**Exhibit 10.2**

**AMENDED AND RESTATED**

**ENTORIAN TECHNOLOGIES INC.**

**2006 EQUITY-BASED COMPENSATION PLAN**

(Split adjusted as of October 31, 2009) 

1. **Purpose**. The purpose ofthe Entorian Technologies Inc. 2006 Equity-Based Compensation Plan (the “Plan”) is to provide a means through which Entorian Technologies Inc., a Delaware corporation (the “Company”), and its Subsidiaries may attract and retainable persons as employees, directors and consultants of the Company and its Subsidiaries and to provide a means whereby those persons upon whom the responsibilities of the successful administration and management of the Company rest, and whosepresent and potential contributions to the welfare of the Company are of importance, can acquire and maintain stock ownership, or awards the value of which is tied to the performance of the Company’s stock, thereby strengthening their concernfor the welfare of the Company and its Subsidiaries and their desire to remain in its employ. A further purpose of this Plan is to provide such employees and directors with additional incentive and reward opportunities designed to enhance theprofitable growth of the Company. Accordingly, this Plan primarily provides for granting Restricted Stock Awards, Stock Appreciation Rights, Restricted Stock Units or any combination of the foregoing, as is best suited to the circumstances of theparticular individual as provided herein. 

2. **Definitions**. For purposes of this Plan, the following terms shall bedefined as set forth below, in addition to such terms defined in Section 1 hereof: 

(a) “AnnualIncentive Award” means a conditional right granted to a Participant under Section 8(c) hereof to receive a cash payment, Stock or other Award, unless otherwise determined by the Committee, after the end of a specified fiscal year.

(b) “Award” means any SAR (including Limited SAR), Restricted Stock Award, Restricted Stock Units,Stock granted as a bonus or in lieu of another award, Dividend Equivalent, Other Stock-Based Award, Performance Award or Annual Incentive Award, together with any other right or interest granted to a Participant under this Plan. 

(c) “Beneficiary” means one or more persons, trusts or other entities which have been designated by a Participantin his or her most recent written beneficiary designation filed with the Committee to receive the benefits specified under this Plan upon such Participant’s death. If, upon a Participant’s death, there is no designated Beneficiary orsurviving designated Beneficiary, then the term Beneficiary means the persons, trusts or other entities entitled by will or the laws of descent and distribution to receive such benefits. 

(d) “Beneficial Owner” shall have the meaning ascribed to such term in Rule 13d-3 under the Exchange Act and anysuccessor to such Rule. 

(e) “Board” means the Company’s Board of Directors. 

(f) “Business Day” means any day other than a Saturday, a Sunday, or a day on which banking institutions in thestate of Texas are authorized or obligated by law or executive order to close. 

 

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(g) “Change in Control” means an Ownership Change Event or aseries of related Ownership Change Events (collectively, a “Transaction”) wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions astheir ownership of shares of the Company’s voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of theCompany or the corporation or corporations to which the assets of the Company were transferred (the “Transferee Corporation(s)”), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include,without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one ormore Subsidiaries. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, includingregulations thereunder and successor provisions and regulations thereto. 

(i) “Committee” means acommittee of two or more directors designated by the Board to administer this Plan; provided, however, that, unless otherwise determined by the Board, the Committee shall consist solely of two or more directors, each of whom shall be (i) a“nonemployee director” within the meaning of Rule 16b-3 under the Exchange Act, and (ii) an “outside director” as defined under section 162(m) of the Code, unless administration of this Plan by “outside directors”is not then required in order to qualify for tax deductibility under section 162(m) of the Code. 

(j)“Covered Employee” means an Eligible Person who is a Covered Employee as specified in Section 8(e) of this Plan. 

(k) “Disability” means the permanent and total disability of the Participant within the meaning of section 22(e)(3) of the Code. 

(l) “Dividend Equivalent” means a right, granted to a Participant under Section 6(f), to receive cash, Stock,other Awards or other property equal in value to dividends paid with respect to a specified number of shares of Stock, or other periodic payments. 

(m) “Eligible Person” means all officers and employees of the Company or of any Subsidiary, and other persons who provide services to the Company or any of its Subsidiaries, including directorsof the Company. An employee on leave of absence may be considered as still in the employ of the Company or a Subsidiary for purposes of eligibility for participation in this Plan. 

(n) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, including rulesthereunder and successor provisions and rules thereto. 

(o) “Executive Officer” means an executiveofficer of the Company as defined under the Exchange Act. 

(p) “Fair Market Value” means, for aparticular day: 

(i) if shares of Stock of the same class are listed or admitted to unlisted trading privilegeson any national or regional securities exchange at the date of determining the Fair Market Value, then the last reported sale price, regular way, on the composite tape of that exchange on that business day or, if no such sale takes place on thatbusiness day, the average of the closing bid and

 

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asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to unlisted trading privileges onthat securities exchange or, if no such closing prices are available for that day, the last reported sale price, regular way, on the composite tape of that exchange on the last business day before the date in question; or 

(ii) if shares of Stock of the same class are not listed or admitted to unlisted trading privileges as provided insubparagraph (i) and if sales prices for shares of Stock of the same class in the over-the-counter market are reported by the National Association of Securities Dealers, Inc. Automated Quotations, Inc. (“NASDAQ”) National MarketSystem as of the date of determining the Fair Market Value, then the last reported sales price so reported on that business day or, if no such sale takes place on that business day, the average of the high bid and low asked prices so reported or, ifno such prices are available for that day, the last reported sale price so reported on the last business day before the date in question; or 

(iii) if shares of Stock of the same class are not listed or admitted to unlisted trading privileges as provided in subparagraph (i) and sales prices for shares of Stock of the same class are notreported by the NASDAQ National Market System (or a similar system then in use) as provided in subparagraph (ii), and if bid and asked prices for shares of Stock of the same class in the over-the-counter market are reported by NASDAQ (or, if not soreported, by the National Quotation Bureau Incorporated) as of the date of determining the Fair Market Value, then the average of the high bid and low asked prices on that business day or, if no such prices are available for that day, the average ofthe high bid and low asked prices on the last business day before the date in question; or 

(iv) if shares ofStock of the same class are not listed or admitted to unlisted trading privileges as provided in subparagraph (i) and sales prices or bid and asked prices therefor are not reported by NASDAQ (or the National Quotation Bureau Incorporated) asprovided in subparagraph (ii) or subparagraph (iii) as of the date of determining the Fair Market Value, then the value determined in good faith by the Committee, which determination shall be conclusive for all purposes; or 

(v) if shares of Stock of the same class are listed or admitted to unlisted trading privileges as provided in subparagraph(i) or sales prices or bid and asked prices therefor are reported by NASDAQ (or the National Quotation Bureau Incorporated) as provided in subparagraph (ii) or subparagraph (iii) as of the date of determining the Fair Market Value,but the volume of trading is so low that the Board of Directors determines in good faith that such prices are not indicative of the fair value of the Stock, then the value determined in good faith by the Committee, which determination shall beconclusive for all purposes notwithstanding the provisions of subparagraphs (i), (ii) or (iii). 

(q)“Limited SAR” means a right granted to a Participant under Section 6(b) hereof. 

(r)“Option” means a right, granted pursuant to the Entorian Technologies Inc. Amended and Restated 2003 Stock Option Plan, as amended from time to time, to purchase Stock at a specified price during specified time periods. 

(s) “Other Stock-Based Awards” means Awards granted to a Participant under Section 6(g) hereof. 

(t) “Participant” means a person who has been granted an Award under this Plan which remains outstanding, includinga person who is no longer an Eligible Person. 

(u) “Performance Award” means a right, granted to aParticipant under Section 8 hereof, to receive Awards based upon performance criteria specified by the Committee. 

 

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(v) “Person” means any person or entity of any nature whatsoever,specifically including an individual, a firm, a company, a corporation, a partnership, a limited liability company, a trust or other entity; a Person, together with that Person’s Affiliates and Associates (as those terms are defined in Rule12b-2 under the Exchange Act), and any Persons acting as a partnership, limited partnership, joint venture, association, syndicate or other group (whether or not formally organized), or otherwise acting jointly or in concert or in a coordinated orconsciously parallel manner (whether or not pursuant to any express agreement), for the purpose of acquiring, holding, voting or disposing of securities of the Company with such Person, shall be deemed a single “Person.” 

(w) “Qualified Member” means a member of the Committee who is a “Non-Employee Director” within themeaning of Rule 16b-3(b)(3) and an “outside director” within the meaning of regulation 1.162-27 under section 162(m) of the Code. 

(x) “Restricted Stock” means Stock granted to a Participant under Section 6(c) hereof, that is subject to certain restrictions and to a risk of forfeiture. 

(y) “Restricted Stock Units” means a right, granted to a Participant under Section 6(d) hereof, to receiveStock, cash or a combination thereof at the end of a specified deferral period. 

(z) “Rule 16b-3”means Rule 16b-3, promulgated by the Securities and Exchange Commission under section 16 of the Exchange Act, as from time to time in effect and applicable to this Plan and Participants. 

(aa) “Securities Act” means the Securities Act of 1933 and the rules and regulations promulgated thereunder, or anysuccessor law, as it may be amended from time to time. 

(bb) “Stock” means the Company’s CommonStock, par value $.01 per share, and such other securities as may be substituted (or resubstituted) for Stock pursuant to Section 9. 

(cc) “Stock Appreciation Rights” or “SAR” means a right granted to a Participant under Section 6(b) hereof. 

(dd) “Subsidiary” means with respect to any Person, any corporation or other entity of which a majority of thevoting power of the voting equity securities or equity interest is owned, directly or indirectly, by that Person. 

3.**Administration**. 

(a) Authority of the Committee. This Plan shall be administered by the Committeeexcept to the extent the Board elects, in order to comply with Rule 16b-3 or for any other reason, to administer this Plan, in which case references herein to the “Committee” shall be deemed to include references to the “Board.”Subject to the express provisions of the Plan and Rule 16b-3, the Committee shall have the authority, in its sole and absolute discretion, to (i) adopt, amend, and rescind administrative and interpretive rules and regulations relating to thePlan; (ii) determine the Eligible Persons to whom, and the time or times at which, Awards shall be granted; (iii) determine the amount of cash and the number of shares of Stock, Stock Appreciation Rights, Restricted Stock Units, orRestricted Stock Awards, or any combination thereof, that shall be the subject of each Award; (iv) determine the terms and provisions of each Award agreement (which need not be identical), including provisions defining or otherwise relating to(A) the term and period or periods of exercisability of SARs; (B) the extent to which the transferability of shares of Stock issued or transferred pursuant to any Award is restricted, (C) the effect of termination of employment of aParticipant on the Award, and (D) the effect of approved leaves

 

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of absence (consistent with any applicable regulations of the Internal Revenue Service); (v) accelerate the time of vesting or exercisability of any Award; (vi) construe the respectiveAward agreements and the Plan; (vii) make determinations of the Fair Market Value of the Stock pursuant to the Plan; (viii) delegate its duties under the Plan to such agents as it may appoint from time to time, provided that the Committeemay not delegate its duties with respect to making Awards to, or otherwise with respect to Awards granted to, Eligible Persons who are subject to section 16(b) of the Exchange Act or section 162(m) of the Code; (ix) subject to ratification bythe Board, terminate, modify, or amend the Plan; and (x) make all other determinations, perform all other acts, and exercise all other powers and authority necessary or advisable for administering the Plan, including the delegation of thoseministerial acts and responsibilities as the Committee deems appropriate. Subject to Rule 16b-3 and section 162(m) of the Code, the Committee may correct any defect, supply any omission, or reconcile any inconsistency in the Plan, in any Award, orin any Award agreement in the manner and to the extent it deems necessary or desirable to carry the Plan into effect, and the Committee shall be the sole and final judge of that necessity or desirability. The determinations of the Committee on thematters referred to in this Section 3(a) shall be final and conclusive. 

(b) Manner of Exercise ofCommittee Authority. At any time that a member of the Committee is not a Qualified Member, any action of the Committee relating to an Award granted or to be granted to a Participant who is then subject to section 16 of the Exchange Act inrespect of the Company, or relating to an Award intended by the Committee to qualify as “performance-based compensation” within the meaning of section 162(m) of the Code and regulations thereunder, may be taken either (i) by asubcommittee, designated by the Committee, composed solely of two or more Qualified Members, or (ii) by the Committee but with each such member who is not a Qualified Member abstaining or recusing himself or herself from such action; provided,however, that, upon such abstention or recusal, the Committee remains composed solely of two or more Qualified Members. Such action, authorized by such a subcommittee or by the Committee upon the abstention or recusal of such non-QualifiedMember(s), shall be the action of the Committee for purposes of this Plan. Any action of the Committee shall be final, conclusive and binding on all persons, including the Company, its Subsidiaries, stockholders, Participants, and Beneficiaries orother persons claiming rights from or through a Participant. The express grant of any specific power to the Committee, and the taking of any action by the Committee, shall not be construed as limiting any power or authority of the Committee. TheCommittee may delegate to officers or managers of the Company or any Subsidiary, or committees thereof, the authority, subject to such terms as the Committee shall determine, to perform such functions, including administrative functions, as theCommittee may determine, to the extent that such delegation will not result in the loss of an exemption under Rule 16b-3(d)(1) for Awards granted to Participants subject to section 16 of the Exchange Act in respect of the Company and will not causeAwards intended to qualify as “performance-based compensation” under section 162(m) of the Code to fail to so qualify. The Committee may appoint agents to assist it in administering this Plan. 

(c) Limitation of Liability. The Committee and each member thereof shall be entitled to, in good faith, rely or actupon any report or other information furnished to him or her by any officer or employee of the Company or a Subsidiary, the Company’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of thisPlan. Members of the Committee and any officer or employee of the Company or a Subsidiary acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respectto this Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the Company with respect to any such action or determination. 

 

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4. **Stock Subject to Plan**. 

(a) Overall Number of Shares Available for Delivery. Subject to adjustment in a manner consistent with any adjustmentmade pursuant to Section 9, the total number of shares of Stock reserved and available for delivery in connection with Awards under this Plan shall not exceed 66,666 shares. 

(b) Application of Limitation to Grants of Awards. No Award may be granted if the number of shares of Stock to bedelivered in connection with such Award exceeds the number of shares of Stock remaining available under this Plan minus the number of shares of Stock issuable in settlement of or relating to then-outstanding Awards. The Committee may adoptreasonable counting procedures to ensure appropriate counting, avoid double counting (as, for example, in the case of tandem or substitute awards) and make adjustments if the number of shares of Stock actually delivered differs from the number ofshares previously counted in connection with an Award. 

(c) Availability of Shares Not Issued Pursuant toAwards. Shares of Stock subject to an Award under this Plan that expire or are canceled, forfeited, settled in cash or otherwise terminated without an issuance of shares to the Participant, including (i) the number of shares withheld inpayment of any exercise or purchase price of an Award or taxes relating to Awards, and (ii) the number of shares surrendered in payment of any exercise or purchase price of an Award or taxes relating to any Award, will again be available forAwards under this Plan, except that if any such shares could not again be available for Awards to a particular Participant under any applicable law or regulation, such shares shall be available exclusively for Awards to Participants who are notsubject to such limitation. 

(d) Stock Offered. The shares to be delivered under the Plan shall be madeavailable from (i) authorized but unissued shares of Stock, (ii) Stock held in the treasury of the Company, or (iii) previously issued shares of Stock reacquired by the Company, including shares purchased on the open market, in eachsituation as the Board or the Committee may determine from time to time at its sole option. 

5. **Eligibility; Per PersonAward Limitations**. Awards may be granted under this Plan only to Eligible Persons. In any 12-month period established by the Committee during any part of which this Plan is in effect, a Covered Employee may not be granted stock-based Awardsrelating to more than 8,333 shares of Stock, subject to adjustment in a manner consistent with any adjustment made pursuant to Section 9, or $700,000 with respect to Awards the value of which is not based on Stock. 

6. **Specific Terms of Awards**. 

(a) General. Awards may be granted on the terms and conditions set forth in this Section 6. In addition, the Committee may impose on any Award or the exercise thereof, at the date of grant orthereafter (subject to Section 10(c)), such additional terms and conditions, not inconsistent with the provisions of this Plan, as the Committee shall determine, including terms requiring forfeiture of Awards in the event of termination ofemployment by the Participant and terms permitting a Participant to make elections relating to his or her Award. The Committee shall retain full power and discretion to accelerate, waive or modify, at any time, any term or condition of an Award thatis not mandatory under this Plan; provided, however, that the Committee shall not have any discretion to accelerate, waive or modify any term or condition of an Award that is intended to qualify as “performance-based compensation” forpurposes of section 162(m) of the Code if such discretion would cause the Award to not so qualify. Except in cases in which the Committee is authorized to require other forms of consideration under this Plan, or to the extent other forms ofconsideration must be paid to satisfy the requirements of the Delaware General Corporation Law, no consideration other than services may be required for the grant (but not the exercise) of any Award. 

 

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(b) Stock Appreciation Rights. The Committee is authorized to grantSARs to Participants on the following terms and conditions: 

(i) Right to Payment. An SAR shall conferon the Participant to whom it is granted a right to receive, upon exercise or settlement thereof, the excess of (A) the Fair Market Value of one share of Stock on the date of exercise or settlement (or, in the case of a “Limited SAR,”the Fair Market Value determined by reference to the Change in Control Price, as defined under Section 2(h) hereof) over (B) the grant price of the SAR as determined by the Committee. 

(ii) Rights Related to Options. A Stock Appreciation Right granted pursuant to an Option shall entitle a Participant,upon exercise or settlement, to surrender that Option or any portion thereof, to the extent unexercised or not settled, and to receive payment of an amount computed pursuant to Subsection 6(b)(ii)(B). That Option shall then cease to be exercisableor settleable to the extent surrendered. Stock Appreciation Rights granted in connection with an Option shall be subject to the terms of the Award agreement governing the Option, which shall comply with the following provisions in addition to thoseapplicable to Options: 

(A) A Stock Appreciation Right granted in connection with an Option shall beexercisable or settleable only at such time or times and only to the extent that the related Option is exercisable and shall not be transferable except to the extent that the related Option is transferable. 

(B) Upon the exercise or settlement of a Stock Appreciation Right related to an Option, a Participant shall be entitled toreceive payment from the Company of an amount determined by multiplying: 

(1) the difference obtained bysubtracting the exercise price of a share of Stock specified in the related Option from the Fair Market Value of a share of Stock on the date of exercise or settlement of the Stock Appreciation Right, by 

(2) the number of shares as to which that Stock Appreciation Right has been exercised or settled. 

(iii) Right Without Option. A Stock Appreciation Right granted independent of an Option shall be exercisable orsettleable as determined by the Committee and set forth in the Award agreement governing the Stock Appreciation Right, which Award agreement shall comply with the following provisions: 

(A) Each Award agreement shall state the total number of shares of Stock to which the Stock Appreciation Right relates.

(B) Each Award agreement shall state the time at which the Stock Appreciation Right will vest, the time theStock Appreciation Right will be settled, or the time or periods in which the right to exercise the Stock Appreciation Right or a portion thereof shall vest and the number of shares of Stock for which the right to exercise the Stock AppreciationRight shall vest at each such time or period. 

 

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(C) Each Award agreement shall state the date at which the StockAppreciation Rights shall expire if not previously exercised or settled. 

(D) Each Stock Appreciation Rightshall entitle a Participant, upon exercise or settlement thereof, to receive payment of an amount determined by multiplying: 

(1) the difference obtained by subtracting the Fair Market Value of a share of Stock on the date of grant of the Stock Appreciation Right from the Fair Market Value of a share of Stock on the date ofexercise or settlement of that Stock Appreciation Right, by 

(2) the number of shares as to which the StockAppreciation Right has been exercised or settled. 

(iv) Terms. The Committee shall determine at the dateof grant or thereafter, the time or times at which and the circumstances under which an SAR may be exercised or settled in whole or in part (including based on achievement of performance goals and/or future service requirements), the method ofexercise, method of settlement, form of consideration payable in settlement, method by or forms in which Stock will be delivered or deemed to be delivered to Participants, whether or not any SAR shall be in tandem or in combination with any otherAward, and any other terms and conditions of any SAR. Limited SARs that may only be exercised in connection with a Change in Control or other event as specified by the Committee may be granted on such terms, not inconsistent with thisSection 6(b), as the Committee may determine. SARs and Limited SARs may be either freestanding or in tandem with other Awards. 

(v) Effect of Termination of Service. 

(A) SARExercisability. Subject to earlier termination of an SAR as otherwise provided herein and unless otherwise provided by the Board in the grant of an SAR and set forth in the SAR agreement, an SAR shall be exercisable after a Participant’stermination of service only during the applicable time period determined in accordance with this Section 6(b)(v) and thereafter shall terminate: 

(1) Disability. If the Participant’s service with the Company or a Subsidiary, as applicable, terminates because of the Disability of the Participant, the SAR, to the extent unexercised andexercisable on the date on which the Participant’s service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of twelve (12) months (or suchother period of time as determined by the Board, in its discretion) after the date on which the Participant’s service terminated, but in any event no later than the date of expiration of the SAR’s term as set forth in the SAR agreementevidencing such SAR (the “SAR Expiration Date”) and only to the extent exercisable on the date on which the Participant’s service terminated. 

(2) Death. If the Participant’s service with Company or a Subsidiary, as applicable, terminates because of thedeath of the Participant, the SAR, to the extent unexercised and exercisable on the date on which the Participant’s service terminated, may be exercised by the Participant’s legal representative or other person who acquired the right toexercise the SAR by reason of the Participant’s death at any time prior to the expiration of twelve (12) months (or such other period of time as determined by the Board, in its discretion) after the date on which the Participant’s

 

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service terminated, but in any event no later than the SAR Expiration Date and only to the extent exercisable on the date on which the Participant’s service terminated. TheParticipant’s service shall be deemed to have terminated on account of death if the Participant dies within three (3) months (or such other period of time as determined by the Board, in its discretion) after the Participant’stermination of employment. 

(3) Other Termination of Service. If the Participant’s service withthe Company or a Subsidiary, as applicable, terminates for any reason, except Disability or death, the SAR, to the extent unexercised and exercisable by the Participant on the date on which the Participant’s service terminated, may be exercisedby the Participant at any time prior to the expiration of three (3) months (or such other period of time as determined by the Board, in its discretion) after the date on which the Participant’s service terminated, but in any event no laterthan the SAR Expiration Date and only to the extent exercisable on the date on which the Participant’s service terminated. 

(B) Extension if Exercise Prevented by Law. Notwithstanding the foregoing, if the exercise of an SAR within the applicable time periods set forth in Section 6(b)(v)(A) is prevented by theprovisions of Section 10(j) below, the SAR shall remain exercisable until three (3) months (or such longer period of time as determined by the Board, in its discretion) after the date the Participant is notified by the Company or aSubsidiary, as applicable, that the SAR is exercisable, but in any event no later than the SAR Expiration Date and only to the extent exercisable on the date on which the Participant’s service terminated. 

(C) Extension if Participant Subject to Section 16(b). Notwithstanding the foregoing, if a sale within theapplicable time periods set forth in Section 6(b)(v)(A) of shares acquired upon the exercise of the SAR would subject the Participant to suit under section 16(b) of the Exchange Act, the SAR shall remain exercisable until the earliest to occurof (1) the tenth (10th) day following the date on which a sale of such shares by the Participant would no longer be subject to such suit, (2) the one hundred and ninetieth (190th) day after the Participant’s termination ofservice, or (3) the SAR Expiration Date. 

(c) Restricted Stock. The Committee is authorized togrant Restricted Stock to Participants on the following terms and conditions: 

(i) Grant andRestrictions. Restricted Stock shall be subject to such restrictions on transferability, risk of forfeiture and other restrictions, if any, as the Committee may impose, which restrictions may lapse separately or in combination at such times,under such circumstances (including based on achievement of performance goals and/or future service requirements), in such installments or otherwise, as the Committee may determine at the date of grant or thereafter. Except to the extent restrictedunder the terms of this Plan and any Award agreement relating to the Restricted Stock, a Participant granted Restricted Stock shall have all of the rights of a stockholder, including the right to vote the Restricted Stock and the right to receivedividends thereon (subject to any mandatory reinvestment or other requirement imposed by the Committee). During the restricted period applicable to the Restricted Stock, the Restricted Stock may not be sold, transferred, pledged, hypothecated,margined or otherwise encumbered by the Participant. 

(ii) Forfeiture. Except as otherwise determined bythe Committee, upon termination of employment during the applicable restriction period, Restricted Stock that is at that time subject to restrictions shall be forfeited and reacquired by the Company; provided that the Committee may provide, by ruleor regulation or in any Award agreement, or may determine in any individual case,

 

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that restrictions or forfeiture conditions relating to Restricted Stock shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may inother cases waive in whole or in part the forfeiture of Restricted Stock. 

(iii) Certificates for Stock.Restricted Stock granted under this Plan may be evidenced in such manner as the Committee shall determine. If certificates representing Restricted Stock are registered in the name of the Participant, the Committee may require that such certificatesbear an appropriate legend referring to the terms, conditions and restrictions applicable to such Restricted Stock, that the Company retain physical possession of the certificates, and that the Participant deliver a stock power to the Company,endorsed in blank, relating to the Restricted Stock. 

(iv) Dividends and Splits. As a condition to thegrant of an Award of Restricted Stock, the Committee may require or permit a Participant to elect that any cash dividends paid on a share of Restricted Stock be automatically reinvested in additional shares of Restricted Stock or applied to thepurchase of additional Awards under this Plan. Unless otherwise determined by the Committee, Stock distributed in connection with a Stock split or Stock dividend, and other property distributed as a dividend, shall be subject to restrictions and arisk of forfeiture to the same extent as the Restricted Stock with respect to which such Stock or other property has been distributed. 

(d) Restricted Stock Units. The Committee is authorized to grant Restricted Stock Units to Participants, which are rights to receive Stock, cash, or a combination thereof at the end of a specifieddeferral period, subject to the following terms and conditions: 

(i) Award and Restrictions.Satisfaction of an Award of Restricted Stock Units shall occur upon expiration of the deferral period specified for such Restricted Stock Units by the Committee (or, if permitted by the Committee, as elected by the Participant). In addition,Restricted Stock Units shall be subject to such restrictions (which may include a risk of forfeiture) as the Committee may impose, if any, which restrictions may lapse at the expiration of the deferral period or at earlier specified times (includingbased on achievement of performance goals and/or future service requirements), separately or in combination, in installments or otherwise, as the Committee may determine. Restricted Stock Units may be satisfied by delivery of Stock, cash equal tothe Fair Market Value of the specified number of shares of Stock covered by the Restricted Stock Units, or a combination thereof, as determined by the Committee at the date of grant or thereafter. 

(ii) Forfeiture. Except as otherwise determined by the Committee, upon termination of employment during the applicabledeferral period or portion thereof to which forfeiture conditions apply (as provided in the Award agreement evidencing the Restricted Stock Units), all Restricted Stock Units that are at that time subject to deferral (other than a deferral at theelection of the Participant) shall be forfeited; provided that the Committee may provide, by rule or regulation or in any Award agreement, or may determine in any individual case, that restrictions or forfeiture conditions relating to RestrictedStock Units shall be waived in whole or in part in the event of terminations resulting from specified causes, and the Committee may in other cases waive in whole or in part the forfeiture of Restricted Stock Units. 

(iii) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents under Section 6(f) inconnection with an Award of Restricted Stock Units. Unless otherwise determined by the Committee at date of grant, Dividend Equivalents on the specified number of shares of Stock covered by an Award of Restricted Stock Units shall be either(A) paid with respect to such Restricted Stock Units on the dividend payment date in cash or in shares of unrestricted Stock having a Fair Market Value equal to the amount of such dividends, or (B) deferred with respect to such RestrictedStock Units and the amount or value thereof automatically deemed reinvested in additional Restricted Stock Units, other Awards or other investment vehicles, as the Committee shall determine or permit the Participant to elect. 

 

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(e) Bonus Stock and Awards in Lieu of Obligations. The Committee isauthorized to grant Stock as a bonus, or to grant Stock or other Awards in lieu of obligations to pay cash or deliver other property under this Plan or under other plans or compensatory arrangements, provided that, in the case of Participantssubject to section 16 of the Exchange Act, the amount of such grants remains within the discretion of the Committee to the extent necessary to ensure that acquisitions of Stock or other Awards are exempt from liability under section 16(b) of theExchange Act. Stock or Awards granted hereunder shall be subject to such other terms as shall be determined by the Committee. In the case of any grant of Stock to an officer of the Company or a Subsidiary in lieu of salary or other cashcompensation, the number of shares granted in place of such compensation shall be reasonable, as determined by the Committee. 

(f) Dividend Equivalents. The Committee is authorized to grant Dividend Equivalents to a Participant, entitling the Participant to receive cash, Stock, other Awards, or other property equal invalue to dividends paid with respect to a specified number of shares of Stock, or other periodic payments. Dividend Equivalents may be awarded on a free-standing basis or in connection with another Award. The Committee may provide that DividendEquivalents shall be paid or distributed when accrued or shall be deemed to have been reinvested in additional Stock, Awards, or other investment vehicles, and subject to such restrictions on transferability and risks of forfeiture, as the Committeemay specify. 

(g) Other Stock-Based Awards. The Committee is authorized, subject to limitations underapplicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Stock, as deemed by the Committee to be consistent with the purposesof this Plan, including without limitation bonus Stock grants, Stock in lieu of salary or other compensation, convertible or exchangeable debt securities, other rights convertible or exchangeable into Stock, purchase rights for Stock, Awards withvalue and payment contingent upon performance of the Company or any other factors designated by the Committee, and Awards valued by reference to the book value of Stock or the value of securities of or the performance of specified Subsidiaries. TheCommittee shall determine the terms and conditions of such Awards. Stock delivered pursuant to an Award in the nature of a purchase right granted under this Section 6(g) shall be purchased for such consideration, paid for at such times, by suchmethods, and in such forms, including, without limitation, cash, Stock, other Awards, or other property, as the Committee shall determine. Cash awards, as an element of or supplement to any other Award under this Plan, may also be granted pursuantto this Section 6(g). 

7. **Certain Provisions Applicable to Awards**. 

(a) Stand-Alone, Additional, Tandem, and Substitute Awards. Awards granted under this Plan may, in the discretion ofthe Committee, be granted either alone or in addition to, in tandem with, or in substitution or exchange for, any other Award or any award granted under another plan of the Company, any Subsidiary, or any business entity to be acquired by theCompany or a Subsidiary, or any other right of a Participant to receive payment from the Company or any Subsidiary. Such additional, tandem and substitute or exchange Awards may be granted at any time. If an Award is granted in substitution orexchange for another Award, the Committee shall require the surrender of such other Award in consideration for the grant of the new Award. In addition, Awards may be granted in lieu of cash compensation, including in lieu of cash amounts payableunder other plans of the Company or any Subsidiary, in which the value of Stock subject to the Award is equivalent in value to the cash compensation (for example, Restricted Stock Units or Restricted Stock), or in which the exercise price,

 

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grant price or purchase price of the Award in the nature of a right that may be exercised is equal to the Fair Market Value of the underlying Stock minus the value of the cash compensationsurrendered (for example, SARs granted with a grant price “discounted” by the amount of the cash compensation surrendered). 

(b) Term of Awards. The term of each Award shall be for such period as may be determined by the Committee; provided that in no event shall the term of any SAR exceed a period of ten years.

(c) Form and Timing of Payment under Awards; Deferrals. Subject to the terms of this Plan and anyapplicable Award agreement, payments to be made by the Company or a Subsidiary upon the exercise of an SAR or settlement of an Award may be made in such forms as the Committee shall determine, including without limitation cash, Stock, other Awardsor other property, and may be made in a single payment or transfer, in installments, or on a deferred basis. The settlement of any Award may be accelerated, and cash paid in lieu of Stock in connection with such settlement, in the discretion of theCommittee or upon occurrence of one or more specified events (in addition to a Change in Control). Installment or deferred payments may be required by the Committee (subject to Section 10(c) of this Plan, including the consent provisionsthereof in the case of any deferral of an outstanding Award not provided for in the original Award agreement) or permitted at the election of the Participant on terms and conditions established by the Committee. Payments may include, withoutlimitation, provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of Dividend Equivalents or other amounts in respect of installment or deferred payments denominated in Stock.Any deferral shall only be allowed as is provided in a separate deferred compensation plan adopted by the Company. This Plan shall not constitute an “employee benefit plan” for purposes of section 3(3) of the Employee Retirement IncomeSecurity Act of 1974, as amended. 

(d) Exemptions from Section 16(b) Liability. It is the intent ofthe Company that the grant of any Awards to or other transaction by a Participant who is subject to section 16 of the Exchange Act shall be exempt from section 16 pursuant to an applicable exemption (except for transactions acknowledged in writingto be non-exempt by such Participant). Accordingly, if any provision of this Plan or any Award agreement does not comply with the requirements of Rule 16b-3 as then applicable to any such transaction, such provision shall be construed or deemedamended to the extent necessary to conform to the applicable requirements of Rule 16b-3 so that such Participant shall avoid liability under section 16(b). 

(e) Non-Competition Agreement. Each Participant to whom an Award is granted under this Plan may be required to agree in writing as a condition to the granting of such Award not to engage in conductin competition with the Company or any of its Subsidiaries for a period after the termination of such Participant’s employment with the Company and its Subsidiaries as determined by the Committee. 

8. **Performance and Annual Incentive Awards**. 

(a) Performance Conditions. The right of a Participant to exercise or receive a grant or settlement of any Award, andthe timing thereof, may be subject to such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performanceconditions, and may exercise its discretion to reduce or increase the amounts payable under any Award subject to performance conditions, except as limited under Sections 8(b) and 8(c) hereof in the case of a Performance Award or Annual IncentiveAward intended to qualify under section 162(m) of the Code. 

 

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(b) Performance Awards Granted to Designated Covered Employees. Ifthe Committee determines that a Performance Award to be granted to an Eligible Person who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of section 162(m)of the Code, the grant, exercise and/or settlement of such Performance Award may be contingent upon achievement of preestablished performance goals and other terms set forth in this Section 8(b). 

(i) Performance Goals Generally. The performance goals for such Performance Awards shall consist of one or morebusiness criteria or individual performance criteria and a targeted level or levels of performance with respect to each of such criteria, as specified by the Committee consistent with this Section 8(b). Performance goals shall be objective andshall otherwise meet the requirements of section 162(m) of the Code and regulations thereunder (including Treasury Regulation §1.162-27 and successor regulations thereto), including the requirement that the level or levels of performancetargeted by the Committee result in the achievement of performance goals being “substantially uncertain.” The Committee may determine that such Performance Awards shall be granted, exercised, and/or settled upon achievement of any oneperformance goal or that two or more of the performance goals must be achieved as a condition to grant, exercise and/or settlement of such Performance Awards. Performance goals may differ for Performance Awards granted to any one Participant or todifferent Participants. 

(ii) Business and Individual Performance Criteria. 

(A) Business Criteria. One or more of the following business criteria for the Company, on a consolidated basis,and/or for specified Subsidiaries or business or geographical units of the Company (except with respect to the total stockholder return and earnings per share criteria), shall be used by the Committee in establishing performance goals for suchPerformance Awards: (1) earnings per share; (2) increase in revenues; (3) increase in cash flow; (4) increase in cash flow return; (5) return on net assets, return on assets, return on investment, return on capital, orreturn on equity; (6) economic value added; (7) operating margin or contribution margin; (8) net income; pretax earnings; pretax earnings before interest, depreciation and amortization; pretax operating earnings after interest expenseand before incentives, service fees, and extraordinary or special items; or operating income; (9) total stockholder return; (10) debt reduction; (11) combined ratio; (12) reduction in expense ratio; (13) gross margin;(14) yield; and (15) any of the above goals determined on an absolute or relative basis or as compared to the performance of a published or special index deemed applicable by the Committee including, but not limited to, theStandard & Poor’s 500 Stock Index or a group of comparable companies. One or more of the foregoing business criteria shall also be exclusively used in establishing performance goals for Annual Incentive Awards granted to a CoveredEmployee under Section 8(c) hereof. 

(B) Individual Performance Criteria. The grant, exerciseand/or settlement of Performance Awards may also be contingent upon individual performance goals established by the Committee. If required for compliance with section 162(m) of the Code, such criteria shall be approved by the stockholders of theCompany. 

(iii) Performance Period; Timing for Establishing Performance Goals. Achievement ofperformance goals in respect of such Performance Awards shall be measured over a performance period of up to ten years, as specified by the Committee. Performance goals shall be established not later than 90 days after the beginning of anyperformance period applicable to such Performance Awards, or at such other date as may be required or permitted for “performance-based compensation” under section 162(m) of the Code. 

 

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(iv) Performance Award Pool. The Committee may establish aPerformance Award pool, which shall be an unfunded pool, for purposes of measuring performance of the Company in connection with Performance Awards. The amount of such Performance Award pool shall be based upon the achievement of a performance goalor goals based on one or more of the criteria set forth in Section 8(b)(ii) hereof during the given performance period, as specified by the Committee in accordance with Section 8(b)(iii) hereof. The Committee may specify the amount of thePerformance Award pool as a percentage of any of such criteria, a percentage thereof in excess of a threshold amount, or as another amount which need not bear a strictly mathematical relationship to such criteria. 

(v) Settlement of Performance Awards; Other Terms. After the end of each performance period, the Committee shalldetermine the amount, if any, of (A) the Performance Award pool, and the maximum amount of potential Performance Award payable to each Participant in the Performance Award pool, or (B) the amount of potential Performance Award otherwisepayable to each Participant. Settlement of such Performance Awards shall be in cash, Stock, other Awards or other property, in the discretion of the Committee. The Committee may, in its discretion, reduce the amount of a settlement otherwise to bemade in connection with such Performance Awards, but may not exercise discretion to increase any such amount payable to a Covered Employee in respect of a Performance Award subject to this Section 8(b). The Committee shall specify thecircumstances in which such Performance Awards shall be paid or forfeited in the event of termination of employment by the Participant prior to the end of a performance period or settlement of Performance Awards. 

(c) Annual Incentive Awards Granted to Designated Covered Employees. If the Committee determines that an AnnualIncentive Award to be granted to an Eligible Person who is designated by the Committee as likely to be a Covered Employee should qualify as “performance-based compensation” for purposes of section 162(m) of the Code, the grant, exerciseand/or settlement of such Annual Incentive Award shall be contingent upon achievement of preestablished performance goals and other terms set forth in this Section 8(c). 

(i) Annual Incentive Award Pool. The Committee may establish an Annual Incentive Award pool, which shall be anunfunded pool, for purposes of measuring performance of the Company in connection with Annual Incentive Awards. The amount of such Annual Incentive Award pool shall be based upon the achievement of a performance goal or goals based on one or more ofthe business criteria set forth in Section 8(b)(ii) hereof during the given performance period, as specified by the Committee in accordance with Section 8(b)(iii) hereof. The Committee may specify the amount of the Annual Incentive Awardpool as a percentage of any of such business criteria, a percentage thereof in excess of a threshold amount, or as another amount which need not bear a strictly mathematical relationship to such business criteria. 

(ii) Potential Annual Incentive Awards. Not later than the end of the 90th day of each fiscal year, or at such otherdate as may be required or permitted in the case of Awards intended to be “performance-based compensation” under section 162(m) of the Code, the Committee shall determine the Eligible Persons who will potentially receive Annual IncentiveAwards, and the amounts potentially payable thereunder, for that fiscal year, either out of an Annual Incentive Award pool established by such date under Section 8(c)(i) hereof or as individual Annual Incentive Awards. In the case of individualAnnual Incentive Awards intended to qualify under section 162(m) of the Code, the amount potentially payable shall be based upon the achievement of a performance goal or goals based on one or more of the business criteria set forth inSection 8(b)(ii) hereof in the given performance year, as specified by the Committee; in other cases, such amount shall be based on such criteria as shall be established by the Committee. 

 

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(iii) Payout of Annual Incentive Awards. After the end of each fiscalyear, the Committee shall determine the amount, if any, of (A) the Annual Incentive Award pool, and the maximum amount of potential Annual Incentive Award payable to each Participant in the Annual Incentive Award pool, or (B) the amount ofpotential Annual Incentive Award otherwise payable to each Participant. The Committee may, in its discretion, determine that the amount payable to any Participant as a final Annual Incentive Award shall be increased or reduced from the amount of hisor her potential Annual Incentive Award, including a determination to make no final Award whatsoever, but may not exercise discretion to increase any such amount in the case of an Annual Incentive Award intended to qualify under section 162(m) ofthe Code. The Committee shall specify the circumstances in which an Annual Incentive Award shall be paid or forfeited in the event of termination of employment by the Participant prior to the end of a fiscal year or settlement of such AnnualIncentive Award. 

(d) Written Determinations. All determinations by the Committee as to theestablishment of performance goals, the amount of any Performance Award pool or potential individual Performance Awards and as to the achievement of performance goals relating to Performance Awards under Section 8(b), and the amount of anyAnnual Incentive Award pool or potential individual Annual Incentive Awards and the amount of final Annual Incentive Awards under Section 8(c), shall be made in writing in the case of any Award intended to qualify under section 162(m) of theCode. The Committee may not delegate any responsibility relating to such Performance Awards or Annual Incentive Awards. 

(e) Status of Section 8(b) and Section 8(c) Awards under Section 162(m) of the Code. It is the intent of the Company that Performance Awards and Annual Incentive Awards under Sections 8(b) and 8(c) hereof granted topersons who are designated by the Committee as likely to be Covered Employees within the meaning of section 162(m) of the Code and regulations thereunder (including Treasury Regulation §1.162-27 and successor regulations thereto) shall, if sodesignated by the Committee, constitute “performance-based compensation” within the meaning of section 162(m) of the Code and regulations thereunder. Accordingly, the terms of Sections 8(b), (c), (d) and (e), including the definitionsof Covered Employee and other terms used therein, shall be interpreted in a manner consistent with section 162(m) of the Code and regulations thereunder. The foregoing notwithstanding, because the Committee cannot determine with certainty whether agiven Participant will be a Covered Employee with respect to a fiscal year that has not yet been completed, the term Covered Employee as used herein shall mean only a person designated by the Committee, at the time of grant of Performance Awards oran Annual Incentive Award, who is likely to be a Covered Employee with respect to that fiscal year. If any provision of this Plan as in effect on the date of adoption or any agreements relating to Performance Awards or Annual Incentive Awards thatare designated as intended to comply with section 162(m) of the Code does not comply or is inconsistent with the requirements of section 162(m) of the Code or regulations thereunder, such provision shall be construed or deemed amended to the extentnecessary to conform to such requirements. 

9. **Recapitalization or Reorganization**. 

(a) Existence of Plans and Awards. The existence of this Plan and the Awards granted hereunder shall not affect in anyway the right or power of the Board or the stockholders of the Company to make or authorize any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, any merger or consolidation of theCompany, any issue of debt or equity securities ahead of or affecting Stock or the rights thereof, the dissolution or liquidation of the Company or any sale, lease, exchange or other disposition of all or any part of its assets or business or anyother corporate act or proceeding. 

 

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(b) Subdivision or Consolidation of Shares. The terms of an Award andthe number of shares of Stock authorized pursuant to Section 4 for issuance under the Plan shall be subject to adjustment from time to time, in accordance with the following provisions: 

(i) If at any time, or from time to time, the Company shall subdivide as a whole (by reclassification, by a Stock split, bythe issuance of a distribution on Stock payable in Stock, or otherwise) the number of shares of Stock then outstanding into a greater number of shares of Stock, then (A) the maximum number of shares of Stock available for the Plan as providedin Section 4 shall be increased proportionately, and the kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the per person share limitation set forth in Section 5 shall be increasedproportionately, (C) the number of shares of Stock (or other kind of shares or securities) that may be acquired under any Award shall be increased proportionately, and (D) the grant price for each share of Stock (or other kind of shares orsecurities) subject to then outstanding SARs shall be reduced proportionately, without changing the aggregate purchase price or value as to which outstanding SARs remain exercisable or subject to restrictions. 

(ii) If at any time, or from time to time, the Company shall consolidate as a whole (by reclassification, reverse Stocksplit, or otherwise) the number of shares of Stock then outstanding into a lesser number of shares of Stock, (A) the maximum number of shares of Stock available for the Plan as provided in Section 4 shall be decreased proportionately, andthe kind of shares or other securities available for the Plan shall be appropriately adjusted, (B) the per person share limitation set forth in Section 5 shall be decreased proportionately, (C) the number of shares of Stock (or otherkind of shares or securities) that may be acquired under any Award shall be decreased proportionately, and (D) the grant price for each share of Stock (or other kind of shares or securities) subject to then outstanding SARs shall be increasedproportionately, without changing the aggregate purchase price or value as to which outstanding SARs remain exercisable or subject to restrictions. 

(iii) Whenever the number of shares of Stock subject to outstanding Awards and the price for each share of Stock subject to outstanding Awards are required to be adjusted as provided in thisSection 9(b), the Committee shall promptly prepare a notice setting forth, in reasonable detail, the event requiring adjustment, the amount of the adjustment, the method by which such adjustment was calculated, and the change in price and thenumber of shares of Stock, other securities, cash, or property purchasable subject to each Award after giving effect to the adjustments. The Committee shall promptly give each Participant such a notice. 

(iv) Adjustments under Subsections 9(b)(i) and (ii) shall be made by the Committee, and its determination as to whatadjustments shall be made and the extent thereof shall be final, binding, and conclusive. No fractional interest shall be issued under the Plan on account of any such adjustments. 

(c) Corporate Restructuring. If the Company recapitalizes, reclassifies its capital stock, or otherwise changes itscapital structure (a “recapitalization”), the number and class of shares of Stock covered by Awards theretofore granted shall be adjusted so that such Awards shall thereafter cover the number and class of shares of stock and securities towhich 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 Stock then covered by such Awards and theshare limitations provided in Sections 4 and 5 shall be adjusted in a manner consistent with the recapitalization. Upon a Change in Control outstanding Awards will vest and become fully exercisable. The Committee, acting in its sole discretionwithout the consent or approval of any holder, shall make such adjustments to Awards then outstanding as the Committee deems appropriate to reflect such Change in Control; provided, however, that the Committee may determine in its sole discretionthat no adjustment is

 

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necessary to Awards then outstanding; provided, further, that the right to make such adjustments shall include, but not be limited to, the modification of an Award such that the holder of theAward shall be entitled to receive (in lieu of the total shares that the holder would otherwise be entitled to purchase or receive under the Award (the “Total Shares”)), the number of shares of stock, other securities, cash or property towhich the Total Shares would have been entitled to in connection with the Change in Control, at an aggregate grant price equal to the exercise price that would have been payable if the Total Shares had been purchased upon the exercise of the Awardimmediately before the consummation of the Change in Control. 

(d) Additional Issuances. Except ashereinbefore expressly provided, the issuance by the Company of shares of stock of any class or securities convertible into shares of stock of any class, for cash, property, labor or services, upon direct sale, upon the exercise of rights orwarrants to subscribe therefor, or upon conversion of shares or obligations of the Company convertible into such shares or other securities, and in any case whether or not for fair value, shall not affect, and no adjustment by reason thereof shallbe made with respect to, the number of shares of Stock subject to Awards theretofore granted or the purchase price per share, if applicable. 

10. **General Provisions**. 

(a) Transferability. Awardsshall not be transferable other than by will or the laws of descent and distribution. 

(b) Taxes. TheCompany and any Subsidiary shall withhold from any Award granted, or any payment relating to an Award under this Plan, including from a distribution of Stock, amounts of withholding and other taxes due or potentially payable in connection with anytransaction involving an Award, and to take such other action as the Committee may deem advisable to enable the Company and Participants to satisfy obligations for the payment of withholding taxes and other tax obligations relating to any Award.This authority shall include authority to withhold or receive Stock or other property and to make cash payments in respect thereof in satisfaction of a Participant’s tax obligations on a mandatory basis in the discretion of the Committee.

(c) Changes to this Plan and Awards. The Board may amend, alter, suspend, discontinue or terminate thisPlan or the Committee’s authority to grant Awards under this Plan without the consent of stockholders or Participants, except that any amendment or alteration to this Plan, including any increase in any share limitation, shall be subject to theapproval of the Company’s stockholders not later than the annual meeting next following such Board action if such stockholder approval is required by any federal or state law or regulation or the rules of any stock exchange or automatedquotation system on which the Stock may then be listed or quoted, and the Board may otherwise, in its discretion, determine to submit other such changes to this Plan to stockholders for approval; provided that, without the consent of an affectedParticipant, no such Board action may materially and adversely affect the rights of such Participant under any previously granted and outstanding Award. The Committee may waive any conditions or rights under, or amend, alter, suspend, discontinue orterminate any Award theretofore granted and any Award agreement relating thereto, except as otherwise provided in this Plan; provided that, without the consent of an affected Participant, no such Committee action may materially and adversely affectthe rights of such Participant under such Award. 

(d) Limitation on Rights Conferred under Plan. Neitherthis Plan nor any action taken hereunder shall be construed as (i) giving any Eligible Person or Participant the right to continue as an Eligible Person or Participant or in the employ or service of the Company or a Subsidiary,(ii) interfering in any way with the right of the Company or a Subsidiary to terminate any Eligible Person’s or Participant’s employment or service at any time, (iii) giving an Eligible Person or Participant any claim to

 

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be granted any Award under this Plan or to be treated uniformly with other Participants and employees, or (iv) conferring on a Participant any of the rights of a stockholder of the Companyunless and until the Participant is duly issued or transferred shares of Stock in accordance with the terms of an Award. 

(e) Unfunded Status of Awards. This Plan is intended to constitute an “unfunded” plan for certain incentive awards. 

(f) Nonexclusivity of this Plan. Neither the adoption of this Plan by the Board nor its submission to the stockholdersof the Company for approval shall be construed as creating any limitations on the power of the Board or a committee thereof to adopt such other incentive arrangements as it may deem desirable, including incentive arrangements and awards which do notqualify under section 162(m) of the Code. Nothing contained in this Plan shall be construed to prevent the Company or any Subsidiary from taking any corporate action which is deemed by the Company or such Subsidiary to be appropriate or in its bestinterest, whether or not such action would have an adverse effect on this Plan or any Award made under this Plan. No employee, beneficiary or other person shall have any claim against the Company or any Subsidiary as a result of any such action.

(g) Payments in the Event of Forfeitures; Fractional Shares. Unless otherwise determined by theCommittee, in the event of a forfeiture of an Award with respect to which a Participant paid cash or other consideration to the Company in exchange for such Award, the Participant shall be repaid the amount of such cash or other consideration. Nofractional shares of Stock shall be issued or delivered pursuant to this Plan or any Award. The Committee shall determine whether cash, other Awards or other property shall be issued or paid in lieu of such fractional shares or whether suchfractional shares or any rights thereto shall be forfeited or otherwise eliminated. 

(h) Severability.If any provision of this Plan is held to be illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but such provision shall be fully severable and the Plan shall be construed and enforced asif the illegal or invalid provision had never been included herein. If any of the terms or provisions of this Plan or any Award agreement conflict with the requirements of Rule 16b-3 (as those terms or provisions are applied to Eligible Persons whoare subject to section 16(b) of the Exchange Act), then those conflicting terms or provisions shall be deemed inoperative to the extent they so conflict with the requirements of Rule 16b-3 (unless the Board or the Committee, as appropriate, hasexpressly determined that the Plan or such Award should not comply with Rule 16b-3). 

(i) Governing Law.All questions arising with respect to the provisions of the Plan and Awards shall be determined by application of the laws of the State of Texas, without giving effect to any conflict of law provisions thereof, except to the extent Texas law ispreempted by federal law. The obligation of the Company to sell and deliver Stock hereunder is subject to applicable federal and state laws and to the approval of any governmental authority required in connection with the authorization, issuance,sale, or delivery of such Stock. 

(j) Conditions to Delivery of Stock. Nothing herein or in any Awardgranted hereunder or any Award agreement shall require the Company to issue any shares with respect to any Award if that issuance would, in the opinion of counsel for the Company, constitute a violation of the Securities Act or any similar orsuperseding statute or statutes, any other applicable statute or regulation, or the rules of any applicable securities exchange or securities association, as then in effect. At the time of any exercise of a Stock Appreciation Right, or at the timeof any grant of a Restricted Stock Award, the Company may, as a condition precedent to the exercise of such Stock Appreciation Right or vesting of any Restricted Stock Award, require from the Participant (or in the event of his death, his legalrepresentatives, heirs, legatees, or distributees) such written representations, if any, concerning the

 

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holder’s intentions with regard to the retention or disposition of the shares of Stock being acquired pursuant to the Award and such written covenants and agreements, if any, as to themanner of disposal of such shares as, in the opinion of counsel to the Company, may be necessary to ensure that any disposition by that holder (or in the event of the holder’s death, his legal representatives, heirs, legatees, or distributees)will not involve a violation of the Securities Act or any similar or superseding statute or statutes, any other applicable state or federal statute or regulation, or any rule of any applicable securities exchange or securities association, as thenin effect. No Stock Appreciation Right shall be exercisable and no restriction on any Restricted Stock Award shall lapse with respect to a Participant unless and until the holder thereof shall have paid cash or property to, or performed servicesfor, the Company or any of its Subsidiaries that the Committee believes is equal to or greater in value than the par value of the Stock subject to such Award. 

(k) Plan Effective Date and Stockholder Approval. This Plan has been adopted by the Board and became effective uponapproval by the stockholders of the Company at the annual meeting on April 20, 2006. 

 

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