ex10_4.htm


    
      

    

    Exhibit
10.4

     

      Amended
9/28/01

     Amended
12/16/02

     Amended
3/11/05

     Amended
2/17/06

     Amended
12/5/08

    AMENDED
TO REFLECT 2-for-1 STOCK SPLIT EFFECTIVE 3/11/05 & 2/17/06

    


    AETNA
INC.

    2000
STOCK INCENTIVE PLAN

    


    
      	
              SECTION
      1.

            	
              PURPOSE.

            


    

    


    The
purposes of this Plan are to promote the interests of the Company and its
shareholders, and further align the interests of shareholders and Participants
by:

     

    (i)  motivating
Participants through Awards tied to total return to shareholders (i.e.,
stock  price appreciation and dividends);

     

    (ii)  attracting
and retaining outstanding individuals as Participants;

     

    (iii)  enabling
Participants to acquire additional equity interests in the Company;

     

    (iv)  providing
compensation opportunities dependent upon the Company's performance relative to
its competitors and changes in its own performance over time; and

     

    (v)  providing
for the grant of Adjusted Options in connection with the transactions under the
Merger Agreement pursuant to which the Company ceased to be a wholly-owned
subsidiary of Aetna, Inc., a Connecticut corporation (the “Former Parent”).

     

    


    
      	
              SECTION
      2.

            	
              DEFINITIONS.

            


    

    


    “ADJUSTED OPTION” shall mean an
Option which is granted under Section 10 in substitution for an outstanding
option previously granted by the Former Parent.

     

    “AFFILIATE” shall mean any
corporation or other entity (other than the Company or one of its Subsidiaries)
in which the Company directly or indirectly owns at least twenty percent (20%)
of the combined voting power of all classes of stock of such entity or at least
twenty percent (20%) of the ownership interests in such entity.

     

    “AWARD” shall mean an Adjusted
Option and any other grant or award under the Plan, as evidenced in a written
document delivered to a Participant as provided in Section 13(b).

     

    “BOARD” shall mean the Board of
Directors of the Company.

     

    “CAUSE” shall mean (i) the
willful failure by the Participant to perform substantially the Participant’s
duties as an employee of the Company (other than due to physical or mental
illness) after reasonable notice to the Participant, (ii) the Participants
engaging in serious misconduct that is injurious to the Company, any Subsidiary
or any Affiliate, (iii) the Participants having been convicted of, or entered a
plea of nolo contendere to, a crime that constitutes a felony, (iv) the breach
by the Participant of any written covenant or agreement not to compete with the
Company, 

     

     

    
      
         


      

      
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    any Subsidiary or
any Affiliate or (v) the breach by the Participant of his or her duty of loyalty
to the Company which shall include, without limitation, (A) the disclosure by
the Participant of any confidential information pertaining to the Company, any
Subsidiary or any Affiliate, (B) the harmful interference by the Participant in
the business or operations of the Company, any Subsidiary or any Affiliate, (C)
any attempt by the Participant directly or indirectly to induce any employee,
insurance agent, insurance broker or broker-dealer of the Company, any
Subsidiary or any Affiliate to be employed or perform services elsewhere, (D)
any attempt by the Participant directly or indirectly to solicit the trade of
any customer or supplier, or prospective customer or supplier, of the Company or
(E) any breach or violation of the Companys Code of
Conduct.


    “CODE” shall mean the Internal
Revenue Code of 1986, as amended, and the regulations thereunder.

     

    "COMMITTEE" shall mean a
committee of the Board as may be designated by the Board to administer the Plan,
which, to the extent necessary to comply with Section 16 of the Exchange Act and
Section 162 (m) of the Code, shall consist of at least two directors of the
Company chosen by the Board each of whom is a "non-employee director" within the
meaning of Rule 16b-3 under the Exchange Act and an "outside director" within
the meaning of Section 162(m).

     

    “COMMON STOCK” shall mean the
common stock, $.01 par value, of the Company.

     

    “COMPANY” shall mean Aetna
Inc., a Pennsylvania corporation.

     

    “ELIGIBLE EMPLOYEE” shall mean
each employee of the Company, its Subsidiaries or its Affiliates, but shall not
include directors who are not employees of such entities; provided that, in the
case of the Adjusted Options, the term Eligible Employee shall mean each person
who is eligible to receive an Adjusted Option.  Any individual the
Company designates as, or otherwise determines to be, an independent contractor
shall not be considered an Eligible Employee, and such designation or
determination shall govern regardless of whether such individual is ultimately
determined to be an employee pursuant to the Code or any other applicable
law.

     

    "EMPLOYMENT" shall mean, for
purposes of determining whether a termination of employment has occurred under
the Plan, continuous and regular salaried employment with the Company, a
Subsidiary or an Affiliate, which shall include (unless the Committee shall
otherwise determine) any period of vacation, any approved leave of absence or
any salary continuation or severance pay period and, at the discretion of the
Committee, may include service with any former Subsidiary or Affiliate of the
Company. For this purpose, regular salaried employment means scheduled
employment of at least 20 hours per week.

     

    “EXCHANGE ACT” shall mean the
Securities Exchange Act of 1934, as amended from time to time.

     

    “EXECUTIVE OFFICER” shall mean
those persons who are officers of the Company within the meaning of Rule
16a-l(f) of the Exchange Act.

     

    “FAIR MARKET VALUE” shall mean
on any date, with respect to a share of Common Stock, the closing price of a
share of Common Stock as reported by the Consolidated Tape of New York Stock
Exchange Listed Shares on such date, or, if no shares were traded on such
Exchange on such date, on the next date on which the Common Stock is
traded.

     

    “FUNDAMENTAL CORPORATE EVENT”
shall mean any stock dividend, extraordinary cash dividend, recapitalization,
reorganization, merger, consolidation, split-up, spin-off, combination, exchange
of shares, offering to purchase Common Stock at a price substantially below fair
market value, or other similar event.


    
      
         


      

      
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    “INCENTIVE STOCK” shall mean an
Award of Common Stock granted under Section 7 which may become vested and
nonforfeitable upon the passage of time and/or the attainment, in whole or in
part, of performance objectives determined by the Committee.

     

    “INCENTIVE STOCK OPTION” shall
mean an option which is intended to meet the requirements of Section 422 of the
Code.

     

    “INCENTIVE UNIT” shall mean an
Award of a contractual right granted under Section 7 to receive Common Stock
(or, at the discretion of the Committee, cash based on the Fair Market Value of
the Common Stock) which may become vested and nonforfeitable upon either the
passage of time and/or the attainment, in whole or in part, of performance
objectives determined by the Committee.

     

    “MERGER AGREEMENT” shall mean
the Agreement and Plan of Restructuring and Merger among ING America Insurance
Holdings, Inc., ANB Acquisition Corp., the Former Parent and for limited
purposes only, ING Groep N.V., dated as of July 19, 2000.

     

    “MERGER DATE” shall mean the
date of the closing of the transactions contemplated by the Merger
Agreement.

     

    “NONSTATUTORY STOCK OPTION”
shall mean an Option which is not intended to be an Incentive Stock
Option.

     

    “OPTION” shall mean the right
granted under Section 5 to purchase the number of shares of Common Stock
specified by the Committee, at a price and for the term fixed by the Committee
in accordance with the Plan and subject to any other limitations and
restrictions as this Plan and the Committee shall impose, and shall include both
Incentive Stock Options and Nonstatutory Stock Options.

     

    “OTHER STOCK-BASED AWARD” shall
mean any right granted under Section 8.

     

    “PARTICIPANT” shall mean an
Eligible Employee who is selected by the Committee to receive an Award under the
Plan and any recipient of an (i) Adjusted Option granted under Section 10 or
(ii) Substitute Award as contemplated under Section 4(c).

     

    “PLAN” shall mean the Aetna
Inc. 2000 Stock Incentive Plan, described herein, and as may be amended from
time to time.

     

    “PRIOR PLAN” shall mean,
collectively, the Aetna Inc. 1996 Stock Incentive Plan and the Aetna Inc. 1998
Stock Incentive Plan.

     

    “RESTRICTED PERIOD” shall mean
the period during which a grant of Incentive Stock or Incentive Units is subject
to forfeiture.

     

    “SECTION 409A” shall mean
Section 409A of the Code and the regulations issued thereunder, as may be
amended from time to time.

     

    “STOCK APPRECIATION RIGHT”
shall mean a right granted under Section 6.

     

    “SUBSIDIARY” shall mean any
entity of which the Company possesses directly or indirectly fifty percent (50%)
or more of the total combined voting power of all classes of stock of such
entity.

     

    
      
         


      

      
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    “SUBSTITUTE AWARDS” shall mean
Awards granted in assumption of, or in substitution for, outstanding awards
previously granted by a company acquired by the Company or with which the
Company combines.

     

    SECTION
3.        ADMINISTRATION.

     

    The Plan
shall be administered by the Committee. The Committee shall have the
responsibility of construing and interpreting the Plan and of establishing and
amending such rules and regulations as it deems necessary or desirable for the
proper administration of the Plan. Any decision or action taken or to be taken
by the Committee, arising out of or in connection with the construction,
administration, interpretation and effect of the Plan and of its rules and
regulations, shall, to the maximum extent permitted by applicable law, be within
its absolute discretion (except as otherwise specifically provided herein) and
shall be conclusive and binding upon all Participants and any person claiming
under or through any Participant.

     

    Subject
to the terms of the Plan and applicable law, and in addition to other express
powers and authorizations conferred on the Committee by the Plan, the Committee
shall have full power and authority to: (i) designate Participants; (ii)
determine the type or types of Awards, if any, to be granted to an Eligible
Employee: (iii) determine the number of shares of Common Stock to be covered by,
or with respect to which payments, rights, or other matters are to be calculated
in connection with, Awards: (iv) determine the terms and conditions of any
Award: (v) determine whether, to what extent, and under what circumstances
Awards may be settled or exercised in cash, Common Stock, other securities,
other Awards or other property, or canceled, forfeited, or suspended and the
method or methods by which Awards may be settled, exercised, canceled,
forfeited, or suspended; (vi) determine whether, to what extent, and under what
circumstances, cash, Common Stock, other securities, other Awards, other
property, and other amounts payable with respect to an Award shall be deferred
either automatically or at the election of the holder thereof or of the
Committee: (vii) interpret and administer the Plan and any instrument or
agreement relating to, or Award made under, the Plan; (viii) establish, amend,
suspend, or waive such rules and regulations and appoint such agents as it shall
deem appropriate for the proper administration of the Plan: and (ix) make any
other determination and take any other action that the Committee deems necessary
or desirable for the administration of the Plan  (including
authorizing another committee of the Board to designate Participants or make
Awards under the Plan within limits prescribed by the Committee).

     

    SECTION
4.        SHARES AVAILABLE FOR
AWARDS.

     

    (a)  Shares Available for
Issuance. The maximum number of shares of Common Stock in respect of
which Awards may be made under the Plan shall be a total of 7,000,000 shares of
Common Stock plus (i) the number of shares of Common Stock to be delivered upon
exercise of the Adjusted Options and (ii) the number of shares required to
satisfy any outstanding incentive unit awards under the Prior Plan.
Notwithstanding the foregoing, but subject to the provisions of Section 4(b), in
no event shall the number of shares of Common Stock issued under the Plan with
respect to (x) Incentive Stock Options exceed 5,000,000, (y) Incentive Stock or
Incentive Units exceed 2,235,000 or (z) Other Stock-Based Awards exceed
1,000,000.  Shares of Common Stock may be made available from the
authorized but unissued shares of the Company or from shares held in the
Companys treasury and not reserved for some other purpose. In the event that any
Award is paid solely in cash, no shares shall be deducted from the number of
shares available for issuance by reason of such Award. Shares of Common Stock
subject to Awards that are forfeited, terminated, canceled or settled without
the delivery of Common Stock under the Plan will again be available for Awards
under the Plan, as will (A) shares of Common Stock tendered (either actually or
by attestation) to the Company in satisfaction or partial satisfaction of the
exercise price of any Award under either the Plan and (B) shares of Common Stock
repurchased on the open market with remittances from the exercise of options
granted under the Plan (including authorizing another Committee of the Board to
designate Participants or make Awards under the Plan within limits prescribed by
the Committee). (As of
3/11/05  the remaining shares available for issuance


      
        
           


        

        
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    were
adjusted  to reflect the Company’s 2-for-one stock split.) ( As of
2/17/06 the remaining shares available for issuance were adjusted to reflect the
Company’s 2-for-one stock split.)

       

    

    (b)  Adjustment for Corporate
Transactions.  In the event that the Committee shall determine
that any Fundamental Corporate Event affects the Common Stock such that an
adjustment is required to preserve, or to prevent enlargement of, the benefits
or potential benefits made available under this Plan, then the Committee shall,
in such manner as the Committee may deem equitable, adjust any or all of (i) the
number and kind of shares which thereafter may be awarded or optioned and sold
or made the subject of Awards under the Plan, (ii) the number and kinds of
shares subject to outstanding Awards and (iii) the grant, exercise or conversion
price with respect to any of the foregoing. Additionally, the Committee may make
provisions for a cash payment to a Participant or a person who has an
outstanding Award; to the extent such an Award constitutes “deferred
compensation” within the meaning of Section 409A, no such provision shall change
the timing or form of payment of such Award unless such change is permitted
under Section 409A.  However, the number of shares subject to any
Award shall always be a whole number.

     

    (c)  Substitute Awards. Any shares
of Common Stock underlying Substitute Awards shall not, except in the case of
shares with respect to which Substitute Awards are granted to Participants who
are officers or directors of the Company for purposes of Section 16 of the
Exchange Act or any successor section thereto, be counted against the Shares
available for Awards under the Plan.

     

    SECTION
5.        STOCK OPTIONS.

     

    (a)  Grant.  Subject to
the provisions of the Plan, the Committee shall have the authority to grant
Options to an Eligible Employee and to determine (i) the number of shares to be
covered by each Option, (ii) subject to Section 5(b), the exercise price of the
Option and (iii) the conditions and limitations applicable to the exercise of
the Option. Notwithstanding the foregoing, in no event shall the Committee grant
any Participant Options (i) for more than 3,200,000 shares of Common Stock in
respect of any year in which the Plan is in effect, as such number may be
adjusted pursuant to Section 4(b). In the case of Incentive Stock Options, the
terms and conditions of such grants shall be subject to and comply with Section
422 of the Code and the regulations thereunder.

     

    (b)  Exercise
Price.  Except in the case of Adjusted Options, Substitute
Awards or Options granted in lieu of payment for compensation earned by an
Eligible Employee of the Company, the exercise price of an Option shall not be
less than 100% of the Fair Market Value on the date of grant.

     

    (c)  Exercise.  Each
Option shall be exercised at such times and subject to such-terms and conditions
as the Committee may specify at the time of the applicable Award or thereafter.
No shares shall be delivered pursuant to any exercise of an Option unless
arrangements satisfactory to the Committee have been made to assure full payment
of the exercise price therefor. Without limiting the generality of the
foregoing, payment of the exercise price may be made in cash or its equivalent
or, if and to the extent permitted by the Committee, by exchanging shares of
Common Stock owned by the optionee (which are not the subject of any pledge or
other security interest or which, in the case of Incentive
Stock, are fully vested) either actually or by attestation, or by a combination
of the foregoing, provided that the combined value of all cash and cash
equivalents and the Fair Market Value of any such Common Stock so tendered to
the Company, valued as of the date of such tender, is at least equal to such
exercise price.

     

     

    (d)  Incentive Stock Option Annual
Limit.  The aggregate Fair Market Value (determined as of the
date the Incentive Stock Option is granted) of the Common Stock with respect to
which Incentive Stock Options are exercisable for the first time by an Eligible
Employee during any calendar year (counting Incentive Stock Options under this
Plan and under any other stock option 

     

     

    
      
        
        

      

      
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    plan
of the Company or a subsidiary) shall not exceed $100,000.  If an
Option intended to be an Incentive Stock Option is granted to an Eligible
Employee and the Option may not be treated in whole or in part as an Incentive
Stock Option pursuant to the $100,000 limitation, the Option shall be treated as
an Incentive Stock Option to the extent it may be so treated under the
limitation and as a Nonstatutory Stock Option as to the
remainder.  For purposes of determining whether an Incentive Stock
Option would cause the limitation to be exceeded, Incentive Stock Options shall
be taken into account in the order granted.  The annual limit set
forth above shall not apply to Nonstatutory Stock Options.

     

    SECTION
6.        STOCK APPRECIATION
RIGHTS.

     

    (a)  Grant of Stock Appreciation
Rights.  The Committee shall have the authority to grant Stock
Appreciation Rights in tandem with an Option, in addition to an Option, or
freestanding and unrelated to an Option. Notwithstanding the foregoing, in no
event shall the Committee grant any Participant Stock Appreciation Rights (i)
for more than 2,000,000 shares of Common Stock in respect of any year in which
the Plan is in effect, as such number may be adjusted pursuant to Section 4(b)
and (ii) with a term exceeding 10 years (or the term of the underlying Incentive
Stock Option in the case of a Stock Appreciation Right granted in tandem with an
Incentive Stock Option).  Stock Appreciation Rights granted in tandem
with an option may be granted either at the same time as the Option or at a
later time.

     

    (b)  Exercise
Price.  The exercise price of an SAR shall not be less than
100% of the Fair Market Value of a share of Common Stock on the date the SAR was
granted; provided that if an SAR is granted retroactively in tandem with or in
substitution for an Option, the exercise price may be the exercise price of the
Option to which it is related.

     

    (c)  Exercise of Stock Appreciation
Rights.  A Stock Appreciation Right shall entitle the
Participant to receive from the Company an amount equal to the excess of the
Fair Market Value of a share of Common Stock on the date of exercise of the
Stock Appreciation Right over the base price thereof. The Committee shall
determine the time or times at which or the event or events (including, without
limitation, a change of control) upon which a Stock Appreciation Right may be
exercised in whole or in part, the method of exercise and whether such Stock
Appreciation Right shall be settled in cash, shares of Common Stock or a
combination of cash and shares of Common Stock; provided, however, that unless
otherwise specified by the Committee at or after grant, a Stock Appreciation
Right granted in tandem with an Option shall be exercisable at the same time or
times as the related option is exercisable.

     

    SECTION
7.        INCENTIVE AWARDS.

     

    (a)  Incentive Stock and Incentive
Units.  Subject to the provisions of the Plan, the Committee
shall have the authority to grant time vesting and/or performance vesting
Incentive Stock or Incentive Units to any Eligible Employee and to determine (i)
the number of shares of Incentive Stock and the number of Incentive Units to be
granted to each Participant and (ii) the other terms and conditions of such
Awards; provided that, to the extent necessary to comply with applicable law,
Incentive Stock shall only be awarded to an Eligible Employee who has been
employed for such minimum period of time as shall be determined by the
Committee. The Restricted Period related to Incentive Stock or Incentive Units
shall lapse upon the passage of time and/or the determination by the Committee
that the performance objectives established by the Committee have been attained,
in whole or in part. The maximum number of shares of Common Stock that may be
subject to any performance-based Awards of Incentive Stock and Incentive Units
(whether payable in cash or shares) granted to an Executive Officer with respect
to a Restricted Period shall not exceed 2,000,000 shares, as such number may be
adjusted pursuant to Section 4(b). The performance objectives with respect to an
Award made to an Executive officer shall be related to at least one of the
following criteria, which may be determined solely by reference to the
performance of the Company, a Subsidiary or an Affiliate (or any business unit
thereof) or based on comparative performance relative to other companies: (i)
net income, (ii) 


    
      
         


      

      
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    earnings before income taxes, (iii) earnings per share, (iv)
return on shareholders equity, (v) expense management, (vi) profitability of an
identifiable business unit or product, (vii) ratio of claims to revenues, (viii)
revenue growth, (ix) earnings growth, (x) total shareholder return, (xi) cash
flow, (xii) return on assets, (xiii) pretax operating income, (xiv) net economic
profit (operating earnings minus a charge for capital), (xv) customer
satisfaction, (xvi) provider satisfaction, (xvii) employee satisfaction, (xviii)
quality of networks, (xix) strategic innovation or (xx) any combination of the
foregoing.

    
 

    (b)  Certificates.  Any
certificates issued in respect of Incentive Stock shall be registered in the
name of the Participant and deposited by such Participant, together with a stock
power endorsed in blank, with the Company. At the expiration of the Restricted
Period with respect to any award of Incentive Stock, unless otherwise forfeited,
the Company shall deliver such certificates to the Participant or to the
Participants legal representative. Payment for Incentive Stock Units shall be
made by the Company in shares of Common Stock, cash or in any combination
thereof, as determined by the Committee.

     

    SECTION
8.        OTHER STOCK-BASED
AWARDS.

     

    The
Committee shall have authority to grant to eligible Employees an "Other
Stock-Based Award", which shall consist of any right which is (i) not an Award
described in Sections 5 through 7 above and (ii) an Award of Common Stock or an
Award denominated or payable in, valued in whole or in part by reference to, or
otherwise based on or related to, Common Stock (including, without limitation,
securities convertible into Common Stock), as deemed by the Committee to be
consistent with the purposes of the Plan; provided that any such rights
must comply, to the extent deemed desirable by the Committee, with Rule 16b-3
under the Exchange Act and applicable law. Subject to the terms of the Plan and
any applicable award agreement, the Committee shall determine the terms and
conditions of any such Other Stock-Based Award.

     

    SECTION
9.        DIVIDENDS AND DIVIDEND
EQUIVALENTS.

     

    The
Committee may provide that any Award shall include dividends or dividend
equivalents, payable in cash, Common Stock, securities or other property on a
current or deferred basis, including payment contingencies.

     

    SECTION
10.      ADJUSTED OPTIONS.

     

    Effective
as of the Merger Date, holders of options to purchase shares of common stock of
the Former Parent may in substitution thereof, to the extent determined by the
committee administering the Prior Plan and the Committee, be granted an option
to purchase Common Stock in accordance with the provisions of the Merger
Agreement and the Exhibits thereto.  Except as modified by the Merger
Agreement, such options shall be governed by the terms of the incentive plans
and award agreements under which they were originally granted, which terms are
incorporated herein by reference.

     

    SECTION
11.      STOCK IN LIEU OF CASH.

     

    The
Committee may grant Awards in lieu of all or a portion of compensation or an
Award otherwise payable in cash to an Executive officer pursuant to any bonus or
incentive compensation plan of the Company.

     

    If shares
are issued in lieu of cash, the number of shares of Common Stock to be issued
shall be the greatest number of whole shares which has an aggregate Fair Market
Value on the date the cash would otherwise have been payable pursuant to the
terms of such other plan equal to or less than the amount of such
cash.

     


    
      
         


      

      
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    SECTION
12.      DEFERRAL.

     

    The
Committee shall have the discretion to determine whether, to what extent, and
under what circumstances cash, shares of Common Stock, other securities, other
Awards, other property, and other amounts payable with respect to an Award shall
be deferred either automatically or at the election of the holder thereof or of
the Committee.  The timing of the election to defer any elective
deferral shall comply with Section 409A.  At the time of any automatic
or elective deferral, the time and form of payment shall be established
consistent with the requirements of Section 409A.  If the time or form
of payment is not so established, the form of payment shall be a lump sum and
the time of payment shall be the date the Participant experiences a “separation
from service” within the meaning of Section 409A.  Gains from the
exercise of Options and Stock Appreciation Rights shall not be eligible for
automatic or elective deferral.

     

    SECTION
13.      GENERAL PROVISIONS.

     

    (a)  Withholding.  The
Company shall have the right to deduct from all amounts paid to a Participant in
cash (whether under this Plan or otherwise) any taxes required by law to be
withheld in respect of Awards under this Plan. In the case of any Award
satisfied in the form of Common Stock, no shares shall be issued unless and
until arrangements satisfactory to the Company shall have been made to satisfy
any withholding tax obligations applicable with respect to such Award. Without
limiting the generality of the foregoing and subject to such terms and
conditions as the Committee may impose, the Company shall have the right to
retain, or the Committee may, subject to such terms and conditions as it may
establish from time to time, permit Participants to elect to use shares of
Common Stock (including Common Stock issuable in respect of an Award) to
satisfy, in whole or in part, the amount required to be withheld.

     

    (b)  Award
Agreement.  Each Award hereunder shall be evidenced in writing.
The written agreement shall be delivered to the Participant and shall
incorporate the terms of the Plan by reference and specify the terms and
conditions thereof and any rules applicable thereto.

     

    (c)  Nontransferability.  Unless
the Committee shall permit (on such terms and conditions as it shall establish)
an Award to be transferred to a member of the Participants immediate family or
to a trust or similar vehicle for the benefit of such immediate family members
(collectively, the "Permitted
Transferees"), no Award shall be assignable or transferable except by
will or the laws of descent and distribution, and except to the extent required
by law, no right or interest of any Participant shall be subject to any lien,
obligation or liability of the Participant. All rights with respect to Awards
granted to a Participant under the Plan shall be exercisable during the
Participants lifetime only by such Participant or, if applicable, the Permitted
Transferees or the Participants legal representative.

     

    (d)  No Right to
Employment.  No person shall have any claim or right to be
granted an Award, and the grant of an Award shall not be construed as giving a
Participant the right to be retained in the employ of the Company, any
Subsidiary or any Affiliate. Further, the Company and each Subsidiary and
Affiliate expressly reserves the right at any time to dismiss a Participant free
from any liability, or any claim under the Plan, except as provided herein or in any
agreement entered into with respect to an Award.

     

    (e)  No Rights to Awards, No Shareholder
Rights.  No Participant or Eligible Employee shall have any
claim to be granted any Award under the Plan, and there is no obligation of
uniformity of treatment of Participants and Eligible Employees. Subject to the
provisions of the Plan and the applicable Award, no person shall have any rights
as a shareholder with respect to any shares of Common Stock to be issued under
the Plan prior to the issuance thereof.

     

    (f)  Construction of the
Plan.  The validity, construction, interpretation,
administration and effect of the Plan and of its rules and regulations, and
rights relating to the Plan, shall be determined solely in accordance with the
laws of the State of Connecticut.

     


    
      
         


      

      
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    (g)  Effective
Date.  Subject to the approval of the Companys shareholders and
the shareholders of the Former Parent, the Plan shall be effective on the Merger
Date.

     

    (h)  Amendment or Termination of
Plan.  The Board or the Committee may terminate or suspend the
Plan at any time, but the termination or suspension will not adversely affect
any vested Awards then outstanding under the Plan. No Award may be granted under
the Plan after November 30, 2010 or such earlier date as the Plan is terminated
by action of the Board or the Committee, The Plan may be amended or terminated
at any time by the Board, except that no amendment may be made without
shareholder approval if the Committee determines that such approval is necessary
to comply with any tax or regulatory requirement, including any approval
requirement which is a prerequisite for exemptive relief from Section 16 of the
Exchange Act, for which or with which the Committee determines that it is
desirable to qualify or comply; and, provided further, that, except with respect
to any action or adjustment taken in connection with a Fundamental Corporate
Event, any amendment or action to reduce the exercise price of any option
previously granted under the Plan shall be subject to the approval of the
Companys shareholders. The Committee may amend the term of any Award or Option
granted, retroactively or prospectively, but no amendment may adversely affect
any vested Award or Option without the holders consent.

     

    (i)  Compliance with Legal and Exchange
Requirements.  The Plan, the granting and exercising of Awards
thereunder, and the other obligations of the Company under the Plan, shall be
subject to all applicable federal and state laws, rules, and regulations, and to
such approvals by any regulatory or governmental agency as may be required. The
Company, in its discretion, may postpone the granting and exercising of Awards,
the issuance or delivery of Common Stock under any Award or any other action
permitted under the Plan to permit the Company, with reasonable diligence, to
complete such stock exchange listing or registration or qualification of such
Common Stock or other required action under any federal or state law, rule, or
regulation and may require any Participant to make such representations and
furnish such information as it may consider appropriate in connection with the
issuance or delivery of Common Stock in compliance with applicable laws, rules,
and regulations. The Company shall not be obligated by virtue of any provision
of the Plan to recognize the exercise of any Award or to otherwise sell or issue
Common Stock in violation of any such laws, rules, or regulations; and any
postponement of the exercise or settlement of any Award under this provision
shall not extend the term of such Awards, and neither the Company nor its
directors or officers shall have any obligations or liability to the Participant
with respect to any Award (or stock issuable thereunder) that shall lapse
because of such postponement.

     

    (j)  Severability of
Provisions.  If any provision of this Plan shall be held
invalid or unenforceable, such invalidity or unenforceability shall not affect
any other provisions hereof, and this Plan shall be construed and enforced as if
such provision had not been included.

     

    (k)  Incapacity.  Any
benefit payable to or for the benefit of a minor, an incompetent person or other
person incapable of receipting therefor shall be deemed paid when paid to such
persons guardian or to the party providing or reasonably appearing to provide
for the care of such person, and such payment shall fully discharge any
liability or obligation of the Committee, the Board, the Company and all other
parties with respect thereto.

     

    (1)  Headings and
Captions.  The headings and captions herein are provided for reference and
convenience only, shall not be considered part of this Plan, and shall not be
employed in the construction of this Plan.

     

    (m)  Compliance with Section
409A.  Stock Options, Stock Appreciation Rights and Incentive
Stock granted under the Plan are intended to be exempt from the requirements of
Section 409A.  All other Awards, including Incentive Units granted
under the Plan are intended to be either exempt from the requirements of Section
409A as short-term deferrals or, if not exempt, to satisfy the requirements of
Section 409A.  The provisions of the Plan and any Awards granted


     

     

     

    
      
        
        

      

      
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    under the Plan shall be construed in a manner
consistent with such intent.  In addition, notwithstanding any other
provision of this Plan or an Award agreement to the contrary, the Company will
not pay or accelerate the payment of any amount that constitutes “deferred
compensation” within the meaning of Section 409A, in violation of Section
409A.  To the extent any amount of “deferred compensation” as defined
in Section 409A would otherwise vest and become payable upon a Change in Control
or upon a Disability, as set forth herein or in an Award agreement, any such
Award may vest but payment shall not be accelerated unless the Change in Control
or the Disability also satisfies the definition of change in control or
disability as set forth in Section 409A.

     

    Any
amount that constitutes “deferred compensation” within the meaning of Section
409A and is payable under the Plan solely by reason of a Participant’s
termination of employment shall be payable only if the Participant has
experienced a “separation from service” within the meaning of Section 409A,
provided that if the Participant is a “specified employee” within the meaning of
Section 409A at the time of such separation from service, as determined by the
Company in accordance with Section 409A, no payments shall be made before the
six-month anniversary of the Participant’s separation from service, at which
time all payments that would otherwise have been made during such six-month
period shall be paid to the Participant in a lump sum.

     

    

 

     

     

     

     

     

     

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