f8k012910ex10i_atlgreen.htm


     

    Exhibit 10.1

    
      ATLANTIC
GREEN POWER HOLDING COMPANY

      EQUITY
INCENTIVE PLAN

       

      
        	
                1.  

              	
                PURPOSE.

              


      

       

      The
purpose of this Atlantic Green Power Holding Company Equity Incentive Plan (the
“Plan”) is to advance the interests of Stadium Entertainment Holding Corp. (the
“Company”) and its subsidiaries by enhancing the ability of the Company to (i)
attract and retain employees and other persons or entities who are in a position
to make significant contributions to the success of the Company and its
subsidiaries; (ii) reward such persons for such contributions; and (iii)
encourage such persons or entities to take into account the long-term interest
of the Company through ownership of shares of the Company’s common stock, par
value $.000001 per share (the “Common Stock”).

       

      The Plan
is intended to accomplish these objectives by enabling the Company to grant
awards (“Awards”) in the form of incentive stock options (“ISOs”), nonqualified
stock options (“Nonqualified Options”) (ISOs and Nonqualified Options shall be
collectively referred to herein as “Options”), stock appreciation rights
(“SARs”), restricted stock (“Restricted Stock”), deferred stock (“Deferred
Stock”), or other stock based awards (“Other Stock Based Awards”), all as more
fully described below.

       

      
        	
                2.  

              	
                ADMINISTRATION.

              


      

       

      
        	
                (a)  

              	
                The
      Plan will be administered by the Board of Directors of the Company (the
      “Board”) or, upon its delegation, by the Compensation Committee (the
      “Committee”) of the Board of Directors (such party administering the Plan
      to be referred to herein as the “Administrator”).  The
      Administrator may be constituted to permit the Plan to comply with the
      “outside director” requirement of Section 162(m)(4)(c)(i) of the Internal
      Revenue Code of 1986, as amended (the “Code”), and the regulations
      promulgated thereunder, or any successor rules.  The
      Administrator will determine the recipients of Awards, the times at which
      Awards will be made, the size and type or types of Awards to be made to
      each recipient, and will set forth in each such Award the terms,
      conditions and limitations applicable to the Award
      granted.  Awards may be made singly, in combination or in
      tandem.  The Administrator will have full and exclusive power to
      interpret the Plan, to adopt rules, regulations and guidelines relating to
      the Plan, to grant waivers of Plan restrictions and to make all of the
      determinations necessary for its administration.  Such
      determinations and actions of the Administrator, and all other
      determinations and actions of the Administrator made or taken under
      authority granted by any provision of the Plan, will be conclusive and
      binding on all parties.  Except to the extent otherwise required
      under Code Section 409A, related regulations, or other guidance, the
      Administrator shall have the authority, in its sole discretion, to
      accelerate the date that any Award which was not otherwise exercisable,
      vested or earned shall become exercisable, vested or earned in whole or in
      part without any obligation to accelerate such date with respect to any
      other Award granted to any recipient. In addition, the Administrator shall
      have the authority and discretion to establish terms and conditions of
      Awards as the Administrator determines to be necessary or appropriate to
      conform to the applicable requirements or practices of jurisdictions
      outside of the United States. In addition to action by meeting in
      accordance with applicable laws, any action of the Administrator with
      respect to the Plan may be taken by a written instrument signed by all of
      the members of the Administrator, and any such action so taken by written
      consent shall be as fully effective as if it had been taken by a majority
      of the members at a meeting duly held and
  called.

              


      

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

       

      
        	
                3.  

              	
                EFFECTIVE DATE AND
      TERM OF PLAN.

              


      

       

      The Plan
will become effective on February 3, 2010.

       

      The Plan
will terminate on February 2, 2020, subject to earlier termination of the Plan
by the Board pursuant to Section 18 herein.  No Award may be granted
under the Plan after the termination date of the Plan, but Awards previously
granted may extend beyond that date pursuant to the terms of such
Awards.

       

      
        	
                4.  

              	
                SHARES SUBJECT TO THE
      PLAN.

              


      

       

      Subject
to adjustment as provided in Section 16 herein, the aggregate number of shares
of Common Stock reserved for issuance pursuant to Awards granted under the Plan
shall be ten million (10,000,000) shares; provided, however, that
within sixty (60) days of the end of each fiscal year following the adoption of
the Plan, the Board, in its discretion, may increase the aggregate number of
shares of Common Stock available for issuance under the Plan by an amount not
greater than the difference between (i) the number of shares of Common Stock
available for issuance under the Plan on the last day of the immediately
preceding fiscal year, and (ii) the number of shares of Common Stock equal to
15% of the shares of Common Stock outstanding on the last day of the immediately
preceding fiscal year.

       

      The
shares of Common Stock delivered under the Plan may be either authorized but
unissued shares of Common Stock or shares of the Company’s Common Stock held by
the Company as treasury shares, including shares of Common Stock acquired by the
Company in open market and private transactions.  No fractional shares
of Common Stock will be delivered pursuant to Awards granted under the Plan and
the Administrator shall determine the manner in which fractional share value
will be treated.

       

      If any
Award requiring exercise by a Participant for delivery of shares of Common Stock
is cancelled or terminates without having been exercised in full, or if any
Award payable in shares of Common Stock or cash is satisfied in cash rather than
Common Stock, the number of shares of Common Stock as to which such Award was
not exercised or for which cash was substituted will be available for future
Awards of Common Stock; provided, however, that
Common Stock subject to an Option cancelled upon the exercise of a SAR shall not
again be available for Awards under the Plan unless, and to the extent that, the
SAR is settled in cash.  Shares of Restricted Stock and Deferred Stock
forfeited to the Company in accordance with the Plan and the terms of the
particular Award shall be available again for Awards under the Plan unless the
Administrator determines otherwise.

       

       

      
        
           

        

        
          2

          
            

          

        

        
           

        

      

       

      
        	
                5.  

              	
                ELIGIBILITY AND
      PARTICIPATION.

              


      

       

      Those
eligible to receive Awards under the Plan (each, a “Participant” and
collectively, the “Participants”) will be persons in the employ of the Company
or any of its subsidiaries designated by the Administrator (“Employees”) and
other persons or entities who, in the opinion of the Administrator, are in a
position to make a significant contribution to the success of the Company or its
subsidiaries, including, without limitation, consultants and agents of the
Company or any subsidiary.  A “subsidiary” for purposes of the Plan
will be a present or future corporation or other entity of which the Company
owns or controls, or will own or control, more than 50% of the total combined
voting power of all classes of stock or other equity interests.

       

      
        	
                6.  

              	
                OPTIONS.

              


      

       

      
        	
                (a)  

              	
                Nature of
      Options.  An Option is an Award entitling the Participant
      to purchase a specified number of shares of Common Stock at a specified
      exercise price.  Both ISOs, as defined in Section 422 of the
      Code, and Nonqualified Options may be granted under the Plan; provided, however, that
      ISOs may be awarded only to
Employees.

              


      

       

      
        	
                (b)  

              	
                Exercise
      Price.  The exercise price of each Option shall be equal
      to the “Fair Market Value” (as defined below) of the Common Stock on the
      date the Award is granted to the Participant; provided, however, that
      (i) in the Administrator’s discretion, the exercise price of a
      Nonqualified Option may be less than the Fair Market Value of the Common
      Stock on the date of grant; (ii) with respect to a Participant who owns
      more than ten percent (10%) of the total combined voting power of all
      classes of stock of the Company, the option price of an ISO granted to
      such Participant shall not be less than one hundred and ten percent (110%)
      of the Fair Market Value of the Common Stock on the date the Award is
      granted; and (iii) with respect to any Option repriced by the
      Administrator, the exercise price shall be equal to the Fair Market Value
      of the Common Stock on the date such Option is repriced unless otherwise
      determined by the Administrator.  For purposes of this Plan,
      Fair Market Value shall mean the closing price of the Common Stock as
      reported on the principal securities exchange on which the Common Stock is
      listed, or if not so listed, the last sale price (or the average of the
      high asked and low bid prices of the Common Stock if sales price
      information is not reported) of the Common Stock as reported by the Nasdaq
      Stock Market or, if not reported on the Nasdaq Stock Market, by the NASD
      OTC Bulletin Board, “Pink Sheets” or similar quotation
      service.  If the Common Stock is not publicly traded, Fair
      Market Value shall be determined in good faith by the
    Board.

              


      

       

       

      
        
           

        

        
          3

          
            

          

        

        
           

        

      

       

      
        	
                (c)  

              	
                Duration of
      Options.  The term of each Option granted to a
      Participant pursuant to an Award shall be determined by the Administrator;
      provided, however, that in no case shall an Option be exercisable more
      than ten (10) years (five (5) years in the case of an ISO granted to a ten
      percent (10%) stockholder as defined in (b) above) from the date of the
      Award.

              


      

       

      
        	
                (d)  

              	
                Exercise of Options
      and Conditions.  Except as otherwise provided in Sections
      18 and 19 herein, and except as otherwise provided below with respect to
      ISOs, Options granted pursuant to an Award will become exercisable at such
      time or times, and subject to such conditions, as the Administrator may
      specify at the time of the Award.  The Options may be subject to
      such restrictions, conditions and forfeiture provisions as the
      Administrator may determine, including, but not limited to, restrictions
      on transfer, continuous service with the Company or any of its
      subsidiaries, achievement of business objectives, and individual, division
      and Company performance.  To the extent exercisable, an Option
      may be exercised either in whole at any time or in part from time to
      time.  With respect to an ISO granted to a Participant, the Fair
      Market Value of the shares of Common Stock on the date of grant which are
      exercisable for the first time by a Participant during any calendar year
      shall not exceed $100,000.

              


      

       

      
        	
                (e)  

              	
                Payment for and
      Delivery of Stock. Full payment for shares of Common Stock
      purchased will be made at the time of the exercise of the Option, in whole
      or in part.  Payment of the purchase price will be made in cash
      or in such other form as the Administrator may permit, including, without
      limitation, delivery of shares of Common
Stock.

              


      

       

      
        	
                7.  

              	
                STOCK APPRECIATION
      RIGHTS.

              


      

       

      
        	
                (a)  

              	
                Nature of Stock
      Appreciation Rights.  A SAR is an Award entitling the
      recipient to receive payment, in cash and/or shares of Common Stock,
      determined in whole or in part by reference to appreciation in the value
      of a share of Common Stock.  A SAR entitles the recipient to
      receive in cash and/or shares of Common Stock, with respect to each SAR
      exercised, the excess of the Fair Market Value of a share of Common Stock
      on the date of exercise over the Fair Market Value of a share of Common
      Stock on the date the SAR was
granted.

              


      

       

      
        	
                (b)  

              	
                Grant of
      SARs.  SARs may be subject to Awards in tandem with, or
      independently of, Options granted under the Plan.  A SAR granted
      in tandem with an Option which is not an ISO may be granted either at or
      after the time the Option is granted.  A SAR granted in tandem
      with an ISO may be granted only at the time the ISO is granted and may
      expire no later than the expiration of the underlying
  ISO.

              


      

       

       

      
        
           

        

        
          4

          
            

          

        

        
           

        

      

       

      
        	
                (c)  

              	
                Exercise of
      SARs.  A SAR not granted in tandem with an Option will
      become exercisable at such time or times, and on such conditions, as the
      Administrator may specify.  A SAR granted in tandem with an
      Option will be exercisable only at such times, and to the extent, that the
      related Option is exercisable.  A SAR granted in tandem with an
      ISO may be exercised only when the market price of the shares of Common
      Stock subject to the ISO exceeds the exercise price of the ISO, and the
      SAR may be for no more than one hundred percent (100%) of the difference
      between the exercise price of the underlying ISO and the Fair Market Value
      of the Common Stock subject to the underlying ISO at the time the SAR is
      exercised.  At the option of the Administrator, upon exercise, a
      SAR may be settled in cash, Common Stock or a combination of
      both.

              


      

       

      
        	
                8.  

              	
                RESTRICTED
      STOCK.

              


      

       

      A
Restricted Stock Award entitles the recipient to acquire shares of Common Stock,
subject to certain restrictions or conditions, for no cash consideration, if
permitted by applicable law, or for such other consideration as may be
determined by the Administrator.  The Award may be subject to such
restrictions, conditions and forfeiture provisions as the Administrator may
determine, including, but not limited to, restrictions on transfer, continuous
service with the Company or any of its subsidiaries, achievement of business
objectives, and individual, division and Company performance.  Subject
to such restrictions, conditions and forfeiture provisions as may be established
by the Administrator, any Participant receiving an Award of Restricted Stock
will have all the rights of a stockholder of the Company with respect to the
shares of Restricted Stock, including the right to vote the shares and the right
to receive any dividends thereon.

       

      
        	
                9.  

              	
                DEFERRED
      STOCK.

              


      

       

      A
Deferred Stock Award entitles the recipient to receive shares of Common Stock to
be delivered in the future.  Delivery of the shares of Common Stock
will take place at such time or times, and on such conditions, as the
Administrator may specify.  At the time any Deferred Stock Award is
granted, the Administrator may provide that the Participant will receive an
instrument evidencing the Participant’s right to future delivery of Deferred
Stock.

       

      
        	
                10.  

              	
                OTHER STOCK BASED
      AWARDS.

              


      

       

      The
Administrator shall have the right to grant Other Stock Based Awards under the
Plan to Employees which may include, without limitation, the grant of shares of
Common Stock as bonus compensation and the issuance of shares of Common Stock in
lieu of an Employee’s cash compensation.

       

      
        	
                11.  

              	
                AWARD
      AGREEMENTS.

              


      

       

      The grant
of any Award under the Plan may be evidenced by an agreement which shall
describe the specific Award granted and the terms and conditions of the
Award.  Any Award shall be subject to the terms and conditions of any
such agreement required by the Administrator.

       

       

       

      
        
           

        

        
          5

          
            

          

        

        
           

        

      

       

      
        	
                12.  

              	
                TRANSFERS.

              


      

       

      No Award
(other than an outright Award in the form of Common Stock without any
restrictions) may be assigned, pledged or transferred other than by will or by
the laws of descent and distribution and, during a Participant’s lifetime, will
be exercisable only by the Participant or, in the event of a Participant’s
incapacity, by the Participant’s guardian or legal representative.

       

      
        	
                13.  

              	
                RIGHTS OF A
      STOCKHOLDER.

              


      

       

      Except as
specifically provided by the Plan, the receipt of an Award will not give a
Participant rights as a stockholder of the Company.  The Participant
will obtain such rights, subject to any limitations imposed by the Plan, or the
instrument evidencing the Award, upon actual receipt of shares of Common
Stock.

       

      
        	
                14.  

              	
                CONDITIONS ON DELIVERY
      OF STOCK.

              


      

       

      The
Company will not be obligated to deliver any shares of Common Stock pursuant to
the Plan or to remove any restrictions or legends from shares of Common Stock
previously delivered under the Plan until, (a) in the opinion of the Company’s
counsel, all applicable federal and state laws and regulations have been
complied with, (b) until the shares of Common Stock to be delivered have been
listed or authorized to be listed on the exchange or quotation system on which
shares of Common Stock may be then listed or quoted, and (c) until all other
legal matters in connection with the issuance and delivery of such shares of
Common Stock have been approved by the Company’s counsel.  If the sale
of shares of Common Stock has not been registered under the Securities Act of
1933, as amended (the “Act”), and qualified under the appropriate “blue sky”
laws, the Company may require, as a condition to exercise of the Award, such
representations and agreements as counsel for the Company may consider
appropriate to avoid violation of such Act and laws and may require that the
certificates evidencing such shares of Common Stock bear an appropriate legend
restricting transfer.

       

      If an
Award is exercised by a Participant’s legal representative, the Company will be
under no obligation to deliver shares of Common Stock pursuant to such exercise
until the Company is satisfied as to the authority of such
representative.

       

      
        	
                15.  

              	
                TAX
      WITHHOLDING.

              


      

       

      The
Company will have the right to deduct from any cash payment under the Plan or
otherwise payable to the Participant taxes that are required to be withheld and
to condition the obligation to deliver or vest shares of Common Stock under this
Plan upon the Participant’s paying the Company such amount as the Company may
request to satisfy any liability for applicable withholding
taxes.  The obligations of the Company under this Plan shall be
conditioned upon such payment or the making of arrangements satisfactory to the
Company regarding such payments, and the Company, or any of its subsidiaries,
shall, to the extent permitted by law, have the right to deduct any such taxes
from any payment otherwise due to the Participant.  The Administrator
may in its discretion permit Participants to satisfy all or part of their
withholding liability either by delivery of shares of Common Stock held by the
Participant or by withholding shares of Common Stock to be delivered to a
Participant upon the grant or exercise of an Award.

       

      
        
           

        

        
          6

          
            

          

        

        
           

        

      

       

       

      
        	
                16.  

              	
                ADJUSTMENT OF
      AWARD.

              


      

       

      
        	
                (a)  

              	
                The
      Administrator may make or provide for such adjustments in the numbers of
      shares of Common Stock covered by outstanding Awards granted hereunder,
      and any applicable exercise price provided in outstanding Awards and in
      the kind of shares covered thereby, as the Administrator, in its sole
      discretion, may determine is equitably required to prevent dilution or
      enlargement of the rights of Participants that otherwise would result from
      (i) any stock dividend, stock split, combination of shares,
      recapitalization or other change in the capital structure of the Company,
      or (ii) any merger, consolidation, spin-off, split-off, spin-out,
      split-up, reorganization, partial or complete liquidation or other
      distribution of assets or, issuance of rights or warrants to purchase
      securities, or (iii) any other corporate transaction or event having an
      effect similar to any of the foregoing.  Moreover, in the event
      of any such transaction or event, the Administrator, in its discretion,
      may provide in substitution for any or all outstanding awards under this
      Plan such alternative consideration (including cash), if any, as it may
      determine to be equitable in the circumstances and may require in
      connection therewith the surrender of all Awards so
      replaced.  The Administrator may also make or provide for such
      adjustments in the numbers of shares specified in Section 4 of this Plan
      as the Administrator in its sole discretion may determine is appropriate
      to reflect any transaction or event described in this Section 16(a);
      provided, however, that any such adjustment to the number specified in
      Section 4 will be made only if and to the extent that such adjustment
      would not cause any Option intended to qualify as an ISO to fail to so
      qualify.

              


      

       

      
        	
                (b)  

              	
                In
      the event of (i) a proposal, which is approved by the Board, of any merger
      or consolidation involving the Company where the Company is not the
      surviving entity or pursuant to which any shares of Common Stock would be
      converted into cash, securities or other property of another corporation
      or business entity (other than a merger or consolidation in which the
      holders of Common Stock immediately prior to the merger or consolidation
      continue to own at least 50% of the Common Stock after the merger or
      consolidation, or if the Company is not the surviving corporation, at
      least 50% of the common stock, or other voting securities, of the
      surviving corporation or other business entity immediately after the
      merger, consolidation or share exchange), or any sale of substantially all
      of the Company’s assets or (ii) any other transaction or series of related
      transactions as a result of which a single person or several persons
      acting in concert own a majority of the Company’s then outstanding Common
      Stock (such merger, consolidation, sale of assets or other transaction
      being hereinafter referred to as a “Transaction”), unless otherwise
      provided in a resolution adopted by the Board prior to the effectiveness
      of the Transaction, all outstanding Options and SARs shall become
      exercisable immediately before or contemporaneously with the consummation
      of such Transaction and each outstanding share of Restricted Stock and
      each outstanding Deferred Stock Award shall immediately become free of all
      restrictions and conditions upon consummation of such
      Transaction.  Unless otherwise approved in a resolution adopted
      by the Board prior to the effectiveness of such Transaction, immediately
      following the consummation of the Transaction, all outstanding Options and
      SARs shall terminate and cease to be
  exercisable.

              


      

       

       

      
        
           

        

        
          7

          
            

          

        

        
           

        

      

       

      In lieu
of the foregoing, if the Company will not be the surviving corporation or
entity, the Administrator may arrange to have such acquiring or surviving
corporation or entity, or an “Affiliate” (as defined below) thereof, grant
replacement Awards which shall be immediately exercisable to Participants
holding outstanding Awards.

       

      The term
“Affiliate,” with respect to any Person, shall mean any other Person who is, or
would be deemed to be an “affiliate” or an “associate” of such Person within the
respective meanings ascribed to such terms in Rule 12b-2 of the General Rules
and Regulations under the Securities Exchange Act of 1934, as
amended.  The term “Person” shall mean a corporation, association,
partnership, joint venture, limited liability company, trust, organization,
business, individual or government or any governmental agency or political
subdivision thereof.

       

      
        	
                (c)  

              	
                In
      the event of the dissolution or liquidation of the Company (except a
      dissolution or liquidation relating to a sale of assets or other
      reorganization of the Company referred to in the preceding sections), the
      outstanding options and SARs shall terminate as of a date fixed by the
      Administrator; provided,
      however, that not less than thirty (30) days written notice of the
      date so fixed shall be given to each Participant who shall have the right
      during such period to exercise the Participant’s Options or SARs as to all
      or any part of the shares of Common Stock covered
      thereby.  Further, in the event of the dissolution or
      liquidation of the Company, each outstanding share of Restricted Stock and
      each outstanding Deferred Stock Award shall immediately become free of all
      restrictions and conditions.

              


      

       

      
        	
                17.  

              	
                TERMINATION OF
      SERVICE.

              


      

       

      Upon a
Participant’s termination of service with the Company or a subsidiary (if an
employee only of a subsidiary), any outstanding Award shall be subject to the
terms and conditions set forth below, unless otherwise determined by the
Administrator:

       

      
        	
                (a)  

              	
                In
      the event a Participant leaves the employ or service of the Company or a
      subsidiary of the Company whether voluntarily or otherwise but other than
      by reason of the Participant’s death or “disability” (as such term is
      defined in Section 22(e)(3) of the Code), each Option and SAR granted to
      the Participant shall terminate upon the earlier to occur of (i) the
      expiration of the period three (3) months after the date of such
      termination and (ii) the date specified in the Option or SAR; provided, that, prior
      to the termination of such Option or SAR, the Participant shall be able to
      exercise any part of the Option or SAR which is exercisable as of the date
      of termination.  Further, each outstanding share of Restricted
      Stock and each outstanding Deferred Stock Award which remains subject to
      any restrictions or conditions of the Award shall be forfeited to the
      Company upon such date of
termination.

              


      

       

      
        
           

        

        
          8

          
            

          

        

        
           

        

      

       

       

      
        	
                (b)  

              	
                In
      the event a Participant’s employment with or service to the Company or its
      subsidiaries terminates by reason of the Participant’s death or
      “disability” (as such term is defined in Section 22(e)(3) of the Code),
      each Option and SAR granted to the Participant shall become immediately
      exercisable in full and shall terminate upon the earlier to occur of (i)
      the expiration of the period six (6) months after the date of such
      termination and (ii) the date specified in the option or
      SAR.  Further, each outstanding share of Restricted Stock and
      each outstanding Deferred Stock Award shall immediately become free of all
      restrictions and conditions upon the date of such
    termination.

              


      

       

      
        	
                18.  

              	
                AMENDMENTS AND
      TERMINATION.

              


      

       

      
        	
                (a)  

              	
                The
      Plan may be amended, altered and/or terminated at any time by the Board;
      provided, that
      (i) approval of an amendment to the Plan by the stockholders of the
      Company shall be required to the extent, if any, that stockholder approval
      of such amendment is required by applicable law, rule or regulation; and
      (ii) except for adjustments made pursuant to Section 5(c), the exercise
      price for any outstanding Option or base price of any outstanding SAR may
      not be decreased after the date of grant, nor may any outstanding Option
      or SAR be surrendered to the Company as consideration for the grant of a
      new Option or SAR with a lower exercise price or base price than the
      original Option or SAR, as the case may be, without stockholder approval
      of any such action. No action to amend or terminate the Plan shall permit
      the acceleration of the time or schedule of any payment of amounts deemed
      to involve the deferral of compensation under Code Section 409A, except as
      may be otherwise permitted under Code Section 409A, related regulations,
      or other guidance.

              


      

       

      
        	
                (b)  

              	
                The
      Administrator may amend, alter or terminate any Award granted under the
      Plan, prospectively or retroactively, but such amendment, alteration or
      termination of an Award shall not, without the consent of the recipient of
      an outstanding Award, materially adversely affect the rights of the
      recipient with respect to the
Award.

              


      

       

      
        	
                (c)  

              	
                Notwithstanding
      Section 18(a) and Section 18(b) herein, the following provisions shall
      apply:

              


      

       

      
        	
                (i)  

              	
                The
      Administrator shall have unilateral authority to amend the Plan and any
      Award (without Participant consent and without stockholder approval,
      unless such stockholder approval is required by applicable laws, rules or
      regulations) to the extent necessary to comply with applicable laws, rules
      or regulations or changes to applicable laws, rules or regulations
      (including, but not limited to, Code Section 409A and Code Section 422 or
      related regulations or other guidance and federal securities
      laws).

              


      

       

       

      
        
           

        

        
          9

          
            

          

        

        
           

        

      

       

      
        	
                (ii)  

              	
                The
      Administrator shall have unilateral authority to make adjustments to the
      terms and conditions of Awards in recognition of unusual or nonrecurring
      events affecting the Company or any Affiliate, or the financial statements
      of the Company or any Affiliate, or of changes in accounting principles,
      if the Administrator determines that such adjustments are appropriate in
      order to prevent dilution or enlargement of the benefits or potential
      benefits intended to be made available under the Plan or necessary or
      appropriate to comply with applicable accounting
    principles.

              


      

       

      
        	
                (d)  

              	
                Notwithstanding
      any provision of the Plan, an Award or an Award Agreement to the contrary,
      the Administrator may (subject to any requirements imposed under Code
      Section 409A, related regulations, or other guidance) cause any Award (or
      portion thereof) granted under the Plan to be canceled in consideration of
      an alternative Award or cash payment of an equivalent cash value, as
      determined by the Administrator in its sole discretion, made to the holder
      of such canceled Award.

              


      

       

      
        	
                19.  

              	
                COMPLIANCE WITH CODE
      SECTION 409A

              


      

       

      
        	
                (a)  

              	
                Notwithstanding
      any other provision in the Plan or an Award to the contrary, if and to the
      extent that Code Section 409A is deemed to apply to the Plan or any Award
      granted under the Plan, it is the general intention of the Company that
      the Plan and all such Awards shall comply with Code Section 409A, related
      regulations, or other guidance, and the Plan and any such Award shall, to
      the extent practicable, be construed in accordance
      therewith.  Deferrals of shares issuable pursuant to an Option,
      a SAR settled in shares of Common Stock, a Restricted Award or any other
      Award otherwise exempt from Code Section 409A, in a manner that would
      cause Code Section 409A to apply, shall not be
      permitted.  Without in any way limiting the effect of the
      foregoing, in the event that Code Section 409A, related regulations or
      other guidance require that any special terms, provisions or conditions be
      included in the Plan or any Award, then such terms, provisions and
      conditions shall, to the extent practicable, be deemed to be made a part
      of the Plan or Award, as applicable. Further, in the event that the Plan
      or any Award shall be deemed not to comply with Code Section 409A or any
      related regulations or other guidance, then neither the Company, the
      Administrator nor their designees or agents shall be liable to any
      Participant or other person for actions, decisions or determinations made
      in good faith.

              


      

       

      
        	
                (b)  

              	
                Without
      limiting the effect of Section 19(a), above, and notwithstanding any other
      provision in the Plan to the contrary, the following provisions shall, to
      the extent required under Code Section 409A, related regulations, or other
      guidance, apply with respect to Awards deemed to involve the deferral of
      compensation under Code Section
409A:

              


      

       

       

      
        
           

        

        
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                (i)  

              	
                Distributions
      may be made with respect to Awards subject to Code Section 409A not
      earlier than upon the occurrence of one or more of the following events:
      (A) separation of service; (B) disability; (C) death; (D) a specified time
      or pursuant to a fixed schedule; (E) a change in the ownership or
      effective control of the Corporation, or in the ownership of a substantial
      portion of the assets of the Corporation; or (F) the occurrence of an
      unforeseeable emergency. Each of the preceding distribution events shall
      be defined and interpreted in accordance with Code Section 409A and
      related regulations or other
guidance.

              


      

       

      
        	
                (ii)  

              	
                With
      respect to Participants who are “key employees” (as defined in Code
      Section 409A, related regulations, or other guidance), a distribution due
      to separation of service may not be made before the date that is six
      months after the date of separation of service (or, if earlier, the date
      of death of the Participant), except as may be otherwise permitted
      pursuant to Code Section 409A, related regulations, or other guidance. To
      the extent that a Participant is subject to this section and a
      distribution is to be paid in installments, through an annuity, or in some
      other manner where payment will be periodic, the Participant shall be
      paid, during the seventh month following separation from service, the
      aggregate amount of payments he or she would have received but for the
      application of this section; all remaining payments shall be made in their
      ordinary course.  The previous sentence shall be applicable only
      if and to the extent that it complies with Code Section 409A, related
      regulations, and other applicable
guidance.

              


      

       

      
        	
                (iii)  

              	
                Unless
      permissible under Code Section 409A, related regulations, or other
      guidance, acceleration of the time or schedule of any payment under the
      Plan is prohibited, except that, to the extent permitted by the
      Administrator and to the extent such exceptions do not violate Code
      Section 409A, the following accelerations may be permitted in an
      Award:

              


      

       

      
        	
                (A)  

              	
                As
      necessary to fulfill a domestic relations order (as defined in Code
      Section 414(p)(1)(B));

              


      

       

      
        	
                (B)  

              	
                As
      necessary to comply with a certificate of divestiture (as defined in Code
      Section 1043(b)(2)); and

              


      

       

      
        	
                (C)  

              	
                To
      pay the Federal Insurance Contributions Act tax imposed under Code
      Sections 3101 and 3121(v)(2) on amounts deferred under the Plan (the “FICA
      Amount”), including the income tax at source on wages imposed under Code
      Section 3401 on the FICA Amount, and to pay the additional income tax at
      source of wages attributable to additional Code Section 3401 wages and
      taxes.

              


      

       

      
        	
                (iv)  

              	
                Except
      to the extent otherwise required or permitted under Code Section 409A,
      related regulations or other guidance, the Administrator shall (unless an
      individual Award Agreement provides otherwise) provide that distributions
      pursuant to Awards must be made no later than the later of (A) the date
      that is 2-1/2 months from the end of the Participant’s first taxable year
      in which the amount is no longer subject to a substantial risk of
      forfeiture; or (B) the date that is 2-1/2 months from the end of the
      Corporation’s first taxable year in which the amount is no longer subject
      to a substantial risk of
forfeiture.

              


      

       

       

      
        
           

        

        
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                (v)  

              	
                Deferral
      Elections:

              


      

       

      
        	
                (A)  

              	
                In
      the sole discretion of the Administrator, a Participant may be permitted
      to make an election as to the time and form of any distribution from an
      Award, provided that,
      except as specified in (B) and (C) below, such election is made not later
      than the close of the taxable year preceding the taxable year in which the
      services for which the Award is granted are to be performed, or at such
      other time or times as may be permitted under Code Section 409A, related
      regulations, or other guidance.

              


      

       

      
        	
                (B)  

              	
                In
      the case of the first year in which the Participant becomes eligible to
      participant in the Plan, the election described in (A) may be made with
      respect to services to be performed subsequent to the election within
      thirty (30) days after the date the Participant becomes eligible to
      participate in the Plan.

              


      

       

      
        	
                (C)  

              	
                In
      the case of any performance-based compensation (as that term is defined in
      Code Section 409A, related regulations, or other guidance), where such
      compensation is based on services performed over a period of at least
      twelve months, the election described in (A) may be made no later than six
      months before the end of the
period.

              


      

       

      
        	
                (vi)  

              	
                To
      the extent that the Administrator, in its sole discretion, permits a
      subsequent election to delay a payment or change the form of payment that
      has been specified under (A), (B) or (C) above, the following provisions
      shall apply:

              


      

       

      
        	
                (A)  

              	
                Such
      election may not take effect until twelve months after the date on which
      the election is made;

              


      

       

      
        	
                (B)  

              	
                Where
      the payment is to be made for reasons other than death, disability or
      unforeseen hardship, as those terms are defined in Section 18(b)(i),
      above, the first payment with respect to which such election is made must
      be deferred for a period of not less than five years from the date such
      payment would otherwise have been made;
and

              


      

       

      
        	
                (C)  

              	
                Any
      election related to a payment based upon separation from service, as that
      term is defined in Section 18(b)(i), above, may not be made less than
      twelve months prior to the date of the first scheduled payment
      hereunder.

              


      

       

       

      
        
           

        

        
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                20.  

              	
                SUCCESSORS AND
      ASSIGNS.

              


      

       

      The
provisions of this Plan shall be binding upon all successors and assigns of any
such Participant including, without limitation, the estate of any such
Participant and the executors, administrators, or trustees of such estate, and
any receiver, trustee in bankruptcy or representative of the creditors of any
such Participant.

       

      
        	
                21.  

              	
                MISCELLANEOUS.

              


      

       

      
        	
                (a)  

              	
                This
      Plan shall be governed by and construed in accordance with the laws of the
      State of Delaware.

              


      

       

      
        	
                (b)  

              	
                Any
      and all funds received by the Company under the Plan may be used for any
      corporate purpose.

              


      

       

      
        	
                (c)  

              	
                Nothing
      contained in the Plan or any Award granted under the Plan shall confer
      upon a Participant any right to be continued in the employment of the
      Company or any subsidiary, or interfere in any way with the right of the
      Company, or its subsidiaries, to terminate the employment relationship at
      any time.

              


      

       

       

       

       

       

       

       

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