Exhibit 10.1 2001 Stock Incentive Plan


    
      

    

                                                                                        Exhibit
      10.1

     

    
 

    GENERAL
      MARITIME CORPORATION

    2001
      STOCK INCENTIVE PLAN

    (As
      amended and restated, effective March 30, 2006)

    


    ARTICLE
      I

    General

     

    1.1 Purpose

     

    The
      General Maritime Corporation 2001 Stock Incentive Plan (the “Plan”) is designed
      to provide certain key persons, on whose initiative and efforts the successful
      conduct of the business of General Maritime Corporation, a Marshall Islands
      Company (known as General Maritime Shipholdings, Ltd., prior to its initial
      public offering) (the “Company”) depends, and who are responsible for the
      management, growth and protection of the business of the Company, with
      incentives to: (a) enter into and remain in the service of the Company, a
      Company subsidiary or a Company joint venture, (b) acquire a proprietary
      interest in the success of the Company, (c) maximize their performance and
      (d)
      enhance the long-term performance of the Company (whether directly or indirectly
      through enhancing the long-term performance of a Company subsidiary or a Company
      joint venture). The Plan is also designed to provide certain “performance-based”
compensation to these key persons.

     

    1.2 Administration

     

    (a) Administration
      by Committee; Constitution of Committee.
      The
      Plan shall be administered by the Compensation Committee of the Board of
      Directors of the Company (the “Board”) or such other committee or subcommittee
      as the Board may designate or as shall be formed by the abstention or recusal
      of
      a non-Qualified Member (as defined below) of such committee (the “Committee”).
      The members of the Committee shall be appointed by, and serve at the pleasure
      of, the Board. While it is intended that at all times that the Committee acts
      in
      connection with the Plan, the Committee shall consist solely of Qualified
      Members, the number of whom shall not be less than two, the fact that the
      Committee is not so comprised will not invalidate any grant hereunder that
      otherwise satisfies the terms of the Plan. For purposes of the foregoing, a
      “Qualified Member” is both a “non-employee director” within the meaning of Rule
      16b-3 (“Rule 16b-3”) promulgated under the Securities Exchange Act of 1934 (the
“1934 Act”) and an “outside director” within the meaning of section 162(m) of
      the Internal Revenue Code of 1986 (the “Code”). If the Committee does not exist,
      or for any other reason determined by the Board, the Board may take any action
      under the Plan that would otherwise be the responsibility of the
      Committee.

     

    (b) Committee’s
      Authority.
      The
      Committee shall have the authority (i) to exercise all of the powers granted
      to
      it under the Plan, (ii) to construe, interpret and implement the Plan and
      any Grant Certificates executed pursuant to Section 2.1, (iii) to
      prescribe, amend and rescind rules and regulations relating to the Plan,
      including rules governing its own operations, (iv) to make all determinations
      necessary or advisable in administering the Plan, (v) to correct any defect,
      supply any omission and reconcile any inconsistency in the Plan, and (vi) to
      amend the Plan to reflect changes in applicable law.

     

    (c) Committee
      Action.
      Actions
      of the Committee shall be taken by the vote of a majority of its members. Any
      action may be taken by a written instrument signed by a majority of the
      Committee members, and action so taken shall be fully as effective as if it
      had
      been taken by a vote at a meeting. Except to the extent prohibited by applicable
      law or the applicable rules of a stock exchange, the Committee may allocate
      all
      or any portion of its responsibilities and powers to any one or more of its
      members and may delegate all or any part of its responsibilities to any person
      or persons selected by it, and may revoke any such allocation or delegation
      at
      any time.

     

    (d) Determinations
      Final.
      The
      determination of the Committee on all matters relating to the Plan or any Grant
      Certificate shall be final, binding and conclusive.

     

    (e) Limit
      on Committee Members’ Liability.
      No
      member of the Committee shall be liable for any action or determination made
      in
      good faith with respect to the Plan or any award thereunder.

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.3 Persons
      Eligible for Awards

     

    The
      persons eligible to receive awards under the Plan are those officers, directors,
      and executive, managerial, professional or administrative employees of, and
      consultants to, the Company, its subsidiaries and its joint ventures
      (collectively, “key persons”) as the Committee in its sole discretion shall
      select. The Committee may from time to time in its sole discretion determine
      that any key person shall be ineligible to receive awards under the
      Plan.

     

    1.4 Types
      of Awards Under Plan

     

    Awards
      may be made under the Plan in the form of (a) incentive stock options, (b)
      non-qualified stock options, (c) stock appreciation rights, (d) dividend
      equivalent rights, (e) restricted stock, (f) unrestricted stock, and (g)
      performance shares, all as more fully set forth in Article II. The term “award”
means any of the foregoing. No incentive stock option may be granted to a person
      who is not an employee of the Company on the date of grant.

     

    1.5 Shares
      Available for Awards

     

    (a) Aggregate
      Number Available; Certificate Legends.
      The
      total number of shares of common stock of the Company (“Common Stock”) with
      respect to which awards may be granted pursuant to the Plan shall not exceed
      4.4
      million shares. Shares issued pursuant to the Plan may be authorized but
      unissued Common Stock, authorized and issued Common Stock held in the Company’s
      treasury or Common Stock acquired by the Company for the purposes of the Plan.
      The Committee may direct that any stock certificate evidencing shares issued
      pursuant to the Plan shall bear a legend setting forth such restrictions on
      transferability as may apply to such shares. 

     

    (b) Adjustment
      Upon Changes in Common Stock.
      Upon
      certain changes in Common Stock, the number of shares of Common Stock available
      for issuance with respect to awards that may be granted under the Plan pursuant
      to Section 1.5(a), shall be adjusted pursuant to Section 3.7(a).

     

    (c) Certain
      Shares to Become Available Again.
      The
      following shares of Common Stock shall again become available for awards under
      the Plan: any shares that are subject to an award under the Plan and that remain
      unissued upon the cancellation or termination of such award for any reason
      whatsoever; any shares of restricted stock forfeited pursuant to Section 2.7(f),
      provided that any dividends paid on such shares are also forfeited pursuant
      to
      such Section 2.7(f); and any shares in respect of which a stock appreciation
      right or performance share award is settled for cash. 

     

    (d) Individual
      Limit.
      Except
      for the limits set forth in this Section 1.5(d) and in Section 2.2(h), no
      provision of this Plan shall be deemed to limit the number or value of shares
      with respect to which the Committee may make awards to any eligible person.
      Subject to adjustment as provided in Section 3.7(a), the total number of shares
      of Common Stock with respect to which awards may be granted to any one employee
      of the Company or a subsidiary during any one calendar year shall not exceed
      750,000 shares. Stock options and stock appreciation rights granted and
      subsequently canceled or deemed to be canceled in the same calendar year count
      against the limit for that year even after their cancellation. 

     

    1.6 Definitions
      of Certain Terms

     

    (a) The
“Fair
      Market Value” of a share of Common Stock on any day shall be the closing price
      on the New York Stock Exchange as reported for such day in The
      Wall Street Journal or,
      if no
      such price is reported for such day, the average of the high bid and low asked
      price of Common Stock as reported for such day. If no quotation is made for
      the
      applicable day, the Fair Market Value of a share of Common Stock on such day
      shall be determined in the manner set forth in the preceding sentence using
      quotations for the next preceding day for which there were quotations, provided
      that such quotations shall have been made within the ten (10) business days
      preceding the applicable day. Notwithstanding the foregoing, if deemed necessary
      or appropriate by the Committee, the Fair Market Value of a share of Common
      Stock on any day shall be determined by the Committee. In no event shall the
      Fair Market Value of any share of Common Stock be less than its par
      value.

     


    
      
        
        

      

      
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    (b) The
      term
“incentive stock option” means an option that is intended to qualify for special
      federal income tax treatment pursuant to sections 421 and 422 of the Code as
      now
      constituted or subsequently amended, or pursuant to a successor provision of
      the
      Code, and which is so designated in the applicable Grant Certificate. Any option
      that is not specifically designated as an incentive stock option shall under
      no
      circumstances be considered an incentive stock option. Any option that is not
      an
      incentive stock option is referred to herein as a “non-qualified stock
      option.”

     

    (c) Except
      for purposes of Section 2.5(f), a grantee shall be deemed to have a
“termination of employment” upon (i) the date the grantee ceases to be employed
      by, or to provide consulting services for, the Company, any Company subsidiary
      or Company joint venture, or any corporation (or any of its subsidiaries) which
      assumes the grantee’s award in a transaction to which section 424(a) of the Code
      applies; (ii) the date the grantee ceases to be a Board member; or (iii) in
      the
      case of a grantee who is, at the time of reference, both an employee or
      consultant and a Board member, the later of the dates determined pursuant to
      subparagraphs (i) and (ii) above. For purposes of clause (i) above, a grantee
      who continues his employment or consulting relationship with: (A) a Company
      subsidiary subsequent to its sale by the Company, or (B) a Company joint venture
      subsequent to the Company’s sale of its interests in such joint venture, shall
      have a termination of employment upon the date of such sale. The Committee
      may
      in its discretion determine whether any leave of absence constitutes a
      termination of employment for purposes of the Plan and the impact, if any,
      of
      any such leave of absence on awards theretofore made under the Plan. Such
      determinations of the Committee shall be final, binding and conclusive. A person
      whose status changes from consultant, employee, or member of the Board to any
      other of such positions without interruption shall not be considered to have
      had
      a termination of employment by reason of such change. For purposes of Section
      2.5(f) a grantee shall have a “termination of employment” when the grantee
      ceases to be a common law employee of the Company or a parent or subsidiary
      of
      the Company. 

     

    (d) The
      terms
“parent corporation” and “subsidiary corporation” shall have the meanings given
      them in section 424(e) and (f) of the Code, respectively.

     

    (e) The
      term
“employment” shall be deemed to mean an employee’s employment with, or a
      consultant’s provision of services to, the Company, any Company subsidiary or
      any Company joint venture and each Board member’s service as a Board
      member.

     

    (f) The
      term
“cause” in connection with a termination of employment by reason of a dismissal
      for cause shall mean:

     

    (i)
      to
      the extent that there is an employment, severance or other agreement governing
      the relationship between the grantee and the Company, a Company subsidiary
      or a
      Company joint venture, which agreement contains a definition of “cause,” cause
      shall consist of those acts or omissions that would constitute “cause” under
      such agreement; and otherwise,

     

    (ii)
      the
      grantee’s termination of employment by the Company or an affiliate on account of
      any one or more of the following:

     

    (A)
      any
      failure by the grantee substantially to perform the grantee’s employment
      duties;

     

    (B)
      any
      excessive unauthorized absenteeism by the grantee;

     

    (C)
      any
      refusal by the grantee to obey the lawful orders of the Board or any other
      person or committee to whom the grantee reports;

     

    (D)
      any
      act or omission by the grantee that is or may be injurious to the Company,
      monetarily or otherwise;

     

    (E)
      any
      act by the grantee that is inconsistent with the best interests of the
      Company;

     


    
      
        
        

      

      
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    (F)
      the
      grantee’s material violation of any of the Company’s policies, including,
      without limitation, those policies relating to discrimination or sexual
      harassment;

     

    (G)
      the
      grantee’s unauthorized (a) removal from the premises of the Company or an
      affiliate of any document (in any medium or form) relating to the Company or
      an
      affiliate or the customers or clients of the Company or an affiliate or (b)
      disclosure to any person or entity of any of the Company’s, or its affiliate’s,
      confidential or proprietary information;

     

    (H)
      the
      grantee’s commission of any felony, or any other crime involving moral
      turpitude; and

     

    (I)
      the
      grantee’s commission of any act involving dishonesty or fraud.

     

    Notwithstanding
      the foregoing, in determining whether a termination of employment by reason
      of a
      dismissal for cause has occurred pursuant to Section 1.6(f)(ii) for the purposes
      of Section 3.8(b)(iii), reference shall be made solely to subsections (C),
      (F),
      (G), (H), and (I) of Section 1.6 (f)(ii).

     

    Any
      rights the Company may have hereunder in respect of the events giving rise
      to
      cause shall be in addition to the rights the Company may have under any other
      agreement with a grantee or at law or in equity. Any determination of whether
      a
      grantee’s employment is (or is deemed to have been) terminated for cause shall
      be made by the Committee in its discretion, which determination shall be final,
      binding and conclusive on all parties. If, subsequent to a grantee’s voluntary
      termination of employment or involuntary termination of employment without
      cause, it is discovered that the grantee’s employment could have been terminated
      for cause, the Committee may deem such grantee’s employment to have been
      terminated for cause. A grantee’s termination of employment for cause shall be
      effective as of the date of the occurrence of the event giving rise to cause,
      regardless of when the determination of cause is made.

     

    ARTICLE
      II

    Awards
      Under The Plan

     

    2.1 Agreements
      Evidencing Awards

     

    Each
      award granted under the Plan (except an award of unrestricted stock) shall
      be
      evidenced by a written certificate (“Grant Certificate”) which shall contain
      such provisions as the Committee may in its sole discretion deem necessary
      or
      desirable. By accepting an award pursuant to the Plan, a grantee thereby agrees
      that the award shall be subject to all of the terms and provisions of the Plan
      and the applicable Grant Certificate.

     

    2.2 Grant
      of Stock Options, Stock Appreciation Rights and Dividend Equivalent
      Rights

     

    (a) Stock
      Option Grants.
      The
      Committee may grant incentive stock options and non-qualified stock options
      (collectively, “options”) to purchase shares of Common Stock from the Company,
      to such key persons, and in such amounts and subject to such vesting and
      forfeiture provisions and other terms and conditions, as the Committee shall
      determine in its sole discretion, subject to the provisions of the
      Plan.

     

    (b) Stock
      Appreciation Right Grants; Types of Stock Appreciation Rights.
      The
      Committee may grant stock appreciation rights to such key persons, and in such
      amounts and subject to such vesting and forfeiture provisions and other terms
      and conditions, as the Committee shall determine in its sole discretion, subject
      to the provisions of the Plan. The terms of a stock appreciation right may
      provide that it shall be automatically exercised for a cash payment upon the
      happening of a specified event that is outside the control of the grantee,
      and
      that it shall not be otherwise exercisable. Stock appreciation rights may be
      granted in connection with all or any part of, or independently of, any option
      granted under the Plan. A stock appreciation right granted in connection with
      a
      non-qualified stock option may be granted at or after the time of grant of
      such
      option. A stock appreciation right granted in connection with an incentive
      stock
      option may be granted only at the time of grant of such option.

     

    (c) Nature
      of Stock Appreciation Rights.
      The
      grantee of a stock appreciation right shall have the right, subject to the
      terms
      of the Plan and the applicable Grant Certificate, to receive from the Company
      an
      amount

     


    
      
        
        

      

      
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    equal
      to
      (i) the excess of the Fair Market Value of a share of Common Stock on the date
      of exercise of the stock appreciation right over the Fair Market Value of a
      share of Common Stock on the date of grant (or over the option exercise price
      if
      the stock appreciation right is granted in connection with an option),
      multiplied by (ii) the number of shares with respect to which the stock
      appreciation right is exercised. Payment upon exercise of a stock appreciation
      right shall be in cash or in shares of Common Stock (valued at their Fair Market
      Value on the date of exercise of the stock appreciation right) or both, all
      as
      the Committee shall determine in its sole discretion. Upon the exercise of
      a
      stock appreciation right granted in connection with an option, the number of
      shares subject to the option shall be reduced by the number of shares with
      respect to which the stock appreciation right is exercised. Upon the exercise
      of
      an option in connection with which a stock appreciation right has been granted,
      the number of shares subject to the stock appreciation right shall be reduced
      by
      the number of shares with respect to which the option is exercised.

     

    (d) Option
      Exercise Price.
      Each
      Grant Certificate with respect to an option shall set forth the amount (the
      “option exercise price”) payable by the grantee to the Company upon exercise of
      the option evidenced thereby. The option exercise price per share shall be
      determined by the Committee in its sole discretion; provided, however, that
      the
      option exercise price of an option shall be at least 100% of the Fair Market
      Value of a share of Common Stock on the date the option is granted, and provided
      further that in no event shall the option exercise price be less than the par
      value of a share of Common Stock.

     

    (e) Exercise
      Period.
      Each
      Grant Certificate with respect to an option or stock appreciation right shall
      set forth the periods during which the award evidenced thereby shall be
      exercisable, whether in whole or in part. Such periods shall be determined
      by
      the Committee in its sole discretion; provided, however, that no incentive
      stock
      option (or a stock appreciation right granted in connection with an incentive
      stock option) shall be exercisable more than 10 years after the date of grant.
      (See the default exercise period provided for under Sections 2.3(a) and
      (b).)

     

    (f) Reload
      Options.
      The
      Committee may in its sole discretion include in any Grant Certificate with
      respect to an option (the “original option”) a provision that an additional
      option (the “reload option”) shall be granted to any grantee who, pursuant to
      Section 2.3(e)(ii), delivers shares of Common Stock in partial or full payment
      of the exercise price of the original option. The reload option shall be for
      a
      number of shares of Common Stock equal to the number thus delivered, shall
      have
      an exercise price equal to the Fair Market Value of a share of Common Stock
      on
      the date of exercise of the original option, and shall have an expiration date
      no later than the expiration date of the original option. In the event that
      a
      Grant Certificate provides for the grant of a reload option, such Agreement
      shall also provide that the exercise price of the original option be no less
      than the Fair Market Value of a share of Common Stock on its date of grant,
      and
      that any shares that are delivered pursuant to Section 2.3(e)(ii) in payment
      of
      such exercise price shall have been held for at least six months.

     

    (g) Dividend
      Equivalent Rights.
      The
      Committee may in its sole discretion include in any Grant Certificate with
      respect to an option, stock appreciation right or performance shares, a dividend
      equivalent right entitling the grantee to receive amounts equal to the ordinary
      dividends that would be paid, during the time such award is outstanding and
      unexercised, on the shares of Common Stock covered by such award if such shares
      were then outstanding. In the event such a provision is included in a Grant
      Certificate, the Committee shall determine whether such payments shall be made
      in cash or in shares of Common Stock, whether they shall be conditioned upon
      the
      exercise of the award to which they relate, the time or times at which they
      shall be made, and such other vesting and forfeiture provisions and other terms
      and conditions as the Committee shall deem appropriate. Notwithstanding the
      foregoing, no dividend equivalent rights shall be conditioned on the exercise
      of
      any option or stock appreciation right if and to the extent that such dividend
      equivalent right would cause the compensation represented by such option or
      stock appreciation right not to constitute performance-based compensation under
      section 162(m) of the Code and no dividend equivalent right shall be granted
      if
      and to the extent that it would cause the grantee to be subject to tax under
      section 409A of the Code.

     

    (h) Incentive
      Stock Option Limitation: Exercisability.
      To the
      extent that the aggregate Fair Market Value (determined as of the time the
      option is granted) of the stock with respect to which incentive stock options
      are first exercisable by any employee during any calendar year shall exceed
      $100,000, or such other amount as may be specified from time to time under
      section 422 of the Code, such options shall be treated as non-qualified stock
      options.

     


    
      
        
        

      

      
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    (i) Incentive
      Stock Option Limitation: 10% Owners.
      Notwithstanding the provisions of paragraphs (d) and (e) of this Section 2.2,
      an
      incentive stock option may not be granted under the Plan to an individual who,
      at the time the option is granted, owns stock possessing more than 10% of the
      total combined voting power of all classes of stock of his employer corporation
      or of its parent or subsidiary corporations (as such ownership may be determined
      for purposes of section 422(b) (6) of the Code) unless (i) at the time such
      incentive stock option is granted the option exercise price is at least 110%
      of
      the Fair Market Value of the shares subject thereto and (ii) the incentive
      stock
      option by its terms is not exercisable after the expiration of 5 years from
      the
      date it is granted.

     

    2.3 Exercise
      of Options and Stock Appreciation Rights

     

    Subject
      to the other provisions of this Article II, each option or stock appreciation
      right granted under the Plan shall be exercisable as follows:

     

    (a) Beginning
      of Exercise Period.
      Unless
      the applicable Grant Certificate otherwise provides, an option or stock
      appreciation right shall become exercisable in four equal installments of 25%
      of
      the shares subject to such option or stock appreciation right; one installment
      shall become exercisable on each successive anniversary of the date of
      grant.

     

    (b) End
      of
      Exercise Period.
      Unless
      the applicable Grant Certificate otherwise provides, once an installment becomes
      exercisable, it shall remain exercisable until the earlier of (i) the tenth
      anniversary of the date of grant of the award or (ii) the expiration,
      cancellation or termination of the award.

     

    (c) Timing
      and Extent of Exercise.
      Unless
      the applicable Grant Certificate otherwise provides, an option or stock
      appreciation right may be exercised from time to time as to all or part of
      the
      shares as to which such award is then exercisable. A stock appreciation right
      granted in connection with an option may be exercised at any time when, and
      to
      the same extent that, the related option may be exercised.

     

    (d) Notice
      of Exercise.
      An
      option or stock appreciation right shall be exercised by the filing of a written
      notice with the Company or the Company’s designated exchange agent (the
“exchange agent”), on such form and in such manner as the Committee shall in its
      sole discretion prescribe.

     

    (e) Payment
      of Exercise Price.
      Any
      written notice of exercise of an option shall be accompanied by payment for
      the
      shares being purchased. Such payment shall be made: (i) by certified or official
      bank check (or the equivalent thereof acceptable to the Company or its exchange
      agent) for the full option exercise price; or (ii) with the consent of the
      Committee, by delivery of shares of Common Stock having a Fair Market Value
      (determined as of the exercise date) equal to all or part of the option exercise
      price and a certified or official bank check (or the equivalent thereof
      acceptable to the Company or its exchange agent) for any remaining portion
      of
      the full option exercise price; or (iii) at the discretion of the Committee
      and
      to the extent permitted by law, by such other provision, consistent with the
      terms of the Plan, as the Committee may from time to time prescribe (whether
      directly or indirectly through the exchange agent).

     

    (f) Delivery
      of Certificates Upon Exercise.
      Promptly after receiving payment of the full option exercise price, or after
      receiving notice of the exercise of a stock appreciation right for which payment
      will be made partly or entirely in shares, the Company or its exchange agent
      shall, subject to the provisions of Section 3.2, deliver to the grantee or
      to
      such other person as may then have the right to exercise the award, a
      certificate or certificates for the shares of Common Stock for which the award
      has been exercised. If the method of payment employed upon option exercise
      so
      requires, and if applicable law permits, an optionee may direct the Company,
      or
      its exchange agent as the case may be, to deliver the stock certificate(s)
      to
      the optionee’s stockbroker.

     

    (g) No
      Stockholder Rights.
      No
      grantee of an option or stock appreciation right (or other person having the
      right to exercise such award) shall have any of the rights of a stockholder
      of
      the Company with respect to shares subject to such award until the issuance
      of a
      stock certificate to such person for such shares. Except as otherwise provided
      in Section 1.5(b), no adjustment shall be made for dividends, distributions
      or
      other rights (whether ordinary or extraordinary, and whether in cash, securities
      or other property) for which the record date is prior to the date such stock
      certificate is issued.

     


    
      
        
        

      

      
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    2.4 Compensation
      in Lieu of Exercise of an Option

     

    Upon
      written application of the grantee of an option, the Committee may in its sole
      discretion determine to substitute, for the exercise of such option,
      compensation to the grantee not in excess of the difference between the option
      exercise price and the Fair Market Value of the shares covered by such written
      application on the date of such application. Such compensation may be in cash,
      in shares of Common Stock, or both, and the payment thereof may be subject
      to
      conditions, all as the Committee shall determine in its sole discretion. In
      the
      event compensation is substituted pursuant to this Section 2.4 for the exercise,
      in whole or in part, of an option, the number of shares subject to the option
      shall be reduced by the number of shares for which such compensation is
      substituted.

     

    2.5 Termination
      of Employment; Death Subsequent to a Termination of
      Employment

     

    (a) General
      Rule.
      Except
      to the extent otherwise provided in paragraphs (b), (c), (d) or (e) of this
      Section 2.5 or Section 3.8(b)(iii), a grantee who incurs a termination of
      employment may exercise any outstanding option or stock appreciation right
      on
      the following terms and conditions: (i) exercise may be made only to the extent
      that the grantee was entitled to exercise the award on the termination of
      employment date; and (ii) exercise must occur within three months after
      termination of employment but in no event after the original expiration date
      of
      the award.

     

    (b) Dismissal
      for Cause; Resignation.
      If a
      grantee incurs a termination of employment as the result of a dismissal for
      cause or resignation without the Company’s prior consent, all options and stock
      appreciation rights not theretofore exercised shall terminate upon the grantee’s
      termination of employment. 

     

    (c) Retirement.
      If a
      grantee incurs a termination of employment as the result of his retirement,
      then
      any outstanding option or stock appreciation right shall be exercisable on
      the
      following terms and conditions: (i) exercise may be made only to the extent
      that
      the grantee was entitled to exercise the award on the termination of employment
      date; and (ii) exercise must occur by the earlier of (A) the third anniversary
      of such termination of employment, or (B) the original expiration date of the
      award. For this purpose “retirement” shall mean a grantee’s termination of
      employment, under circumstances other than those described in paragraph (b)
      above, on or after: (x) his 65th birthday, (y) the date on which he has attained
      age 60 and completed at least five years of service with the Company (using
      any
      method of calculation the Committee deems appropriate) or (z) if approved by
      the
      Committee, on or after he has completed at least 20 years of
      service.

     

    (d) Disability.
      If a
      grantee incurs a termination of employment by reason of a disability (as defined
      below), then any outstanding option or stock appreciation right shall be
      exercisable on the following terms and conditions: (i) exercise may be made
      only
      to the extent that the grantee was entitled to exercise the award on such
      termination of employment; and (ii) exercise must occur by the earlier of (A)
      the first anniversary of the grantee’s termination of employment, or (B) the
      original expiration date of the award. For this purpose “disability” shall mean:
      (x) except in connection with an incentive stock option, any physical or mental
      condition that would qualify a grantee for a disability benefit under the
      long-term disability plan maintained by the Company or, if there is no such
      plan, a physical or mental condition that prevents the grantee from performing
      the essential functions of the grantee’s position (with or without reasonable
      accommodation) for a period of six consecutive months and (y) in connection
      with
      an incentive stock option, a disability described in section 422(c)(6) of the
      Code. The existence of a disability shall be determined by the Committee in
      its
      absolute discretion.

     

    (e) Death.
      

     

    (i) Termination
      of Employment as a Result of Grantee’s Death.
      If a
      grantee incurs a termination of employment as the result of his death, then
      any
      outstanding option or stock appreciation right shall be exercisable on the
      following terms and conditions: (A) exercise may be made only to the extent
      that
      the grantee was entitled to exercise the award on such termination of
      employment; and (B) exercise must occur by the earlier of (1) the first
      anniversary of the grantee’s termination of employment, or (2) the original
      expiration date of the award.

     


    
      
        
        

      

      
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    (ii) Death
      Subsequent to a Termination of Employment.
      If a
      grantee dies subsequent to incurring a termination of employment but prior
      to
      the expiration of the exercise period with respect to a stock option or a stock
      appreciation right (as provided by paragraphs (a), (c), or (d) above), then
      the
      award shall remain exercisable until the earlier to occur of (A) the first
      anniversary of the grantee’s date of death or (B) the original expiration date
      of the award. 

     

    (iii) Restrictions
      on Exercise Following Death.
      Any
      such exercise of an award following a grantee’s death shall be made only by the
      grantee’s executor or administrator or other duly appointed representative
      reasonably acceptable to the Committee, unless the grantee’s will specifically
      disposes of such award, in which case such exercise shall be made only by the
      recipient of such specific disposition. If a grantee’s personal representative
      or the recipient of a specific disposition under the grantee’s will shall be
      entitled to exercise any award pursuant to the preceding sentence, such
      representative or recipient shall be bound by all the terms and conditions
      of
      the Plan and the applicable Grant Certificate which would have applied to the
      grantee including, without limitation, the provisions of Sections 3.2 and 3.8
      hereof.

     

    (f) Special
      Rules for Incentive Stock Options.
      No
      option that remains exercisable for more than three months following a grantee’s
      termination of employment for any reason other than death or disability (unless
      death occurs within the three months or within the one year following
      termination of employment for disability), or for more than one year following
      a
      grantee’s termination of employment as the result of his becoming disabled, may
      be treated as an incentive stock option.

     

    (g) Committee
      Discretion.
      The
      Committee, in the applicable Grant Certificate, may waive or modify the
      application of the foregoing provisions of this Section 2.5.

     

    2.6 Transferability
      of Options and Stock Appreciation Rights

     

    Except
      as
      otherwise provided in an applicable Grant Certificate evidencing an option
      or
      stock appreciation right, during the lifetime of a grantee, each option or
      stock
      appreciation right granted to a grantee shall be exercisable only by the grantee
      and no option or stock appreciation right shall be assignable or transferable
      otherwise than by will or by the laws of descent and distribution. The Committee
      may, in any applicable Grant Certificate evidencing an option (other than an
      incentive stock option to the extent inconsistent with the requirements of
      section 422 of the Code applicable to incentive stock options), permit a grantee
      to transfer all or some of the options to (A) the grantee’s spouse, children or
      grandchildren (“Immediate Family Members”), (B) a trust or trusts for the
      exclusive benefit of such Immediate Family Members, or (C) other parties
      approved by the Committee in its absolute discretion. Following any such
      transfer, any transferred options shall continue to be subject to the same
      terms
      and conditions as were applicable immediately prior to the
      transfer.

     

    2.7 Grant
      of Restricted Stock

     

    (a) Restricted
      Stock Grants.
      The
      Committee may grant restricted shares of Common Stock to such key persons,
      in
      such amounts, and subject to such vesting and forfeiture provisions and other
      terms and conditions as the Committee shall determine in its sole discretion,
      subject to the provisions of the Plan. Restricted stock awards may be made
      independently of or in connection with any other award under the Plan. A grantee
      of a restricted stock award shall have no rights with respect to such award
      unless such grantee accepts the award within such period as the Committee shall
      specify by accepting delivery of a restricted stock agreement in such form
      as
      the Committee shall determine and, in the event the restricted shares are newly
      issued by the Company, makes payment to the Company or its exchange agent as
      required by the Committee and in accordance with the Marshall Islands Business
      Corporations Act.

     

    (b) Issuance
      of Stock Certificate(s).
      Promptly after a grantee accepts a restricted stock award, the Company or its
      exchange agent shall issue to the grantee a stock certificate or stock
      certificates for the shares of Common Stock covered by the award or shall
      establish an account evidencing ownership of the stock in uncertificated form.
      Upon the issuance of such stock certificate(s), or establishment of such
      account, the grantee shall have the rights of a stockholder with respect to
      the
      restricted stock, subject to: (i) the nontransferability restrictions and
      forfeiture provision described in paragraphs (d) and (e) of this Section 2.7;
      (ii) in the Committee’s discretion, to a requirement that any dividends paid on
      such shares shall be held in escrow until all restrictions on such
      shares have lapsed; and (iii) any other restrictions and conditions contained
      in
      the applicable restricted stock agreement.

     


    
      
        
        

      

      
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    (c) Custody
      of Stock Certificate(s).
      Unless
      the Committee shall otherwise determine, any stock certificates issued
      evidencing shares of restricted stock shall remain in the possession of the
      Company or another custodian designated by the Company until such shares are
      free of any restrictions specified in the applicable restricted stock agreement.
      The Committee may direct that such stock certificate(s) bear a legend setting
      forth the applicable restrictions on transferability.

     

    (d) Nontransferability.
      Shares
      of restricted stock may not be sold, assigned, transferred, pledged or otherwise
      encumbered or disposed of except as otherwise specifically provided in this
      Plan
      or the applicable restricted stock agreement. Subject to Section 2.7(e), the
      Committee at the time of grant shall specify the date or dates (which may depend
      upon or be related to the attainment of performance goals and other conditions)
      on which the nontransferability of the restricted stock shall
      lapse.

     

    (e) Minimum
      Vesting Periods.
      To the
      extent that vesting of restricted stock is based on the grantee’s continued
      employment (or other service) with the Company for a specified period, the
      shares of restricted stock shall not vest in full until the third anniversary
      of
      the grant date, provided, however, that in each calendar year the Committee
      may
      grant up to 76,597 restricted shares (subject to adjustment as provided in
      Section 3.7(a)) with shorter vesting periods to (i) non-employee directors
      in
      lieu of director fees, and (ii) new employees or consultants in connection
      with
      their commencing employment or other service.

     

    (f) Consequence
      of Termination of Employment.
      A
      grantee’s termination of employment for any reason (including death) shall cause
      the immediate forfeiture of all shares of restricted stock that have not yet
      vested prior to, and do not vest on account of, such termination of employment.
      All dividends paid on such shares also shall be forfeited, whether by
      termination of any escrow arrangement under which such dividends are held,
      by
      the grantee’s repayment of dividends he received directly, or otherwise, unless
      the Board or the Committee determines otherwise with respect to dividends paid
      in respect of shares of restricted stock granted on or after December 21,
      2005.

     

    2.8 Grant
      of Unrestricted Stock

     

    The
      Committee may grant (or sell at a purchase price at least equal to par value)
      shares of Common Stock free of restrictions under the Plan, to such key persons
      and in such amounts and subject to such forfeiture provisions as the Committee
      shall determine in its sole discretion. Shares may be thus granted or sold
      in
      respect of past services or other valid consideration.

     

    2.9 Grant
      of Performance Shares

     

    (a) Performance
      Share Grants.
      The
      Committee may grant performance share awards to such key persons, and in such
      amounts and subject to such vesting and forfeiture provisions and other terms
      and conditions, as the Committee shall in its sole discretion determine, subject
      to the provisions of the Plan. Such an award shall entitle the grantee to
      acquire shares of Common Stock, or to be paid the value thereof in cash, as
      the
      Committee shall determine, if specified performance goals are met. Performance
      shares may be awarded independently of, or in connection with, any other award
      under the Plan. A grantee shall have no rights with respect to a performance
      share award unless such grantee accepts the award by accepting delivery of
      a
      Grant Certificate at such time and in such form as the Committee shall
      determine.

     

    (b) Stockholder
      Rights.
      The
      grantee of a performance share award will have the rights of a stockholder
      only
      as to shares for which a stock certificate has been issued pursuant to the
      award
      and not with respect to any other shares subject to the award.

     

    (c) Consequence
      of Termination of Employment.
      Except
      as may otherwise be provided by the Committee at any time prior to a grantee’s
      termination of employment, the rights of a grantee of a performance share
      award shall automatically terminate upon the grantee’s termination of employment
      by the Company and its subsidiaries for any reason (including
      death).

     


    
      
        
        

      

      
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    (d) Exercise
      Procedures; Automatic Exercise.
      At the
      discretion of the Committee, the applicable Grant Certificate may set out the
      procedures to be followed in exercising a performance share award or it may
      provide that such exercise shall be made automatically after satisfaction of
      the
      applicable performance goals.

     

    (e) Tandem
      Grants; Effect on Exercise.
      Except
      as otherwise specified by the Committee, (i) a performance share award granted
      in tandem with an option may be exercised only while the option is exercisable,
      (ii) the exercise of a performance share award granted in tandem with any other
      award shall reduce the number of shares subject to such other award in the
      manner specified in the applicable Grant Certificate, and (iii) the exercise
      of
      any award granted in tandem with a performance share award shall reduce the
      number of shares subject to the latter in the manner specified in the applicable
      Grant Certificate.

     

    (f) Nontransferability.
      Performance shares may not be sold, assigned, transferred, pledged or otherwise
      encumbered or disposed of except as otherwise specifically provided in this
      Plan
      or the applicable Grant Certificate. The Committee at the time of grant shall
      specify the date or dates (which may depend upon or be related to the attainment
      of performance goals and other conditions) on which the nontransferability
      of
      the performance shares shall lapse.

     

    ARTICLE
      III

    Miscellaneous

     

    3.1 Amendment
      of the Plan; Modification of Awards

     

    (a) Amendment
      of the Plan.
      The
      Board may from time to time suspend, discontinue, revise or amend the Plan
      in
      any respect whatsoever, except that no such amendment shall materially impair
      any rights or materially increase any obligations under any award theretofore
      made under the Plan without the consent of the grantee (or, upon the grantee’s
      death, the person having the right to exercise the award). For purposes of
      this
      Section 3.1, any action of the Board or the Committee that in any way alters
      or
      affects the tax treatment of any award or that in the sole discretion of the
      Board is necessary to prevent the grantee from being subject to tax with respect
      to an award under section 409A of the Code shall not be considered to materially
      impair any rights of any grantee.

     

    (b) Stockholder
      Approval Requirement.
      Stockholder approval shall be required with respect to any amendment to the
      Plan
      (i) that increases the aggregate number of shares which may be issued pursuant
      to incentive stock options or changes the class of employees eligible to receive
      such options; (ii) that materially increases the benefits under the Plan to
      persons whose transactions in Common Stock are subject to section 16(b) of
      the
      1934 Act or increases the benefits under the Plan to someone who is, or who
      is
      anticipated to be a “162(m) covered employee” (as defined in Section 3.9(a)(i)),
      materially increases the number of shares which may be issued to such persons,
      or materially modifies the eligibility requirements affecting such persons;
      or
      (iii) to the extent required by law or stock exchange rules.

     

    (c) Modification
      of Awards.
      The
      Committee may cancel any award under the Plan. Subject to the limitations in
      this Section 3.1(c), the Committee also may amend any outstanding Grant
      Certificate, including, without limitation, by amendment which would: (i)
      accelerate the time or times at which the award becomes unrestricted or may
      be
      exercised; (ii) waive or amend any goals, restrictions or conditions set forth
      in the Agreement; or (iii) waive or amend the operation of Section 2.5 with
      respect to the termination of the award upon termination of employment. Any
      such
      cancellation or amendment (other than an amendment pursuant to Sections 3.7
      or
      3.8(b)) that materially impairs the rights or materially increases the
      obligations of a grantee under an outstanding award shall be made only with
      the
      consent of the grantee (or, upon the grantee’s death, the person having the
      right to exercise the award). The Committee shall not amend any award and
      outstanding Grant Certificate to make such award more favorable to the recipient
      except in connection with a Change in Control (as defined in Section 3.8),
      the
      recipient's death, disability, or termination of employment or other
      relationship with the Company, error or ambiguity in the Grant Certificate,
      or
      similar circumstances. Under no circumstances may the Committee
      modify an award in a manner that would cause the grantee to be subject to tax
      under section 409A of the Code.

     


    
      
        
        

      

      
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    3.2 Consent
      Requirement

     

    (a) No
      Plan Action without Required Consent.
      If the
      Committee shall at any time determine that any Consent (as hereinafter defined)
      is necessary or desirable as a condition of, or in connection with, the granting
      of any award under the Plan, the issuance or purchase of shares or other rights
      thereunder, or the taking of any other action thereunder (each such action
      being
      hereinafter referred to as a “Plan Action”), then such Plan Action shall not be
      taken, in whole or in part, unless and until such Consent shall have been
      effected or obtained to the full satisfaction of the Committee.

     

    (b) Consent
      Defined.
      The
      term “Consent” as used herein with respect to any Plan Action means (i) any and
      all listings, registrations or qualifications in respect thereof upon any
      securities exchange or under any federal, state or local law, rule or
      regulation, (ii) any and all written agreements and representations by the
      grantee with respect to the disposition of shares, or with respect to any other
      matter, which the Committee shall deem necessary or desirable to comply with
      the
      terms of any such listing, registration or qualification or to obtain an
      exemption from the requirement that any such listing, qualification or
      registration be made and (iii) any and all consents, clearances and approvals
      in
      respect of a Plan Action by any governmental or other regulatory
      bodies.

     

    3.3 Nonassignability

     

    Except
      as
      provided in Sections 2.5(e), 2.6, 2.7(d) and 2.9(f): (a) no award or right
      granted to any person under the Plan or under any Grant Certificate shall be
      assignable or transferable other than by will or by the laws of descent and
      distribution; and (b) all rights granted under the Plan or any Grant Certificate
      shall be exercisable during the life of the grantee only by the grantee or
      the
      grantee’s legal representative.

     

    3.4 Requirement
      of Notification of Election Under Section 83(b) of the
      Code

     

    If
      any
      grantee shall, in connection with the acquisition of shares of Common Stock
      under the Plan, make the election permitted under section 83(b) of the Code
      (i.e., an election to include in gross income in the year of transfer the
      amounts specified in section 83(b) ), such grantee shall notify the Company
      of
      such election within 10 days of filing notice of the election with the Internal
      Revenue Service, in addition to any filing and notification required pursuant
      to
      regulations issued under the authority of Code section 83(b).

     

    3.5 Requirement
      of Notification Upon Disqualifying Disposition Under Section 421(b) of the
      Code

     

    The
      grantee of an incentive stock option shall notify the Company of any disposition
      of shares of Common Stock issued pursuant to the exercise of such option under
      the circumstances described in section 421(b) of the Code (relating to certain
      disqualifying dispositions), within 10 days of such disposition.

     

    3.6 Withholding
      Taxes

     

    (a) With
      Respect to Cash Payments.
      Whenever cash is to be paid pursuant to an award under the Plan, the Company
      shall be entitled to deduct therefrom an amount sufficient in its opinion to
      satisfy all federal, state and other governmental tax withholding requirements
      related to such payment.

     

    (b) With
      Respect to Delivery of Common Stock.
      Whenever shares of Common Stock are to be delivered pursuant to an award under
      the Plan, the Company shall be entitled to require as a condition of delivery
      that the grantee remit to the Company an amount sufficient in the opinion of
      the
      Company to satisfy all federal, state and other governmental tax withholding
      requirements related thereto. With the approval of the Committee, which the
      Committee shall have sole discretion whether or not to give, the grantee may
      satisfy the foregoing condition by electing to have the Company withhold from
      delivery shares having a value equal to the amount of tax to be withheld. Such
      shares shall be valued at their Fair Market Value as of the date on which the
      amount of tax to be withheld is determined. Fractional share amounts shall
      be
      settled in cash. Such a withholding election may be made with respect to all
      or
      any portion of the shares to be delivered pursuant to an
      award. 

     


    
      
        
        

      

      
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    3.7 Adjustment
      Upon Changes in Common Stock

     

    (a) Shares
      Available for Grants.
      In the
      event of any change in the number of shares of Common Stock outstanding by
      reason of any stock dividend or split, reverse stock split, recapitalization,
      merger, consolidation, combination or exchange of shares or similar corporate
      change, the maximum number of shares of Common Stock with respect to which
      the
      Committee may grant awards under Article II hereof, as described in Section
      1.5(a), the individual annual limit described in Section 1.5(d) and the annual
      limit set forth in Section 2.7(e), shall be appropriately adjusted by the
      Committee. In the event of any change in the number of shares of Common Stock
      outstanding by reason of any other event or transaction, the Committee may,
      but
      need not, make such adjustments in the number and class of shares of Common
      Stock with respect to which awards may be: (i) granted under Article II hereof
      and (ii) granted to any one employee of the Company or a subsidiary during
      any
      one calendar year, in each case as the Committee may deem appropriate, unless
      such adjustment would cause any award that would otherwise qualify as
      performance based compensation with respect to a “162(m) covered employee” (as
      defined in Section 3.9(a)(i)), to cease to so qualify.

     

    (b) Outstanding
      Restricted Stock and Performance Shares.
      Unless
      the Committee in its absolute discretion otherwise determines, any securities
      or
      other property (including dividends paid in cash) received by a grantee with
      respect to a share of restricted stock which has not vested as of the date
      of
      such event, as a result of any dividend, stock split, reverse stock split,
      recapitalization, merger, consolidation, combination, exchange of shares or
      otherwise will not vest until such share of restricted stock vests, and shall
      be
      promptly deposited with the Company or other custodian designated pursuant
      to
      Section 2.7(c) hereof.

     

    The
      Committee may, in its absolute discretion, adjust any grant of shares of
      restricted stock (with respect to which such shares have not yet been issued
      as
      of the date of the occurrence of any of the following events) or any grant
      of
      performance shares, to reflect any dividend, stock split, reverse stock split,
      recapitalization, merger, consolidation, combination, exchange of shares or
      similar corporate change as the Committee may deem appropriate to prevent the
      enlargement or dilution of rights of grantees.

     

    (c) Outstanding
      Options, Stock Appreciation Rights and Dividend Equivalent Rights — Increase or
      Decrease in Issued Shares Without Consideration.
      Subject
      to any required action by the stockholders of the Company, in the event of
      any
      increase or decrease in the number of issued shares of Common Stock resulting
      from a subdivision or consolidation of shares of Common Stock or the payment
      of
      a stock dividend (but only on the shares of Common Stock), or any other increase
      or decrease in the number of such shares effected without receipt of
      consideration by the Company, the Committee shall proportionally adjust the
      number of shares of Common Stock subject to each outstanding option and stock
      appreciation right, and the exercise price-per-share of Common Stock of each
      such option and stock appreciation right and the number of any related dividend
      equivalent rights.

     

    (d) Outstanding
      Options, Stock Appreciation Rights and Dividend Equivalent Rights — Certain
      Mergers.
      Subject
      to any required action by the stockholders of the Company, in the event that
      the
      Company shall be the surviving corporation in any merger or consolidation
      (except a merger or consolidation as a result of which the holders of shares
      of
      Common Stock receive securities of another corporation), each option, stock
      appreciation right and dividend equivalent right outstanding on the date of
      such
      merger or consolidation shall pertain to and apply to the securities which
      a
      holder of the number of shares of Common Stock subject to such option, stock
      appreciation right or dividend equivalent right would have received in such
      merger or consolidation.

     

    (e) Outstanding
      Options, Stock Appreciation Rights and Dividend Equivalent Rights — Certain
      Other Transactions.
      In the
      event of (i) a dissolution or liquidation of the Company, (ii) a sale of all
      or
      substantially all of the Company’s assets, (iii) a merger or consolidation
      involving the Company in which the Company is not the surviving corporation
      or
      (iv) a merger or consolidation involving the Company in which the Company is
      the
      surviving corporation but the holders of shares of Common Stock receive
      securities of another corporation and/or other property, including cash, the
      Committee shall, in its absolute discretion, have the power to:

     


    
      
        
        

      

      
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    (A)
      cancel, effective immediately prior to the occurrence of such event, each option
      and stock appreciation right (including each dividend equivalent right related
      thereto) outstanding immediately prior to such event (whether or not then
      exercisable), and, in full consideration of such cancellation, pay to the
      grantee to whom such option or stock appreciation right was granted an amount
      in
      cash, for each share of Common Stock subject to such option or stock
      appreciation right, respectively, equal to the excess of (x) the value, as
      determined by the Committee in its absolute discretion, of the property
      (including cash) received by the holder of a share of Common Stock as a result
      of such event over (y) the exercise price of such option or stock appreciation
      right; or

     

    (B)
      provide for the exchange of each option and stock appreciation right (including
      any related dividend equivalent right) outstanding immediately prior to such
      event (whether or not then exercisable) for an option on or stock appreciation
      right and dividend equivalent right with respect to, as appropriate, some or
      all
      of the property which a holder of the number of shares of Common Stock subject
      to such option or stock appreciation right would have received and, incident
      thereto, make an equitable adjustment as determined by the Committee in its
      absolute discretion in the exercise price of the option or stock appreciation
      right, or the number of shares or amount of property subject to the option,
      stock appreciation right or dividend equivalent right or, if appropriate,
      provide for a cash payment to the grantee to whom such option or stock
      appreciation right was granted in partial consideration for the exchange of
      the
      option or stock appreciation right.

     

    (f) Outstanding
      Options, Stock Appreciation Rights and Dividend Equivalent Rights — Other
      Changes.
      In the
      event of any change in the capitalization of the Company or a corporate change
      other than those specifically referred to in Sections 3.7(c), (d) or (e) hereof,
      the Committee may, in its absolute discretion, make such adjustments in the
      number and class of shares subject to options, stock appreciation rights and
      dividend equivalent rights outstanding on the date on which such change occurs
      and in the per-share exercise price of each such option and stock appreciation
      right as the Committee may consider appropriate to prevent dilution or
      enlargement of rights. In addition, if and to the extent the Committee
      determines it is appropriate, the Committee may elect to cancel each option
      and
      stock appreciation right (including each dividend equivalent right related
      thereto) outstanding immediately prior to such event (whether or not then
      exercisable), and, in full consideration of such cancellation, pay to the
      grantee to whom such option or stock appreciation right was granted an amount
      in
      cash, for each share of Common Stock subject to such option or stock
      appreciation right, respectively, equal to the excess of (i) the Fair Market
      Value of Common Stock on the date of such cancellation over (ii) the exercise
      price of such option or stock appreciation right.

     

    (g) No
      Other Rights.
      Except
      as expressly provided in the Plan, no grantee shall have any rights by reason
      of
      any subdivision or consolidation of shares of stock of any class, the payment
      of
      any dividend, any increase or decrease in the number of shares of stock of
      any
      class or any dissolution, liquidation, merger or consolidation of the Company
      or
      any other corporation. Except as expressly provided in the Plan, no issuance
      by
      the Company of shares of stock of any class, or securities convertible into
      shares of stock of any class, shall affect, and no adjustment by reason thereof
      shall be made with respect to, the number of shares of Common Stock subject
      to
      an award or the exercise price of any option or stock appreciation
      right.

     

    3.8 Change
      in Control

     

    (a) Change
      in Control Defined.
      For
      purposes of this Section 3.8, “Change in Control” shall mean the occurrence of
      any of the following:

     

    (i) any
      “person” (as such term is used in Sections 3(a)(9) and 13(d) of the Securities
      Exchange Act of 1934, as amended (the “Exchange Act”)) or “group” (within the
      meaning of Section 13(d)(3) of the Exchange Act), other than Peter C.
      Georgiopoulos or entities which he directly or indirectly controls (as defined
      in Rule 12b-2 under the Exchange Act), acquiring “beneficial ownership” (as
      defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of fifty
      percent (50%) or more of the aggregate voting power of the capital stock
      ordinarily entitled to elect directors of the Company;

     

    (ii) the
      sale
      of all or substantially all of the Company’s assets in one or more related
      transactions to a “person” (as such term is used in Sections 3(a)(9) and 13(d)
      of the Exchange Act) other than such a sale (x) to a subsidiary of the Company
      which does not involve a change in the equity holdings of the Company or (y)
      to
      Peter C. Georgiopoulos or entities which he directly or indirectly controls;
      or

     


    
      
        
        

      

      
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    (iii) any
      merger, consolidation, reorganization or similar event of the Company, as a
      result of which the holders of the voting stock of the Company immediately
      prior
      to such merger, consolidation, reorganization or similar event do not directly
      or indirectly hold at least fifty-one percent (51%) of the aggregate voting
      power of the capital stock of the surviving entity;

     

    (iv) a
      majority of the members of the Board of Directors are no longer Continuing
      Directors; as used herein, a “Continuing Director” means any member of the Board
      of Directors who was a member of such Board of Directors on the date hereof;
      provided that any person becoming a director subsequent to such date whose
      election or nomination for election was supported by a majority of the directors
      who then comprised the Continuing Directors shall be considered to be a
      Continuing Director; or

     

    (v) the
      Company adopts any plan of liquidation or dissolution providing for the
      distribution of all or substantially all of its assets. 

     

    (b) Effect
      of a Change in Control.
      Unless
      the Committee provides otherwise in a Grant Certificate, upon the occurrence
      of
      a Change in Control, notwithstanding any other provision of this
      Plan:

     

    (i) any
      award
      then outstanding shall become fully vested and any award in the form of an
      option or stock appreciation right shall be immediately
      exercisable;

     

    (ii) to
      the
      extent permitted by law, the Committee may, in its sole discretion, amend any
      Grant Certificate in such manner as it deems appropriate;

     

    (iii) a
      grantee
      who incurs a termination of employment for any reason, other than a dismissal
      for cause, concurrent with or within one year following the Change in Control
      may exercise any outstanding option or stock appreciation right, but only to
      the
      extent that the grantee was entitled to exercise the award on his termination
      of
      employment date, until the earlier of (A) the original expiration date of the
      award and (B) the later of (x) the date provided for under the terms of Section
      2.5 without reference to this Section 3.8(b)(iii) and (y) the first anniversary
      of the grantee’s termination of employment.

     

    (c) Miscellaneous.
      Whenever deemed appropriate by the Committee, any action referred to in
      paragraph (b) (ii) of this Section 3.8 may be made conditional upon the
      consummation of the applicable Change in Control transaction.

     

    3.9 Limitations
      Imposed by Section 162(m)

     

    (a) Qualified
      Performance-Based Compensation.
      To the
      extent the Committee determines it is desirable to grant an award to an
      individual it anticipates might be a “162(m) covered employee” (as defined
      below), with respect to which award the compensation realized by the grantee
      will or may not otherwise be deductible by operation of section 162(m) of the
      Code, the Committee may, as part of its effort to have such an award treated
      as
“qualified performance-based compensation” within the meaning of Code section
      162(m), make the vesting of the award subject to the attainment of one or more
      pre-established objective performance goals.

     

    (i)
      An
      individual is a “162(m) covered employee” if, as of the last day of the
      Company’s taxable year for which the compensation related to an award would
      otherwise be deductible (without regard to section 162(m)), he or she is (A)
      the
      chief executive officer of the Company (or is acting in such capacity) or (B)
      one of the four highest compensated officers of the Company other than the
      chief
      executive officer. Whether an individual is described in either clause (A)
      or
      (B) above shall be determined in accordance with applicable regulations under
      section 162(m) of the Code.

     


    
      
        
        

      

      
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    (ii)
      If
      the Committee has determined to grant an award to an individual it anticipates
      might be a 162(m) covered employee pursuant to this Section 3.9(a), then prior
      to the earlier to occur of (A) the first day after 25% of each period of service
      to which the performance goal relates has elapsed and (B) the ninety first
      (91st) day of such period and, in either case, while the performance outcome
      remains substantially uncertain, the Committee shall set one or more objective
      performance goals for each such 162(m) covered person for such period. Such
      goals shall be expressed in terms of (A) one or more corporate or divisional
      earnings-based measures (which may be based on net income, operating income,
      cash flow, residual income or any combination thereof) and/or (B) one or more
      corporate or divisional sales-based measures. Each such goal may be expressed
      on
      an absolute and/or relative basis, may employ comparisons with past performance
      of the Company (including one or more divisions) and/or the current or past
      performance of other companies, and in the case of earnings-based measures,
      may
      employ comparisons to capital, stockholders’ equity and shares outstanding. The
      terms of the award shall state an objective formula or standard for computing
      the amount of compensation payable, and shall preclude discretion to increase
      the amount of compensation payable, if the goal is attained.

     

    (iii)
      Except as otherwise provided herein, the measures used in performance goals
      set
      under the Plan shall be determined in accordance with generally accepted
      accounting principles (“GAAP”) and in a manner consistent with the methods used
      in the Company’s regular reports on Forms 10-K and 10-Q, without regard to any
      of the following unless otherwise determined by the Committee consistent with
      the requirements of section 162(m)(4)(C) and the regulations thereunder: (A)
      all
      items of gain, loss or expense for the period that are related to special,
      unusual or nonrecurring items, events or circumstances affecting the Company
      or
      the financial statements of the Company; (B) all items of gain, loss or expense
      for the period that are related to (x) the disposal of a business or
      discontinued operations or (y) the operations of any business acquired by the
      Company during the period; and (C) all items of gain, loss or expense for the
      period that are related to changes in accounting principles or to changes in
      applicable law or regulations.

     

    (b) Nonqualified
      Deferred Compensation.
      Notwithstanding any other provision hereunder, prior to a Change in Control,
      if
      and to the extent that the Committee determines the Company’s federal tax
      deduction in respect of an award may be limited as a result of section 162(m)
      of
      the Code, the Committee may take the following actions:

     

    (i)
      With
      respect to options, stock appreciation rights or dividend equivalent rights,
      the
      Committee may delay the exercise or payment, as the case may be, in respect
      of
      such options, stock appreciation rights or dividend equivalent rights until
      a
      date that is within 30 days after the earlier to occur of (A) the date that
      compensation paid to the grantee no longer is subject to the deduction
      limitation under section 162(m) of the Code and (B) the occurrence of a Change
      in Control. In the event that a grantee exercises an option, stock appreciation
      right or would receive a payment in respect of a dividend equivalent right
      at a
      time when the grantee is a 162(m) covered employee, and the Committee determines
      to delay the exercise or payment, as the case may be, in respect of any such
      award, the Committee shall credit cash or, in the case of an amount payable
      in
      Common Stock, the Fair Market Value of the Common Stock, payable to the grantee
      to a book account. The grantee shall have no rights in respect of such book
      account and the amount credited thereto shall not be transferable by the grantee
      other than by will or laws of descent and distribution. The Committee may credit
      additional amounts to such book account as it may determine in its sole
      discretion. Any book account created hereunder shall represent only an unfunded,
      unsecured promise by the Company to pay the amount credited thereto to the
      grantee in the future.

     

    (ii)
      With
      respect to restricted stock, unrestricted stock or performance shares, the
      Committee may require the grantee to surrender to the Committee any certificates
      with respect to restricted stock and unrestricted stock and agreements with
      respect to performance shares, in order to cancel the awards of such restricted
      stock, unrestricted stock and performance shares (and any related dividend
      equivalent rights). In exchange for such cancellation, the Committee shall
      credit to a book account a cash amount equal to the Fair Market Value of the
      shares of Common Stock subject to such awards. The amount credited to the book
      account shall be paid to the grantee within 30 days after the earlier to occur
      of (A) the date that compensation paid to the grantee no longer is subject
      to
      the deduction limitation under section 162(m) of the Code and (B) the occurrence
      of a Change in Control. The grantee shall have no

     


    
      
        
        

      

      
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    rights
      in
      respect of such book account and the amount credited thereto shall not be
      transferable by the grantee other than by will or laws of descent and
      distribution. The Committee may credit additional amounts to such book account
      as it may determine in its sole discretion. Any book account created hereunder
      shall represent only an unfunded, unsecured promise by the Company to pay the
      amount credited thereto to the grantee in the future.

     

    3.10 Right
      of Discharge Reserved

     

    Nothing
      in the Plan or in any Grant Certificate shall confer upon any grantee the right
      to continue his employment or affect any right which the Company may have to
      terminate such employment.

     

    3.11 Nature
      of Payments

     

    (a) Consideration
      for Services Performed.
      Any and
      all grants of awards and issuances of shares of Common Stock under the Plan
      shall be in consideration of services performed for the Company by the
      grantee.

     

    (b) Not
      Taken into Account for Benefits.
      All
      such grants and issuances shall constitute a special incentive payment to the
      grantee and shall not be taken into account in computing the amount of salary
      or
      compensation of the grantee for the purpose of determining any benefits under
      any pension, retirement, profit-sharing, bonus, life insurance or other benefit
      plan of the Company or under any agreement between the Company and the grantee,
      unless such plan or agreement specifically otherwise provides.

     

    3.12 Non-Uniform
      Determinations

     

    The
      Committee’s determinations under the Plan need not be uniform and may be made by
      it selectively among persons who receive, or who are eligible to receive, awards
      under the Plan (whether or not such persons are similarly situated). Without
      limiting the generality of the foregoing, the Committee shall be entitled,
      among
      other things, to make non-uniform and selective determinations, and to enter
      into non-uniform and selective Grant Certificates, as to (a) the persons to
      receive awards under the Plan, (b) the terms and provisions of awards under
      the
      Plan, and (c) the treatment of leaves of absence pursuant to Section
      1.6(c).

     

    3.13 Other
      Payments or Awards

     

    Nothing
      contained in the Plan shall be deemed in any way to limit or restrict the
      Company from making any award or payment to any person under any other plan,
      arrangement or understanding, whether now existing or hereafter in
      effect.

     

    3.14 Headings

     

    Any
      section, subsection, paragraph or other subdivision headings contained herein
      are for the purpose of convenience only and are not intended to expand, limit
      or
      otherwise define the contents of such subdivisions.

     

    3.15 Effective
      Date and Term of Plan

     

    (a) Adoption;
      Stockholder Approval.
      The
      Plan was adopted by the Board on June 10, 2001 and approved by the Company’s
      stockholders on June 12, 2001. The Plan was amended and restated on December
      12,
      2002. The Board increased the number of shares available under the Plan from
      2,900,000 to 4,400,000 on September 14, 2004 and approved the further amendment
      and restatement of the Plan on April 25, 2005, subject to approval by the
      Company’s stockholders.

     

    (b) Termination
      of Plan.
      Unless
      sooner terminated by the Board or pursuant to Paragraph (a) above, the
      provisions of the Plan respecting the grant of incentive stock options shall
      terminate on June 10, 2011 with respect to the initial 2,900,000 shares
      authorized under the Plan and on September 14, 2014 with respect to the
      additional 1,500,000 shares authorized on September 14, 2004. No incentive
      stock
      option awards shall be made under the Plan after such dates. All such awards
      made under the Plan prior to its termination shall remain in effect until
      such awards have been satisfied or terminated in accordance with the terms
      and
      provisions of the Plan and the applicable Grant
      Certificates.

     


    
      
        
        

      

      
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    3.16 Restriction
      on Issuance of Stock Pursuant to Awards

     

    The
      Company shall not permit any shares of Common Stock to be issued pursuant to
      Awards granted under the Plan unless such shares of Common Stock are fully
      paid
      and non-assessable under applicable law.

     

    3.17 Governing
      Law

     

    Except
      to the extent preempted by any applicable federal law, the Plan will be
      construed and administered in accordance with the laws of the State of New
      York,
      without giving effect to principles of conflict of laws.

    


     

     

     

     

     

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