**Exhibit 10.1**

 

DYNAMIC MATERIALS CORPORATION5405 SPINE ROAD, BOULDER, COLORADO 80301

**DynamicMaterials Corporation 2006 Stock Incentive Plan**

# 1)              **ESTABLISHMENT, OBJECTIVES AND DURATION**.

## a)              Establishmentof the Plan.  Dynamic MaterialsCorporation (hereinafter referred to as the “Company”), hereby establishes anincentive compensation plan to be known as The “Dynamic Materials Corporation2006 Stock Incentive Plan” (hereinafter referred to as the “Plan”).  The Plan permits the granting of NonqualifiedStock Options, Incentive Stock Options, Stock Appreciation Rights, RestrictedStock, Restricted Stock Units, Performance Shares, Performance Units and OtherStock-Based Awards.  The Plan iseffective as of September 21, 2006 (the “Effective Date”), subject to the approvalof the Plan by the stockholders of the Company at the 2006 Annual Meeting.  Definitions of capitalized terms used in thePlan are contained in the attached Glossary, which is an integral part of thePlan.

## b)             Objectivesof the Plan.  The objectives of thePlan are to attract and retain the best available personnel for positions ofsubstantial responsibility, to provide additional incentive to Participants andto optimize the profitability and growth of the Company through incentives thatare consistent with the Company’s goals and that link the personal interests ofParticipants to those of the Company’s stockholders.  The Plan is further intended to provideflexibility to the Company in its ability to motivate, attract, and retain theservices of Participants who make or are expected to make significantcontributions to the Company’s success and to allow Participants to share inthe success of the Company.

## c)              Durationof the Plan.  No Award may be grantedunder the Plan after the day immediately preceding the tenth (10th) anniversary of the Effective Date, orsuch earlier date as the Board shall determine. The Plan will remain in effect with respect to outstanding Awards untilno Awards remain outstanding.

# 2)              **Administration of the Plan**.

## a)              TheCommittee.  The Plan shall beadministered by the Compensation Committee of the Board or such other committee(the “Committee”) as the Board shall select consisting of two (2) or moremembers of the Board each of whom is intended to be a “non-employee director” withinthe meaning of Rule 16b-3 (or any successor rule) of the Exchange Act, an “outsidedirector” under regulations promulgated under Section 162(m) of the Code, andan “independent director” under the NASDAQ Marketplace Rules.  The members of the Committee shall beappointed from time to time by, and shall serve at the discretion of, theBoard.

## b)             Authorityof the Committee.  Subject toApplicable Laws and the provisions of the Plan (including any other powersgiven to the Committee hereunder), and except as otherwise provided by theBoard, the Committee shall have full and final authority in its discretion totake all actions determined by the Committee to be necessary in theadministration of the Plan, including, without limitation, discretion to:

### i)                 selectthe Employees, Directors and Consultants to whom Awards may from time to timebe granted hereunder;

### ii)              determinewhether and to what extent Awards are granted hereunder;

### iii)           determinethe size and types of Awards granted hereunder;

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### iv)          approveforms of Award Agreement for use under the Plan;

### v)             determinethe terms and conditions of any Award granted hereunder;

### vi)          establishperformance goals for any Performance Period and determine whether such goalswere satisfied;

### vii)       amendthe terms of any outstanding Award granted under the Plan, provided that,except as otherwise provided in Section 18, no such amendment shall reduce theExercise Price of outstanding Options or the grant price of outstanding SARswithout the approval of the stockholders of the Company, and provided further,that any amendment that would adversely affect the Participant’s rights underan outstanding Award shall not be made without the Participant’s writtenconsent;

### viii)    construeand interpret the terms of the Plan and any Award Agreement entered into underthe Plan, and to decide all questions of fact arising in its application; and

### ix)            takesuch other action, not inconsistent with the terms of the Plan, as theCommittee deems appropriate.

As permitted byApplicable Laws, the Committee may delegate its authority as identified herein,including the power and authority to make Awards to Participants who are not “insiders”subject to Section 16(b) of the Exchange Act, pursuant to such conditions andlimitations as the Committee may establish.

## c)              Effectof Committee’s Decision.  Alldecisions, determinations and interpretations of the Committee shall be final,binding and conclusive on all persons, including the Company, its Subsidiaries,its stockholders, Employees, Directors, Consultants and their estates andbeneficiaries.

# 3)              **SHARES SUBJECT TO THE PLAN; EFFECT OF GRANTS; INDIVIDUAL LIMITS.**

## a)              Numberof Shares Available for Grants. Subject to adjustment as provided in Section 18 hereof, the maximumnumber of Shares which may be issued pursuant to Awards under the Plan shall be850,000, plus any Shares remaining available for issuance under the Prior Planas of the Effective Date, plus the number of Shares subject to outstandingawards under the Prior Plan as of the Effective Date that are deemed notdelivered pursuant to paragraphs (i), (ii), (iii) or (iv) of this Section 3(a).

### i)                 Sharesthat are potentially deliverable under an Award or a Prior Plan award thatexpires or is canceled, forfeited, settled in cash or otherwise settled withoutthe delivery of Shares shall not be treated as having been issued under thePlan or the Prior Plan.

### ii)              Sharesthat are held back or tendered (either actually or constructively byattestation) to cover the exercise price or tax withholding obligations withrespect to an Award or a Prior Plan award shall not be treated as having beenissued under the Plan or the Prior Plan.

### iii)           Sharesthat are issued pursuant to awards that are assumed, converted or substitutedin connection with a merger, acquisition, reorganization or similar transactionshall not be treated as having been issued under the Plan or the Prior Plan.

### iv)          Sharesthat are repurchased in the open market with Option Proceeds from Awards or aPrior Plan award shall not be treated as having been issued under the Plan orthe Prior Plan provided, however, that the aggregate number of Shares deemednot issued pursuant to the repurchase of Shares with Option Proceeds shall notbe greater than the amount of such proceeds divided by the Fair Market Value ofa Share on the date of exercise of the Option or Prior Plan option giving riseto such proceeds.

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Notwithstanding paragraphs (i) through (iv) above, for purposes ofdetermining the number of Shares available for grant as Incentive StockOptions, only Shares that are subject to an Award or a Prior Plan award thatexpires or is cancelled, forfeited or settled in cash shall be treated as nothaving been issued under the Plan or the Prior Plan.

The Shares to be issued pursuant to Awards may be authorized butunissued Shares or treasury Shares.

## b)             IndividualLimits.  Subject to adjustment asprovided in Section 18 hereof, the following rules shall apply with respect toAwards:

### i)                 Optionsand SARs:  The maximum aggregate numberof Shares with respect to which Options and SARs may be granted in any 36-monthperiod to any one Participant shall be 425,000 Shares.

### ii)              RestrictedStock, Restricted Stock Units, Performance Shares and Other Stock-BasedAwards:  The maximum aggregate number ofShares of Restricted Stock and Shares with respect to which Restricted StockUnits, Performance Shares and Other Stock-Based Awards may be granted in any36-month period to any one Participant shall be 425,000 Shares.

### iii)           PerformanceUnits:  The maximum aggregatecompensation that can be paid pursuant to Performance Units awarded in any onefiscal year to any one Participant shall be $5,000,000 or a number of Shareshaving an aggregate Fair Market Value not in excess of such amount.

# 4)              **ELIGIBILITY AND PARTICIPATION.**

## a)              Eligibility.  Persons eligible to participate in the Planinclude all Employees, Directors and Consultants.

## b)             ActualParticipation.  Subject to theprovisions of the Plan, the Committee may, from time to time, select from alleligible Employees, Directors and Consultants, those to whom Awards shall begranted and shall determine the nature and amount of each Award.  The Committee may establish additional terms,conditions, rules or procedures to accommodate the rules or laws of applicableforeign jurisdictions and to afford Participants favorable treatment under suchlaws; provided, however, that no Award shall be granted under any suchadditional terms, conditions, rules or procedures with terms or conditionswhich are inconsistent with the provisions of the Plan.

# 5)              **TYPES OF AWARDS.**

## a)              Typeof Awards.  Awards under the Plan maybe in the form of Options (both Nonqualified Stock Options and/or IncentiveStock Options), SARs, Restricted Stock, Restricted Stock Units, PerformanceShares, Performance Units and Other Stock-Based Awards.

## b)             Designationof Award.  Each Award shall bedesignated in the Award Agreement.

# 6)              **OPTIONS.**

## a)              Grantof Options.  Subject to the terms andprovisions of the Plan, Options may be granted to Participants in such numberand upon such terms, and at any time and from time to time, as shall bedetermined by the Committee.

## b)             AwardAgreement.  Each Option grant shallbe evidenced by an Award Agreement that shall specify the Exercise Price, theduration of the Option, the number of Shares to which the Option pertains, andsuch other provisions as the Committee shall determine including, but notlimited to, the Option vesting schedule, repurchase provisions, rights of firstrefusal, forfeiture provisions, form of payment (cash, Shares, or other consideration)upon settlement of the Award, and payment contingencies.  The Award Agreement also shall specifywhether the Option is intended to be an Incentive Stock Option or aNonqualified Stock 

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## Option.  Options that areintended to be Incentive Stock Options shall be subject to the limitations setforth in Section 422 of the Code.

## c)              ExercisePrice.  Except for Options adjustedpursuant to Section 18 herein, and replacement Options granted in connectionwith a merger, acquisition, reorganization or similar transaction, the ExercisePrice for each grant of an Option shall not be less than one hundred percent(100%) of the Fair Market Value of a Share on the date the Option isgranted.  However, in the case of an IncentiveStock Option granted to a Participant who, at the time the Option is granted,owns stock representing more than ten percent (10%) of the voting power of allclasses of stock of the Company or any Subsidiary, the Exercise Price for eachgrant of an Option shall not be less than one hundred ten percent (110%) of theFair Market Value of a Share on the date the Option is granted.

## d)             Termof Options.  The term of an Optiongranted under the Plan shall be determined by the Committee, in its solediscretion; provided, however, that such term shall not exceed ten (10)years.  However, in the case of anIncentive Stock Option granted to a Participant who, at the time the Option isgranted, owns stock representing more than ten percent (10%) of the voting powerof all classes of stock of the Company or any Subsidiary, the term of theIncentive Stock Option shall be five (5) years from the date of grant thereofor such shorter term as may be provided in the Award Agreement.

## e)              Exerciseof Options.  Options granted underthis Section 6 shall be exercisable at such times and be subject to suchrestrictions and conditions as set forth in the Award Agreement and as theCommittee shall in each instance approve, which need not be the same for eachgrant or for each Participant; provided, however, that except as otherwiseprovided in a Participant’s Award Agreement upon a termination of employment orpursuant to Section 19 in the event of a Change in Control or SubsidiaryDisposition, no Option may be exercisable prior to one (1) year from the dateof grant.

## f)                Payments.  Options granted under this Section 6 shall beexercised by the delivery of a written notice to the Company, setting forth thenumber of Shares with respect to which the Option is to be exercised andspecifying the method of the Exercise Price. The Exercise Price of an Option shall be payable to the Company: (i) incash or its equivalent, (ii) by tendering (either actually or constructively byattestation) Shares having an aggregate Fair Market Value at the time ofexercise equal to the Exercise Price, (iii) in any other manner then permittedby the Committee, or (iv) by a combination of any of the permitted methods ofpayment.  The Committee may limit anymethod of payment, other than that specified under (i), for administrativeconvenience, to comply with Applicable Laws or otherwise.

## g)             Restrictionson Share Transferability.  TheCommittee may impose such restrictions on any Shares acquired pursuant to theexercise of an Option granted under this Section 6 as it may deem advisable,including, without limitation, restrictions under applicable federal securitieslaws, under the requirements of any stock exchange or market upon which suchShares are then listed and/or traded, and under any blue sky or statesecurities laws applicable to such Shares.

## h)             Terminationof Employment or Service.  EachParticipant’s Option Award Agreement shall set forth the extent to which theParticipant shall have the right to exercise the Option following terminationof the Participant’s employment or, if the Participant is a Director orConsultant, service with the Company and its Subsidiaries.  Such provisions shall be determined in thesole discretion of the Committee, need not be uniform among all Options, andmay reflect distinctions based on the reasons for termination of employment orservice.

# 7)              **STOCK APPRECIATION RIGHTS.**

## a)              Grantof SARs. ** **Subject to the terms and provisionsof the Plan, SARs may be granted to Participants in such amounts and upon suchterms, and at any time and from time to time, as shall be determined by theCommittee.  The Committee may grantFreestanding SARs, Tandem SARs, or any combination of these forms of SAR.

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## b)             Award Agreement.** **Each SAR grant shallbe evidenced by an Award Agreement that shall specify the grant price, the termof the SAR, and such other provisions as the Committee shall determine.

## c)              GrantPrice.  The grant price of aFreestanding SAR shall not be less than one hundred percent (100%) of the FairMarket Value of a Share on the date of grant of the SAR, and the grant price ofa Tandem SAR shall equal the Exercise Price of the related Option; provided,however, that these limitations shall not apply to Awards that are adjustedpursuant to Section 18 herein.

## d)             Term of SARs.** **The term of an SARgranted under the Plan shall be determined by the Committee, in its solediscretion; provided, however, that such term shall not exceed ten (10) years.

## e)              Exercise of Tandem SARs.** **A Tandem SAR may beexercised only with respect to the Shares for which its related Option is thenexercisable.  To the extent exercisable,Tandem SARs may be exercised for all or part of the Shares subject to therelated Option.  The exercise of all orpart of a Tandem SAR shall result in the forfeiture of the right to purchase anumber of Shares under the related Option equal to the number of Shares withrespect to which the SAR is exercised. Conversely, upon exercise of all or part of an Option with respect towhich a Tandem SAR has been granted, an equivalent portion of the Tandem SARshall similarly be forfeited.

Notwithstandingany other provision of the Plan to the contrary, with respect to a Tandem SARgranted in connection with an ISO: (i) the Tandem SAR shall expire no laterthan the expiration of the underlying ISO; (ii) the value of the payout withrespect to the Tandem SAR may be for no more than one hundred percent (100%) ofthe difference between the Exercise Price of the underlying ISO and the FairMarket Value of the Shares subject to the underlying ISO at the time the TandemSAR is exercised; and (iii) the Tandem SAR may be exercised only when the FairMarket Value of the Shares subject to the ISO exceeds the Exercise Price of theISO.

## f)                Exercise of Freestanding SARs.** **Freestanding SARsmay be exercised upon whatever terms and conditions the Committee, in its solediscretion, imposes upon them and sets forth in the Award Agreement; provided,however, that except as otherwise provided in a Participant’s Award Agreementupon a termination of employment or pursuant to Section 19 in the event of aChange in Control or Subsidiary Disposition, no Freestanding SARs may beexercisable prior to one (1) year from the date of grant.

## g)             Payment of SAR Amount.** **Upon exercise of anSAR, a Participant shall be entitled to receive payment from the Company in anamount determined by multiplying:

### i)                 thedifference between the Fair Market Value of a Share on the date of exerciseover the grant price; by

### ii)              thenumber of Shares with respect to which the SAR is exercised.

At the discretionof the Committee, the payment upon SAR exercise may be in cash, in Shares ofequivalent value, or in some combination thereof.

## h)             Termination of Employment or Service.** **Each SAR AwardAgreement shall set forth the extent to which the Participant shall have theright to exercise the SAR following termination of the Participant’s employmentor, if the Participant is a Director or Consultant, service with the Companyand its Subsidiaries.  Such provisionsshall be determined in the sole discretion of the Committee, need not be uniformamong all SARs, and may reflect distinctions based on the reasons fortermination of employment or service.

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# 8)              **RESTRICTED STOCK.**

## a)              Grant of Restricted Stock.** **Subject to the termsand provisions of the Plan, Restricted Stock may be granted to Participants insuch amounts and upon such terms, and at any time and from time to time, asshall be determined by the Committee.

## b)             Award Agreement.** **Each RestrictedStock grant shall be evidenced by an Award Agreement that shall specify thePeriod(s) of Restriction, the number of Shares of Restricted Stock granted, andsuch other provisions as the Committee shall determine.

## c)              Period of Restriction and OtherRestrictions.** **Except as otherwise provided in a Participant’s Award Agreement upon atermination of employment or pursuant to Section 19 in the event of a Change inControl or Subsidiary Disposition, an Award of Restricted Stock shall have aminimum Period of Restriction of three (3) years, which period may, at thediscretion of the Committee, lapse on a pro-rated, graded, or cliff basis (asspecified in an Award Agreement); provided, however, that in the Committee’ssole discretion, up to five percent (5%) of the Shares available for issuanceas Full-Value Awards under the Plan may have a shorter Period of Restriction,but in no case less than one (1) year.  TheCommittee shall impose such other conditions and/or restrictions on any Sharesof Restricted Stock granted pursuant to the Plan as it may deem advisableincluding, without limitation, a requirement that Participants pay a stipulatedpurchase price for each Share of Restricted Stock, a requirement that theissuance of Shares of Restricted Stock be delayed, restrictions based upon theachievement of specific performance goals, additional time-based restrictions,and/or restrictions under Applicable Laws or under the requirements of anystock exchange or market upon which such Shares are listed or traded, orholding requirements or sale restrictions placed on the Shares by the Companyupon vesting of such Restricted Stock. The Company may retain in its custody any certificate evidencing theShares of Restricted Stock and place thereon a legend and institutestop-transfer orders on such Shares, and the Participant shall be obligated tosign any stock power requested by the Company relating to the Shares to giveeffect to the forfeiture provisions of the Restricted Stock.

## d)             Removal of Restrictions. Subject to Applicable Laws, Restricted Stock shall become freelytransferable by the Participant after the last day of the Period of Restrictionapplicable thereto.  Once RestrictedStock is released from the restrictions, the Participant shall be entitled toreceive a certificate evidencing the Shares.

## e)              Voting Rights.** **Unless otherwise determinedby the Committee and set forth in a Participant’s Award Agreement, to theextent permitted or required by Applicable Laws, as determined by theCommittee, Participants holding Shares of Restricted Stock granted hereundermay exercise full voting rights with respect to those Shares during the Periodof Restriction.

## f)                Dividends and Other Distributions.** **Except as otherwiseprovided in a Participant’s Award Agreement, during the Period of Restriction,Participants holding Shares of Restricted Stock shall receive all regular cashDividends paid with respect to all Shares while they are so held, and, exceptas otherwise determined by the Committee, all other distributions paid withrespect to such Restricted Stock shall be credited to Participants subject tothe same restrictions on transferability and forfeitability as the RestrictedStock with respect to which they were paid and paid at such time following fullvesting as are paid the Shares of Restricted Stock with respect to which suchdistributions were made.

## g)             Termination of Employment or Service.** **Each Award Agreementshall set forth the extent to which the Participant shall have the right toretain unvested Restricted Stock following termination of the Participant’semployment or, if the Participant is a Director or Consultant, service with theCompany and its Subsidiaries. Such provisions shall be determined in the solediscretion of the Committee, need not be uniform among all Awards of RestrictedStock, and may reflect distinctions based on the reasons for termination ofemployment or service.

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# 9)              **RESTRICTED STOCK UNITS.**

## a)              Grantof Restricted Stock Units.  Subject to the terms and provisions ofthe Plan, Restricted Stock Units may be granted to Participants in such amountsand upon such terms, and at any time and from time to time, as shall bedetermined by the Committee.

## b)             Award Agreement.** **Each grant ofRestricted Stock Units shall be evidenced by an Award Agreement that shallspecify the applicable Period of Restriction, the number of Restricted StockUnits granted, and such other provisions as the Committee shall determine.

## c)              Value of Restricted Stock Units.  The initial value of a Restricted Stock Unitshall equal the Fair Market Value of a Share on the date of grant; provided,however, that this restriction shall not apply to Awards that are adjustedpursuant to Section 18 herein.

## d)             Periodof Restriction.  Except as otherwiseprovided in a Participant’s Award Agreement upon a termination of employment orpursuant to Section 19 in the event of a Change in Control or SubsidiaryDisposition, an Award of RestrictedStock Units shall have a minimum Period of Restriction of three (3) years,which period may, at the discretion of the Committee, lapse on a pro-rated,graded, or cliff basis; provided, however, that in the Committee’s solediscretion, up to five percent (5%) of the Shares available for issuance asFull-Value Awards under the Plan may have a shorter Period of Restriction, butin no case less than one (1) year.

## e)              Form and Timing of Payment. Except as otherwise provided in Section 19 herein or a Participant’sAward Agreement, payment of Restricted Stock Units shall be made at a specifiedsettlement date that shall not be earlier than the last day of the Period ofRestriction.  The Committee, in its solediscretion, may pay earned Restricted Stock Units by delivery of Shares or bypayment in cash of an amount equal to the Fair Market Value of such Shares (ora combination thereof).  The Committeemay provide that settlement of Restricted Stock Units shall be deferred, on amandatory basis or at the election of the Participant.

## f)                Voting Rights. A Participant shall have no voting rights with respect to any RestrictedStock Units granted hereunder.

## g)             Termination of Employment or Service.  Each Award Agreement shall set forth theextent to which the Participant shall have the right to receive a payoutrespecting an Award of Restricted Stock Units following termination of theParticipant’s employment or, if the Participant is a Director or Consultant,service with the Company and its Subsidiaries. Such provisions shall be determined in the sole discretion of theCommittee, need not be uniform among all Restricted Stock Units, and mayreflect distinctions based on the reasons for termination of employment orservice.

# 10)        **PERFORMANCE SHARES.**

## a)              Grantof Performance Shares.  Subject to the terms and provisions ofthe Plan, Performance Shares may be granted to Participants in such amounts andupon such terms, and at any time and from time to time, as shall be determinedby the Committee.

## b)             Award Agreement.** **Each grant ofPerformance Shares shall be evidenced by an Award Agreement that shall specifythe applicable Performance Period(s) and Performance Measure(s), the number ofPerformance Shares granted, and such other provisions as the Committee shalldetermine; provided, however, that except as otherwise provided in aParticipant’s Award Agreement upon a termination of employment or pursuant toSection 19 in the event of a Change in Control or Subsidiary Disposition, in nocase shall a Performance Period be for a period of less than one (1) year.

## c)              Value of Performance Shares.  The initial value of a Performance Shareshall equal the Fair Market Value of a Share on the date of grant; provided,however, that this restriction shall not apply to Awards that are adjustedpursuant to Section 18 herein.

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## d)             Form and Timing of Payment. Except as otherwise provided in Section 19 herein or a Participant’sAward Agreement, payment of Performance Shares shall be made at a specifiedsettlement date that shall not be earlier than the last day of the PerformancePeriod.  The Committee, in its solediscretion, may pay earned Performance Shares by delivery of Shares or bypayment in cash of an amount equal to the Fair Market Value of such Shares (ora combination thereof).  The Committeemay provide that settlement of Performance Shares shall be deferred, on amandatory basis or at the election of the Participant.

## e)              Voting Rights. A Participant shall have no voting rights with respect to anyPerformance Shares granted hereunder.

## f)                Termination of Employment or Service.  Each Award Agreement shall set forth theextent to which the Participant shall have the right to receive a payoutrespecting an Award of Performance Shares following termination of theParticipant’s employment or, if the Participant is a Consultant, service withthe Company and its Subsidiaries.  Suchprovisions shall be determined in the sole discretion of the Committee, neednot be uniform among all Participants, and may reflect distinctions based onthe reasons for termination of employment or service

# 11)        **PERFORMANCE UNITS.**

## a)              Grant of Performance Units.  Subject to the terms and conditions of thePlan, Performance Units may be granted to Participants in such amounts and uponsuch terms, and at any time and from time to time, as shall be determined bythe Committee.

## b)             Award Agreement.  Each grant of Performance Units shall beevidenced by an Award Agreement that shall specify the number of PerformanceUnits granted, the Performance Period(s) and Performance Measure(s), theperformance goals and such other provisions as the Committee shall determine;provided, however, that except as otherwise provided in a Participant’s AwardAgreement upon a termination of employment or pursuant to Section 19 in theevent of a Change in Control or Subsidiary Disposition, in no case shall aPerformance Period be for a period of less than one (1) year.

## c)              Value of Performance Units.  The Committee shall set performance goals inits discretion that, depending on the extent to which they are met, willdetermine the number and/or value of Performance Units that will be paid out tothe Participants.

## d)             Form and Timing of Payment.  Except as otherwise provided in Section 19herein or a Participant’s Award Agreement, payment of earned Performance Unitsshall be made following the close of the applicable Performance Period.  The Committee, in its sole discretion, maypay earned Performance Units in cash or in Shares that have an aggregate FairMarket Value equal to the value of the earned Performance Units (or acombination thereof).  The Committee mayprovide that settlement of Performance Units shall be deferred, on a mandatorybasis or at the election of the Participant.

## e)              VotingRights.  A Participant shall have novoting rights with respect to any Performance Units granted hereunder.

## f)                Termination of Employment or Service.  Each Award Agreement shall set forth theextent to which the Participant shall have the right to receive a payoutrespecting an Award of Performance Units following termination of theParticipant’s employment or, if the Participant is a Consultant, service withthe Company and its Subsidiaries.  Suchprovisions shall be determined in the sole discretion of the Committee, neednot be uniform among all Performance Units and may reflect distinctions basedon reasons for termination of employment or service.

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# 12)        **OTHER STOCK-BASED AWARDS.**

## a)              Grant.  The Committee shallhave the right to grant other Awards that may include, without limitation, thegrant of Shares based on attainment of performance goals established by theCommittee, the payment of Shares as a bonus or in lieu of cash based onattainment of performance goals established by the Committee, and the paymentof Shares in lieu of cash under other Company incentive or bonus programs.

## b)             Periodof Restriction.  Except as otherwiseprovided in a Participant’s Award Agreement upon a termination of employment orpursuant to Section 19 in the event of a Change in Control or SubsidiaryDisposition, Awards granted pursuant to this Section 12 shall have a minimum Period of Restriction of three (3) years, whichperiod may, at the discretion of the Committee, lapse on a pro-rated, graded,or cliff basis (as specified in an Award Agreement); provided, however, that inthe Committee’s sole discretion, up to five percent (5%) of the Sharesavailable for issuance as Full-Value Awards under the Plan may have a shorterPeriod of Restriction, but in no case less than one (1) year.  Notwithstanding the above, an Award ofpayment Shares in lieu of cash under other Company incentive or bonus programsshall not be subject to the minimum Period of Restriction limitations describedabove.

## c)              Payment of Other Stock-Based Awards. Subject to Section 12(b) hereof, payment under or settlement of any suchAwards shall be made in such manner and at such times as the Committee maydetermine.  The Committee may providethat settlement of Other Stock-Based Awards shall be deferred, on a mandatorybasis or at the election of the Participant.

## d)             Termination of Employment or Service.**** The Committee shall determine the extent towhich the Participant shall have the right to receive Other Stock-Based Awardsfollowing termination of the Participant’s employment or, if the Participant isa Director or Consultant, service with the Company and its Subsidiaries.  Such provisions shall be determined in thesole discretion of the Committee, such provisions may be included in an agreemententered into with each Participant, but need not be uniform among all OtherStock-Based Awards, and may reflect distinctions based on the reasons fortermination of employment or service.

# 13)        **DIVIDEND EQUIVALENTS**. At the discretion of the Committee, Awards granted pursuant to the Planmay provide Participants with the right to receive Dividend Equivalents, whichmay be paid currently or credited to an account for the Participants, and maybe settled in cash and/or Shares, as determined by the Committee in its solediscretion, subject in each case to such terms and conditions as the Committeeshall establish.

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# 14)        **PERFORMANCE-BASED EXCEPTION.**

## a)              TheCommittee may specify that the attainment of one or more of the PerformanceMeasures set forth in this Section 14 shall determine the degree of granting,vesting and/or payout with respect to Awards that the Committee intends willqualify for the Performance-Based Exception. The performance goals to be used for such Awards shall be chosen fromamong the following performance measures (the “Performance Measures”): totalshareholder return, stock price, net customer sales, volume, gross profit,gross margin, operating profit, operating margin, management profit, earningsfrom continuing operations before income taxes, earnings from continuingoperations, earnings per share from continuing operations, net operating profitafter tax, net earnings, net earnings per share, return on assets, return oninvestment, return on equity, return on invested capital, cost of capital,average capital employed, cash value added, economic value added, cash flow,cash flow from operations, working capital, working capital as a percentage ofnet customer sales, asset growth, asset turnover, market share, customersatisfaction, and employee satisfaction. The targeted level or levels of performance with respect to suchPerformance Measures may be established at such levels and on such terms as theCommittee may determine, in its discretion, on a corporate-wide basis or withrespect to one or more business units, divisions, subsidiaries, businesssegments or functions, and in either absolute terms or relative to theperformance of one or more comparable companies or an index covering multiplecompanies.  Awards that are not intendedto qualify for the Performance-Based Exception may be based on these or suchother performance measures as the Committee may determine.

## b)             Unlessotherwise determined by the Committee, measurement of performance goals withrespect to the Performance Measures above shall exclude the impact of chargesfor restructurings, discontinued operations, extraordinary items, and otherunusual or non-recurring items, as well as the cumulative effects of tax oraccounting changes, each as determined in accordance with generally acceptedaccounting principles or identified in the Company’s financial statements,notes to the financial statements, management’s discussion and analysis orother filings with the SEC.

## c)              Performancegoals may differ for Awards granted to any one Participant or to differentParticipants.

## d)             Achievementof performance goals in respect of Awards intended to qualify under thePerformance-Based Exception shall be measured over a Performance Periodspecified in the Award Agreement, and the goals shall be established not laterthan ninety (90) days after the beginning of the Performance Period or, if lessthan ninety (90) days, the number of days which is equal to twenty-five percent(25%) of the relevant Performance Period applicable to the Award.

## e)              TheCommittee shall have the discretion to adjust the determinations of the degreeof attainment of the pre-established performance goals; provided, however, thatAwards that are designed to qualify for the Performance-Based Exception may notbe adjusted upward (the Committee may, in its discretion, adjust such Awardsdownward).

# 15)        **TRANSFERABILITY OF AWARDS**. Incentive Stock Options may not be sold, transferred, pledged, assigned,or otherwise alienated or hypothecated, other than by will or by the laws ofdescent and distribution, and shall be exercisable during a Participant'slifetime only by such Participant.  OtherAwards shall be transferable to the extent provided in the Award Agreement,except that no Award may be transferred for consideration.

# 16)        **TAXES**.  The Companyshall have the power and right, prior to the delivery of Shares pursuant to anAward, to deduct or withhold, or require a participant to remit to the Company(or a Subsidiary), an amount (in cash or Shares) sufficient to satisfy anyapplicable tax withholding requirements applicable to an Award.  Whenever under the Plan payments are to bemade in cash, such payments shall be net of an amount sufficient to satisfy anyapplicable tax withholding requirements. Subject to such restrictions as the Committee may prescribe, a Participantmay satisfy all or a portion of any tax withholding requirements by electing tohave the Company withhold Shares having a Fair Market Value equal to the amountto be withheld up to the minimum statutory tax withholding rate (or such otherrate that will not result in a negative accounting impact). 

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# 17)        **CONDITIONS UPON ISSUANCE OF SHARES**.

## a)              Shares shall not beissued pursuant to the exercise of an Award unless the exercise of such Awardand the issuance and delivery of such Shares pursuant thereto shall comply withall Applicable Laws, and shall be further subject to the approval of counselfor the Company with respect to such compliance.

## b)             Asa condition to the exercise of an Award, the Company may require the personexercising such Award to represent and warrant at the time of any such exercisethat the Shares are being purchased only for investment and without any presentintention to sell or distribute such Shares if, in the opinion of counsel forthe Company, such a representation is required by any Applicable Laws.

# 18)        **ADJUSTMENTS UPON CHANGES IN CAPITALIZATION**.  In the event of any non reciprocaltransaction between the Company and the shareholders of the Company that causesthe per share value of shares underlying an Award to change, such as a stockdividend, stock split, spin off, rights offering, or recapitalization through alarge, nonrecurring cash dividend, and in the event of any other change incorporate capitalization, such as a merger, consolidation, any reorganization(whether or not such reorganization comes within the definition of such term inSection 368 of the Code) or any partial or complete liquidation of the Company,in its sole discretion, may cause there to be made an equitable adjustment tothe number and kind shares that may be issued under the Plan, or to anyindividual under the Plan, and to the number and kind of shares or otherproperty subject to and the exercise price (if applicable) of any thenoutstanding Awards, and such adjustment shall be conclusive and binding for allpurposes of the Plan.

# 19)        **CHANGE IN CONTROL, CASH-OUT AND TERMINATION OF UNDERWATER OPTIONS/SARS,AND SUBSIDIARY DISPOSITION**.

## a)              Changein Control.  Except as otherwiseprovided in a Participant’s Award Agreement or pursuant to Section 19(b)hereof, upon the occurrence of a Change in Control, unless otherwisespecifically prohibited under Applicable Laws, or by the rules and regulationsof any governing governmental agencies or national securities exchanges:

### i)                 anyand all outstanding Options and SARs granted hereunder shall become immediatelyexercisable unless such Awards are assumed, converted or replaced by thecontinuing entity; provided, however, that in the event of a Participant’stermination of employment without Cause within twenty-four (24) monthsfollowing consummation of a Change in Control, any replacement awards shallbecome immediately exercisable;

### ii)              anyPeriod of Restriction or other restriction imposed on Restricted Stock,Restricted Stock Units, and Other Stock-Based Awards shall lapse unless suchAwards are assumed, converted or replaced by the continuing entity; provided,however, that in the event of a Participant’s termination of employment withoutCause within twenty-four (24) months following consummation of a Change inControl, the Period of Restriction on any replacement awards shall lapse; and

### iii)           anyand all Performance Shares, Performance Units and other Awards (ifperformance-based) shall vest on a pro rata monthly basis, including fullcredit for partial months elapsed, and will be paid (A) based on the level ofperformance achieved as of the date of the Change in Control, if determinable,or (B) at the target level, if not determinable.  The amount of the vested Award may becomputed under the following formula: total Award number of Shares times (number of full months elapsed inshortest possible vesting period divided by number of full months in shortestpossible vesting period) times percent performance level achieved immediatelyprior to the specified effective date of the Change in Control.

## With respect to paragraphs (i) and (ii) ofSection 19(a) above, the Award Agreement may provide that any replacementawards will become immediately exercisable or any Period of Restriction shalllapse in the event of 

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## a termination of employment by theParticipant for “good reason” as such term is defined in any employmentagreement or severance agreement or policy applicable to such Participant.

## b)             Cash-Outand Termination of Underwater Options/SARs. The Committee may, in its sole discretion, provide that (i) alloutstanding Options and SARs shall be terminated upon the occurrence of aChange in Control and that each Participant shall receive, with respect to eachShare subject to such Options or SARs, an amount in cash equal to the excess ofthe Fair Market Value of a Share immediately prior to the occurrence of theChange in Control over the Option Exercise Price or the SAR grant price; and(ii) Options and SARs outstanding as of the date of the Change in Control maybe cancelled and terminated without payment therefore if the Fair Market Valueof a Share as of the date of the Change in Control is less than the OptionExercise Price or the SAR grant price.

## c)              SubsidiaryDisposition.  The Committee shallhave the authority, exercisable either in advance of any actual or anticipatedSubsidiary Disposition or at the time of an actual Subsidiary Disposition andeither at the time of the grant of an Award or at any time while an Awardremains outstanding, to provide for the automatic full vesting andexercisability of one or more outstanding unvested Awards under the Plan andthe termination of restrictions on transfer and repurchase or forfeiture rightson such Awards, in connection with a Subsidiary Disposition, but only withrespect to those Participants who are at the time engaged primarily inContinuous Service with the Subsidiary involved in such SubsidiaryDisposition.  The Committee also shallhave the authority to condition any such Award vesting and exercisability orrelease from such limitations upon the subsequent termination of the affectedParticipant’s Continuous Service with that Subsidiary within a specified periodfollowing the effective date of the Subsidiary Disposition.  The Committee may provide that any Awards sovested or released from such limitations in connection with a SubsidiaryDisposition, shall remain fully exercisable until the expiration or soonertermination of the Award.

# 20)        **AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN**.

## a)              Amendment,Modification and Termination.  TheBoard may at any time and from time to time, alter, amend, suspend or terminatethe Plan in whole or in part; provided, however, that no amendment thatrequires stockholder approval in order for the Plan to continue to comply withthe NASDAQ listing standards or any rule promulgated by the SEC or anysecurities exchange on which Shares are listed or any other Applicable Lawsshall be effective unless such amendment shall be approved by the requisitevote of stockholders of the Company entitled to vote thereon within the timeperiod required under such applicable listing standard or rule.

## b)             Adjustmentof Awards Upon the Occurrence of Certain Unusual or Nonrecurring Events.  The Committee may make adjustments in theterms and conditions of, and the criteria included in, Awards in recognition ofunusual or nonrecurring events (including, without limitation, the eventsdescribed in Section 18 hereof) affecting the Company or the financialstatements of the Company or of changes in Applicable Laws, regulations, oraccounting principles, whenever the Committee determines that such adjustmentsare appropriate in order to prevent dilution or enlargement of the benefits orpotential benefits intended to be made available under the Plan.  With respect to any Awards intended to complywith the Performance-Based Exception, unless otherwise determined by theCommittee, any such exception shall be specified at such times and in suchmanner as will not cause such Awards to fail to qualify under the Performance-BasedException.

## c)              AwardsPreviously Granted.  No termination,amendment or modification of the Plan or of any Award shall adversely affect inany material way any Award previously granted under the Plan without thewritten consent of the participant holding such Award, unless such termination,modification or amendment is required by Applicable Laws and except asotherwise provided herein.

## d)             NoRepricing. Except for adjustments made pursuant to Section 18, no amendmentshall reduce the Exercise Price of outstanding Options or the grant price ofoutstanding SARs, nor may any outstanding 

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## Options or outstanding SARs be surrendered tothe Company as consideration for the grant of new Options or SARs with a lowerExercise Price or grant price, without the approval of the stockholders of theCompany.

## e)              Compliancewith the Performance-Based Exception. If it is intended that an Award comply with the requirements of thePerformance-Based Exception, the Committee may apply any restrictions it deemsappropriate such that the Awards maintain eligibility for the Performance-BasedException.  If changes are made to CodeSection 162(m) or regulations promulgated thereunder to permit greaterflexibility with respect to any Award or Awards available under the Plan, theCommittee may, subject to this Section 20, make any adjustments to the Planand/or Award Agreements it deems appropriate.

# 21)        **RESERVATION OF SHARES**.

## a)              The Company, duringthe term of the Plan, will at all times reserve and keep available such numberof Shares as shall be sufficient to satisfy the requirements of the Plan.

## b)             Theinability of the Company to obtain authority from any regulatory body havingjurisdiction, which authority is deemed by the Company’s counsel to benecessary to the lawful issuance and sale of any Shares hereunder, shallrelieve the Company of any liability in respect of the failure to issue or sellsuch Shares as to which such requisite authority shall not have been obtained.

# 22)        **RIGHTS OF PARTICIPANTS**. 

## a)              Continued Service.  The Plan shall not confer upon anyParticipant any right with respect to continuation of employment or consultingrelationship with the Company, nor shall it interfere in any way with his orher right or the Company’s right to terminate his or her employment orconsulting relationship at any time, with or without cause.

## b)             Participant.  No Employee, Director or Consultant shallhave the right to be selected to receive an Award under the Plan, or, havingbeen so selected, to be selected to receive future Awards.

# 23)        **SUCCESSORS**.  Allobligations of the Company under the Plan and with respect to Awards shall bebinding on any successor to the Company, whether the existence of suchsuccessor is the result of a direct or indirect purchase, merger,consolidation, or other event, or a sale or disposition of all or substantiallyall of the business and/or assets of the Company and references to the"Company" herein and in any Award agreements shall be deemed to referto such successors.

# 24)        **LEGAL CONSTRUCTION**.

## a)              Gender, Number and References.  Except where otherwise indicated by thecontext, any masculine term used herein also shall include the feminine, theplural shall include the singular and the singular shall include the plural.  Any reference in the Plan to a Section of thePlan either in the Plan or any Award agreement or to an act or code or to anysection thereof or rule or regulation thereunder shall be deemed to refer tosuch Section of the Plan, act, code, section, rule or regulation, as may beamended from time to time, or to any successor Section of the Plan, act, code,section, rule or regulation.

## b)             Severability.  In the event any provision of the Plan shallbe held illegal or invalid for any reason, the illegality or invalidity shallnot affect the remaining parts of the Plan, and the Plan shall be construed andenforced as if the illegal or invalid provision had not been included.

## c)              Requirements of Law.  The granting of Awards and the issuance ofShares or cash under the Plan shall be subject to all Applicable Laws and tosuch approvals by any governmental agencies or national securities exchanges asmay be required.

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## d)             Governing Law.  To the extent not preempted by federal law,the Plan, and all agreements hereunder, shall be construed in accordance withand governed by the laws of the State of Delaware, excluding any conflicts orchoice of law rule or principle that might otherwise refer construction orinterpretation of this Plan to the substantive law of another jurisdiction.

## e)              Non-ExclusivePlan.  Neither the adoption of thePlan by the Board nor its submission to the stockholders of the Company forapproval shall be construed as creating any limitations on the power of theBoard or a committee thereof to adopt such other incentive arrangements as itmay deem desirable.

## f)                Code Section 409A Compliance.  To the extent applicable, it is intended thatthis Plan and any Awards granted hereunder comply with the requirements ofSection 409A of the Code and any related regulations or other guidancepromulgated with respect to such Section by the U.S. Department of the Treasuryor the Internal Revenue Service (“Section 409A”).  Any provision that would cause the Plan orany Award granted hereunder to fail to satisfy Section 409A shall have no forceor effect until amended to comply with Section 409A, which amendment may beretroactive to the extent permitted by Section 409A.

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**GLOSSARYOF DEFINED TERMS**

1.               **Definitions**. As used in the Plan, the following definitionsshall apply:

“Applicable Laws”means the legal requirements relating to the administration of stock incentiveplans, if any, under applicable provisions of federal securities laws, statecorporate and securities laws, the Code, and the rules of any applicable stockexchange or national market system.

“Award” means,individually or collectively, Nonqualified Stock Options, Incentive StockOptions, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units,Performance Shares, Performance Units and Other Stock-Based Awards grantedunder the Plan.

“Award Agreement”means an agreement entered into by the Company and a Participant setting forththe terms and provisions applicable to an Award.

“Board” means theBoard of Directors of the Company.

[“Cause” means (i)the willful and continued failure of the Participant substantially to performthe Participant’s duties with the Company (other than any such failure resultingfrom incapacity due to physical or mental illness), after a written demand forsubstantial performance is delivered to the Participant by the Chief ExecutiveOfficer of the Company, a member of the Committee, or another authorizedofficer of the Company, which specifically identifies the manner in which thesender believes that the Participant has not substantially performed theParticipant’s duties; or (ii) the willful engaging by the Participant inillegal conduct or gross misconduct which is materially and demonstrablyinjurious to the Company.]

“Change in Control” means

a)              The acquisition by any individual, entity or group(within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act ) (a “Person”)of beneficial ownership (within the meaning of Rule 13d-3 promulgated under theExchange Act) of 25% of either (i) the then outstanding shares of common stockof the Company (the “Outstanding Company Common Stock”) or (ii) the combinedvoting power of the then outstanding voting securities of the Company entitledto vote generally in the election of directors (the “Outstanding Company VotingSecurities”); provided, however, that for purposes of this subsection (a), thefollowing acquisitions shall not constitute a Change in Control:  (i) any acquisition directly from theCompany, (ii) any acquisition by the Company, including any acquisition which,by reducing the number of shares outstanding, is the sole cause for increasingthe percentage of shares beneficially owned by any such Person to more than theapplicable percentage set forth above, (iii) any acquisition by any employeebenefit plan (or related trust) sponsored or maintained by the Company or anycorporation controlled by the Company or (iv) any acquisition by anycorporation pursuant to a transaction which complies with clauses (i), (ii) and(iii) of subsection (c) of this definition; or

b)             Individuals who, as of the date hereof, constitute theBoard (the “Incumbent Board”) cease for any reason within any period of 24months to constitute at least a majority of the Board; provided, however, thatany individual becoming a director subsequent to the date hereof whoseelection, or nomination for election by the Company’s stockholders, wasapproved by a vote of at least a majority of the directors then comprising theIncumbent Board, shall be considered as though such individual were a member ofthe Incumbent Board, but excluding, for this purpose, any such individual whoseinitial assumption of office occurs as a result of an actual or threatened electioncontest with respect to the election or removal of directors or other actual orthreatened solicitation of proxies or consents by or on behalf of a Personother than the Board; or

c)              Consummation by the Company of a reorganization,merger or consolidation or sale or other disposition of all or substantiallyall of the assets 

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of the Company or the acquisition of assets of anothercorporation (a “Business Combination”), in each case, unless, following suchBusiness Combination, (i) more than 50% of, respectively, the then outstandingshares of common stock and the combined voting power of the then outstandingvoting securities entitled to vote generally in the election of directors, asthe case may be, of the corporation resulting from such Business Combination(including without limitation, a corporation which as a result of suchtransaction owns the Company or all or substantially all of the Company’sassets either directly or through one or more subsidiaries) is represented byOutstanding Company Common Stock and Outstanding Company Voting Securities,respectively, that were outstanding immediately prior to such BusinessCombination (or, if applicable, is represented by shares into which suchOutstanding Company Common Stock and Outstanding Company Voting Securities wereconverted pursuant to such Business Combination) and such ownership of commonstock and voting power among the holders thereof is in substantially the sameproportions as their ownership, immediately prior to such Business Combinationof the Outstanding Company Common Stock and Outstanding Company VotingSecurities, as the case may be, (ii) no Person (excluding any employee benefitplan (or related trust) of the Company or such corporation resulting from suchBusiness Combination) beneficially owns, directly or indirectly, 20% or moreof, respectively, the then outstanding shares of the corporation resulting fromsuch Business Combination or the combined voting power of the then outstandingvoting securities of such corporation except to the extent that such ownershipexisted prior to the Business Combination and (iii) at least a majority of themembers of the board of directors of the corporation resulting from suchBusiness Combination were members of the Incumbent Board at the time of theexecution of the initial agreement, or of the action of the Board, providingfor such Business Combination; or

d)             Approval by the stockholders of the Company of acomplete liquidation or dissolution of the Company.

“Code” means the Internal Revenue Code of 1986,as amended.

“Committee” means the Committee, as specifiedin Section 2(a), appointed by the Board to administer the Plan.

“Company” means Dynamic Materials Corporationand any successor thereto as provided in Section 23 herein.

“Consultant” means any consultant or advisor tothe Company or a Subsidiary.

“Continuous Service” means that the provisionof services to the Company or any Subsidiary in any capacity of Employee orConsultant is not interrupted or terminated. Continuous Service shall not beconsidered interrupted in the case of (i) any leave of absence approved by theCompany or (ii) transfers between locations of the Company or between theCompany, any Subsidiary, or any successor. A leave of absence approved by the Company shall include sick leave,military leave, or any other personal leave approved by an authorizedrepresentative of the Company.  Forpurposes of Incentive Stock Options, no such leave may exceed ninety (90) days,unless reemployment upon expiration of such leave is guaranteed by statute orcontract.

“Director” means any individual who is a memberof the Board of Directors of the Company or a Subsidiary who is not anEmployee.

“Dividend” means the dividends declared andpaid on Shares subject to an Award.

“Dividend Equivalent” means, with respect toShares subject to an Award, a right to be paid an amount equal to the Dividendsdeclared and paid on an equal number of outstanding Shares.

“Employee” means any employee of the Company ora Subsidiary.

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“Exchange Act” means the Securities ExchangeAct of 1934, as amended.

“Exercise Price” means the price at which aShare may be purchased by a Participant pursuant to an Option.

“Fair Market Value”means, as of any date, the value of a Share determined as follows:

a.               Where there existsa public market for the Share, the Fair Market Value shall be (A) the closingsales price for a Share for the last market trading day prior to the time ofthe determination (or, if no sales were reported on that date, on the lasttrading date on which sales were reported) on the New York Stock Exchange, theNASDAQ National Market or the principal securities exchange on which the Shareis listed for trading, whichever is applicable, or (B) if the Share is nottraded on any such exchange or national market system, the average of theclosing bid and asked prices of a Share on the NASDAQ Small Cap Market, in eachcase, as reported in The Wall Street Journal or such other source as theCommittee deems reliable; or

b.              In the absence of anestablished market of the type described above, for the Share, the Fair MarketValue thereof shall be determined by the Committee in good faith, and suchdetermination shall be conclusive and binding on all persons.

“Freestanding SAR” means an SAR that is grantedindependently of any Options, as described in Section 7 herein.

“Full-Value Award” means Awards other thanOptions, SARs, or other Awards for which the Participant pays the grant dateintrinsic value directly or by forgoing a right to receive a cash payment fromthe Company.

“Incentive Stock Option” or “ISO” meansan Option intended to qualify as an incentive stock option within the meaningof Section 422 of the Code.

“Nonqualified Stock Option” means an Optionthat is not intended to meet the requirement of Section 422 of the Code.

“Option” means an Incentive Stock Option or aNonqualified Stock Option granted under the Plan, as described in Section 6herein.

“Option Proceeds” means the cash received bythe Company as payment of the Exercise Price upon exercise of an Option or aPrior Plan option plus the federal tax benefit that could be realized by theCompany as a result of the Option of Prior Plan option exercise, which shall bedetermined by multiplying the amount that is deductible as a result of theOption or Prior Plan option exercise (currently equal to the amount upon whichthe Participant’s withholding tax obligation is calculated) by the maximumfederal corporate income tax rate for the year of exercise.  To the extent that a Participant pays theExercise Price and/or withholding taxes with Shares, Option Proceeds shall notbe calculated with respect to the amount paid in such manner.

“Other Stock-Based Award” means a Share-basedor Share-related Award granted pursuant to Section 12 herein.

“Participant” means a current or formerEmployee, Director or Consultant who has rights relating to an outstandingAward.

“Performance-Based Exception” means theperformance-based exception from the tax deductibility limitations of CodeSection 162(m).

“Performance Measures” shall have the meaningset forth in Section 14(a).

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“Performance Period” means the period duringwhich a performance measure must be met.

“Performance Share” means an Award granted to aParticipant, as described in Section 10 herein.

“Performance Unit” means an Award granted to aParticipant, as described in Section 11 herein.

“Period of Restriction” means the periodRestricted Stock, Restricted Stock Units or Other Stock-Based Awards aresubject to a substantial risk of forfeiture and are not transferable, asprovided in Sections 8, 9 and 12 herein.

“Plan” means the Dynamic Materials Corporation2006 Stock Incentive Plan.

“Prior Plan” means the Dynamic MaterialsCorporation 1997 Equity Incentive Plan.

“Restricted Stock” means an Award granted to aParticipant, as described in Section 8 herein.

“Restricted Stock Units” means an Award grantedto a Participant, as described in Section 9 herein.

“SEC” means the United States Securities andExchange Commission.

“Share” means a share of common stock of the Company,par value $1.00 per share, subject to adjustment pursuant to Section 18 herein.

“Stock Appreciation Right” or “SAR”means an Award granted to a Participant, either alone or in connection with arelated Option, as described in Section 7 herein.

“Subsidiary” means any corporation in which theCompany owns, directly or indirectly, at least fifty percent (50%) of the totalcombined voting power of all classes of stock, or any other entity (including,but not limited to, partnerships and joint ventures) in which the Company owns,directly or indirectly, at least fifty percent (50%) of the combined equitythereof.  Notwithstanding the foregoing,for purposes of determining whether any individual may be a Participant forpurposes of any grant of Incentive Stock Options, the term “Subsidiary” shallhave the meaning ascribed to such term in Code Section 424(f).

“Subsidiary Disposition” means the dispositionby the Company of its equity holdings in any Subsidiary effected by a merger orconsolidation involving that Subsidiary, the sale of all or substantially allof the assets of that Subsidiary or the Company’s sale or distribution ofsubstantially all of the outstanding capital stock of such Subsidiary.

“Tandem SAR” means a SAR that is granted inconnection with a related Option, as described in Section 7 herein.

“Voting Securities” means voting securities ofthe Company entitled to vote generally in the election of Directors.

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