment of bonuses, if any, but
adjusted for purchase accounting or any other items that are considered unique, or likely to affect only one accounting period (unique or "one time" charges are charges for which, under generally
accepted accounting principles consistently applied, an adjustment to EBITDA would be considered proper), as determined by the Administrator, in its sole discretion, based on the audited financial
statements for such year. 


        2.12 "Edgen"
means Edgen Corporation, a Nevada corporation, or any successor corporation. 


        2.13 "Edgen
Common Stock" means the Common Stock of Edgen, par value $0.01 per share, or such other class or kind of shares or other securities resulting from the
application of Section 7. 


        2.14 "Edgen
Equity Value" means the amount, in dollars, obtained by multiplying Edgen's EBITDA for Edgen's calendar year accounting period immediately preceding the date as
of which Equity Value is to be determined, by the number 5.76, and subtracting from that product (a) all Indebtedness for Borrowed Money of Edgen and its Subsidiaries outstanding on the last
day of that same accounting period, (b) the aggregate liquidation preferences (including accrued but unpaid dividends) of all shares of any equity security of Edgen or any Subsidiary that, in
the event of the Edgen's liquidation, entitles the holders of such securities to be paid before the holders of Edgen Common Stock and that are outstanding on the last day of that same accounting
period, offset by (c) the amount of cash and cash equivalents on Edgen's balance sheet on the last day of that same accounting period. 


        2.15 "Employee"
means an officer or other key employee of Edgen or a Subsidiary, including a director who is such an employee. 


        2.16 "Fair
Market Value" means, on any given date, if the Company's Common Units are not Publicly Traded, the value of a Common Unit as determined by the Company in its sole
discretion. If the Company's Common Units are Publicly Traded, "Fair Market Value" means (c) if the Common Units are listed on an established stock exchange or exchanges, the closing price of
the Common Units on the principal exchange on which it is traded on such date, or if no sale was made on such date on such principal exchange, on the last preceding day on which the Common Units were
traded or (d) if the Common Units are not then listed on an exchange, but are quoted on the NASDAQ Stock Market, Inc. ("NASDAQ") or a similar quotation system, the most recent closing
price per each Common Unit as quoted on NASDAQ or similar quotation system. 


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        2.17 "Holder"
means an Employee or Director to whom an Award is made. 


        2.18 "Indebtedness
for Borrowed Money" of a Person means (a) all indebtedness of such Person, either directly or indirectly, for borrowed money, whether current or
funded, secured or unsecured, (b) all indebtedness of such Person, either directly or indirectly, for deferred purchase price of property or services represented by a note or other security,
(c) all indebtedness of the such Person, either directly or indirectly, created or arising under any conditional sale or other title retention agreement with respect to property acquired by
such Person, even though the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, (d) all indebtedness
of such Person, either directly or indirectly, secured by a purchase money mortgage or other lien to secure all or part of the purchase price of property subject to such mortgage or lien,
(e) all obligations under leases which shall have been or should be, in accordance with generally accepted accounting principles, recorded as capital leases in respect of which the such Person,
either directly or indirectly, is liable as lessee, (f) any liability of such Person, either directly or indirectly, in respect of banker's acceptances or letters of credit and (g) all
indebtedness referred to in clause (a) through (f) above which is directly or indirectly guaranteed by such Person or any of its Subsidiaries or which such Person or any of its
Subsidiaries has agreed, contingently or otherwise, to purchase or otherwise to acquire or in respect of which it has otherwise assured a creditor against loss. 



        2.19 "Limited
Partnership Agreement" means the Amended and Restated Limited Partnership Agreement of Edgen/Murray, L.P., dated as of December 15, 2005, as amended
from time to time. 


        2.20 "1934
Act" means the Securities Exchange Act of 1934, as amended. 


        2.21 "Plan"
means the Edgen/Murray, L.P. Incentive Plan herein set forth, as amended from time to time. 


        2.22 "Per
Share Equity Value" means the per share amount, in dollars, derived by dividing the Edgen Equity Value as the last day of Edgen's fiscal year ending immediately
before the date on which Per Share Equity Value is to be determined by 2,400,000. 



        2.23 "Person"
means and includes an individual, a trust, estate, partnership, association, company, including without limitation, a limited liability company or a
corporation. 


        2.24 "Publicly
Traded" means that relevant equity securities are listed on an established stock exchange or exchanges, or are quoted on NASDAQ or a similar quotation system 


        2.25 "Restricted
Common Units" means Common Units awarded by the Administrator under Section 6 of the Plan. 


        2.26 "Restriction
Period" means the period during which a Restricted Common Unit awarded under Section 6 of the Plan is subject to forfeiture. The Restriction Period
shall not lapse with respect to any Restricted Common Unit until all conditions imposed under Sections 6.4 or 6.5, or otherwise under this Plan and the Award Agreement, have been satisfied. 


        2.27 "Subsidiary"
means any entity (other than Edgen (or when specifically required by context, the Company)) in an unbroken chain beginning at the top of such chain with
the Edgen (or when specifically required by context, the Company) (or any successor to Edgen, or as required by context, the Company) if each of the entities other than the last entity in the unbroken
chain owns interests possessing 50% or more of the total combined voting or economic power of all classes of such interests in one of the other entities in such chain. 



        2.28 "Termination
Notice" means a written notice delivered by the Company or Edgen in the case of a Director, or by Edgen or any of its Subsidiaries in the case of an
Employee specifying that Edgen or any of its Subsidiaries has terminated the Employee's employment or the Company or that the Company or Edgen has terminated the Director's services as a Director. 


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3.     Eligibility


        Any
Employee of Edgen or any of its Subsidiaries, or any Director, is eligible to receive an Award. 


4.     Administration and Implementation of Plan


        4.1   The
Plan shall be administered by the Administrator, which shall have full power to interpret and administer the Plan and full authority to act in selecting the Holders
to whom Awards will be granted, in determining whether, and to what extent, Awards may be transferable by the Holder, in determining the amount of Awards to be granted to each such Holder, in
determining the terms and conditions of Awards granted under the Plan and in determining the terms of the Award Agreements that will be entered into with Holders. 


        4.2   The
Administrator shall have the power to adopt regulations for carrying out the Plan and to make changes to such regulations as it shall, from time to time, deem
advisable. Any interpretation by the Administrator of the terms and provisions of the Plan and the administration thereof, and all actions taken by the Administrator, shall be final and binding on
Holders. 


        4.3   The
Administrator may amend any outstanding Awards without the consent of the Holder to the extent it deems appropriate; provided however, that in the case of amendments
adverse to the Holder, the Administrator must obtain the Holder's consent to any such amendment. 


5.     Units Subject to the Plan


        5.1   Subject
to adjustment as provided in Section 7, the total number of Common Units available for Awards under the Plan shall be 550,000. 



        5.2   Any
Common Units issued by the Company in connection with the assumption or substitution of outstanding equity or similar grants from an acquired company shall not
reduce the Common Units available for Award under the Plan. If any Common Units subject to any Award granted hereunder are forfeited or such Award otherwise terminates, the Common Units subject to
such Award, to the extent of any such forfeiture or termination, shall again be available for Awards under the Plan. 


6.     Restricted Common Units


        An
Award of a Restricted Common Unit is a grant by the Company of a specified number of Common Units to the Holder, which Common Units are subject to forfeiture during a Restriction
Period upon the happening of specified events or as result of the failure to meet financial targets or performance goals or satisfy other conditions specified in the Award Agreement. Such an Award
shall be subject to the following terms and conditions: 


        6.1   Restricted
Common Units shall be evidenced by Award Agreements. Such agreements shall conform to the requirements of the Plan and may contain such other provisions as
the Administrator shall deem advisable. 


        6.2   Upon
determination of the number of Restricted Common Units to be granted to the Holder, the Administrator shall if it would otherwise normally issue certificates
evidencing the ownership of Common Units direct that a certificate or certificates representing that number of Common Units be issued to the Holder with the Holder designated as the registered owner.
The certificate(s), if any, representing such Common Units shall bear appropriate legends as to sale, transfer, assignment, pledge or other encumbrances to which such Restricted Common Units are
subject, both during the Restriction Period and thereafter under the Limited Partnership Agreement, and, if issued, such certificates shall be deposited by the Holder, together with an appropriate
instrument of assignment endorsed in blank, with the Company, to be held in escrow during the Restriction Period. 


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        6.3   During
the Restriction Period the Holder shall have the right to receive the Holder's allocable share of any distributions made by the Company on its Common Units and,
to the extent such Restricted Common Units have voting power, to vote the such Restricted Common Units. 


        6.4   The
Administrator may condition the expiration of the Restriction Period upon: (i) the Holder's continued service over a period of time with the Company or its
Subsidiaries, (ii) the Company's or Edgen's attainment of specified financial targets, (iii) the achievement by the Holder, the Company, Edgen or its Subsidiaries of any other
performance goals set by the Administrator, or (iv) any combination of the above conditions, as specified in the Award Agreement. If the specified conditions are not attained, the Holder shall
forfeit the portion of the Award with respect to which those conditions are not attained, and the underlying Common Units shall be forfeited to the Company. 


        6.5   The
Award Agreement shall specify the duration of the Restriction Period and the financial, performance, service, termination of service or other conditions under which
the Restricted Common Units may be forfeited to the Company. At the end of the Restriction Period, when all such conditions have been satisfied, the restrictions imposed hereunder shall lapse with
respect to the number of Restricted Common Units as determined by the Administrator, and any legend described in Section 6.2 that is then no longer applicable, shall be removed and such number
of Common Units delivered to the Holder (or, where appropriate, the Holder's legal representative). The Company may, in its sole discretion, modify or accelerate the vesting and delivery of any
Restricted Common Units. 


        6.6   A
Holder who is awarded Restricted Common Units shall, regardless of whether the Restriction Period with regard to such Award has lapsed, be a party to and bound by the
Limited Partnership Agreement, as a limited partner thereunder. Accordingly, any Restricted Common Units issued under the Plan shall be held, transferred, sold or otherwise disposed of only in
accordance with the Limited Partnership Agreement. Without limiting the generality of the foregoing, each Holder shall be bound by the provisions set forth in the Limited Partnership Agreement with
regard to an Approved Sale, as well as be bound by any transfer restrictions, tag along rights, restrictive covenants and other obligations delineated in the Limited Partnership Agreement. Any
amendment to the Limited Partnership Agreement that effects a provision contained herein shall be deemed to be an amendment to the Plan. 


        6.7   Upon
a Change in Control, and subject to the exercise of the Administrator's discretion to vest all Awards under Section 6.5, any then outstanding Awards shall be
treated as provided in the applicable Award Agreement. 


        6.8   Unless
specifically provided otherwise in an Award Agreement, upon a termination of a Holder's service for any reason, the Holder shall forfeit any unvested Restricted
Common Units, i.e., any Restricted Common Units with respect to which the Restriction Period has not lapsed. 


        6.9   Notwithstanding
any provision in the Plan or in any Award Agreement to the contrary, upon a termination of the Holder's service by the Company (or its Subsidiaries) for
Cause, the Holder shall forfeit any Restricted Common Units issued under the Plan, regardless of whether such Restricted Common Units are vested and otherwise free from restriction. 



7.     Adjustments upon Changes in Capitalization


        In
the event of a reorganization, recapitalization, unit split, spin-off, split-off, split-up, unit dividend, issuance of unit rights, combination of
interests, merger, consolidation or any other change in the corporate structure of the Company or Edgen affecting the Common Units or the Edgen Common Stock, or any distribution to interestholders
other than a cash distribution, the Administrator shall make appropriate adjustment in the number and kind of equity interests authorized by the Plan and any other adjustments to outstanding Awards as
it determines appropriate. 


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8.     Effective Date, Termination and Amendment


        The
Plan shall become effective on December 15, 2005 and shall remain in full force and effect until the earlier of ten years from the date of its adoption by the Administrator,
or the date it is terminated by the Administrator. The Administrator shall have the power to amend, suspend or terminate the Plan at any time, provided that any such termination of the Plan shall not
affect Awards outstanding under the Plan at the time of termination. 


9.     Repurchase of Vested Awards


        9.1   If
Edgen or one of its Subsidiaries terminates the Holder's employment with Edgen and its Subsidiaries, or the Company or Edgen terminates the Holder's services as a
Director, for any reason other than for Cause, including disability or the Holder's service is terminated by death, and neither Edgen, the Company nor a successor to either of them has a class of
equity securities that is Publicly Traded, then the Company shall be obligated to repurchase all of the Holder's Restricted Common Units that, as of the date of such termination, are vested. The
purchase price paid by the Company shall be the Fair Market Value of the Common Units as of the date of the Holder's termination of service. The Company must deliver such purchase price to the Holder
within 180 days of the Holder's termination from service. Notwithstanding the foregoing, the Company's obligation to deliver payment for the Holder's Restricted Common Units that the Company is
obligated to purchase under this Section 9.1 shall be suspended, if the Administrator, in its sole discretion, determines that such payment would result in the Company's, Edgen's or any of
their respective Subsidiary's violation of any agreement relating to the Company's, Edgen's or any of their respective Subsidiary's Indebtedness for Borrowed Money. The Administrator shall notify the
Holder within 90 days of the Company's determination that the Company's obligation to deliver payment for the Holder's Restricted Common Units has been suspended. Beginning on the date on which
the Company, in its sole discretion, determines that the payment would no longer result in the Company's, or Edgen's or any of their respective Subsidiary's violation of any agreement relating to the
Company's, Edgen's or any of their respective Subsidiary's Indebtedness for Borrowed Money, the Company shall have 180 days to complete the repurchase described in this Section 9.1 by
delivering payment for the Restricted Common Units to the Holder. A Subsidiary of the Company or another designee of the Company may assume the Company's repurchase obligation under this
Section 9.1. 


        9.2   If
the Holder terminates the Holder's service with the Company (and its Subsidiaries) for any reason, and neither the Company, Edgen nor a successor to either of them
has a class of equity securities that is Publicly Traded, then the Company shall have the right, but not the obligation, to repurchase any or all of the Holder's Restricted Common Units that as of the
date of such termination are vested. The Company must notify the Holder within 90 days of the Holder's termination that the Company will exercise its right to repurchase the Holder's Restricted
Common Units. The purchase price paid by the Company shall be the Fair Market Value of the Common Units as of the date of the Holder's termination of service. The Company must deliver such purchase
price to the Holder within 180 days of the Company's notification to the Holder of its intent to repurchase the common units. Notwithstanding the foregoing, the Company's obligation to deliver
payment for the Holder's Restricted Common Units that the Company has determined to purchase under this Section 9.2 shall be suspended, if the Company, in its sole discretion, determines that
such payment would result in the Company's, Edgen's or any of their respective Subsidiary's violation of the agreement relating to the Company's, Edgen's or any of their respective Subsidiary's
Indebtedness for Borrowed Money. The Administrator shall notify the Holder within 90 days of the Administrator's determination that the Company's obligation to deliver payment for the Holder's
Restricted Common Units has been suspended. Beginning with the date on which the Company, in its sole discretion, determines that the payment would no longer result in the Company's, Edgen's or any of
their respective Subsidiary's violation of the agreement relating to the Company's or any its Subsidiary's Indebtedness for Borrowed 


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Money,
the Company shall have 180 days to complete the repurchase described in this Section 9.2 by delivering payment for the Restricted Common Units to the Holder. The Company may
designate one of its Subsidiaries or another person to exercise the Company repurchase right under this Section 9.2. 


10.   Transferability


        Except
as provided below, Awards may not be pledged, assigned or transferred for any reason during the Holder's lifetime, and any attempt to do so shall be void and the relevant Award
shall be forfeited. The Administrator may grant Awards that are transferable by the Holder during his lifetime, but such Awards shall be transferable only to the extent specifically provided in an
agreement entered into with the Holder. The transferee of the Holder shall, in all cases, be subject to the Plan, the Limited Partnership Agreement and the provisions of the Award Agreement between
the Company and the Holder. 


11.   General Provisions


        11.1 Nothing
contained in the Plan, or any Award granted pursuant to the Plan, shall confer upon any Holder any right to continued employment by, or service as a Director
to, the Company or its Subsidiaries, nor interfere in any way with the right of the Company or its Subsidiaries to terminate the service of any Holder at any time. 


        11.2 For
purposes of this Plan, a transfer of employment among the Company, Edgen and its Subsidiaries shall not be deemed a termination of employment. 



        11.3 Holders
shall be responsible to make appropriate provision for all taxes required to be withheld in connection with any Award or the transfer of any Common Units
pursuant to this Plan. Such responsibility shall extend to all applicable Federal, state, local or foreign withholding taxes. The Company shall, at the election of the Holder, have the right to retain
the number of Common Units whose Fair Market Value equals the amount to be withheld in satisfaction of the applicable withholding taxes. 


        11.4 To
the extent that Federal laws (such as the 1934 Act, the Code or the Employee Retirement Income Security Act of 1974) do not otherwise control, the Plan and all
determinations made and actions taken pursuant hereto shall be governed by the laws of Delaware and construed accordingly. 


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EDGEN/MURRAY, L.P. INCENTIVE PLAN (For Edgen and its Subsidiaries) Adopted December 15, 2005

EDGEN/MURRAY, L.P. INCENTIVE PLAN