**Exhibit 10.1**

**CDRVINVESTORS, INC. STOCK INCENTIVE PLAN**

**Article I*Purpose***

CDRV Investors, Inc. has established this stockincentive plan to foster and promote its long-term financial success. Capitalizedterms have the meaning given in Article XI.

**Article II*Powers of the Board***

Section 2.1*   Power to Grant Awards.*   TheBoard shall select Employees to participate in the Plan. The Board shall alsodetermine from time to time whether, and the terms under which, EligibleDirectors (or classes or categories of Eligible Directors) may receive DirectorShare Awards. The Board shall determine the terms of each Award, consistentwith the Plan.

Section 2.2*   Administration.*   TheBoard shall be responsible for the administration of the Plan. The Board mayprescribe, amend and rescind rules and regulations relating to theadministration of the Plan, provide for conditions and assurances it deemsnecessary or advisable to protect the interests of the Company and make allother determinations necessary or advisable for the administration andinterpretation of the Plan. Any authority exercised by the Board under the Planshall be exercised by the Board in its sole discretion. Determinations,interpretations or other actions made or taken by the Board under the Planshall be final, binding and conclusive for all purposes and upon all persons.

Section 2.3*   Delegation by the Board.*   Allof the powers, duties and responsibilities of the Board specified in this Planmay be exercised and performed by any duly constituted committee thereof to theextent authorized by the Board to exercise and perform such powers, duties andresponsibilities, and any determination, interpretation or other action takenby such committee shall have the same effect hereunder as if made or taken bythe Board.

**Article III*Shares Subject to Plan***

Section 3.1*  *Number.*  *The maximum number of sharesof Common Stock that may be issued under the Plan or be subject toAwards may not exceed  1,417,320 shares, *provided* that immediately following the initial offering andgrant of Awards hereunder such number shall automatically be reduced by (x) thenumber of shares of Common Stock covered by Awards offered but not grantedunder the Plan in the initial offering and grant of Awards hereunder *minus* (y) 50,000 shares. The shares of Common Stock tobe delivered under the Plan may consist, in whole or in part, of treasuryCommon Stock or authorized but unissued Common Stock that is not reserved forany other purpose.

Section 3.2*   Canceled, Terminated or ForfeitedAwards.*   If any Award or portion thereof is for any reasonforfeited, canceled or otherwise terminated without exercise, the shares ofCommon Stock subject to such Award or portion thereof shall again be availablefor grant under the Plan.

Section 3.3*   Adjustment in Capitalization.*   Thenumber of shares of Common Stock available for issuance under the Plan and thenumber, class, exercise price or other terms of any outstanding Award may beadjusted by the Board if it shall deem such an adjustment necessary orappropriate to reflect any Common Stock dividend, stock split or sharecombination or any recapitalization, merger, consolidation, exchange of shares,liquidation or dissolution of the Company or other similar transactionaffecting the Common Stock.

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**Article IV*Stock Purchase***

Section 4.1*   Awards and Administration.*   TheBoard may offer and sell shares of Common Stock to Participants at such time ortimes as it shall determine, the terms of which shall be set forth in aSubscription Agreement.

Section 4.2*   Minimum Purchase Price.*   Unlessotherwise determined by the Board, the purchase price for any shares of CommonStock to be offered and sold pursuant to this Article IV shall not be lessthan the Fair Market Value on the Grant Date.

Section 4.3*   Payment.*   Unlessotherwise determined by the Board, the purchase price with respect to shares ofCommon Stock offered and sold pursuant to this Article IV shall be paid incash or other readily available funds simultaneously with the closing of thepurchase of such Common Stock. The Board may authorize the Company or one ormore of its Subsidiaries to guarantee indebtedness incurred by a Participant inconnection with a purchase of shares pursuant to this Article IV, on suchterms as the Board shall determine.

**Article V*Terms of Options***

Section 5.1*   Grant of Options.*   TheBoard may grant Options to Participants at such time or times as it shalldetermine. Options granted pursuant to the Plan will not be “incentive stockoptions” as defined in the Code unless otherwise determined by the Board. EachOption granted to a Participant shall be evidenced by an Option Agreement thatshall specify the number of shares of Common Stock that may be purchasedpursuant to such Option, the exercise price at which a share of Common Stockmay be purchased pursuant to such Option, the duration of such Option (not toexceed the tenth anniversary of the Grant Date), and such other terms as theBoard shall determine.

Section 5.2*   Exercise Price.*   Theexercise price per share of Common Stock to be purchased upon exercise of anOption shall not be less than the Fair Market Value on the Grant Date.

Section 5.3*   Vesting and Exercise of Options.*   Optionsshall become vested or exercisable in accordance with the vesting schedule orupon the attainment of such performance criteria as shall be specified by theBoard on or before the Grant Date. Unless otherwise determined by the Board orbefore on the Grant Date, one-fifth of the Options shall vest and becomeexercisable on each of the first, second, third, fourth and fifth anniversariesof the Grant Date. The Board may accelerate the vesting or exercisability ofany Option, all Options or any class of Options at any time and from time totime.

Section 5.4*   Payment.*   The Boardshall establish procedures governing the exercise of Options, which proceduresshall generally require that prior written notice of exercise be given and thatthe exercise price (together with any required withholding taxes or othersimilar taxes, charges or fees) be paid in full in cash, cash equivalents orother readily-available funds at the time of exercise. Notwithstanding theforegoing, on such terms as may be the Board may establish from time to timefollowing a Public Offering (i) the Board may permit a Participant totender shares of Common Stock such Participant has owned for all or a portionof the applicable exercise price or minimum required withholding taxes and (ii) theBoard may authorize the Company to establish a broker-assisted exercise program.In connection with any Option exercise, the Company may require the Participantto furnish or execute such other documents as it shall reasonably deemnecessary to (a) evidence such exercise, (b) determine whether registrationis then required under the U.S. federal securities laws or similar non-U.S.laws or (c) comply with or satisfy the requirements of the U.S. federalsecurities laws, applicable state or non-U.S. securities laws or any other law.As a condition to the exercise of any Option before a Public Offering, aParticipant shall enter into a Subscription Agreement.

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**Article VI*Termination of Employment***

Section 6.1*   Expirationof Options Following Termination of Employment.*   Unlessotherwise determined by the Board before or after the Grant Date, if aParticipant’s employment with the Company and its Subsidiaries terminates, suchParticipant’s Options shall be treated as follows:

(a)    if suchemployment terminates by reason of the Participant’s death or Disability (each,a “*Special Termination*”), any Options heldby the Participant shall immediately vest in full;

(b)   in the caseof any termination other than a Special Termination, any unvested Options shallterminate effective as of such termination of employment;

(c)    except inthe case of a termination for Cause, vested Options (including any options thatvest pursuant to Section 6.1(a) above) shall remain exercisablethrough the earliest of (i) the normal expiration date, (ii) 60 daysafter the Participant’s termination of employment (180 days in the case of aSpecial Termination or a retirement at normal retirement age or later) and (iii) anycancellation pursuant to Section 7.1; and

(d)   in the caseof a termination for Cause, any and all Options held by such Participant(whether or not then vested or exercisable) shall terminate immediately uponsuch termination of employment.

Section 6.2*   Certain Rights upon Termination ofEmployment Prior to a Public Offering.*   Each SubscriptionAgreement and Option Agreement shall provide that the Company and the CD&RFund shall have successive rights prior to a Public Offering to purchase all orany portion of a Participant’s shares of Common Stock and vested Options uponany termination of employment, at a purchase price per share equal to the FairMarket as of the effective date of such termination of employment (or, if theParticipant’s employment qualifies as a termination for Cause, for a purchaseprice per share equal to the lesser of (i) such Fair Market Value and (ii) suchParticipant’s per share purchase price), *minus* anyapplicable exercise price. The Board may provide in a Subscription Agreementthat following a Participant’s Special Termination, retirement at or afternormal retirement age or termination of employment by the Company or itsSubsidiaries without Cause in each case prior to a Public Offering, suchParticipant may require the Company to repurchase all (but not less than all)of such Participant’s shares of Common Stock (but excluding any shares acquiredon exercise of an Option), at a purchase price per share equal to the FairMarket Value on the date of the Participant’s termination of employment,subject to the Company having the ability to do so under the terms of itsfinancing arrangements and under Delaware law.

**Article VII*Change in Control***

Section 7.1*   Accelerated Vesting and Payment.*   Exceptas otherwise provided in this Article VII, and unless otherwise providedin the Award Agreement, upon a Change in Control each Option, whether vested orunvested, shall be canceled in exchange for a payment in an amount equal to theexcess, if any, of the Change in Control Price over the exercise price for suchOption.

Section 7.2*   AlternativeOptions.*   No cancellation, acceleration or other payment shalloccur with respect to any Option if the Board reasonably determines in goodfaith, prior to the occurrence of a Change in Control, that such Option shallbe honored or assumed, or new rights substituted therefor following the Changein Control (such honored, assumed or substituted award, an “*Alternative Award*”), *provided* thatany Alternative Award must:

(a)    give theParticipant who held such Option rights and entitlements substantiallyequivalent to or better than the rights and terms applicable under such Option,including, but not limited to, an identical or better exercise and vestingschedule, identical or better timing and methods of payment and, if theAlternative Award or the securities underlying it are not publicly-traded,identical or better 

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rights following atermination of employment to require the Company or the acquiror in such Changein Control to repurchase the Alternative Award or securities underlying suchAlternative Award; and

(b)   have termssuch that if, within two years following a Change in Control, a Participant’semployment is involuntarily or constructively terminated or terminates as aresult of his or her death, Disability or retirement at or after normalretirement age, such Alternative Award shall immediately vest in full and suchParticipant shall receive a cash payment equal to the excess (if any) of thefair market value of the stock subject to the Alternative Award on the date ofsurrender over the price that such Participant would be required to pay toexercise such Alternative Award or shall have an immediate right to exercisesuch Alternative Award and receive shares that are then publicly-traded.

Section 7.3*   Limitation of Benefits.*   If,whether as a result of accelerated vesting, the grant of an Alternative Awardor otherwise, a Participant would receive any payment, deemed payment or otherbenefit as a result of the operation of Section 7.1 or Section 7.2that, together with any other payment, deemed payment or other benefit aParticipant may receive under any other plan, program, policy or arrangement,would constitute an “excess parachute payment” under section 280G of the Code,then, notwithstanding anything in this Plan to the contrary, the payments,deemed payments or other benefits such Participant would otherwise receiveunder this Section 7.1 or Section 7.2 shall be reduced to the extentnecessary to eliminate any such excess parachute payment and such Participantshall have no further rights or claims with respect thereto. If the precedingsentence would result in a reduction of the payments, deemed payments or otherbenefits a Participant would otherwise receive in more than an immaterialamount, the Company will use its commercially reasonable best efforts to seekthe approval of the Company’s shareholders in the manner provided for insection 280G(b)(5) of the Code and the regulations thereunder with respectto such reduced payments or other benefits (if the Company is eligible to doso), so that such payments would not be treated as “parachute payments” forthese purposes (and therefore would cease to be subject to reduction pursuantto this Section 7.3).

**Article VIII*Director Share Awards***

The Board may provide for the grant of Director ShareAwards to Eligible Directors (or categories or classes of Eligible Directors)on such terms as the Board shall determine from time to time, including as partof the retainer or other fees payable to an Eligible Director, or as part of anarrangement that permits the deferral of payment of such fees, on a mandatoryor elective basis, into the right to receive shares of Common Stock and distributionsthereon in the future or a cash payment measured by reference to the valuetherof.

**Article IX*Authority to Vary Terms or Establish LocalJurisdiction Plans***

The Board may vary the terms of Awards under the Plan,or establish sub-plans under this Plan to authorize the grant of awards thathave additional or different terms or features than those otherwise providedfor in the Plan, if and to the extent the Board determines necessary orappropriate to permit the grant of awards that are best suited to further thepurposes of the Plan and to comply with applicable securities laws in aparticular jurisdiction or provide terms appropriately suited for Employees insuch jurisdiction in light of the tax laws of such jurisdiction while being asconsistent as otherwise possible with the terms of Awards under the Plan; *provided* that this Article IX shall not be deemed toauthorize any increase the number of shares of Common Stock available forissuance under the Plan set forth in Section 3.1.

**Article X*Amendment, Modification, and Termination of thePlan***

The Board may terminate or suspend the Plan at anytime, and may amend or modify the Plan from time to time. No amendment,modification, termination or suspension of the Plan shall in any manner 

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adversely affect any Awardtheretofore granted under the Plan without the consent of the Participantholding such Award or the consent of a majority of Participants holding similarAwards (such majority to be determined based on the number of shares covered bysuch Awards). Shareholder approval of any such amendment, modification,termination or suspension shall be obtained to the extent mandated byapplicable law, or if otherwise deemed appropriate by the Board.

**Article XI*Definitions***

Section 11.1*   Definitions.*   Wheneverused herein, the following terms shall have the respective meanings set forthbelow:

“*Affiliate*” shallmean, with respect to any Person, any other Person directly or indirectlycontrolling, controlled by or under common control with such first Person; *provided* that a director, member of management or otherEmployee of the Company or any of its Subsidiaries shall not be deemed to be anAffiliate of the CD&R Fund. For these purposes, “control” (including theterms “controlled by” and “under common control with”) means the possession,directly or indirectly, of the power to direct or cause the direction of themanagement policies of a Person by reason of ownership of voting securities, bycontract or otherwise.

“*Alternative Award*”has the meaning given in Section 7.2.

“*Award*” shallmean an Option, or Director Share Award or an offer and sale of shares ofCommon Stock pursuant to Article IV, in each case granted pursuant to theterms of the Plan.

“*Award Agreement*”means a Subscription Agreement, an Option Agreement or any other agreementevidencing an Award.

“*Board*” meansthe Board of Directors of the Company.

“*CD&R Fund*”means The Clayton, Dubilier & Rice Private Equity Fund VI LimitedPartnership, a Cayman Islands limited partnership, and any successor investmentvehicle managed by Clayton, Dubilier & Rice, Inc., a Delawarecorporation.

“*Cause*” means,unless otherwise provided in the Award Agreement, any of the following:  (i) the Participant’s commission of acrime involving fraud, theft, false statements or other similar acts orcommission of any crime that is a felony (or a comparable classification in ajurisdiction that does not use these terms); (ii) the Participant’sengaging in any conduct that constitutes an employment disqualification underapplicable law; (iii) the Participant’s willful or grossly negligentfailure to perform his or her employment-related duties for the Company and itsSubsidiaries; (iv) the Participant’s material violation of any Companypolicy as in effect from time to time; (v) the Participant’s engaging inany act or making any statement that impairs, impugns, denigrates, disparagesor negatively reflects upon the name, reputation or business interests of theCompany or its Subsidiaries; (vi) the Participant’s material breach of anyAward Agreement, employment agreement, or noncompetition, nondisclosure ornonsolicitation agreement to which the Participant is a party or by which theParticipant is bound or (vii) the Participant’s engaging in any conductinjurious or detrimental to the Company or its any of its Subsidiaries. Thedetermination as to whether “Cause” has occurred shall be made by the Board,which shall have the authority to waive the consequences under the Plan of theexistence or occurrence of any of the events, acts or omissions constituting “Cause.”  A termination for Cause shall be deemed toinclude a determination following a Participant’s termination of employment forany reason that the circumstances existing prior to such termination for theCompany or one of its Subsidiaries to have terminated such Participantsemployment for Cause.

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“*Change in Control*”means the first to occur of the following events after the Effective Date:

(i)    theacquisition by any person, entity or “group” (as defined in Section 13(d) ofthe Securities Exchange Act of 1934, as amended) of 50% or more of the combinedvoting power of the Company’s then outstanding voting securities, other thanany such acquisition by the Company, any of its Subsidiaries, any employeebenefit plan of the Company or any of its Subsidiaries, the CD&R Fund orany of its co-investors in connection with the CD&R Fund’s investment inthe Company, or any Affiliates of the foregoing;

(ii)   themerger, consolidation or other similar transaction involving the Company, as aresult of which persons who were stockholders of the Company immediately priorto such merger, consolidation, or other similar transaction do not, immediatelythereafter, own, directly or indirectly, more than 50% of the combined votingpower entitled to vote generally in the election of directors of the merged orconsolidated company;

(iii)  within any24-month period, the persons who were directors of the Company at thebeginning of such period (the “*Incumbent Directors*”)shall cease to constitute at least a majority of the Board, *provided* that any director elected or nominated forelection, to the Board, by a majority of the Incumbent Directors then still inoffice shall be deemed to be an Incumbent Director for purposes of this clause(iii); or

(iv)  the sale,transfer or other disposition of all or substantially all of the assets of theCompany to one or more persons or entities that are not, immediately prior tosuch sale, transfer or other disposition, Affiliates of  the Company.

Notwithstanding theforegoing, a Public Offering shall not constitute a Change in Control.

“*Change in Control Price*”means the price per share of Common Stock offered in conjunction with anytransaction resulting in a Change in Control. If any part of the offered priceis payable other than in cash, the Change in Control price shall be determinedin good faith by the Board as constituted immediately prior to the Change inControl.

“*Code*” means the United States Internal Revenue Codeof 1986, as amended, and any successor thereto.

“*Common Stock*”means the Common Stock, par value $.01 per share, of the Company.

“*Company*” meansCDRV Investors, Inc., a Delaware corporation, and any successor thereto.

“*Director Share Award*”means an award pursuant to Article VIII to an Eligible Director of CommonStock, a right to receive Common Stock or a payment measured by referencethereto and distributions thereon.

“*Disability*” means,unless otherwise provided in an Award Agreement, a Participant’s long-termdisability within the meaning of the long-term disability insurance plan orprogram of the Company or Subsidiary of the Company then covering theParticipant, or in the absence of such a plan or program, as determined by theBoard. The Board’s reasoned and good faith judgment of Disability shall befinal and shall be based on such competent medical evidence as shall bepresented to it by the Participant or by any physician or group of physiciansor other competent medical expert employed by the Participant or the Company toadvise the Board.

“*Eligible Director*”means a member of the Board other than an employee or officer of the Company orany of its Subsidiaries.

“*Employee*” meansany executive, officer or other employee of the Company or any Subsidiary.

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“*Fair Market Value*”means, as of any date of determination prior to a Public Offering, the pershare fair market value on such date of a share of Common Stock as determinedin good faith by the Board. In making a determination of Fair Market Value, theBoard shall give due consideration to such factors as it deems appropriate,including, but not limited to, the earnings and other financial and operatinginformation of the Company in recent periods, the potential value of theCompany as a whole, the future prospects of the Company and the industries inwhich it competes, the history and management of the Company, the generalcondition of the securities markets, the fair market value of securities ofcompanies engaged in businesses similar to those of the Company, and any recentvaluation of the Common Stock that shall have been performed by an independentvaluation firm (although nothing herein shall obligate the Board to obtain anysuch independent valuation). Unless otherwise determined by the Board or providedin an Award Agreement, any determination of Fair Market Value as of the end ofany fiscal year shall continue to apply throughout the next succeeding fiscalyear. The determination of Fair Market Value will not give effect to anyrestrictions on transfer of the Common Stock or take into account any controlpremium, but shall be determined taking into account the fact that such shareswould represent a minority interest in the Company and are illiquid. Initially,the Fair Market Value shall be $100.00 per share, which is the price paid bythe CD&R Fund and its co-investors in connection with their initialinvestment in the Company. Following a Public Offering, “Fair Market Value”shall mean, as of any date of determination, the mid-point between the high andthe low trading prices for such date per share of Common Stock as reported onthe principal stock exchange on which the shares of Common Stock are thenlisted.

“*Grant Date*”means, with respect to any Award, the date as of which such Award is granted pursuantto the Plan.

“*Option*”means the right granted pursuant to the Plan to purchase one share of CommonStock.

“*OptionAgreement*” means an agreement between the Company and a Participantembodying the terms of any Options granted pursuant to the Plan and in the formapproved by the Board from time to time for such purpose.

“*Participant*” means anyEmployee or Eligible Director who is granted an Award.

“*Person*”means any natural person, firm, partnership, limited liability company,association, corporation, company, trust, business trust, governmentalauthority or other entity.

“*Plan*”means this CDRV Investors, Inc. Stock Incentive Plan.

“*PublicOffering*” means the first day as of which (i) sales of CommonStock are made to the public in the United States pursuant to an underwrittenpublic offering of the Common Stock led by one or more underwriters at leastone of which is an underwriter of nationally recognized standing or (ii) theBoard has determined that shares of the Common Stock otherwise have become publicly-tradedfor this purpose.

“*SpecialTermination*” has the meaning given in Section 6.1.

“*SubscriptionAgreement*” means a stock subscription agreement between the Companyand a Participant embodying the terms of any stock purchase made pursuant tothe Plan and in the form approved by the Board from time to time for suchpurpose.

“*Subsidiary*”means any corporation limited liability company or other entity, a majority ofwhose outstanding voting securities is owned, directly or indirectly, by theCompany.

Section 11.2  *Gender and Number.*  Except when otherwiseindicated by the context, words in the masculine gender used in the Plan shallinclude the feminine gender, the singular shall include the plural, and theplural shall include the singular.

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**Article XII*Miscellaneous Provisions***

Section 12.1  *Nontransferabilityof Awards*.  Except as otherwise provided herein or as theBoard may permit on such terms as it shall determine, no Awards granted underthe Plan may be sold, transferred, pledged, assigned, hedged, encumbered orotherwise alienated or hypothecated, other than by will or by the laws ofdescent and distribution. All rights with respect to Awards granted to aParticipant under the Plan shall be exercisable during the Participant’slife-time by such Participant only (or, in the event of the Participant’sDisability, such Participant’s legal representative). Following a Participant’sdeath, all rights with respect to Awards that were outstanding at the time ofsuch Participant’s death and have not terminated shall be exercised by hisdesignated beneficiary or by his estate in the absence of a designatedbeneficiary.

Section 12.2  *TaxWithholding*.  The Company or the Subsidiary employing aParticipant shall have the power to withhold, or to require such Participant toremit to the Company or such Subsidiary, an amount sufficient to satisfy allU.S. federal, state, local and any non-U.S. withholding tax or othergovernmental tax, charge or fee requirements in respect of any Award grantedunder the Plan.

Section 12.3  *BeneficiaryDesignation*.  Pursuant to such rules and proceduresas the Board may from time to time establish, a Participant may namebeneficiary or beneficiaries (who may be named contingently or successively) bywhom any right under the Plan is to be exercised in case of such Participant’sdeath. Each designation will revoke all prior designations by the sameParticipant, shall be in a form reasonably prescribed by the Board, and will beeffective only when filed by the Participant in writing with the Board duringhis lifetime.

Section 12.4  *Delivery ofFinancial Statements to Participants*.  Each year theCompany will provide the Company’s annual financial statements to theParticipants.

Section 12.5  *Limitationon Number of Outstanding Options*.  At no time shall thetotal number of shares of Common Stock issuable upon exercise of alloutstanding Options and the total number of shares of Common Stock provided forunder any bonus or similar plan or agreement of the Company exceed 30%. ascalculated in accordance with the conditions and exclusions of California Codeof Regulations, Title 10, Ch. 3, Section 260.140.45, of the securitiesoutstanding at the time the calculation is made.

Section 12.6  *No Guaranteeof Employment or Participation*.  Nothing in the Plan or inany agreement granted hereunder shall interfere with or limit in any way theright of the Company or any Subsidiary to terminate any Participant’semployment or retention at any time, or confer upon any Participant any rightto continue in the employ or retention of the Company or any Subsidiary. NoEmployee or Eligible Director shall have a right to be selected as aParticipant or, having been so selected, to receive any Awards.

Section 12.7  *NoLimitation on Compensation; No Impact on Benefits*.  Nothingin the Plan shall be construed to limit the right of the Company or anySubsidiary to establish other plans or to pay compensation to its Employees orEligible Directors, in cash or property, in a manner that is not expresslyauthorized under the Plan. Except as may otherwise be specifically andunequivocally stated under any employee benefit plan, policy or program, noamount payable in respect of any Award shall be treated as compensation forpurposes of calculating a Participant’s rights under any such plan, policy orprogram. The selection of an Employee as a Participant shall neither entitlesuch Employee to, nor disqualify such Employee from, participation in any otheraward or incentive plan.

Section 12.8  *Requirementsof Law*.  The granting of Awards and the issuance of sharesof Common Stock pursuant to the Plan shall be subject to all applicable laws, rules andregulations, and to such approvals by any governmental agencies or nationalsecurities exchanges as may be required. No Awards shall be granted under thePlan, and no shares of Common Stock shall be issued under the Plan, if such 

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grant or issuance wouldresult in a violation of applicable law, including U.S. federal securities lawsand any applicable state or non-U.S. securities laws.

Section 12.9  *Freedom ofAction*.  Nothing in the Plan or any Award Agreementevidencing an Award shall be construed as limiting or preventing the Company orany Subsidiary from taking any action that it deems appropriate or in its bestinterest (as determined in its sole and absolute discretion) and no Participant(or person claiming by or through a Participant) shall have any right relatingto the diminishment in the value of any Award as a result of any such action.

Section 12.10  *UnfundedPlan; Plan Not Subject to ERISA*.  The plan is an unfundedplan and Participants shall have the status of unsecured creditors of theCompany. The Plan is not intended to be subject to the Employee RetirementIncome and Security Act of 1974, as amended.

Section 12.11  *Term of Plan*.  ThePlan shall be effective as of the date specified by the Board and shallcontinue in effect, unless sooner terminated pursuant to Article X, untilthe tenth anniversary of such date, the provisions of the Plan shall continuethereafter to govern all outstanding Awards.

Section 12.12  *No VotingRights*.  Except as otherwise required by law, noParticipant holding any Awards granted under the Plan shall have any right inrespect of such Awards to vote on any matter submitted to the Company’sstockholders until such time as the shares of Common Stock underlying suchAwards have been issued.

Section 12.13  *Governing Law*.  The Plan, and all agreementshereunder, shall be governed by and construed in accordance with the law of theState of New York regardless of the application of rules of conflict oflaw that would apply the laws of any other jurisdiction, except to the extentthat the corporate law of the State of Delaware specifically and mandatorilyapplies.

Effective Date: May 27, 2004

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