**Exhibit 10.1**

**CDRVINVESTORS, INC. STOCK INCENTIVE PLANAmended and Restated as of September 20, 2006**

# ArticleIPurpose

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

# Article IIPowers of the Board

## Section 2.1             Powerto Grant Awards.  The Board shallselect Employees to participate in the Plan. The Board shall also determine from time to time whether, and the termsunder which, Eligible Directors (or classes or categories of EligibleDirectors) may receive Director Share Awards. The Board shall determine the terms of each Award, consistent with thePlan.

## Section 2.2             Administration.  The Board shall be responsible for theadministration of the Plan.  The Boardmay prescribe, 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.  Anyauthority exercised by the Board under the Plan shall be exercised by the Boardin 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             Delegationby the Board.  All of the powers,duties and responsibilities of the Board specified in this Plan may beexercised and performed by any duly constituted committee thereof to the extentauthorized 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.

# ArticleIIIShares Subject to Plan

## Section 3.1             Number.  Themaximum number of shares of Common Stock that may be issued under the Plan orbe subject to Awards may not exceed 1,417,320 shares, provided that immediately following the initialoffering and grant of Awards hereunder such number shall automatically bereduced by (x) the number of shares of Common Stock covered by Awardsoffered but not granted under the Plan in the initial offering 

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## and grant of Awards hereunder minus (y) 50,000shares.  The shares of Common Stock to bedelivered under the Plan may consist, in whole or in part, of treasury CommonStock or authorized but unissued Common Stock that is not reserved for anyother purpose.

## Section 3.2             Canceled,Terminated or Forfeited Awards.  Ifany Award or portion thereof is for any reason forfeited, canceled or otherwiseterminated without exercise, the shares of Common Stock subject to such Awardor portion thereof shall again be available for grant under the Plan.

## Section 3.3             Adjustmentin Capitalization.  The number ofshares of Common Stock available for issuance under the Plan and the number,class, exercise price or other terms of any outstanding Award shall be adjustedby the Board if and to the extent necessary or appropriate to reflect anyCommon Stock dividend, extraordinary dividend, stock split or share combinationor any recapitalization, merger, consolidation, spin-off, exchange of shares,liquidation or dissolution of the Company or other similar transactionaffecting the Common Stock.  Suchadjustments to outstanding Awards are to be effected in a manner intended toavoid the enlargement or dilution of rights and benefits under such Awards.

# ArticleIVStock Purchase

## Section 4.1             Awardsand Administration.  The Board mayoffer and sell shares of Common Stock to Participants at such time or times asit shall determine, the terms of which shall be set forth in a SubscriptionAgreement.

## Section 4.2             MinimumPurchase Price.  Unless otherwisedetermined by the Board, the purchase price for any shares of Common Stock tobe offered and sold pursuant to this Article IV shall not be less than the FairMarket Value on the Grant Date.

## Section 4.3             Payment.  Unless otherwise determined by the Board, thepurchase price with respect to shares of Common Stock offered and sold pursuantto this Article IV shall be paid in cash or other readily available fundssimultaneously with the closing of the purchase 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 such termsas the Board shall determine.

# ArticleVTerms of Options

## Section 5.1             Grantof Options.  The Board may grantOptions to Participants at such time or times as it shall determine.  Options granted pursuant to the Plan will notbe “incentive stock options” as defined in the Code unless otherwise determinedby the Board.  Each Option granted to aParticipant shall be evidenced by an Option Agreement that shall specify thenumber of shares of Common Stock that may be purchased pursuant to such Option,the exercise price at which a share of Common Stock may be purchased 

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## pursuant to such Option, the duration of such Option (not to exceed thetenth anniversary of the Grant Date), and such other terms as the Board shalldetermine.

## Section 5.2             ExercisePrice.  The exercise price per shareof Common Stock to be purchased upon exercise of an Option shall not be lessthan the Fair Market Value on the Grant Date.

## Section 5.3             Vestingand 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 or before on the Grant Date,one-fifth of the Options shall vest and become exercisable on each of thefirst, second, third, fourth and fifth anniversaries of the Grant Date.  The Board may accelerate the vesting orexercisability of any Option, all Options or any class of Options at any timeand from time to time.

## Section 5.4             Payment.  The Board shall establish proceduresgoverning the exercise of Options, which procedures shall generally requirethat prior written notice of exercise be given and that the exercise price(together with any required withholding taxes or other similar taxes, chargesor fees) be paid in full in cash, cash equivalents or other readily-availablefunds at the time of exercise. Notwithstanding the foregoing, on such terms as may be the Board mayestablish from time to time following a Public Offering (i) the Boardmay permit a Participant to tender shares of Common Stock such Participant hasowned for all or a portion of the applicable exercise price or minimum requiredwithholding taxes and (ii) the Board may authorize the Company toestablish a broker-assisted exercise program. In connection with any Option exercise, the Company may require theParticipant to furnish or execute such other documents as it shall reasonablydeem necessary to (a) evidence such exercise, (b) determinewhether registration is then required under the U.S. federal securities laws orsimilar non-U.S. laws or (c) comply with or satisfy the requirements ofthe U.S. federal securities laws, applicable state or non-U.S. securities lawsor any other law.  As a condition to theexercise of any Option before a Public Offering, a Participant shall enter intoa Subscription Agreement.

# ArticleVITermination of Employment

## Section 6.1             Expirationof Options Following Termination of Employment.  Unless otherwise determined by the Boardbefore or after the Grant Date, if a Participant’s employment with the Companyand its Subsidiaries terminates, such Participant’s Options shall be treated asfollows:

### (a)           if such employmentterminates by reason of the Participant’s death or Disability (each, a “SpecialTermination”), any Options held by the Participant shall immediately vest infull;

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

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### (c)           except in the caseof a termination for Cause, vested Options (including any options that vestpursuant to Section 6.1(a) above) shall remain exercisable through the earliestof (i) the normal expiration date, (ii) 60 days after theParticipant’s termination of employment (180 days in the case of a SpecialTermination or a retirement at normal retirement age or later) and (iii)any cancellation pursuant to Section 7.1; and

### (d)           in the case of atermination for Cause, any and all Options held by such Participant (whether ornot then vested or exercisable) shall terminate immediately upon such terminationof employment.

## Section 6.2               Certain Rights upon Termination ofEmployment Prior to a Public Offering. Each Subscription Agreement and Option Agreement shall provide that theCompany and the CD&R Fund shall have successive rights prior to a PublicOffering to purchase all or any portion of a Participant’s shares of CommonStock and vested Options upon any termination of employment, at a purchaseprice per share equal to the Fair Market as of the effective date of suchtermination of employment (or, if the Participant’s employment qualifies as atermination for Cause, for a purchase price per share equal to the lesser of (i)such Fair Market Value and (ii) such Participant’s per share purchaseprice), minus any applicable exercise price.  The Board may provide in a SubscriptionAgreement that following a Participant’s Special Termination, retirement at orafter normal 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.

# ArticleVIIChange in Control

## Section 7.1               Accelerated Vesting and Payment.  Except as otherwise provided in this ArticleVII, and unless otherwise provided in the Award Agreement, upon a Change inControl each Option, whether vested or unvested, shall be canceled in exchangefor a payment in an amount equal to the excess, if any, of the Change inControl Price over the exercise price for such Option.

## Section 7.2               Alternative Options.  No cancellation, acceleration or otherpayment shall occur with respect to any Option if the Board reasonablydetermines in good faith, prior to the occurrence of a Change in Control, thatsuch Option shall be honored or assumed, or new rights substituted thereforfollowing the Change in Control (such honored, assumed or substituted award, an“Alternative Award”), provided that any Alternative Award must:

### (a)           give the Participantwho held such Option rights and entitlements substantially equivalent to orbetter than the rights and terms applicable under such Option, including, butnot limited to, an identical or better exercise and 

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### 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 rights following a termination of employment to require theCompany or the acquiror in such Change in Control to repurchase the AlternativeAward or securities underlying such Alternative Award; and

### (b)           have terms such thatif, within two years following a Change in Control, a Participant’s employmentis involuntarily or constructively terminated or terminates as a result of hisor her death, Disability or retirement at or after normal retirement age, suchAlternative Award shall immediately vest in full and such Participant (i)in the case of an involuntary or constructive termination, shall receive a cashpayment equal to the excess (if any) of the fair market value of the stocksubject to the Alternative Award on the date of surrender over the price thatsuch Participant would be required to pay to exercise such Alternative Awardand (ii) in the case of death, Disability or retirement at or afternormal retirement age, shall have the same put rights with respect to his orher shares underlying the Alternative Awards as in effect at the time of theChange in Control or (iii) shall have an immediate right to exercisesuch Alternative Award and receive shares that are then publicly-traded.

## Section 7.3             Limitationof Benefits.  If, whether as a resultof accelerated vesting, the grant of an Alternative Award or otherwise, aParticipant would receive any payment, deemed payment or other benefit as aresult of the operation of Section 7.1 or Section 7.2 that, together with anyother payment, deemed payment or other benefit a Participant may receive underany other plan, program, policy or arrangement, would constitute an “excessparachute payment” under section 280G of the Code, then, notwithstandinganything in this Plan to the contrary, the payments, deemed payments or otherbenefits such Participant would otherwise receive under this Section 7.1 orSection 7.2 shall be reduced to the extent necessary to eliminate any suchexcess parachute payment and such Participant shall have no further rights orclaims with respect thereto.  If thepreceding sentence would result in a reduction of the payments, deemed paymentsor other benefits a Participant would otherwise receive in more than animmaterial amount, the Company will use its commercially reasonable bestefforts to seek the approval of the Company’s shareholders in the mannerprovided for in section 280G(b)(5) of the Code and the regulations thereunderwith respect to such reduced payments or other benefits (if the Company iseligible to do so), so that such payments would not be treated as “parachutepayments” for these purposes (and therefore would cease to be subject toreduction pursuant to this Section 7.3).

# ArticleVIIIDirector 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 

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Stock and distributions thereon in the future or acash payment measured by reference to the value therof.

# ArticleIXAuthority to Vary Terms or Establish Local Jurisdiction 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; providedthat this Article IX shall not be deemed to authorize any increase the numberof shares of Common Stock available for issuance under the Plan set forth inSection 3.1.

# ArticleXAmendment, Modification, and Termination of the Plan

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 orsuspension of the Plan shall in any manner 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 ofany such amendment, modification, termination or suspension shall be obtainedto the extent mandated by applicable law, or if otherwise deemed appropriate bythe Board.

# ArticleXIDefinitions

## Section 11.1             Definitions.  Whenever used herein, the following termsshall have the respective meanings set forth below:

“Affiliate” shall mean, with respect to anyPerson, any other Person directly or indirectly controlling, controlled by orunder common control with such first Person; provided that a director,member of management or other Employee of the Company or any of itsSubsidiaries shall not be deemed to be an Affiliate 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 inSection 7.2.

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“Award” shall mean an Option, or Director ShareAward or an offer and sale of shares of Common Stock pursuant to Article IV, ineach case granted pursuant to the terms of the Plan.

“Award Agreement” means a Subscription Agreement,an Option Agreement or any other agreement evidencing an Award.

“Board” means the Board of Directors of theCompany.

“CD&R Fund” means The Clayton, Dubilier& Rice Private Equity Fund VI Limited Partnership, a Cayman Islands limitedpartnership, and any successor investment vehicle managed by Clayton, Dubilier& Rice, Inc., a Delaware corporation.

“Cause” means, unless otherwise provided in the Award Agreement,any of the following:  (i) theParticipant’s commission of a crime involving fraud, theft, false statements orother similar acts or commission of any crime that is a felony (or a comparableclassification in a jurisdiction that does not use these terms); (ii)the Participant’s engaging in any conduct that constitutes an employmentdisqualification under applicable law; (iii) the Participant’s willfulor grossly negligent failure to perform his or her employment-related dutiesfor the Company and its Subsidiaries; (iv) the Participant’s materialviolation of any Company policy as in effect from time to time; (v) theParticipant’s engaging in any act or making any statement that impairs,impugns, denigrates, disparages or negatively reflects upon the name,reputation or business interests of the Company or its Subsidiaries; (vi)the Participant’s material breach of any Award Agreement, employment agreement,or noncompetition, nondisclosure or nonsolicitation agreement to which theParticipant is a party or by which the Participant is bound or (vii) theParticipant’s engaging in any conduct injurious or detrimental to the Companyor its any of its Subsidiaries. The determination as to whether “Cause” hasoccurred shall be made by the Board, which shall have the authority to waivethe consequences under the Plan of the existence or occurrence of any of theevents, acts or omissions constituting “Cause.” A termination for Cause shall be deemed to include a determinationfollowing a Participant’s termination of employment for any reason that thecircumstances existing prior to such termination for the Company or one of itsSubsidiaries to have terminated such Participants employment for Cause.

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

                (i)  the acquisition by any person, entity or “group”(as defined in Section 13(d) of the Securities Exchange Act of 1934, asamended) of 50% or more of the combined voting power of the Company’s thenoutstanding voting securities, other than any such acquisition by the Company,any of its Subsidiaries, any employee benefit plan of the Company or any of itsSubsidiaries, the CD&R Fund or any of its co-

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investors in connection with the CD&R Fund’sinvestment in the Company, or any Affiliates of the foregoing;

(ii)  the merger, consolidation or other similartransaction involving the Company, as a result of which persons who werestockholders of the Company immediately prior to such merger, consolidation, orother similar transaction do not, immediately thereafter, own, directly orindirectly, more than 50% of the combined voting power entitled to votegenerally in the election of directors of the merged or consolidated company;

(iii)  within any 24-month period, the persons whowere directors of the Company at the beginning of such period (the “IncumbentDirectors”) shall cease to constitute at least a majority of the Board, providedthat any director elected or nominated for election, to the Board, by amajority of the Incumbent Directors then still in office shall be deemed to bean Incumbent Director for purposes of this clause (iii); or

(iv)  the sale, transfer or other disposition ofall or substantially all of the assets of the Company to one or more persons orentities that are not, immediately prior to such sale, transfer or otherdisposition, Affiliates of  the Company.

Notwithstanding the foregoing, a Public Offering shallnot constitute a Change in Control.

“Change in Control Price” means the price pershare of Common Stock offered in conjunction with any transaction resulting ina Change in Control.  If any part of theoffered price is payable other than in cash, the Change in Control price shallbe determined in good faith by the Board as constituted immediately prior tothe Change in Control.

“Code” means the United States Internal RevenueCode of 1986, as amended, and any successor thereto.

“Common Stock” means the Common Stock, parvalue $.01 per share, of the Company.

“Company” means CDRV Investors, Inc., aDelaware corporation, and any successor thereto.

“Director Share Award” means an award pursuantto Article VIII to an Eligible Director of Common Stock, a right to receiveCommon Stock or a payment measured by reference thereto and distributionsthereon.

“Disability” means, unless otherwise providedin an Award Agreement, a Participant’s long-term disability within the meaningof the long-term disability 

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insurance plan or programof the Company or Subsidiary of the Company then covering the Participant, orin the absence of such a plan or program, as determined by the Board.  The Board’s reasoned and good faith judgmentof Disability shall be final and shall be based on such competent medicalevidence as shall be presented to it by the Participant or by any physician orgroup of physicians or other competent medical expert employed by theParticipant or the Company to advise the Board.

“Eligible Director” means a member of the Boardother than an employee or officer of the Company or any of its Subsidiaries.

“Employee” means any executive, officer orother employee of the Company or any Subsidiary.

“Fair Market Value” means, as of any date ofdetermination prior to a Public Offering, the per share fair market value onsuch date of a share of Common Stock as determined in good faith by theBoard.  In making a determination of FairMarket Value, the Board shall give due consideration to such factors as itdeems appropriate, including, but not limited to, the earnings and otherfinancial and operating information of the Company in recent periods, thepotential value of the Company as a whole, the future prospects of the Companyand the industries in which it competes, the history and management of theCompany, the general condition of the securities markets, the fair market valueof securities of companies engaged in businesses similar to those of theCompany, and any recent valuation of the Common Stock that shall have beenperformed by an independent valuation firm (although nothing herein shallobligate the Board to obtain any such independent valuation).  Unless otherwise determined by the Board orprovided in an Award Agreement, any determination of Fair Market Value as ofthe end of any fiscal year shall continue to apply throughout the nextsucceeding fiscal year.  Thedetermination of Fair Market Value will not give effect to any restrictions ontransfer of the Common Stock or take into account any control premium, butshall be determined taking into account the fact that such shares wouldrepresent 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 by the CD&R Fund and itsco-investors in connection with their initial investment in the Company.  Following a Public Offering, “Fair MarketValue” shall mean, as of any date of determination, the mid-point between thehigh and the low trading prices for such date per share of Common Stock asreported on the principal stock exchange on which the shares of Common Stockare then listed.

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

“Option” means the right granted pursuant tothe Plan to purchase one share of Common Stock.

“Option Agreement” means an agreement betweenthe Company and a Participant embodying the terms of any Options grantedpursuant to the Plan and in the form approved by the Board from time to timefor such purpose.

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“Participant” means any Employee or Eligible Director who is grantedan Award.

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

“Plan” means this CDRV Investors, Inc. StockIncentive Plan.

“Public Offering” means the first day as ofwhich (i) sales of Common Stock are made to the public in the UnitedStates pursuant to an underwritten public offering of the Common Stock led byone or more underwriters at least one of which is an underwriter of nationallyrecognized standing or (ii) the Board has determined that shares of theCommon Stock otherwise have become publicly-traded for this purpose.

“Special Termination” has the meaning given inSection 6.1.

“Subscription Agreement” means a stocksubscription agreement between the Company and a Participant embodying theterms of any stock purchase made pursuant to the Plan and in the form approvedby the Board from time to time for such purpose.

“Subsidiary” means any corporation limitedliability company or other entity, a majority of whose outstanding votingsecurities is owned, directly or indirectly, by the Company.

## Section 11.2             Gender and Number.  Except when otherwise indicated by thecontext, words in the masculine gender used in the Plan shall include thefeminine gender, the singular shall include the plural, and the plural shallinclude the singular.

# ArticleXIIMiscellaneous Provisions

## Section 12.1             Nontransferability of 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 rightswith respect to Awards granted to a Participant under the Plan shall beexercisable during the Participant’s life-time by such Participant only (or, inthe event of the Participant’s Disability, such Participant’s legalrepresentative).  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 theSubsidiary employing a Participant shall have the power to withhold, or torequire such Participant to remit to the Company or such Subsidiary, an amountsufficient to satisfy all U.S. federal, state, local 

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## and any non-U.S. withholding tax or other governmental tax, charge orfee requirements in respect of any Award granted under the Plan.

## Section 12.3           BeneficiaryDesignation.  Pursuant to such rulesand procedures as the Board may from time to time establish, a Participant mayname beneficiary or beneficiaries (who may be named contingently orsuccessively) by whom any right under the Plan is to be exercised in case ofsuch Participant’s death.  Eachdesignation will revoke all prior designations by the same Participant, shallbe in a form reasonably prescribed by the Board, and will be effective onlywhen filed by the Participant in writing with the Board during his lifetime.

## Section 12.4             Delivery of Financial Statements toParticipants.  Each year the Companywill provide the Company’s annual financial statements to the Participants.

## Section 12.5           Limitationon Number of Outstanding Options.  Atno time shall the total number of shares of Common Stock issuable upon exerciseof all outstanding Options and the total number of shares of Common Stockprovided for under any bonus or similar plan or agreement of the Company exceed30%. as calculated in accordance with the conditions and exclusions ofCalifornia Code of Regulations, Title 10, Ch. 3, Section 260.140.45, of thesecurities outstanding at the time the calculation is made.

## Section 12.6             No Guarantee of Employment orParticipation.  Nothing in the Planor in any agreement granted hereunder shall interfere with or limit in any waythe right 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.  No Employee or Eligible Director shall have aright to be selected as a Participant or, having been so selected, to receiveany Awards.

## Section 12.7           NoLimitation on Compensation; No Impact on Benefits.  Nothing in the Plan shall be construed tolimit the right of the Company or any Subsidiary to establish other plans or topay compensation to its Employees or Eligible Directors, in cash or property,in a manner that is not expressly authorized 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 for purposesof calculating a Participant’s rights under any such plan, policy orprogram.  The selection of an Employee asa Participant shall neither entitle such Employee to, nor disqualify suchEmployee from, participation in any other award or incentive plan.

## Section 12.8             Requirements of Law.  The granting of Awards and the issuance ofshares of Common Stock pursuant to the Plan shall be subject to all applicablelaws, rules and regulations, and to such approvals by any governmental agenciesor national securities exchanges as may be required.  No Awards shall be granted under the Plan,and no shares of Common Stock shall be issued under the Plan, if such grant orissuance would result in a violation of applicable law, including U.S. federalsecurities laws and any applicable state or non-U.S. securities laws.

## Section 12.9             Freedom of Action.  Nothing in the Plan or any Award Agreementevidencing an Award shall be construed as limiting or preventing the Company orany 

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## Subsidiary from taking any action that it deems appropriate or in itsbest interest (as determined in its sole and absolute discretion) and noParticipant (or person claiming by or through a Participant) shall have anyright relating to the diminishment in the value of any Award as a result of anysuch action.

## Section 12.10        Unfunded Plan; Plan Not Subject to ERISA.  The plan is an unfunded plan and Participantsshall have the status of unsecured creditors of the Company.  The Plan is not intended to be subject to theEmployee Retirement Income and Security Act of 1974, as amended.

## Section 12.11           Term of Plan.  The Plan shall be effective as of the datespecified by the Board and shall continue in effect, unless sooner terminatedpursuant to Article X, until the tenth anniversary of such date, the provisionsof the Plan shall continue thereafter to govern all outstanding Awards.

## Section 12.12           No Voting Rights.  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 agreements hereunder, shallbe governed by and construed in accordance with the law of the State of NewYork regardless of the application of rules of conflict of law that would applythe laws of any other jurisdiction, except to the extent that the corporate lawof the State of Delaware specifically and mandatorily applies.

Effective Date as Originally Adopted: May 27, 2004

Effective Date as Amendedand Restated:  September 20, 2006

 

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