Exhibit 10.2


THE 2007 LONG-TERM INCENTIVE AWARD PLAN


OF


JWH HOLDING COMPANY, LLC


JWH Holding Company, LLC, a Delaware limited liability company, has
adopted the 2007 Long-Term Incentive Award Plan of JWH Holding Company, LLC, (the “Plan”), effective March 1, 2007,
for the benefit of its eligible employees, consultants and directors.


The purposes of the Plan are as follows:


(1)
To provide an additional incentive for Employees (as defined below) to further
the growth, development and financial success of the Company by personally
benefiting through the ownership of Company equity and/or rights which
recognize such growth, development and financial success.


(2)
To enable the Company to obtain and retain the services of Employees considered
essential to the long-range success of the company by offering them an
opportunity to own equity in the Company and/or rights which will reflect the
growth, development and financial success of the Company.


ARTICLE I.


DEFINITIONS


Wherever the following terms are used in the Plan,
they shall have the meanings specified below, unless the context clearly
indicates otherwise. The singular pronoun shall include the plural where the
context so indicates.


1.1. “Administrator”
shall mean the entity that conducts the general administration of the Plan as
provided herein.


1.2. “Award” shall
mean an Option that may be awarded or granted under the Plan.


1.3. “Award Agreement”
shall mean a written agreement executed by an authorized officer of the Company
and the Holder that shall contain such terms and conditions with respect to an
Award as the Administrator shall determine, consistent with the Plan.


1.4. “Award Limit”
shall mean 0.2 LLC Interests, as adjusted pursuant to Section 8.3.


1.5. “Board” shall
mean the Board of Directors of Walter.


1.6. “Change in Control”
shall mean a change in ownership or control of the Company effected through any
of the following:


(a)
Any person or related group of persons (other than Walter or a person that,
prior to such transaction, directly of indirectly controls, is controlled by,
or is under common control with, Walter) directly or indirectly acquires
beneficial ownership of securities, possessing more than 40% of the total
combined voting power of the Company’s outstanding securities, or



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(b)
There is a change in the composition of the Board over a period of 36
consecutive months (or less) such that a majority of the Board members (rounded
up to the nearest whole number) ceases to be comprised of individuals who
either (i) have been Board members continuously since the beginning of such
period, or (ii) have been elected or nominated for election as Board members
during such period by at least a majority of the Board members described in
clause (i) who were still in office at the time such election or nomination was
approved by the Board; or


(c)
The equity holders of the Company approve a merger or consolidation of the
Company with any other corporation (or other entity), other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 66 2/3% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation; provided, however, that a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no person acquires more than 25% of the combined
voting power of the Company’s then outstanding securities shall not constitute
a Change in Control; or


(d)
The equity holders of the Company approve a plan of complete liquidation of the
Company of an agreement for the sale, lease or other disposition by the Company
of all or substantially all of the Company’s assets.


1.7. “Code” shall
mean the Internal Revenue Code of 1986, as amended.


1.8. “Committee”
shall mean the Compensation Committee of the Board, or another committee or
subcommittee of the Board, appointed as provided in Section 7.1.


1.9. “Common Equity”
shall mean the LLC Interests of the Company.


1.10. “Company” shall
mean JWH Holding Company, LLC, a
Delaware limited liability company.


1.11. “Director”
shall mean a member of the Board.


1.12. “DRO” shall
mean a domestic relations order as defined by the Code or Title I of the
Employee Retirement Income Security Act of 1974, as amended, or the rules
thereunder.


1.13. “Employee”
shall mean any officer, or other employee (as defined in accordance with
Section 3401 (c) of the Code) of the Company, or of any Subsidiary.  An employee may be a Director.


1.14. “Exchange Act”
shall mean the Securities Exchange Act of 1934, as amended.


1.15. “Fair
Market Value” shall have the meaning assigned in the applicable
Award Agreement.


1.16. “Holder” shall
mean a person who has been granted or awarded an Award.


1.17. “Independent Director”
shall mean a member of the Board who is not an Employee of the Company.


1.18. “Option” shall
mean an equity option granted under Article IV of the Plan.



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1.19. “Plan” shall
mean the 2007 Long-Term Incentive Award Plan of JWH Holding Company, LLC.


1.20. “Rule 16b-3”
shall mean Rule 16b-3 promulgated under the Exchange Act, as such Rule may be
amended from time to time.


1.21. “Section 162(m)
Participant” shall mean any Employee whose compensation for a given
fiscal year may be subject to the limit on deductible compensation imposed by
Section 162(m) of the Code.


1.22. “Securities Act”
shall mean the Securities Act of 1933, as amended.


1.23. “Subsidiary”
shall mean any corporation in an unbroken chain of corporations beginning with
the Company if each of the corporations other than the last corporation in the
unbroken chain then owns equity possessing 50% or more of the total combined
voting power of all classes of equity in one of the other corporations in such
chain.


1.24. “Substitute Award”
shall mean an Option granted under this Plan upon the assumption of, or in
substitution for, outstanding equity awards previously granted by a company or
other entity in connection with a corporate transaction, such as a merger,
combination, consolidation or acquisition or property or equity; provided, however, that in no event shall the term “Substitute
Award” be construed to refer to an award made in connection with the
cancellation and repricing of an Option.


1.25. “Termination of Employment”
shall mean the time when the employee-employer relationship between a Holder
and the Company or any Subsidiary is terminated for any reason, with or without
cause, including, but not by way of limitation, a termination by resignation,
discharge, death, disability or retirement; but excluding (a) terminations
where there is a simultaneous reemployment or continuing employment of a Holder
by the Company or any Subsidiary, (b) at the discretion of the Administrator,
terminations which result in a temporary severance of the employee-employer
relationship, and (c) at the discretion of the Administrator, terminations
which are followed by the simultaneous establishment of a consulting
relationship by the Company or a Subsidiary with the former employee. The
Administrator, in its discretion, shall determine the effect of all matters and
questions relating to Terminations of Employment, including, but not by way of
limitation, the question of whether a Termination of Employment resulted from a
discharge for good cause, and all questions of whether a particular leave of
absence constitutes a Termination of Employment.


1.26. “Walter” shall
mean Walter Industries, Inc.


ARTICLE II.


LLC INTERESTS SUBJECT TO PLAN


2.1. LLC Interests Subject to
Plan.


(a)
The LLC Interests subject to Awards shall be Common Equity. Subject to
adjustment as provided in Section 8.3, the aggregate number of such LLC
Interests which may be issued upon exercise of Awards under the Plan shall not
exceed 0.2.


(b)
The maximum number of LLC Interests which may be subject to Awards granted
under the Plan to any individual in any calendar year shall not exceed the
Award Limit.



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2.2 Add-back of Options and
Other Rights; Certain Acquired Entities


(a)
If any Option expires or is canceled without having been fully exercised, or is
exercised in whole or in part for cash as permitted by the Plan, the number of
LLC Interests subject to such Options but as to which such Option was not
exercised prior to its expiration, cancellation or exercise may again be
optioned, granted or awarded hereunder, subject to the limitations of Section
2.1. Furthermore, any LLC Interests subject to Award which are adjusted
pursuant to Section 8.3 and become exercisable with respect to equity of
another corporation shall be considered cancelled and may again be optioned,
granted or awarded hereunder subject to the limitations of Section 2.1. LLC
Interests which are delivered by the Holder or withheld by the company upon the
exercise of any Award under the Plan, in payment of the exercise price thereof
or tax withholding thereon, may again be optioned, granted or awarded
hereunder, subject to the limitations of Section 2.1.


(b)
Subject to Sections 3.2(d) and 3.3, any LLC Interests that are issued by the
Company, and any Awards that are granted as a result of the assumption of, or
in substitution for, outstanding awards previously granted by an acquired
entity shall not be counted against the limitations set forth in Section 2.1.


ARTICLE III.


GRANTING OF AWARDS


3.1 Award Agreement.
Each Award shall be evidenced by an Award Agreement.


3.2. Provisions Applicable to
Section 162(m) Participants.


(a)
The Committee, in its discretion, may determine whether an Award is to qualify
as performance-based compensation as described in Section 162(m) (4) (C) of the
Code.


(b)
Notwithstanding anything in the Plan to the contrary, the Committee may grant
any Award to a Section 162(m) Participant.


(c)
Furthermore, notwithstanding any other provision of the Plan, any Award which
is granted to a Section 162(m) Participant and is intended to qualify as
performance-based compensation as described in Section 162(m)(4)(C) of the Code
shall be subject to any additional limitations set forth in Section 162(m) of
the Code (including any amendment to Section 162(m) of the Code) or any
regulations or rulings issued thereunder that are requirements for
qualification as performance-based compensation as described in Section
162(m)(4)(C) of the Code, and the Plan shall be deemed amended to the extent
necessary to conform to such requirements.


3.3. Limitations Applicable to
Section 16 Persons. Notwithstanding any other provisions of the
Plan, the Plan, and any Award granted or awarded to any individual who is then
subject to Section 16 of the Exchange Act, shall be subject to any additional
limitations set forth in any applicable exemptive rule under Section 16 of the
Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that
are requirements for the application of such exemptive rule. To the extent
permitted by applicable law, the Plan and Awards granted or awarded hereunder
shall be deemed amended to the extent necessary to conform to such applicable
exemptive rule.


3.4. Consideration.
In consideration of the granting of an Award under the Plan, the Holder shall
agree, in the Award Agreement, to remain in the employ of the Company or any
Subsidiary for a period of at least one year (of such shorter period as may be
fixed in the Award Agreement of by action of the Administrator following grant
of the Award) after the Award is granted.



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3.5. At-Will Employment.
Nothing in the Plan or in any Award Agreement hereunder shall confer upon any
Holder any right to continue in the employ of the Company or any Subsidiary, or
as a director of the Company, or shall interfere with or restrict in any way
the rights of the Company and any Subsidiary, which are hereby expressly
reserved, to discharge any Holder at any time for any reason whatsoever, with
or without cause, except to the extent expressly provided otherwise in a
written employment agreement between the Holder and the Company or any
Subsidiary.


ARTICLE IV.


GRANTING OF OPTIONS


4.1. Eligibility.
Any Employee selected by the Administrator pursuant to Section 4.4(a) (i) shall
be eligible to be granted an Option.


4.2. Granting of Options to
Employees.


(a)
The Administrator shall from time to time, in its discretion, and subject to
applicable limitations of the Plan:


(i)
Select from among the Employees (including Employees who have previously
received Awards under the Plan) such of them as in its opinion should be
granted Options;


(ii)
Subject to the Award Limit, determine the number of LLC Interests to be subject
to such Options granted to the selected Employees;


(iii)
Subject to Section 4.3, determine whether such Options are to be Incentive
Equity Options or Non-Qualified Equity Options and whether such Options are to
qualify as performance-based compensation as described in Section 162(m)(4)(C)
of the Code; and


(iv)
Determine the terms and conditions of such Options, consistent with the Plan; provided, however, that the terms and conditions of Options
intended to qualify as performance-based compensation as described in Section
162(m) (4) (C) of the Code shall include, but not be limited to, such terms and
conditions as may be necessary to meet the applicable provisions of Section
162(m) of the Code.


(b)
Upon the selection of an Employee to be granted an Option, the Administrator
shall instruct the Secretary of the Company to issue the Option and may impose
such conditions on the grant of the Option as it deems appropriate.


ARTICLE V.


TERMS OF OPTIONS


5.1. Option Price.  The exercise price of the LLC Interests subject
to each Option granted to Employees shall be set by the Administrator, provided, however, that in the case of
Options intended to qualify as performance-based compensation as described in
Section 162(m) (4) (C) of the Code, such exercise price shall not be less than
100% of the Fair Market Value of the LLC Interests subject to the Award on the
date the Option is granted.



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5.2. Option Term.  The term of an Option granted to an Employee
shall be set by the Administrator in its discretion.  The Administrator may in its discretion (a)
extend the term of any outstanding Option in connection with any Termination of
Employment, or amend any other term or condition of such Option relating to
such a termination or (b) grant an Option for a term of less than 10 years and
subsequently extend the term of such Option to 10 years without consideration.


5.3. Option Vesting.


(a)
The period during which the right to exercise, in whole or in part, an Option
granted to an Employee vests in the Holder shall be set by the Administrator
and the Administrator may determine that an Option may not be exercised in
whole or in part for a specified period after it is granted.  At any time after grant of an Option, the
Administrator may, in its discretion and subject to whatever terms and
conditions it selects, accelerate the period during which an Option granted to
an Employee vests.


(b)
No portion of an Option granted to an Employee which is unexercisable at
Termination of Employment shall thereafter become exercisable, except as may be
otherwise provided by the Administrator either in the Award Agreement or by
action of the Administrator following the grant of the Option.


5.4. Substitute Awards.  Notwithstanding the foregoing provisions of
this Article V to the contrary, in the case of an Option that is a Substitute
Award, the price per share of the LLC Interests subject to such Option may be
less than the Fair Market Value per share on the date of grant, provided, that
the excess of:


(a)
The aggregate Fair Market Value (as of the date such Substitute Award is
granted) of the LLC Interests subject to the Substitute Award; over


(b) The aggregate exercise price thereof; does not
exceed the excess of:


(c)
The aggregate fair market value (as of the time immediately preceding the
transaction giving rise to the Substitute Award, such fair market value to be
determined by the Administrator) of the LLC Interests of the predecessor entity
that were subject to the grant assumed or substituted for by the Company; over


(d)
The aggregate exercise price of such LLC Interests.


ARTICLE VI.


EXERCISE OF OPTIONS


6.1. Partial Exercise.
An exercisable Option may be exercised in whole or in part.  However, the Administrator may require that
by the terms of the Option, a partial exercise be with respect to a minimum
number of LLC Interests.


6.2. Manner of Exercise.  All or a portion of an exercisable Option
shall be deemed exercised upon delivery of all of the following to the
Secretary of the Company or his or her office;


(a)
A written notice complying with the applicable rules established by the
Administrator stating that the Option, or a portion thereof, is exercised.  The notice shall be signed by the Holder or
other person then entitled to exercise the Option or such portion of the
Option;



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(b)
Such representations and documents as the Administrator, in its discretion,
deems necessary or advisable to effect compliance with all applicable
provisions of the Securities Act and any other federal or state securities laws
or regulations.   The Administrator may,
in its discretion, also take whatever additional actions it deems appropriate
to effect such compliance including, without limitation, placing legends on
share certificates and issuing stop-transfer notices to agents and registrars;


(c)
Any form or forms of identification requested by the Administrator and, in the
event that the Option shall be exercised pursuant to Section 8.1 by any person
or persons other than the Holder, appropriate proof of the right of such person
or persons to exercise the Option; and


(d)
Full cash payment to the Secretary of the Company for the LLC Interests with
respect to which the Option, or portion thereof, is exercised.  However, the Administrator may, in its
discretion, (i) allow payment, in whole or in part, through the delivery of LLC
Interests which have been owned by the Holder for at least six months with a
Fair Market Value on the date of delivery equal to the aggregate exercise price
of the Option or exercised portion thereof; (ii) allow payment, in whole or in
part, through the surrender of LLC Interests then issuable upon exercise of the
Option having a Fair Market Value on the date of Option exercise equal to the
aggregate exercise price of the Option or exercised portion thereof; (iii)
allow payment, in whole or in part, through the delivery of property of any
kind which continues good and valuable consideration, or (iv) allow payment
through any combination of the consideration provided in the foregoing
subparagraphs (i), (ii) and (iii).


6.3. Conditions to Issuance of
LLC Interests.  The Company
shall not be required to issue or deliver any LLC Interests purchased upon the
exercise of any Option or portion thereof prior to fulfillment of all of the
following conditions:


(a)
The completion of any registration or other qualification of such LLC Interests
under any state or federal law, or under the rulings or regulations of the
Securities and Exchange Commission or any other governmental regulatory body
which the Administrator shall, in its discretion, deem necessary or advisable;


(b)
The obtaining of any approval or other clearance from any state or federal
governmental agency which the Administrator shall, in its discretion, determine
to be necessary or advisable;


(c)
The lapse of such reasonable period of time following the exercise of the
Option as the Administrator may establish from time to time for reasons of
administrative convenience; and


(d)
The receipt by the Company of full payment for such LLC Interests, including
payment of any applicable withholding tax, which in the discretion of the
Administrator may be in the form of consideration used by the Holder to pay for
such LLC Interests under Section 6.2(d).


6.4. Rights as Equity Holders.  Holders shall not be, nor have any of the
rights or privileges of, equity holders of the Company in respect of any LLC
Interests purchasable upon the exercise of any part of an Option unless and
such LLC Interests have been issued by the Company to such Holders.


6.5. Ownership and Transfer
Restrictions.  The
Administrator, in its discretion, may impose such restrictions on the ownership
and transferability of the LLC Interests purchasable upon the exercise of an
Option as it deems appropriate.  Any such
restrictions shall be set forth in the respective Award Agreement.



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6.6. Additional Limitations on
Exercise of Options.  Holders
may be required to comply with any timing or other restrictions with respect to
the settlement or exercise of an Option, including a window-period limitation,
as may be imposed in the discretion of the Administrator.


ARTICLE VII.


ADMINISTRATION


7.1. Compensation Committee.
The Compensation Committee (or one or more other committees or subcommittees of
the Board assuming the functions of the Committee under the Plan) shall consist
solely of two or more Independent Directors appointed by and holding office at
the pleasure of the Board, each of whom is both a “non-employee director” as
defined by Rule 16b-3 and an “outside director” for purposes of Section 162(m)
of the Code.  Appointment of Committee
members shall be effective upon acceptance of appointment.  Committee members may resign at any time by
delivering written notice to the Board. 
Vacancies in the Committee may be filled by the Board.


7.2. Duties and Powers of
Administrator.  It shall be
the duty of the Administrator to conduct the general administration of the Plan
in accordance with its provisions.  The
administrator shall have the power to interpret the Plan and the Award
Agreements, and to adopt such rules for the administration, interpretation and
application of the Plan as are consistent therewith, to interpret, amend or
revoke any such rules and to amend any Award Agreement provided that the rights
or obligations of the Holder of the Award that is the subject of any such Award
Agreement are not affected adversely. 
Any such grant or award under the Plan need not be the same with respect
to each Holder.  In its discretion, the
Board may at any time and from time to time exercise any and all rights and
duties of the Administrator under the Plan except with respect to matters which
under Rule 16b-3 or Section 162(m) of the Code, or any regulations or rules
issued thereunder, are required to be determined in the discretion of the
Committee.


7.3. Majority Rule; Unanimous
Written Consent.  The
Committee shall act by a majority of its members in attendance at a meeting at
which a quorum is present or by a memorandum or other written instrument signed
by all members of the Committee.


7.4. Compensation; Professional
Assistance; Good Faith Actions. 
Members of the Committee shall receive such compensation, if any, for
their services as members as may be determined by the Board.  All expenses and liabilities which members of
the Committee incur in connection with the administration of the Plan shall be
borne by the Company.  The Committee may,
with the approval of the Board, employ attorneys, consultants, accountants,
appraisers, brokers or other persons. 
The Committee, the Company and the Company’s officers and Directors
shall be entitled to rely upon the advice, opinions or valuations of any such
persons.  All actions shall be taken and
all interpretations and determinations shall be made by the Administrator
reasonably and in good faith.  No member
of the Administrator shall be personally liable for any action, determination
or interpretation made in good faith with respect to the Plan or Awards, and
all members of the Administrator shall be fully protected by the Company in
respect of any such action, determination or interpretation.


7.5. Delegation of Authority to
Grant Awards.  The Committee
may, but need not, delegate from time to time some or all of its authority to
grant Awards under the Plan to a committee consisting of one or more members of
the Committee or of one or more officers of the Company; provided,
however, that the Committee may not delegate its authority to grant
Awards to individuals (a) who are subject on the date of the grant to the
reporting rule under Section 16(a) of the Exchange Act, (b) who are Section
162(m) Participants, or (c) who are officers of the Company who are delegated
authority by the Committee hereunder. 
Any delegation hereunder shall be subject to the restrictions and limits
that the Committee specifies at the time of such delegation of authority and
may be rescinded at any time by the



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Committee.  At all times, any
committee appointed under this Section 7.5 shall serve in such capacity at the
pleasure of the Committee.


ARTICLE VIII.


MISCELLANEOUS PROVISIONS


8.1. Transferability of Awards.


(a)          Except as otherwise provided in Section
8.1(b):


(i)
No Award under the Plan may be sold, pledged, assigned or transferred in any
manner other than by will or the laws of descent and distribution or, subject
to the consent of the Administrator, pursuant to a DRO, unless and until such Award
has been exercised, or the LLC Interests underlying such Award have been
issued, and all restrictions applicable to such LLC Interests have lapsed;


(ii)
No Award or interest or right therein shall be liable for the debts, contracts
or engagements of the Holder or his or her successors in interest or shall be
subject to disposition by transfer, alienation, anticipation, pledge,
encumbrance, assignment or any other means whether such disposition be
voluntary or involuntary or by operation of law by judgment, levy, attachment,
garnishment or any other legal or equitable proceedings (including bankruptcy),
and any attempted disposition is permitted by the preceding sentence; and


(iii)
During the lifetime of the Holder, only he or she may exercise an Option (or
any portion thereof) granted to him or her under the Plan, unless it has been
disposed of pursuant to a DRO; after the death of the Holder, any exercisable
portion of an Option may, prior to the time when such portions becomes
unexercisable under the Plan or the applicable Award Agreement, be exercised by
his or her personal representative or by any person empowered to do so under
the deceased Holder’s will or under the then applicable laws of descent and
distributions.


(b)
Notwithstanding Section 8.1(a), the Administrator, in its discretion, may
determine to permit a Holder to transfer an Option to any one or more Permitted
Transferees (as defined below), subject to the following terms and conditions:
(i) an Option transferred to a Permitted Transferee shall not be assignable or
transferable by the Permitted Transferee other than by will of the laws of
descent and distribution; (ii) any Option which is transferred to a Permitted
Transferee shall continue to be subject to all the terms and conditions of the
Option as applicable to the original Holder (other than the ability to further
transfer the Option); and (iii) the Holder and the Permitted Transferee shall
execute any and all documents requested by the Administrator, including,
without limitation documents to (A) confirm the status of the transferee as a
Permitted Transferee, (B) satisfy any requirements for an exemption for the
transfer under applicable federal and state securities laws and (C) evidence
the transfer. For purposed of this Section 8.1(b), “Permitted Transferee” shall
mean with respect to a Holder, any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law,
including adoptive relationships, and person sharing the Holder’s household
(other than a tenant or employee), a trust in which these persons (or the
Holder) control the management of assets, and any other entity in which these
persons (or the Holder) own more than fifty percent of the voting interests, or
any other transferee specifically approved by the Administrator after taking
into account any state or federal tax or securities laws applicable to
transferable Options.



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8.2. Amendments, Suspension, or
Termination of the Plan. Except as otherwise provided in this
Section 8.2, the Plan may be wholly or partially amended or otherwise modified,
suspended or terminated at any time or from time to time by the Administrator.
However, without approval of the Company’s equity holders, no action of the
Administrator may, except as provided in Section 8.3, increase the limits
imposed in Section 8.1 on the maximum number of LLC Interests which may be
issued under the Plan. No amendment, suspension or termination of the Plan
shall, without the consent of the Holder, alter or impair any rights or
obligations under any Award theretofore granted or awarded, unless the Award
itself otherwise expressly so provides. No awards may be granted or awarded
during any period of suspension or after termination of the Plan.


8.3. Changes in Common Equity
or Assets of the Company, Acquisition or Liquidation of the Company and Other
Corporate Events.


(a)
Subject to Section 8.3(d), in the event that the Administrator determines that
any dividend or other distribution (whether in the form of cash, Common Equity,
other securities or other property), recapitalization, reclassification, equity
split, reverse equity split, reorganization, merger, consolidation, split-up,
spin-off, combination, repurchase, liquidation, dissolution, or sale, transfer,
exchange or other disposition of all or substantially all of the assets of the
Company, or exchange of Common Equity or other securities of the company,
issuance of warrants or other rights to purchase Common Equity or other
securities of the Company, or other similar corporate transaction or event, in
the Administrator’s discretion, affects the Common Equity such that an
adjustment is determined by the Administrator to be appropriate in order to
prevent dilution or enlargement of the benefits or potential benefits intended
to be made available under the Plan or with respect to an Award, then the
Administrator shall, in such manner as it may deem equitable, adjust any or all
of:


(i)
The number and kind of LLC Interests (or other securities or property) with
respect to which Awards may be granted or awarded (including, but not limited
to, adjustments of the limitations in Section 8.1 on the maximum number and
kind of LLC Interests which may be issued and adjustments of the Award
limited);


(ii)
The number and kind of LLC Interests (or other securities or property) subject
to outstanding Awards; and


(iii) The grant or exercise price with respect to
any Award.


(b)
Subject to Sections 8.3(b)(vi) and 8.3(d), in the event of any transaction or
event described in Section 8.3(a) or any unusual or nonrecurring transactions
or events affecting the Company, any affiliate of the Company, or the financial
statements of the Company or any affiliate, or of changes in applicable laws,
regulations or accounting principles, the Administrator, in its discretion, and
on such terms and conditions as it deems appropriate, either by the terms of
the Award or by action taken prior to the occurrence of such transaction or
event and either automatically or upon the Holder’s request, is hereby
authorized to take any one or more of the following actions whenever the
Administrator determines that such action is appropriate in order to prevent
dilution or enlargement of the benefits or potential benefits intended to be
made available under the Plan or with respect to any Award under the Plan, to
facilitate such transactions or events or to give effect to such changes in
laws, regulations or principles:


(i) To provide for either the purchase of any such Award for an amount
of cash equal to the amount that could have been attained upon the exercise of
such Award or realization of the Holder’s rights had such Award been currently
exercisable or payable or fully vested or the replacement of such Award with
other rights or property selected by the Administrator in its discretion;



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(ii) To provide that the Award cannot vest, be exercised or become
payable after such event;


(iii)
To provide that such Award shall be exercisable as to all LLC Interests covered
thereby, notwithstanding anything to the contrary in Section 5.3 or 5.4 or the
provisions of such Award;


(iv)
To provide that such Award be assumed by the successor or survivor corporation,
or a parent of subsidiary thereof, or shall be substituted for by similar
options, rights or awards covering the equity of the successor or survivor
corporation, or a parent or subsidiary thereof, with appropriate adjustments as
to the number and kind of LLC Interests and prices; and


(v) To make adjustments in the number and type of LLC Interests (or
other securities or property) subject to outstanding Awards and/or in the terms
and conditions of (including the grant or exercise price), and the criteria
included in, outstanding options, and options that may be granted in the
future.


(vi)
Notwithstanding any other provision of the Plan, in the event of a Change in
Control, each outstanding Award shall, immediately prior to the effective date
of the Change in Control, automatically become fully exercisable for all of the
LLC Interests at the time subject to such rights and may be exercised for any
or all of those LLC Interests as fully-vested LLC Interests.


(c)
Subject to Sections 8.3(d), the Administrator may, in its discretion, include
such further provisions and limitations in any Award, agreement or certificate,
as it may deem equitable and in the best interests of the Company.


(d)
No adjustment or action described in this Section 8.3 or in any other provision
of the Plan shall be authorized to the extent such adjustment or action would
result in short-swing profits liability under Section 16 or violate the
exemptive conditions of Rule 16b-3 unless the Administrator determines that the
Award is not to comply with such exemptive conditions.


(e)
The existence of the plan, the Award Agreement and the Awards granted hereunder
shall not affect or restrict in any way the right or power of the Company or
the equity holders 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 the Company, any
issue of equity or of options, warrants or rights to purchase equity or of
bonds, debentures, preferred or prior preference equitys whose rights are
superior to or affect the Common Equity or the rights thereof or which are
convertible into or exchangeable for Common Equity, or the dissolution or
liquidation of the company, or any sale or transfer of all or any part of its
assets or business, or any other corporate act or proceeding, whether of a
similar character or otherwise.


8.4. Tax Withholding.  The company shall be entitled to require
payment in cash or deduction from other compensation payable to each Holder of
any sums required by federal, state or local tax law to be withheld with
respect to the issuance, vesting, exercise or payment of any Award.


8.5. Forfeiture Provisions.  Pursuant to its general authority to
determine the terms and conditions applicable to Awards under the Plan, the
Administrator shall have the right to provide, in the terms of Awards made
under the plan, or to require a Holder to agree by separate written instrument,
that (a)(i) any proceeds, gains or other economic benefit actually or
constructively received by the Holder upon any



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receipt or exercise of the Award, or upon the receipt or resale of any
Common Equity underlying the Award, must be paid to the Company, and (ii) the
Award shall terminate and any unexercised portion of the Award (whether or not
vested) shall be forfeited, if (b)(i) a Termination of Employment occurs prior
to a specified date, or within a specified time period following receipt or
exercise of the Award, or (ii) the Holder at any time, or during a specified
time period, engages in any activity in competition with the Company, or which
is inimical, contrary or harmful to the interests of the Company, as further
defined by the Administrator or (iii) the Holder incurs a Termination of
Employment for cause.


8.6. Effect of Plan Upon Options and Compensation Plans.  The adoption of the Plan shall not affect any
other compensation or incentive plans in effect for the Company or any
Subsidiary.  Nothing in the Plan shall be
construed to limit the right of the Company (a) to establish any other forms of
incentives or compensation for Employees of the Company or any Subsidiary, or
(b) to grant or assume options or other rights or awards otherwise than under
the Plan in connection with any proper corporate purpose including but not by
way of limitation, the grant or assumption of options in connection with the
acquisition by purchase, lease, merger, consolidation or otherwise, of the
business, equity or assets of any corporation, partnership, limited liability
company, firm or association.


8.7. Compliance with Laws.  The Plan, the granting and vesting of Awards
under the Plan and the issuance and delivery of LLC Interests and the payment
of money under the Plan or under Awards granted or awarded hereunder are
subject to compliance with all applicable federal and state laws, rules and
regulations (including but not limited to state and federal securities law and
federal margin requirements) and to such approvals by any listing, regulatory
or governmental authority as may, in the option of counsel for the Company, be
necessary or advisable in connection therewith. 
Any securities delivered under the Plan shall be subject to such
restrictions, and the person acquiring such securities shall, if requested by
the Company, provide such assurances and representations to the Company as the
Company may deem necessary or desirable to assure compliance with all
applicable legal requirements.  To the
extent permitted by applicable law, the Plan and Awards granted or awarded
hereunder shall be deemed amended to the extent necessary to conform to such
laws, rules and regulations.


8.8. Titles.  Titles are provided herein for convenience
only and are not to serve as a basis for interpretation or construction of the
Plan.


8.9. Governing Law.  The Plan and any agreements hereunder shall
be administered, interpreted and enforced under the internal laws of the State
of Delaware without regard to conflicts of laws thereof.



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