fexh1012.htm


    
      

    


    Exhibit
10.12

    


    CONTINENTAL
AIRLINES, INC.

    


    INCENTIVE
PLAN 2010

    (as
amended and restated through February 17, 2010)

    


    


    


    1.
PURPOSE

    


    The
purpose of the Continental
Airlines, Inc. Incentive Plan 2010 is to provide a means through which
Continental Airlines, Inc. and its subsidiaries may attract able persons to
serve as directors, or to enter or remain in the employ of the Company (as
defined below) or its subsidiaries, and to provide a means whereby those
individuals upon whom the responsibilities of the successful administration and
management of the Company and its subsidiaries rest, and whose present and
potential contributions to the Company and its subsidiaries are of importance,
can acquire and maintain stock ownership, thereby strengthening their concern
for the welfare of the Company and its subsidiaries. A further purpose of the
Plan is to provide such individuals with additional incentive and reward
opportunities designed to enhance the profitable growth of the Company and its
subsidiaries. Accordingly, the Plan provides for granting Incentive Stock
Options, Non-Qualified Options, SARs, Restricted Stock Awards, Performance
Awards, Incentive Awards, and Other Stock Awards, or any combination of the
foregoing, as is best suited to the circumstances of the particular
person.

    


    2.
DEFINITIONS

    


    The
following definitions (including any plural thereof) shall be applicable
throughout the Plan unless specifically modified by any Section:

    


    (a)           “Administrator” means the
Committee or the Chief Executive Officer of the Company (if the Chief Executive
Officer is a Director), subject to the provisions of Section 4(a) of the
Plan.

    


    (b)           “Award” means, individually or
collectively, any Option, SAR, Restricted Stock Award, Performance Award,
Incentive Award, or Other Stock Award.

    


    (c)           “Board” means the Board of
Directors of the Company.

    


    (d)           “Change in Control” shall have
the meaning assigned to such term in Section 12(e) of the Plan.

    


    (e)           “Code” means the Internal
Revenue Code of 1986, as amended from time to time. Reference in the Plan to any
section of the Code shall be deemed to include any amendments or successor
provisions to such section and any regulations promulgated under such
section.

    


    (f)           “Committee” means a committee
of the Board comprised solely of two or more outside Directors (within the
meaning of the term “outside directors” as used in section 162(m) of the Code
and applicable interpretive authority thereunder and within the meaning of
“Non-Employee Director” as defined in Rule 16b-3). Such committee shall be the
Human Resources Committee of the Board unless and until the Board designates
another committee of the Board to serve as the Committee.

    


    (g)           “Common Stock” means the Class
B common stock, $.01 par value, of the Company, or any security into which such
common stock may be changed by reason of any transaction or event of the type
described in Section 12 of the Plan.

    


    (h)           “Company” shall mean
Continental Airlines, Inc., a Delaware corporation, or any successor
thereto.

    


    (i)           “Director” means an individual
who is a member of the Board.

    


    (j)           “Disability” means, with
respect to any person, such person’s disability entitling him or her to benefits
under the Company’s group long-term disability plan; provided, however, that if
such person is not eligible to participate in such plan, then such person shall
be considered to have incurred a “Disability” if and when the Administrator
determines in its discretion that such person has become incapacitated for a
period of at least 180 days by accident, sickness, or other circumstance which
renders such person mentally or physically incapable of performing the material
duties and services required of him or her in his or her employment on a
full-time basis during such period.

    


    (k)           “employee” means any person
(which may include a Director) in an employment relationship with the Company or
any parent corporation (as defined in section 424 of the Code) or any
subsidiary.

    


    (l)           “Exchange Act” means the
Securities Exchange Act of 1934, as amended.

    


    (m)           “Grant Document” means the
document or documents, which may be in electronic format, evidencing an Award
under the Plan, which may be either an agreement between the Company and the
Holder as to the Award (with any amendments thereto) or a notice of grant of the
Award from the Company to the Holder (including any attached statement of the
terms and conditions of the Award and any modifications thereto made in
accordance with the Plan). References in the Plan to terms to be included in a
Grant Document may alternatively be included in a program adopted by the
Committee pursuant to the Plan to implement the Plan provisions.

    


    (n)           “Holder” means an employee or a
Director who has been granted an Award.

    


    (o)           “Incentive Award” means an Award granted
under Section 10 of the Plan.

    


    (p)           “Incentive Stock Option” means
an incentive stock option within the meaning of section 422 of the
Code.

    


    (q)           “Market Value per Share”
means, as of any specified date, the closing sale price of the Common Stock on
that date (or, if there are no sales on that date, the last preceding date on
which there was a sale) in the principal securities market in which the Common
Stock is then traded. If the Common Stock is not publicly traded at the time a
determination of “Market Value per Share” is required to be made hereunder, the
determination of such amount shall be made by the Administrator in such manner
as it deems appropriate and is consistent with the requirements of section 409A
of the Code.

    


    (r)           “Non-Qualified Option” means an
Option that is not an Incentive Stock Option.

    


    (s)           “Option” means an Award
granted under Section 7 of the Plan and includes both Non-Qualified Options and
Incentive Stock Options to purchase Common Stock.

    


    (t)           “Other Stock Award” means an
Award granted under Section 11 of the Plan.

    


    (u)           “Performance Award” means
an Award granted under Section 9 of the Plan.

    


    (v)           “Performance Measure” means a
performance measure established by the Administrator that may be absolute,
relative to one or more other companies, relative to one or more indexes, or
measured by reference to the Company alone or the Company together with one or
more of its subsidiaries.  In addition, a Performance Measure may be
subject to adjustment by the Administrator for changes in accounting principles,
to satisfy regulatory requirements, and other specified significant
extraordinary items or events.  A Performance Measure may be based
upon any of the following:

    


    
      	
              (i)  

            	
              the
      price of a share of Common Stock,

            


    

    
      	
               
      

            	
              (ii)

            	
              the
      Company’s earnings per share,

            


    

    
      	
               
      

            	
              (iii)

            	
              the
      Company’s market share or the market share of a business unit of the
      Company designated by the
Administrator,

            


    

    
      	
               
      

            	
              (iv)

            	
              the
      Company’s sales or the sales of a business unit of the Company designated
      by the Administrator,

            


    

    
      	
               
      

            	
              (v)

            	
              operating
      income or operating income margin of the Company or a business unit of the
      Company,

            


    

    
      	
               
      

            	
              (vi)

            	
              any
      operational or financial performance measure or metric with respect to the
      Company or any business unit or operational level within the
      Company,

            


    

    
      	
               
      

            	
              (vii)

            	
              earnings
      or earnings margin before or after interest, taxes, depreciation,
      amortization and/or aircraft rent of the Company or any business unit of
      the Company designated by the
Administrator,

            


    

    
      	
               
      

            	
              (viii)

            	
              net
      income or net income margin (before or after taxes) of the Company or any
      business unit of the Company designated by the
    Administrator,

            


    

    
      	
               
      

            	
              (ix)

            	
              return
      on capital, assets, or stockholders’ equity achieved by the
      Company,

            


    

    
      	
              (x)  

            	
              cash
      flow or return on investment of the Company or any business unit of the
      Company designated by the
Administrator,

            


    

    
      	
              (xi)  

            	
              maintenance
      or achievement of a specified level of cash, cash equivalents and
      short-term investments (determined with or without regard to restricted
      cash, cash equivalents and short-term
  investments),

            


    

    
      	
               
      

            	
              (xii)

            	
              total
      stockholders’ return, or

            


    

    
      	
               
      

            	
              (xiii)

            	
              a
      combination of any of the foregoing, including any average, weighted
      average, minimum, hurdle, rate of increase or other measure of any or any
      combination thereof.

            


    

    


    (w)           “Personal Representative” means the person who
upon the death, Disability, or incompetency of a Holder shall have acquired, by
will or by the laws of descent and distribution or by other legal proceedings,
the right to exercise an Option or SAR or the right to any Restricted Stock
Award, Performance Award, Incentive Award, or Other Stock Award theretofore
granted or made to such Holder.

    


    (x)           “Plan” means the Continental
Airlines, Inc. Incentive Plan 2010, as amended from time to time.

    


    (y)           “Restricted Stock” means
shares of Common Stock granted pursuant to a Restricted Stock Award as to which
neither the substantial risk of forfeiture nor the restriction on transfer
referred to in Section 8 of the Plan has expired.

    


    (z)           “Restricted Stock Award” means
an Award of Restricted Stock granted under Section 8 of the Plan.

    


    (aa)           “Rule 16b-3” means Rule 16b-3
promulgated under the Exchange Act, as such rule may be amended from time to
time, and any successor rule, regulation or statute fulfilling the same or
similar function.

    


    (bb)           “SAR” means a stock
appreciation right granted under Section 7 of the Plan, and may be granted
in connection with
an Option or independent of an Option.

    


    (cc)           “subsidiary” means any entity
(other than the Company) with respect to which the Company, directly or
indirectly through one or more other entities, owns equity interests possessing
50 percent or more of the total combined voting power of all equity interests of
such entity (excluding voting power that arises only upon the occurrence of one
or more specified events).

    


    3.
EFFECTIVE DATE AND DURATION OF THE PLAN

    


    The Plan became effective on the date
of its adoption by the Board (December 1, 2009), subject to approval by the
stockholders of the Company at the Company’s 2010 annual meeting of
stockholders.  Notwithstanding any provision of the Plan or in any
Grant Document, no Option or SAR shall be exercisable, no Restricted Stock Award
or Other Stock Award shall be granted, and no Award shall vest or be payable in
cash or settled in Common Stock prior to such stockholder approval. No further
Awards may be granted under the Plan after 10 years from the date of the
adoption of the Plan by the Board.  The Plan shall remain in effect
(for the purpose of governing outstanding Awards) until all Options and SARs
granted under the Plan have been exercised or expired, all restrictions imposed
upon Restricted Stock Awards granted under the Plan have been eliminated or the
Restricted Stock Awards have been forfeited, and all Performance Awards,
Incentive Awards and Other Stock Awards have been satisfied or have
terminated.

    


    4.
ADMINISTRATION

    


    (a)           Administrator. The Plan shall
be administered by the Administrator, so that (i) Awards made to, and the
administration (or interpretation of any provision) of the Plan as it relates
to, any person who is subject to section 16 of the Exchange Act, shall be made
or effected by the Committee, and (ii) Awards made to, and the administration
(or interpretation of any provision) of the Plan as it relates to, any person
who is not subject to section 16 of the Exchange Act, shall be made or effected
by the Chief Executive Officer of the Company (or, if the Chief Executive
Officer is not a Director, the Committee), unless the Plan specifies that the
Committee shall take specific action (in which case such action may only be
taken by the Committee) or the Committee (as to any Award described in this
clause (ii) or the administration or interpretation of any specific provision of
the Plan) specifies that it shall serve as
Administrator.  Notwithstanding the foregoing, the Committee may from
time to time in its discretion put any conditions and restrictions on the powers
that may be exercised by the Chief Executive Officer of the Company in his or
her capacity as Administrator.

    


    (b)           Powers. Subject to the express
provisions of the Plan, the Administrator shall have authority, in its
discretion, to determine which employees or Directors shall receive an Award,
the time or times when such Award shall be granted, the type of Award that shall
be granted, the number of shares to be subject to each Option, Restricted Stock
Award, Other Stock Award, or SAR, and the number of shares to be subject to or
the value of each Performance Award or Incentive Award. In making such
determinations, the Administrator shall take into account the nature of the
services rendered by the respective employees or Directors, their present and
potential contribution to the Company’s success, and such other factors as the
Administrator in its sole discretion shall deem relevant.

    


    (c)           Additional Powers. The
Administrator shall have such additional powers as are delegated to it by the
other provisions of the Plan. Subject to the express provisions of the Plan,
this shall include the power to construe the Plan and the respective agreements
executed hereunder, to prescribe rules and regulations relating to the Plan, and
to determine the terms, restrictions, and provisions of the Grant Documents,
including such terms, restrictions, and provisions as shall be requisite in the
judgment of the Administrator to cause designated Options to qualify as
Incentive Stock Options, and to make all other determinations necessary or
advisable for administering the Plan. The Administrator may correct any defect
or supply any omission or reconcile any inconsistency in the Plan or in any
Grant Document relating to an Award in the manner and to the extent it shall
deem expedient to carry the Plan or any such Grant Document into effect. All
determinations and decisions of the Administrator on the matters referred to in
this Section 4 and in construing the provisions of the Plan shall be conclusive;
provided, however, that in the event of any conflict in any such determination
as between the Committee and the Chief Executive Officer of the Company, each
acting in capacity as Administrator of the Plan, the determination of the
Committee shall be conclusive.

    


    (d)           Forfeiture in Certain Circumstances
(“Clawback”).  The Committee may terminate an Award if it
determines that the Holder of such Award has engaged in material misconduct.
Material misconduct includes conduct adversely affecting the Company’s
reputation, financial condition, results of operations or prospects, or which
constitutes fraud or theft of Company assets, and such other conduct as may be
set forth in a Grant Document.  If such material misconduct results,
directly or indirectly, in any error in financial information used in the
determination of compensation paid to the Award Holder and the effect of such
error is to increase the payment amount pursuant to an Award, the Committee also
may require the Holder to reimburse the Company for all or a portion of the
compensation provided to such Holder in connection with any such
Award.  In addition, if there is a material restatement of Company’s
financial statements that affects the financial information used in the
determination of compensation paid to the Award Holder, then the Committee may
take such action, in its sole discretion, as it deems necessary to adjust such
compensation.

    


    5.
SHARES SUBJECT TO THE PLAN, AWARD LIMITS,

    AND
GRANT OF AWARDS

    


    (a)           Shares Subject to the Plan and Award
Limits. Subject to adjustment in the same manner as provided in Section
12 with respect to shares of Common Stock subject to Options then outstanding,
the aggregate maximum number of shares of Common Stock that may be issued under
the Plan, and the aggregate maximum number of shares of Common Stock that may be
issued under the Plan through Incentive Stock Options, shall not exceed
3,750,000 shares. To the extent that an Award lapses, the Holder’s rights to an
Award terminate, shares issued under an Award are forfeited, or an Award is paid
in cash such that all or some of the shares of Common Stock covered by the Award
are not issued to the Holder pursuant to the Award, then any such forfeited or
unissued shares of Common Stock then subject to such Award shall not be deemed
to have been issued under the Plan (including for purposes of the limitations
set forth in subparagraphs (i) thru (v) and (d)(v) below) and shall be added
back to the number of shares available for issuance under the Plan (provided the
grant of such Award resulted in a reduction in such number) and shall be
available for the grant of an Award under the Plan. Notwithstanding the
foregoing, the following shares of Common Stock may not again be made available
for issuance pursuant to an Award under the Plan: (A) shares of Common Stock not
issued or delivered as a result of the net settlement of an outstanding Award,
or (B) shares of Common Stock used to pay the exercise price or withholding
taxes related to an outstanding Award. Further, if any shares of Common Stock
are purchased by the Company on the open market with the proceeds of an Option
exercise, such purchase shall not result in any increase in the number of shares
available for issuance under the Plan. Notwithstanding any provision in the Plan
to the contrary,

    


    
      	
               
      

            	
              (i)

            	
              the
      aggregate maximum number of shares of Common Stock that may be subject
      to

            


    

    


    
      	
               
      

            	
              (A)

            	
              Options,
      SARs, Restricted Stock Awards, and Other Stock Awards,
  and

            


    

    


    
      	
               
      

            	
              (B)

            	
              Incentive
      Awards and Performance Awards that must be settled
      in shares of Common Stock

            


    

    


    granted
to any one individual during the term of the Plan may not exceed 50% of the
aggregate maximum number of shares of Common Stock that may be issued under the
Plan (as adjusted from time to time in accordance with the provisions of the
Plan); and provided that any Performance Awards that must be settled in shares
of Common Stock shall be measured for purposes of this limitation based on the
maximum award level at the date of grant unless and until the settlement of such
Performance Awards, at which point the settlement amount shall be taken into
account instead of the maximum amount underlying such Performance Award at
grant, and

    


    
      	
               
      

            	
              (ii)

            	
              the
      aggregate maximum number of shares of Common Stock that may be subject
      to

            


    

    


    
      	
               
      

            	
              (A)

            	
              Options,
      SARs, Restricted Stock Awards, and Other Stock Awards,
  and

            


    

    


    
      	
               
      

            	
              (B)

            	
              Incentive
      Awards and Performance Awards that must be settled
      in shares of Common Stock

            


    

    


    granted
to non-employee Directors during the term of the Plan may not exceed 500,000
shares (subject to adjustment in the same manner as provided in Section 12 with
respect to shares of Common Stock subject to Options then outstanding); and
provided that any Performance Awards that must be settled in shares of Common
Stock shall be measured for purposes of this limitation based on the maximum
award level at the date of grant unless and until the settlement of such
Performance Awards, at which point the settlement amount shall be taken into
account instead of the maximum amount underlying such Performance Award at
grant, and

    


    
      	
               
      

            	
              (iii)

            	
              the
      aggregate maximum number of shares of Common Stock that may be issued as
      Restricted Stock Awards or Other Stock Awards or in settlement of
      Incentive Awards or Performance Awards during the term of the Plan may not
      exceed 1,000,000 shares (subject to adjustment in the same manner as
      provided in Section 12 with respect to shares of Common Stock subject to
      Options then outstanding and provided that shares issued under such Awards
      that are forfeited back to the Company shall again be available for
      issuance within such limit),

            


    

    


    
      	
               
      

            	
              (iv)

            	
              the
      maximum amount of compensation that may be paid under all Performance
      Awards that may be settled
      in cash (including the fair market value (determined based upon Market
      Value per Share) of any shares of Common Stock paid in satisfaction of
      such Performance Awards) granted to any one individual during any calendar
      year may not exceed $20 million, and any payment due with respect to a
      Performance Award shall be paid no later than 10 years after the date of
      grant of such Performance Award,
and

            


    

    


    
      	
               
      

            	
              (v)

            	
              the
      aggregate maximum number of shares of Common Stock that may be subject
      to

            


    

    


    
      	
               
      

            	
              (A)

            	
              Options,
      SARs, Restricted Stock Awards, and Other Stock Awards,
  and

            


    

    


    
      	
               
      

            	
              (B)

            	
              Incentive
      Awards and Performance Awards that must be settled
      in shares of Common Stock

            


    

    


    granted
during the term of the Plan and that do not contain the minimum exercisability
or vesting requirements as set forth in paragraphs (d) below may not exceed 5%
of the aggregate maximum number of shares of Common Stock that may be issued
under the Plan (subject to adjustment in the same manner as provided in Section
12).

    


    The
limitations set forth in clauses (i) and (iv) of the preceding sentence shall be
applied in a manner that will permit Awards that are intended to provide
“performance-based” compensation for purposes of section 162(m) of the Code to
satisfy the requirements of such section, including, without limitation,
counting against such maximum number of shares, to the extent required under
section 162(m) of the Code and applicable interpretive authority thereunder, any
shares subject to Options or SARs granted to employees that are canceled or
repriced.

    


    (b)           Grant of Awards. The
Administrator may from time to time grant Awards to one or more employees or
Directors determined by it to be eligible for participation in the Plan in
accordance with the terms of the Plan.

    


    (c)           Stock Offered. Subject to the
limitations set forth in Section 5(a) above, the stock to be offered pursuant to
an Award may be authorized but unissued Common Stock or Common Stock previously
issued and outstanding and reacquired by the Company. Any of such shares that
remain unissued and that are not subject to outstanding Awards at the
termination of the Plan shall cease to be subject to the Plan but, until
termination of the Plan, the Company shall at all times make available a
sufficient number of shares to meet the requirements of the Plan. The shares of
Common Stock to be issued pursuant to any Award may be represented by physical
stock certificates or may be uncertificated. Notwithstanding references in the
Plan to certificates, the Company may deliver uncertificated shares of Common
Stock in connection with any Award. No fractional shares of Common Stock shall
be delivered, nor shall any cash in lieu of fractional shares be
paid.

    


    (d)           Minimum Exercisability or Vesting
Requirements.

    


    
      	
              (i)  

            	
              Time Vested
      Awards.  Awards granted to employees that have a
      condition to exercise or vesting related solely to the continued
      employment of the employee may not be exercisable in full, and any
      applicable vesting conditions shall not be released, in less than three
      years from the date of grant (but pro rata exercisability and release of
      any applicable vesting conditions may be permitted over such time);
      provided that if an Award is granted with conditions that relate to both
      time and Performance Measures, the Award may vest upon the earlier
      satisfaction of the Performance Measures, subject to subparagraph (ii)
      below.

            


    

    


    
      	
              (ii)  

            	
              Performance Based
      Awards.  Awards granted to employees that have a
      condition to exercise or vesting based on the achievement of Performance
      Measures shall have a minimum waiting period for exercise or vesting of
      one year from the date of grant.

            


    

    


    
      	
              (iii)  

            	
              Awards to non-employee
      Directors.  Awards granted to non-employee Directors
      pursuant to the Company’s non-employee Director compensation program,
      which may be amended from time to time, need not be subject to the
      requirements set forth in subparagraphs (i) and (ii) above and may vest in
      full on the date of grant.  However, discretionary Awards to
      non-employee Directors shall be subject to the requirements set forth in
      subparagraphs (i) and (ii) above.

            


    

    


    
      	
              (iv)  

            	
              Permitted
      Exceptions.  The exercisability and vesting requirements
      set forth in subparagraphs (i), (ii), and (iii) above shall not be
      applicable to (A) grants to new hires in lieu of cash compensation to
      replace forfeited awards from a prior employer, including Awards described
      in Section 7(h), (B) acceleration of exercisability or vesting upon the
      death, Disability or retirement of the Holder and upon certain other
      terminations of employment as provided pursuant to the terms of any
      employment agreement with a Holder entered into with the Company prior to
      the Effective Date of the Plan, (C) acceleration of exercisability or
      vesting upon a Change in Control or Corporate Change, and (D) grants of
      Awards made in payment of other earned cash-based incentive
      compensation.

            


    

    


    
      	
              (v)  

            	
              Administrator
      Discretion.  The Administrator shall have the discretion
      to grant an Award that does not contain the minimum exercisability and
      vesting requirements as set forth in this paragraph (d) subject to the
      limitation set forth in paragraph (a)(v)
above.

            


    

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    6.
ELIGIBILITY

    


    Awards may be granted only to persons
who, at the time of grant, are employees or Directors. An Award may be granted
on more than one occasion to the same person and, subject to the limitations set
forth in the Plan, Awards may include an Incentive Stock Option, a Non-Qualified
Option, an SAR, a Restricted Stock Award, a Performance Award, an Incentive
Award, an Other Stock Award, or any combination thereof.

    


    7.
OPTIONS AND SARS

    


    (a)           Option Period. The term of
each Option shall be as specified by the Administrator at the date of grant, but
in no event shall an Option be exercisable after the expiration of 10 years from
the date of grant.

    


    (b)           Exercise of Option. Subject to
Section 5(d), an Option shall be exercisable in whole or in such installments
and at such times as determined by the Administrator.

    


    (c)           Special Limitations on Incentive
Stock Options. An Incentive Stock Option may be granted only to an
individual who is employed by the Company or any parent or subsidiary
corporation (as defined in section 424 of the Code) of the Company at the time
the Option is granted. To the extent that the aggregate fair market value
(determined at the time the respective Incentive Stock Option is granted) of
stock with respect to which Incentive Stock Options are exercisable for the
first time by an individual during any calendar year under all incentive stock
option plans of the Company and its parent and subsidiary corporations exceeds
$100,000, such Incentive Stock Options shall be treated as Non-Qualified
Options. The Administrator shall determine, in accordance with applicable
provisions of the Code, Treasury regulations and other administrative
pronouncements, which of a Holder’s Incentive Stock Options will not constitute
Incentive Stock Options because of such limitation and shall notify the Holder
of such determination as soon as practicable after such determination. No
Incentive Stock Option shall be granted to an individual if, at the time the
Option is granted, such individual owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Company or of its
parent or subsidiary corporation, within the meaning of section 422(b)(6) of the
Code, unless (i) at the time such Option is granted the option price is at least
110% of the Market Value per Share of the Common Stock subject to the Option and
(ii) such Option by its terms is not exercisable after the expiration of five
years from the date of grant. Except as otherwise provided in section 421 or 422
of the Code, an Incentive Stock Option shall not be transferable otherwise than
by will or the laws of descent and distribution, and shall be exercisable during
the Holder’s lifetime only by such Holder or the Holder’s guardian or Personal
Representative.

    


    (d)           Option Grant Document. Each
Option shall be evidenced by a Grant Document in such form and containing such
provisions not inconsistent with the provisions of the Plan as the Administrator
from time to time shall approve, including, without limitation, provisions to
qualify an Option as an Incentive Stock Option under section 422 of the Code.
Each Option Grant Document shall specify the effect of termination of employment
or membership on the Board, as applicable, on the exercisability of the Option.
The terms and conditions of the respective Option Grant Documents need not be
identical.

    


    (e)           Option Price and Payment. The
price at which a share of Common Stock may be purchased upon exercise of an
Option shall be set forth in the Option Grant Document and shall be determined
by the Administrator but, subject to adjustment as provided in Section 12, such
purchase price shall not be less than the Market Value per Share of a share of
Common Stock on the date such Option is granted. The Option or portion thereof
may be exercised by delivery of an irrevocable notice of exercise, which may be
in electronic format, to the Company or to a third party administrator
designated by the Company. To the extent permitted by the Administrator, the
Holder of an Option may pay the Option purchase price, in whole or in part, by
delivery of a number of shares of Common Stock (plus cash if necessary) having a
fair market value (determined based upon the Market Value per Share) equal to
the Option purchase price of the portion of the Option being exercised. To the
extent permitted by the Administrator and applicable law, the Holder also may
exercise the Option through a “cashless exercise” of the Option pursuant to
procedures satisfactory to the Administrator with respect thereto. Separate
stock certificates shall be issued by the Company for those shares acquired
pursuant to the exercise of an Incentive Stock Option and for those shares
acquired pursuant to the exercise of any Non-Qualified Option.

    


    (f)           Stockholder Rights and Privileges.
The Holder of an Option or an SAR shall be entitled to all the rights and
privileges of a stockholder only with respect to such shares of Common Stock as
have been acquired under the Option or the SAR and for which certificates
representing such Common Stock have been registered in the Holder’s
name.

    


    (g)           SARs. A SAR provides the
Holder with a right to acquire, upon exercise of the right, Common Stock and/or,
in the sole discretion of the Administrator, cash having an aggregate value
equal to the then excess of the Market Value per Share of the shares with
respect to which the right is exercised over the exercise price therefor. The
Administrator shall retain final authority to determine whether a Holder shall
be permitted, and to approve any election by a Holder, to receive cash in full
or partial settlement of a SAR. The Administrator (concurrently with the grant
of an Option or subsequent to such grant) may, in its sole discretion, grant
SARs to any Holder of an Option. In the case of any SAR that is granted in
connection with an Incentive Stock Option, such SAR shall be exercisable only
when the Market Value per Share of the Common Stock exceeds the price specified
therefor in the Option or portion thereof to be surrendered. In the case of any
SAR that is granted in connection with an Option, the exercise of the SAR shall
result in the surrender of the right to purchase a number of shares under the
Option equal to the number of shares with respect to which the SAR is exercised
(and vice versa). In addition, a SAR may be granted independently of an Option
pursuant to a Grant Document in such form and containing such provisions not
inconsistent with the provisions of the Plan as the Administrator from time to
time shall approve; provided however that (i) the exercise price per share of
Common Stock subject to the SAR shall be determined by the Administrator but,
subject to adjustment as provided in Section 12, such exercise price shall not
be less than the Market Value per Share of a share of Common Stock on the date
such SAR is granted, (ii) the term of the SAR shall be as specified by the
Administrator at the date of grant, but in no event shall an SAR be exercisable
after the expiration of 10 years from the date of grant, and (iii) subject to
Section 5(d), the SAR shall be exercisable in whole or in such installments and
at such times as determined by the Administrator. Additional terms and
conditions governing any SAR may from time to time be prescribed by the
Administrator in its sole discretion.

    


    (h)           Options and SARs in Substitution for
Stock Options Granted by Other Entities. Options and SARs may be granted
under the Plan from time to time in substitution for stock options and such
rights held by individuals providing service to corporations or other entities
who become employees or Directors as a result of a merger or consolidation or
other business combination of the employing corporation with the Company or any
subsidiary.

    


    (i)           Repricing. Without the
affirmative vote of holders of a majority of the shares of Common Stock cast in
person or by proxy at a meeting of the stockholders of the Company at which a
quorum representing a majority of all outstanding shares is present or
represented by proxy, except for adjustments authorized under Section 12,
neither the Board nor the Administrator shall approve either (i) the
cancellation of outstanding Options or SARs and the grant in substitution
therefore of any new Awards under the Plan having a lower option or exercise
price than that of the cancelled Options or SARs specified on the original date
of grant, or (ii) the amendment of outstanding Options or SARs to reduce the
option or exercise price thereof below the price specified for such Award on the
original date of grant.  This Section 7(i) shall not be construed to
apply to “issuing or assuming a stock option in a transaction to which section
424(a) applies,” within the meaning of section 424 of the Code.

    


    8.
RESTRICTED STOCK AWARDS

    


    (a)           Stockholder Rights and Privileges.
Unless provided otherwise in the related Grant Document, each grant of
Restricted Stock pursuant to a Restricted Stock Award will constitute an
immediate transfer to the Holder of all stockholder rights and privileges with
respect to the shares of Common Stock subject to the Restricted Stock Award,
including record and beneficial ownership, the right to receive dividends and
all voting and other ownership rights, except that (i) the Holder shall not be
entitled to delivery of the stock certificate until the Forfeiture Restrictions
(defined in paragraph (b) below) have expired, (ii) the Company shall retain
custody of the stock until the Forfeiture Restrictions have expired, (iii) the
Holder may not sell, transfer, pledge, exchange, hypothecate, or otherwise
dispose of the stock underlying the Restricted Stock Award until the Forfeiture
Restrictions have expired, (iv) a breach of the terms and conditions established
by the Committee pursuant to the applicable Grant Document shall cause a
forfeiture of the Restricted Stock Award, and (v) with respect to the payment of
any dividend with respect to shares of Common Stock subject to the applicable
Grant Document directly to the Holder, each such dividend shall be paid no later
than the end of the calendar year in which the dividends are paid to
stockholders of such class of shares or, if later, the fifteenth day of the
third month following the date the dividends are paid to stockholders of such
class of shares.  At the time of such Award, the Committee may, in its
sole discretion, prescribe additional terms, conditions, or restrictions
relating to the Restricted Stock Award, including, but not limited to, rules
pertaining to the termination of employment or service (by retirement,
Disability, death, or otherwise) of a Holder prior to expiration of the
Forfeitures Restrictions. Such additional terms, conditions, or restrictions
shall be set forth in the Grant Document related to such Award.

    


    (b)           Substantial Risk of Forfeiture and
Restrictions on Transfer. Shares of Common Stock that are the subject of
a Restricted Stock Award shall be subject to one or more restrictions determined
by the Administrator in its sole discretion, including, without limitation, a
restriction that constitutes a “substantial risk of forfeiture” within the
meaning of section 83 of the Code and applicable interpretive authority
thereunder (the “Forfeiture Restrictions”).  Each Restricted Stock
Award may have different Forfeiture Restrictions, in the discretion of the
Administrator. The Administrator may provide that the Forfeiture Restrictions
shall lapse upon (i) the attainment of one or more Performance Measures, (ii)
the Holder’s continued employment with the Company or a subsidiary or continued
service as a Director for a specified period of time, (iii) the occurrence of
any event or the satisfaction of any other condition specified by the
Administrator in its sole discretion, or (iv) a combination of any of the
foregoing.  During such period or periods during which such Forfeiture
Restrictions are to continue and subject to the provisions of Section 5(d), the
transferability of the Restricted Stock subject to such restrictions will be
prohibited or restricted in a manner and to the extent prescribed by the
Administrator at the date of grant.

    


    (c)           Payment for Restricted
Stock.  The Administrator shall determine the amount and form
of any payment for Common Stock received pursuant to a Restricted Stock Award
(which payment may be an amount that is less than the Market Value per Share on
the date of grant); provided, however, that in the absence of such a
determination, a Holder shall not be required to make any payment for Common
Stock received pursuant to a Restricted Stock Award, except to the extent
otherwise required by law.

     

    (d)           Restricted Stock Grant Document.
Each grant of Restricted Stock shall be evidenced by a Grant Document in
such form and containing such provisions not inconsistent with the provisions of
the Plan as the Administrator from time to time shall approve. The terms and
conditions of the respective Restricted Stock Grant Documents need not be
identical.

    


    9.
PERFORMANCE AWARDS

    


    (a)           Performance
Period.  The Administrator shall establish, with respect to and
at the time of each Performance Award, the number of shares of Common Stock
subject to, or the maximum value of, the Performance Award and a performance
period over which the performance applicable to the Performance Award shall be
measured. A Performance Award may be granted in the form of a “restricted stock
unit” or “RSU” award or such other form as determined by the Administrator from
time to time.

    


    (b)           Performance
Measures.  A Performance Award shall be awarded to a Holder
contingent upon future performance of the Company or any subsidiary, division,
or department thereof during the performance period. To the extent that
compliance with section 162(m) of the Code is intended with respect to an Award,
the Committee shall establish the Performance Measures applicable to such
Performance Award within the applicable time period permitted by section 162(m)
of the Code, subject to adjustment thereto as may be determined by the
Administrator for changes in accounting principles and other specified
significant extraordinary items or events as permitted by section 162(m) of the
Code. The Administrator, in its sole discretion, may provide for an adjustable
(i) number of shares of Common Stock subject to the Performance Award or (ii)
value of the Performance Award based upon the level of achievement of
Performance Measures.

    


    (c)           Awards Criteria.  In
determining the value of Performance Awards, the Administrator may take into
account a Holder’s responsibility level, performance, potential, other Awards,
and such other considerations as it deems appropriate.  The
Administrator, in its sole discretion, may provide for a reduction in the number
of shares of Common Stock subject to the Performance Award or the value of a
Holder’s Performance Award during the performance period, if permitted by the
applicable Grant Document.

    


    (d)           Payment.  Following
the end of the performance period for a Performance Award (or at such other time
as the applicable Grant Document may provide, subject to Section 5(d)), the
Holder of a Performance Award shall be entitled to receive payment of an amount
not exceeding the number of shares of Common Stock subject to, or the maximum
value of, the Performance Award, based on the achievement of the Performance
Measures for such performance period, as determined by the Administrator and
certified by the Committee if and as required by section 162(m) of the Code.
Payment of a Performance Award may be made in cash, Common Stock (valued at the
Market Value per Share), or a combination thereof, as determined by the
Administrator.  Payment shall be made in a lump sum or in installments
as prescribed by the Committee. If a Performance Award covering shares of Common
Stock is to be paid in cash, such payment shall be based on the Market Value per
Share on the payment date or such other date, or averaged over such period, as
may be specified by the Committee in the applicable Grant Document.

    


    (e)           Termination of
Award.  A Performance Award shall terminate if the Holder does
not remain continuously in the employ (or in service as a Director) of the
Company or a subsidiary at all times during the applicable performance period,
except as otherwise set forth in the applicable Grant Document or determined by
the Administrator.

    


    (f)           Performance Award Grant
Document.  Each grant of a Performance Award shall be evidenced
by a Grant Document in such form and containing such provisions not inconsistent
with the provisions of the Plan as the Administrator from time to time shall
approve.  The terms and conditions of the respective Performance Award
Grant Documents need not be identical.

    


    
      	
               

            	
              10.  INCENTIVE
      AWARDS

            


    

    


    (a)           Incentive
Awards.  Incentive Awards are rights to receive shares of
Common Stock (or the Market Value per Share thereof), or rights to receive an
amount equal to any appreciation or increase in the Market Value per Share of
Common Stock over a specified period of time, which vest over a period of time,
subject to Section 5(d), as established by the Administrator, without
satisfaction of any performance criteria or objectives.  The
Administrator may, in its discretion, require payment or other conditions of the
Holder respecting any Incentive Award.  An Incentive Award may be
granted in the form of a “phantom stock” award or “restricted stock unit” or
“RSU” award or such other form as determined by the Administrator from time to
time.

    


    (b)           Award Period.  The
Administrator shall establish, with respect to and at the time of each Incentive
Award, a period over which the Award shall vest with respect to the
Holder.

    


    (c)           Awards Criteria.  In
determining the value of Incentive Awards, the Administrator shall take into
account a Holder’s responsibility level, performance, potential, other Awards,
and such other considerations as it deems appropriate.

    


    (d)           Payment.  Following
the end of the vesting period for an Incentive Award (or at such other time as
the applicable Grant Document may provide), the Holder of an Incentive Award
shall be entitled to receive payment of an amount, not exceeding the maximum
value of the Incentive Award, based on the then vested value of the
Award.  Payment of an Incentive Award may be made in cash, Common
Stock (valued at the Market Value per Share), or a combination thereof as
determined by the Administrator.  Payment shall be made in a lump sum,
except as otherwise set forth in the applicable Grant Document. Cash dividend
equivalents may be paid during or after the vesting period with respect to an
Incentive Award, as determined by the Administrator.

    


    (e)           Termination of
Award.  An Incentive Award shall terminate if the Holder does
not remain continuously in the employ (or in service as a Director) of the
Company or a subsidiary at all times during the applicable vesting period,
except as otherwise set forth in the applicable Grant Document or determined by
the Administrator.

    


    (f)           Incentive Award Grant
Document.  Each grant of an Incentive Award shall be evidenced
by a Grant Document in such form and containing such provisions not inconsistent
with the provisions of the Plan as the Administrator from time to time shall
approve.  The terms and conditions of the respective Incentive Award
Grant Documents need not be identical.

    


    11.
OTHER STOCK AWARDS

     

    (a)           Other Stock
Awards.  Each Other Stock Award granted to a Holder shall
constitute a transfer of unrestricted shares of Common Stock on such terms and
conditions as the Administrator shall determine.  Other Stock Awards
shall be made in shares of Common Stock and, subject to Section 5(d), need not
be subject to performance criteria or objectives or to
forfeiture.  The purchase price, if any, for shares of Common Stock
issued in connection with an Other Stock Award shall be determined by the
Administrator in its sole discretion.

    


    (b)           Other Stock Award Grant
Document.  Each grant of an Other Stock Award shall be
evidenced by a Grant Document in such form and containing such provisions not
inconsistent with the provisions of the Plan as the Administrator from time to
time shall approve.  The terms and conditions of the respective Other
Stock Award Grant Documents need not be identical.

    


    12.
RECAPITALIZATION, REORGANIZATION AND OTHER CHANGES

    


    (a)           No Effect on Right or Power.
The existence of the Plan and the Awards granted hereunder shall not
affect in any way the right or power of the Board or the stockholders of the
Company or any subsidiary to make or authorize any adjustment, recapitalization,
reorganization or other change in the Company’s or any subsidiary’s capital
structure or its business, any merger or consolidation of the Company or any
subsidiary, any issue of debt or equity securities ahead of or affecting Common
Stock or the rights thereof, the dissolution or liquidation of the Company or
any subsidiary or any sale, lease, exchange or other disposition of all or any
part of its assets or business or any other corporate act or
proceeding.

    


    (b)           Subdivision or Consolidation of
Shares; Common Stock Dividends.  The shares with respect to
which Awards may be granted are shares of Common Stock as presently constituted,
but if, and whenever, prior to the expiration of an Award theretofore granted,
the Company shall effect a subdivision or consolidation of shares of Common
Stock or the payment of a Common Stock dividend on Common Stock without receipt
of full consideration by the Company, the number of shares of Common Stock with
respect to which such Award may thereafter be exercised or satisfied, as
applicable, (i) in the event of an increase in the number of outstanding shares,
shall be proportionately increased, and, if applicable, the purchase price per
share shall be proportionately reduced, and (ii) in the event of a reduction in
the number of outstanding shares, shall be proportionately reduced, and, if
applicable, the purchase price per share shall be proportionately
increased.  Any fractional share resulting from such adjustment shall
be rounded up or down to the next whole share as determined by the
Administrator.  Further, the Committee shall have the authority to
make such further adjustments to Awards pursuant to this paragraph as necessary
to avoid adverse accounting effects or to satisfy regulatory
requirements.

     

    (c)           Adjustments to Options and
SARs.  If the Company recapitalizes, reclassifies its capital
stock, or otherwise changes its capital structure (a “recapitalization”), the
number and class of shares of Common Stock or other property (including cash)
covered by an Option or SAR theretofore granted and, if applicable, the purchase
price of Common Stock or other property subject to such Option or SAR shall be
adjusted so that such Option or SAR shall thereafter cover the number and class
of shares of stock and other property to which the Holder would have been
entitled pursuant to the terms of the recapitalization if, immediately prior to
the recapitalization, the Holder had been the holder of record of the number of
shares of Common Stock then covered by such Option or SAR.

     

    If (i)
the Company shall not be the surviving entity in any merger or consolidation (or
survives only as a subsidiary of an entity), (ii) the Company sells, leases, or
exchanges or agrees to sell, lease, or exchange all or substantially all of its
assets to any other person or entity, or (iii) the Company is dissolved and
liquidated (each such event is referred to herein as a “Corporate Change”),
then, the Committee, acting in its sole discretion without the consent or
approval of any Holder, shall effect one or more of the following alternatives
in an equitable and appropriate manner to prevent dilution or enlargement of the
benefits or potential benefits intended to be made available under the Plan,
which alternatives may vary among individual Holders and which may vary among
Options or SARs held by any individual Holder:

     

    
      	
               
      

            	
              (1)

            	
              accelerate
      the time at which Options or SARs then outstanding may be exercised so
      that such Awards may be exercised in full for a limited period of time on
      or before a specified date (before or after such Corporate Change) fixed
      by the Committee, after which specified date all such unexercised Awards
      and all rights of Holders thereunder shall
  terminate,

            


    

     

    
      	
               
      

            	
              (2)

            	
              require
      the mandatory surrender to the Company by all or selected Holders of some
      or all of the outstanding Options or SARs held by such Holders
      (irrespective of whether such Awards are then exercisable under the
      provisions of the Plan) as of a date, before or after such Corporate
      Change, specified by the Committee, in which event the Company shall
      thereupon cancel such Awards and shall pay (or cause to be paid) to each
      Holder an amount of cash per share equal to the excess, if any, of the
      Corporate Change Value (as defined below) of the shares subject to such
      Awards over the exercise price(s) under such Awards for such shares,
      or

            


    

     

    
      	
               
      

            	
              (3)

            	
              make
      such adjustments to Options or SARs then outstanding as the Committee
      deems appropriate to reflect such Corporate Change and to prevent the
      dilution or enlargement of rights (provided, however, that the Committee
      may determine in its sole discretion that no adjustment is necessary to
      such Awards then outstanding), including, without limitation, adjusting
      such an Award to provide that the number and class of shares of Common
      Stock covered by such Award shall be adjusted so that such Award shall
      thereafter cover securities of the surviving or acquiring corporation or
      other property (including, without limitation, cash) as determined by the
      Committee in its sole discretion.

            


    

     

    For the
purposes of this Section 12(c), the “Corporate Change Value” shall equal the
amount determined in clause (A) or (B), whichever is applicable, as follows: (A)
the per share price offered to stockholders of the Company in any such merger,
consolidation, sale of assets or dissolution transaction, or (B) if a Corporate
Change occurs other than pursuant to an offer to stockholders, the fair market
value per share of the shares into which such Options or SARs being surrendered
are exercisable, as determined by the Committee as of the date determined by the
Committee (in accordance with section 409A of the Code to the extent applicable)
to be the date of cancellation and surrender of such Awards.  In the
event that the consideration in any transaction described in this Section 12(c)
above consists of anything other than cash, the Committee shall determine the
fair cash equivalent of the portion of the consideration offered which is other
than cash.

    


    (d)           Other Changes in Common Stock and
Company Transactions. In the event of changes in the outstanding Common
Stock or corporate transactions involving the Company, including, but not
limited to, recapitalizations, reorganizations, mergers, consolidations,
combinations, split-ups, split-offs, spin-offs, stock splits, exchanges,
liquidations, issuances of rights or warrants, or other relevant changes in
capitalization or distributions (other than ordinary dividends) to the holders
of Common Stock occurring after the date of the grant of any Award, and not
otherwise provided for in this Section 12 with respect to such Award, then such
Award and the related Grant Document shall be subject to adjustment by the
Committee at its sole discretion in a timely, equitable and appropriate manner
to prevent dilution or enlargement of the benefits or potential benefits
intended to be made available under such Award (including, without limitation,
adjustments as to the number and price of shares of Common Stock or other
consideration subject to such Award).  In the event of any such change
in the outstanding Common Stock, corporate transaction or distribution to the
holders of Common Stock, or upon the occurrence of any other event described in
this Section 12, the aggregate maximum number of shares available under the
Plan, the aggregate maximum number of shares that may be issued under the Plan
through Incentive Stock Options, the kind of shares that may be delivered under
the Plan and the provisions of Section 5(a) imposing limits on the numbers of
shares of Common Stock covered by Awards granted or issued under the Plan shall
be adjusted appropriately by the Committee.  Adjustments to Awards
pursuant to this paragraph may include, but shall not be limited to, (i)
adjustments to the number and kind of shares subject to outstanding Awards, (ii)
adjustments of the purchase price or exercise price, if applicable, of
outstanding Awards, (iii) replacement of Awards with other Awards that the
Committee determines have comparable value and which are based on stock of a
company resulting from the transaction, and (iv) cancellation of an Award in
return for a payment of cash, property or a combination thereof having an
aggregate value equal to the current value of the Award (as determined by the
Committee). Notwithstanding the foregoing, (x) adjustments pursuant to this
Section 12 shall be subject to any required stockholder action and (y) to the
extent required by section 409A of the Code, no adjustment shall be made in a
manner that would give rise to an impermissible acceleration of the time or form
of a payment of a benefit under the Plan pursuant to section 409A(a)(3) of the
Code and any regulations or guidance issued thereunder.

    


    (e)           Change in Control. As used in
the Plan (except as otherwise provided in an applicable Grant Document), the
term “Change in Control” shall mean:

    


    (aa) any
person (within the meaning of Section 13(d) or 14(d) under the Exchange Act,
including any group (within the meaning of Section 13(d)(3) under the Exchange
Act), a “Person”) is or
becomes the “beneficial owner” (as
such term is defined in Rule 13d-3 promulgated under the Exchange Act), directly
or indirectly, of securities of the Company (such Person being referred to as an
“Acquiring
Person”) representing 25% or more of the combined voting power of the
Company’s outstanding securities; other
than beneficial ownership by (i) the Company or any subsidiary of the
Company, or (ii) any employee benefit plan of the Company or any Person
organized, appointed or established pursuant to the terms of any such employee
benefit plan (unless such plan or Person is a party to or is utilized in
connection with a transaction led by Outside Persons (as defined below)), or
(iii) a Person who files a Schedule 13G with the Securities and Exchange
Commission pursuant to the requirements of Rule 13d-1 under the Exchange Act,
with respect to its holdings of the Company’s voting securities (“Schedule 13G”), if
and for so long as such Person is and remains eligible to file a Schedule 13G
with respect to its holdings of the Company’s voting
securities.  (Persons referred to in clauses (i) through (iii) hereof
are hereinafter referred to as “Excluded Persons”);
or

    


    (bb)
individuals who constituted the Board as of December 1, 2009 (the “Incumbent Board”)
cease for any reason to constitute at least a majority of the Board, provided
that any individual becoming a director on or after December 1, 2009 whose
appointment to fill a vacancy or to fill a new Board position or whose
nomination for election by the Company’s stockholders was approved by a vote of
at least a majority of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the Incumbent Board;
or

    


    (cc) the
Company merges with or consolidates into or engages in a reorganization or
similar transaction with another entity pursuant to a transaction in which the
Company is not the “Controlling Corporation” (as defined below); or

    


    (dd) the
Company sells or otherwise disposes of all or substantially all of its assets,
other than to Excluded Persons.

    


    For
purposes of clause (aa) above, the term “Outside Persons”
means any Persons other than (I) Persons described in clauses (aa)(i) or (iii)
above (as to Persons described in clause (aa)(iii) above, while they are
Excluded Persons) and (II) members of senior management of the Company in office
immediately prior to the time the Acquiring Person acquires the beneficial
ownership described in clause (aa).

    


    For
purposes of clause (cc) above, the Company shall be considered to be the “Controlling
Corporation” in any merger, consolidation, reorganization or similar
transaction unless either (1) the stockholders of the Company immediately prior
to the consummation of the transaction (the “Old Stockholders”)
would not, immediately after such consummation, beneficially own, directly or
indirectly, securities of the resulting or acquiring entity entitled to elect a
majority of the members of the Board of Directors or other governing body of the
resulting entity or (2) those persons who were Directors of the Company
immediately prior to the consummation of the proposed transaction would not,
immediately after such consummation, constitute a majority of the directors of
the resulting entity, provided that (I) there shall be excluded from the
determination of the voting power of the Old Stockholders securities in the
resulting entity beneficially owned, directly or indirectly, by the other party
to the transaction and any such securities beneficially owned, directly or
indirectly, by any Person acting in concert with the other party to the
transaction, (II) there shall be excluded from the determination of the voting
power of the Old Stockholders securities in the resulting entity acquired in any
such transaction other than as a result of the beneficial ownership of Company
securities prior to the transaction and (III) persons who are directors of the
resulting entity shall be deemed not to have been Directors of the Company
immediately prior to the consummation of the transaction if they were elected as
Directors of the Company within 90 days prior to the consummation of the
transaction.

    


    13.
AMENDMENT AND TERMINATION

    


    (a)           The Plan.  Subject
to the last sentence of Section 3 hereof, the Board in its discretion may
terminate the Plan at any time with respect to any shares of Common Stock for
which Awards have not theretofore been granted.  Subject to Section
13(c) hereof, the Board shall have the right to amend the Plan or any part
thereof from time to time, and the Administrator may amend any Award (and its
related Grant Document) at any time, except as otherwise specifically provided
in such Grant Document; provided that no change in any Award theretofore granted
may be made which would impair the rights of the Holder thereof without the
consent of such Holder, and provided further that the Board may not, without
approval of the stockholders of the Company, amend the Plan to (i) increase the
maximum aggregate number of shares that may be issued under the Plan, (ii)
increase the maximum aggregate number of shares that may be issued under the
Plan pursuant to Incentive Stock Options, (iii) change the class of individuals
eligible to receive Awards under the Plan, or (iv) amend or delete Section
7(i).  Notwithstanding the foregoing, prior to the date of stockholder
approval of the Plan at the Company’s 2010 annual stockholder meeting, the Board
may authorize the Committee to amend the Plan or any part thereof, including but
not limited to the provisions referenced in clauses (i) thru (iv)
above.

    


    (b)           Grant
Documents.  Subject to the consent of the Holder and the
restrictions set forth in the Plan, the Administrator may, in its sole
discretion, amend an outstanding Grant Document from time to time in any manner
that is not inconsistent with the provisions of the Plan.

    


    (c)           Stockholder Approval
Requirements.  To the extent stockholder approval of an
amendment to the Plan is necessary to satisfy (i) the requirements of Rule 16b-3
or (ii) any securities exchange listing requirements of the New York Stock
Exchange or other securities exchange on which the Common Stock is then listed,
no such amendment shall be effective unless and until so approved by the
stockholders of the Company.

    


    14.
MISCELLANEOUS

    


    (a)           No Right to an Award. Neither
the adoption of the Plan nor any action of the Board or the Administrator shall
be deemed to give an employee or Director any right to be granted an Award
except as may be evidenced by a Grant Document from the Company reflecting a
grant by the Company of an Award to such person and setting forth the terms and
conditions thereof. The Plan shall be unfunded. The Company shall not be
required to establish any special or separate fund or to make any other
segregation of funds or assets to assure the performance of its obligations
under any Award.

    


    (b)           No Employment or Membership Rights
Conferred. Nothing contained in the Plan shall (i) confer upon any
employee any right with respect to continuation of employment with the Company
or any subsidiary or (ii) interfere in any way with the right of the Company or
any subsidiary to terminate his or her employment at any time. Nothing contained
in the Plan shall confer upon any Director any right with respect to
continuation of membership on the Board.  For purposes of the Plan,
except as otherwise determined by the Administrator, an employee shall be
considered to be in the employment of the Company as long as the employee
remains an employee of (1) the Company, (2) a parent corporation with respect to
the Company, (3) a subsidiary, or (4) a corporation or a parent or subsidiary of
such corporation assuming or substituting a new award for an Award granted under
the Plan.  Without limiting the scope of the preceding sentence and
except as otherwise determined by the Administrator, an employee shall be
considered to have terminated employment with the Company at the time of the
termination of the “subsidiary” status under the Plan of the entity or other
organization that employs such employee.  Any question as to whether
and when there has been a termination of such employment, and the cause of such
termination, shall be determined by the Administrator and its determination
shall be final.

    


    (c)           Compliance with Laws. The
grant of Awards and the issuance of Common Stock pursuant to any Award shall be
subject to compliance with all applicable requirements of federal, state, local
and foreign law with respect to such securities and the requirements of any
stock exchange upon which the Common Stock may then be listed. The Company shall
not be obligated to issue any Common Stock pursuant to any Award granted under
the Plan at any time when the shares covered by such Award have not been
registered under the Securities Act of 1933, as amended, and such other state
and federal laws, rules, and regulations as the Company or the Administrator
deems applicable or, in the opinion of legal counsel for the Company, there is
no exemption from the registration requirements of such laws, rules, and
regulations available for the issuance and sale of such shares.  The
Administrator shall have the right to suspend the right of any Holder to
exercise an Option during any period in which the Administrator deems such
suspension to be necessary or appropriate to comply with applicable laws, rules,
and regulations.

    


    (d)           Withholding. The Company shall
have the right to (i) make deductions from any settlement or exercise of an
Award made under the Plan, including the delivery of shares, or require shares
or cash or both be withheld from any Award, in each case in an amount sufficient
to satisfy withholding of any taxes required by law, or (ii) take such other
action as may be necessary or appropriate to satisfy any such tax withholding
obligations. The Administrator may determine the manner in which such tax
withholding may be satisfied, and may permit shares of Common Stock (together
with cash, as appropriate) to be used to satisfy required tax withholding based
on the Market Value per Share of any such shares of Common Stock.

    


    (e)           No Restriction on Corporate Action.
Subject to the restrictions contained in Section 13, nothing contained in
the Plan shall be construed to prevent the Company or any subsidiary from taking
any corporate action, whether or not such action would have an adverse effect on
the Plan or any Award granted hereunder. No employee, Director, beneficiary or
other person shall have any claim against the Company or any subsidiary as a
result of any such action.

    


    (f)           Restrictions on Transfer. An
Award (other than an Incentive Stock Option, which shall be subject to the
transfer restrictions set forth in Section 7(c)) shall not be transferable
otherwise than (i) by will or the laws of descent and distribution, (ii)
pursuant to a qualified domestic relations order as defined by the Code or Title
I of the Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder, or (iii) with the consent of the Administrator. In the
discretion of the Administrator, a percentage (determined by the Administrator
and set forth in the applicable Grant Document) of the aggregate shares of
Common Stock obtained from exercises of an Option (which percentage may be
satisfied out of particular exercises as determined by the Administrator and set
forth in the applicable Grant Document) shall not be transferable prior to the
earliest to occur of (x) the termination of the relevant Option term (or such
shorter period as may be determined by the Administrator and set forth in the
Grant Document), (y) the Holder’s retirement, death or Disability, or (z)
termination of the Holder’s employment with the Company and its
subsidiaries.

    


    (g)           Governing
Law. The Plan shall be construed in accordance with the laws of the State of
Texas, without regard to conflicts of laws principles thereof.