**Exhibit 10.3(a)**

 

**VARIETAL DISTRIBUTION HOLDINGS, LLC**

 

**2007 SECURITIES PURCHASE PLAN**

 

1.             Purposeof Plan.  This 2007 SecuritiesPurchase Plan (the “Plan”) of Varietal Distribution Holdings, LLC, aDelaware limited liability company (the “Company”), adopted by the Boardof Managers of the Company on June 29,****2007,for employees, managers, consultants and advisers of the Company and itsSubsidiaries, is intended to advance the best interests of the Company and itsSubsidiaries by providing those persons who have a substantial responsibilityfor their management and growth with additional incentives by allowing suchpersons to acquire an equity interest in the Company and thereby encouragingthem to contribute to the success of the Company and its Subsidiaries and, inthe case of employees, to remain in their employ. The availability and offeringof Common Units and Preferred Units under the Plan also is intended to increasethe Company’s and its Subsidiaries’ ability to attract and retain individualsof exceptional managerial talent upon whom, in large measure, the sustainedprogress, growth, and profitability of the Company and its Subsidiaries depends.The Plan is intended to be a compensatory benefit plan within the meaning ofRule 701 of the Securities Act and, unless and until the Common Units andPreferred Units are publicly traded, the issuance of Common Units and PreferredUnits pursuant to the Plan is intended to qualify for the exemption fromregistration under the Securities Act provided by Rule 701; providedthat the foregoing shall not require the Company to rely on Rule 701 for anyissuance pursuant to this Plan to the extent that another exemption fromregistration under the Securities Act is available for such issuance.

 

2.             Definitions. Capitalized terms used but not otherwisedefined herein shall have the meanings set forth below:

 

“Affiliate”of any particular Person means any other Person controlling, controlled by, orunder common control with such particular Person, where “control” means the possession,directly or indirectly, of the power to direct the management and policies of aPerson whether through the ownership of voting securities, by contract, orotherwise.

 

“Board”means the Board of Managers of the Company or any successor governing bodythereto.

 

“CommonUnits” means “Class A Common Units”, as such term is defined in the LimitedLiability Company Agreement.

 

“Committee”means the committee of the Board which may be designated by the Board toadminister the Plan. The Committee shall be composed of two or more managers asappointed from time to time to serve by the Board.

 

“LimitedLiability Company Agreement” means “LLC Agreement” means the LimitedLiability Company Agreement of the Company, dated on or about the date hereofamong the parties from time to time party thereto, as amended from time to timepursuant to its terms.

 

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“Participants”means present and future employees, managers, consultants or advisers of theCompany or its Subsidiaries, as such persons may be selected in the solediscretion of the Committee.

 

“Person”means an individual, a partnership, a limited liability company, a corporation,an association, a joint stock company, a trust, a joint venture, anunincorporated organization, an investment fund, any other business entity anda governmental entity or any department, agency or political subdivisionthereof.

 

“PreferredUnits” means the “Class A Preferred Units”, as such term is defined in theLimited Liability Company Agreement.

 

“Subsidiary”means, with respect to any Person, any corporation, limited liability company,partnership, association, or business entity of which (i) if acorporation, a majority of the total voting power of shares of stock entitled(without regard to the occurrence of any contingency) to vote in the electionof directors, managers, or trustees thereof is at the time owned or controlled,directly or indirectly, by that Person or one or more of the other Subsidiariesof that Person or a combination thereof, or (ii) if a limited liabilitycompany, partnership, association, or other business entity (other than acorporation), a majority of  partnershipor other similar ownership interest thereof is at the time owned or controlled,directly or indirectly, by that Person or one or more Subsidiaries of thatPerson or a combination thereof. For purposes hereof, a Person or Persons shallbe deemed to have a majority ownership interest in a limited liability company,partnership, association, or other business entity (other than a corporation)if such Person or Persons shall be allocated a majority of limited liabilitycompany, partnership, association, or other business entity gains or losses orshall be or control any managing director or general partner of such limitedliability company, partnership, association, or other business entity..

 

“SecurityholdersAgreement” means the Securityholders Agreement, dated on or about the dateof the adoption of this Plan, among the Company and holders of the Units signatoriesthereto, as the same may be amended, supplemented or otherwise modified fromtime to time.

 

“Units” has the meaning given to suchterm in the Limited Liability Company Agreement.

 

3.             Grantor Sale of Units.  The Committeeshall have the power and authority to grant without consideration or to sell toany Participant any Units at any time prior to the termination of this Plan insuch quantity, at such price, on such terms and subject to such conditions thatare consistent with this Plan and established by the Committee. Units grantedor sold under this Plan shall be subject to such terms and evidenced byagreements as shall be determined from time to time by the Committee (each a “ManagementUnit Purchase Agreement”). Participants receiving grants or purchasingUnits pursuant to this Plan shall be required, as a condition to such grant orpurchase, to become a party to the Limited Liability Company Agreement, theSecurityholders Agreement and any other agreement or arrangement determined bythe Committee.

 

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4.             Administrationof the Plan.  The Plan shall beadministered by the Committee; provided that if for any reason theCommittee shall not have been appointed by the Board, all authority and duties ofthe Committee under the Plan shall be vested in and exercised by the Board. Subjectto the limitations of this Plan, the Committee shall have the sole and completeauthority to: (i) select Participants, (ii) grant or sell Units to Participantson such terms and in such amounts as it shall determine, (iii) impose suchlimitations, restrictions and conditions upon such Units as it shall deemappropriate, (iv) interpret this Plan and, as applied to Participants and theirpermitted transferees, the LLC Agreement, the Securityholders Agreement and theManagement Unit Purchase Agreement (collectively with the Plan, the “Equity Agreements”) and adopt,amend and rescind administrative guidelines and other rules and regulationsrelating to the Equity Agreements as applied to Participants and theirpermitted transferees, (v) correct any defect or omission or reconcile anyinconsistency in the Equity Agreements as applied to Participants and theirpermitted transferees and (vi) make all other determinations and take all otheractions necessary or advisable for the implementation and administration of theEquity Agreements as applied to Participants and their permitted transferees. Eachaction of the Committee or the Board shall be binding on all Participants.

 

5.             Taxes. The Company shall be entitled, ifnecessary or desirable, to withhold (or secure payment from any Participant inlieu of withholding) the amount of any withholding or other tax due from theCompany with respect to any amount payable and/or Units issuable under thisPlan, and the Company may defer such payment or issuance unless indemnified toits satisfaction.

 

6.             Rightsof Participants.  Nothing in thisPlan or in any Equity Agreement shall interfere with or limit in any way theright of the Company or any Subsidiary to terminate any Participant’semployment at any time (with or without cause), nor confer upon any Participantany right to continue in the employ of the Company or any Subsidiaries orAffiliates for any period of time or to continue his or her present (or anyother) rate of compensation. No person shall have a right to be selected as aParticipant or, having been so selected, to be selected again as a Participant.

 

7.             CertainAdjustments.  The number of Unitsissued under the Plan to each Participant shall be proportionately adjusted inthe case of a Unit split, reverse Unit split, Unit dividend, recapitalization,combination, reclassification or other distribution in respect of the Unitswithout the receipt of consideration by the Company.

 

8.             Amendment,Suspension, and Termination of Plan.  The Board or the Committee may suspend orterminate the Plan or any portion thereof at any time and may amend it fromtime to time in such respects as the Board or the Committee may deem advisable;provided that no such amendment shall be made without the approval ofthe Board to the extent such approval is required by law, agreement or therules of any exchange upon which the Units are listed, and no such amendment,suspension, or termination shall impair the rights of Participants underoutstanding Management Unit Purchase Agreements without the consent of theParticipants affected thereby, except to the extent provided for in any suchManagement Unit Purchase Agreement. The Plan shall terminate on the tenthanniversary of the date the Plan has been adopted by the Board and no Unitsshall be issued hereunder after such date.

 

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9.             Indemnification. In addition to such other rights ofindemnification as they may have as members of the Board or the Committee, themembers of the Board and the Committee shall be indemnified by the Companyagainst all costs and expenses reasonably incurred by them in connection withany action, suit, or proceeding to which they or any of them may be party byreason of any action taken or failure to act under or in connection with thePlan or any Units issued hereunder, and against all amounts paid by them insettlement thereof (provided such settlement is approved by independent legalcounsel selected by the Company) or paid by them in satisfaction of a judgmentin any such action, suit or proceeding; provided that any such Board orCommittee member shall be entitled to the indemnification rights set forth inthis Section 9 only if such Board or Committee member has acted in goodfaith and in a manner that such Board or Committee member reasonably believedto be in, or not opposed to, the best interests of the Company and, withrespect to any criminal action or proceeding, had no reasonable cause tobelieve that such conduct was unlawful, and further provided that upon theinstitution of any such action, suit, or proceeding a Board or Committee membershall give the Company written notice thereof and an opportunity, at theCompany’s own expense, to handle and defend the same before such Board orCommittee member undertakes to handle and defend such action, suit orproceeding on his own behalf.

 

10.           ShareholderApproval.  The Plan shall be dulyapproved by a majority of the outstanding Class A Common Units of the Companyentitled to vote within 12 months after the Plan has been adopted by the Board.

 

Adopted by the Board ofManagers of the Company, on  June 29,2007.

 

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