Exhibit 10.5


Crimson Wine Group, Ltd.

2013 Omnibus Incentive Plan


Article 1. Establishment & Purpose


          1.1
Establishment. Crimson Wine Group, Ltd., a corporation registered in Delaware, hereby
establishes the Crimson Wine Group 2013 Omnibus Incentive Plan (hereinafter
referred to as the “Plan”) as set forth in this document. 


          1.2
Purpose of the Plan. The purpose of this Plan is to
attract, retain and motivate officers, employees, and non-employee directors
providing services to the Company, any of its Subsidiaries, or Affiliates and
to promote the success of the Company’s business by providing the participants
of the Plan with appropriate incentives. 


Article 2. Definitions


          
Whenever capitalized in the Plan, the following terms shall have the meanings
set forth below.


          2.1
“Affiliate” means any entity that the Company,
either directly or indirectly, is in common control with, is controlled by or
controls, or any entity that the Company has a substantial direct or indirect equity
interest, as determined by the Board.


          2.2
“Annual Award Limit” shall have the meaning set
forth in Section 5.1.


          2.3
“Award” means any Option, Stock Appreciation
Right, Restricted Stock, Other Stock-Based Award, or Performance-Based
Compensation Award that is granted under the Plan.


          2.4
“Award Agreement” means either (a) a written
agreement entered into by the Company and a Participant setting forth the terms
and provisions applicable to an Award granted under this Plan, or (b) a written
statement issued by the Company, a Subsidiary or Affiliate to a Participant
describing the terms and conditions of the actual grant of such Award.


          2.5
“Beneficial Owner” or “Beneficial Ownership”
shall have the meaning ascribed to such term in Rule 13d-3 of the General Rules
and Regulations under the Exchange Act.


          2.6
“Board” means the Board of Directors of
the Company.


          2.7
“Change of Control” unless otherwise specified
in the Award Agreement, means the occurrence of any of the following events:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
any
consolidation, amalgamation, or merger of the Company with or into any other
Person, or any other corporate reorganization, business combination,
transaction or transfer of securities of the Company by its stockholders, or
a series of transactions (including the acquisition of capital stock of the
Company), whether or not the Company is a party thereto, in which the
stockholders of the Company immediately prior to such transaction,
collectively have Beneficial Ownership, directly or indirectly, of capital
stock representing directly, or indirectly through one 















	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
or more
entities, less than fifty percent (50%) of the equity (measured by economic
value or voting power (by contract, share ownership or otherwise)) of the
Company or other surviving entity immediately after such transaction;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
the sale or
disposition, in one transaction or a series of related transactions, of all
or substantially all of the assets of the Company to any Person;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
during any
period of twelve consecutive months commencing on or after the Effective
Date, individuals who as of the beginning of such period constituted the
entire Board (together with any new directors whose election by such Board or
nomination for election by the Company’s shareholders was approved by a vote
of at least two-thirds of the directors of the Company, then still in office,
who were directors at the beginning of the period or whose election or
nomination for election was previously so approved) cease for any reason to
constitute a majority thereof; or 


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
approval by
the shareholders of the Company of a complete liquidation or dissolution of
the Company.





          2.8
“Code” means the U.S. Internal Revenue Code of
1986, as amended from time to time.


          2.9
“Committee” means the Compensation Committee of
the Board or any other committee designated by the Board to administer this
Plan, or in the absence of any Compensation Committee or other such designated
committee, the Board. To the extent applicable, the Committee shall have at
least two members, each of whom shall be (i) a Non-Employee Director, (ii) an
Outside Director, and (iii) an “independent director” within the meaning of the
listing requirements of any exchange on which the Company is listed.


          2.10
“Company” means Crimson Wine Group, Ltd., a
Delaware corporation, and
any successor thereto.


          2.11
“Covered Employee” means for any Plan Year, a
Participant designated by the Company as a potential “covered employee,”
as such term is defined in Section 162(m) of the Code.


          2.12
“Director” means a member of the Board who is
not an Employee.


          2.13
“Effective Date” means the date set forth in
Section 14.17.


          2.14
“Employee” means an officer or other employee
of the Company, a Subsidiary or Affiliate, including a member of the Board who
is an employee of the Company, a Subsidiary or Affiliate.


          2.15
“Exchange Act” means the Securities Exchange
Act of 1934, as amended from time to time.






          2.16
“Extraordinary Event” means, unless otherwise
specified in the Award Agreement, the occurrence of any of the following
events: 


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
a Change of
Control;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
The
Company’s Board of Directors shall approve a partial liquidation of the
Company under Section 302(b)(4) of the Code or other extraordinary corporate
contraction or distribution or other extraordinary transaction that is
determined by the Board of Directors to be appropriate and in the best
interests of the Company and which by its terms precludes the existence of
Company securities convertible into Shares; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
The
Company’s Board of Directors shall approve any merger, consolidation, or like
business combination or reorganization of the Company, the consummation of
which would result in the occurrence of any event described in Article
2.16(b) above. 





          2.17
“Fair Market Value” means, as of any date, the
per Share value determined as follows, in accordance with applicable provisions
of Section 409A of the Code:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
The average of the high and low trading
price on the New York Stock Exchange or any other recognized stock exchange
or any established over-the-counter trading system on which Shares are
readily tradable, or if no trades were made on any such day, the immediately
preceding day on which trades were made; or


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
In the
absence of an established market for the Shares of the type described in (a)
above, the per Share Fair Market Value thereof shall be determined by the
Committee in good faith and in accordance with applicable provisions of
Section 409A of the Code.





          2.18
“Incentive Stock Option” means an Option
intended to meet the requirements of an incentive stock option as defined in
Section 422 of the Code and designated as an Incentive Stock Option.


          2.19
“New York Stock
Exchange” means the
New York Stock Exchange or any successor body carrying on the business of the
New York Stock Exchange.


          2.20
“Non-Employee Director” means a person defined
in Rule 16b-3(b)(3) promulgated by the Securities and Exchange Commission under
the Exchange Act, or any successor definition adopted by the Securities and
Exchange Commission.


          2.21
“Nonqualified Stock Option” means an Option
that is not an Incentive Stock Option.


          2.22
“Other Stock-Based Award” means any right
granted under Article 9 of the Plan.






          2.23
“Option” means any stock option granted from
time to time under Article 6 of the Plan.


          2.24
“Option Price” means the purchase price per
Share subject to an Option, as determined pursuant to Section 6.2 of the Plan.


          2.25
“Outside Director” means a member of the Board
who is an “outside director” within the meaning of Section 162(m) of the Code
and the regulations promulgated thereunder.


          2.26
“Participant” means any eligible person as set
forth in Section 4.1 to whom an Award is granted.


          2.27
“Performance-Based Compensation” means
compensation under an Award that is intended to constitute “Other
Performance-Based Compensation” within the meaning of Section 162(m) of the
Code or any successor provision or “qualified performance-based compensation”
within the meaning of the regulations promulgated under Section 162(m) of the
Code or any successor provision.


          2.28
“Performance Measures” means measures as
described in Section 10.1 on which the performance goals are based in order to
qualify Awards as Performance-Based Compensation.


          2.29
“Performance Period” means the period of time
during which the performance goals must be met in order to determine the degree
of payout and/or vesting with respect to an Award.


          2.30
“Person” shall have the meaning ascribed to
such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and
14(d) thereof, including a “group” as defined in Section 13(d) thereof.


          2.31
“Plan” means the Crimson Wine Group 2013
Omnibus Incentive Plan.


          2.32
“Plan Year” means the applicable fiscal year of
the Company.


          2.33
“Restricted Stock” means any Award granted
under Article 8. 


          2.34
“Restriction Period” means the period during
which Restricted Stock awarded under Article 8 of the Plan is subject to
forfeiture. 


          2.35
“Service” means service as an Employee or
Director. 


          2.36
“Share” means a common share of the Company,
par value $0.01 per share, or such other class or kind of shares or other
securities resulting from the application of Section 12.1.


          2.37
“Stock Appreciation Right” means any right
granted under Article 7.






          2.38
“Subsidiary” means any corporation (other than
the Company) in an unbroken chain of corporations beginning with the Company
(or any parent of the Company) if each of the corporations, other than the last
corporation in each unbroken chain owns stock possessing 50% or more of the
total combined voting power of all classes of stock in one of the other
corporations in such chain.


          2.39
“Ten Percent Shareholder” means a person who on
any given date owns, either directly or indirectly (taking into account the
attribution rules contained in Section 424(d) of the Code), stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company or a Subsidiary or Affiliate. 


Article 3. Administration


          3.1
Authority of the Committee. The Plan shall be
administered by the Committee, which shall have full power to interpret and
administer the Plan and Award Agreements and full authority to select the
Employees and Directors to whom Awards will be granted, and to determine the
type and amount of Awards to be granted to each such Employee or Director, and
the terms and conditions of Awards and Award Agreements. Without limiting the
generality of the foregoing, the Committee may, in its sole discretion but
subject to the limitations in Article 13, clarify, construe or resolve any
ambiguity in any provision of the Plan or any Award Agreement, extend the term
or period of exercisability of any Awards, or waive any terms or conditions
applicable to any Award. Awards may, in the sole discretion of the Committee,
be made under the Plan in assumption of, or in substitution for, outstanding
awards previously granted by the Company or any of its Subsidiaries or Affiliates
or a company acquired by the Company or with which the Company combines. The
Committee shall have full and exclusive discretionary power to adopt rules,
forms, instruments, and guidelines for administering the Plan or any subplans
as the Committee deems necessary or proper. Notwithstanding anything in this
Section 3.1 to the contrary, the Board, or any other committee or sub-committee
established by the Board, is hereby authorized (in addition to any necessary
action by the Committee) to grant or approve Awards as necessary to satisfy the
requirements of Section 16 of the Exchange Act and the rules and regulations
thereunder and to act in lieu of the Committee with respect to Awards made to
Non-Employee Directors under the Plan. All actions taken and all interpretations
and determinations made by the Committee or by the Board (or any other
committee or sub-committee thereof), as applicable, shall be final and binding
upon the Participants, the Company, and all other interested individuals.


          3.2
Delegation. The Committee may delegate to one or more
of its members, one or more officers of the Company or any of its Subsidiaries
or Affiliates, and one or more agents or advisors such administrative duties or
powers as it may deem advisable; provided that the Committee shall not
delegate to officers of the Company or any of its Subsidiaries or Affiliates
the power to make grants of Awards to officers of the Company or any of its
Subsidiaries or Affiliates; provided, further, that no delegation
shall be permitted under the Plan that is prohibited by applicable law.






Article 4. Eligibility and Participation


          4.1
Eligibility. Participants will consist of such
Employees and Directors as the Committee in its sole discretion determines and
whom the Committee may designate from time to time to receive Awards.
Designation of a Participant in any year shall not require the Committee to
designate such person to receive an Award in any other year or, once
designated, to receive the same type or amount of Award as granted to the
Participant in any other year. 


          4.2
Type of Awards. Awards under the Plan may be granted
in any one or a combination of: (a) Options, (b) Stock Appreciation Rights, (c)
Restricted Stock, (d) Other Stock-Based Awards, and (e) Performance-Based
Compensation Awards. The Plan sets forth the performance goals and procedural
requirements to permit the Company to design Awards that qualify as
Performance-Based Compensation, as described in Article 10 hereof. Awards
granted under the Plan shall be evidenced by Award Agreements (which need not
be identical) that provide additional terms and conditions associated with such
Awards, as determined by the Committee in its sole discretion; provided,
however,
that in the event of any conflict between the provisions of the Plan and any
such Award Agreement, the provisions of the Plan shall prevail.


Article 5. Shares Subject to the Plan and Maximum
Awards


          5.1
Number of Shares Available for Awards.


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
(i) General. Subject
to adjustment as provided in Article 12 hereof, the maximum number of Shares
available for issuance to Participants pursuant to Awards under the Plan
shall be 1,000,000 Shares. The number of Shares available for granting Incentive
Stock Options under the Plan shall not exceed 1,000,000 Shares, subject to Article 12
hereof and the provisions of Sections 422 or 424 of the Code and any
successor provisions. The Shares available for issuance under the Plan may
consist, in whole or in part, of authorized and unissued Shares or treasury
Shares. Any Shares delivered to the Company as part or full payment for the
purchase price of an Award, or to the extent the Committee determines that
the availability of Incentive Stock Options will not be compromised, or to
satisfy the Company’s withholding obligation with respect to an Award, shall
again be available for Awards; provided, however, that such Shares
shall continue to be counted as outstanding for purposes of determining
whether an Annual Award Limit has been attained.


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Annual Award
Limits. The maximum number of Shares with respect to
Awards denominated in Shares that may be granted to any Participant in any
Plan Year shall be 600,000 Shares, subject to adjustments made in accordance
with Article 12 hereof (the “Annual Award Limit”).


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Additional Shares.
In the event that any outstanding Award expires, is forfeited, cancelled or
otherwise terminated without the issuance of Shares or is otherwise settled
for cash, the Shares subject to such Award, to the extent of any such
forfeiture, cancellation, expiration, termination or















	
 

	
 

	
 

	
 


	
 

	
 

	
 

	
settlement for cash,
shall again be available for Awards. If the Committee authorizes the
assumption under this Plan, in connection with any merger, consolidation,
acquisition of property or stock, or reorganization, of awards granted under
another plan, such assumption shall not (i) reduce the maximum number of
Shares available for issuance under this Plan or (ii) be subject to or
counted against a Participant’s Annual Award Limit.





Article 6. Stock Options


          6.1
Grant of Options. The Committee is hereby authorized
to grant Options to Participants. Each Option shall permit a Participant to
purchase from the Company a stated number of Shares at an Option Price
established by the Committee, subject to the terms and conditions described in
this Article 6 and to such additional terms and conditions, as established by
the Committee, in its sole discretion, that are consistent with the provisions
of the Plan. Options shall be designated as either Incentive Stock Options or
Nonqualified Stock Options, provided that Options granted to Directors shall be
Nonqualified Stock Options. An Option granted as an Incentive Stock Option
shall, to the extent it fails to qualify as an Incentive Stock Option, be
treated as a Nonqualified Stock Option. Neither the Committee nor the Company
or any of its Affiliates shall be liable to any Participant or to any other
Person if it is determined that an Option intended to be an Incentive Stock
Option does not qualify as an Incentive Stock Option. Options shall be
evidenced by Award Agreements which shall state the number of Shares covered by
such Option. Such agreements shall conform to the requirements of the Plan, and
may contain such other provisions, as the Committee shall deem advisable.


          6.2
Terms of Option Grant. The Option Price shall be
determined by the Committee at the time of grant, but shall not be less than
the Fair Market Value of a Share on the date of grant. In the case of any Incentive
Stock Option, the Option Price shall be (i) if granted to a person other
than a Ten Percent shareholder, not less than 100% of the Fair Market Value of
a Share on the date of grant or (ii) if granted to a Ten Percent
Shareholder, not be less than 110% of the Fair Market Value of a Share on the
date of grant. 


          6.3
Option Term. The term of each Option shall be
determined by the Committee at the time of grant and shall be stated in the
Award Agreement, but in no event shall such term be greater than ten years (or,
in the case on an Incentive Stock Option granted to a Ten Percent Shareholder,
five (5) years).


          6.4
Time of Exercise. Options granted under this Article 6
shall be exercisable based on the passage of time as the Committee shall in
each instance approve, which terms and restrictions need not be the same for
each grant or for each Participant.


          6.5
Method of Exercise. Except as otherwise provided in
the Plan or in an Award Agreement, an Option may be exercised for all, or from
time to time any part, of the Shares for which it is then exercisable. For
purposes of this Article 6, the exercise date of an Option shall be the later
of the date a notice of exercise is received by the Company and, if applicable,
the date payment is received by the Company pursuant to clauses (i), (ii),
(iii) or (iv) in the following sentence (including the applicable tax
withholding pursuant to Section 14.3 of the Plan). The aggregate Option Price
for the Shares as to which an Option is exercised shall be paid to the 






Company in full at the time of exercise at the election of the
Participant (i) in cash or its equivalent (e.g., by cashier’s check), (ii) to
the extent permitted by the Committee, in Shares (whether or not previously
owned by the Participant) having a Fair Market Value equal to the aggregate
Option Price for the Shares being purchased and satisfying such other
requirements as may be imposed by the Committee, (iii) partly in cash and, to
the extent permitted by the Committee, partly in such Shares (as described in
(ii) above) or (iv) if there is a public market for the Shares at such time,
subject to such requirements as may be imposed by the Committee, through the
delivery of irrevocable instructions to a broker to sell Shares obtained upon
the exercise of the Option and to deliver promptly to the Company an amount out
of the proceeds of such sale equal to the aggregate Option Price for the Shares
being purchased. The Committee may prescribe any other method of payment that
it determines to be consistent with applicable law and the purpose of the Plan.



          6.6
Limitations on Incentive Stock Options. Incentive
Stock Options may be granted only to employees of the Company or of a “parent
corporation” or “subsidiary corporation” (as such terms are defined in Section
424 of the Code) at the date of grant. The aggregate Fair Market Value
(generally determined as of the time the Option is granted) of the Shares with
respect to which Incentive Stock Options are exercisable for the first time by
a Participant during any calendar year under all plans of the Company and of
any “parent corporation” or “subsidiary corporation” shall not exceed one
hundred thousand dollars ($100,000), or the Option shall be treated as a
Nonqualified Stock Option. For purposes of the preceding sentence, Incentive
Stock Options will be taken into account generally in the order in which they
are granted. Each provision of the Plan and each Award Agreement relating to an
Incentive Stock Option shall be construed so that each Incentive Stock Option
shall be an incentive stock option as defined in Section 422 of the Code, and
any provisions of the Award Agreement thereof that cannot be so construed shall
be disregarded.


Article 7. Stock Appreciation Rights


          7.1
Grant of Stock Appreciation Rights. The Committee is
hereby authorized to grant Stock Appreciation Rights to Participants, including
a grant of Stock Appreciation Rights in tandem with any Option at the same time
such Option is granted (a “Tandem SAR”). Stock Appreciation Rights shall
be evidenced by Award Agreements that shall conform to the requirements of the
Plan and may contain such other provisions, as the Committee shall deem
advisable. Subject to the terms of the Plan and any applicable Award Agreement,
a Stock Appreciation Right granted under the Plan shall confer on the holder
thereof a right to receive, upon exercise thereof, the excess of (a) the
Fair Market Value of a specified number of Shares on the date of exercise over
(b) the grant price of the right as specified by the Committee on the date of
the grant. Such payment may be in the form of cash, Shares, other property or
any combination thereof, as the Committee shall determine in its sole
discretion.


          7.2
Terms of Stock Appreciation Right. Subject to the
terms of the Plan and any applicable Award Agreement, the grant price (which
shall not be less than 100% of the Fair Market Value of a Share on the date of
grant), term, methods of exercise, methods of settlement, and any other terms
and conditions of any Stock Appreciation Right shall be as determined by the
Committee. The Committee may impose such other conditions or restrictions on
the exercise 






of any Stock Appreciation Right as it may deem appropriate. No Stock
Appreciation Right shall have a term of more than 10 years from the date of
grant.


          7.3
Tandem Stock Appreciation Rights and Options. A Tandem
SAR shall be exercisable only to the extent that the related Option is
exercisable and shall expire no later than the expiration of the related
Option. Upon the exercise of all or a portion of a Tandem SAR, a Participant
shall be required to forfeit the right to purchase an equivalent portion of the
related Option (and, when a Share is purchased under the related Option, the
Participant shall be required to forfeit an equivalent portion of the Stock
Appreciation Right). 


Article 8. Restricted Stock 


          8.1
Grant of Restricted Stock. An Award of Restricted
Stock is a grant by the Committee of a specified number of Shares to the
Participant, which Shares are subject to forfeiture upon the occurrence of
specified events. Participants shall be awarded Restricted Stock in exchange
for consideration not less than the minimum consideration required by
applicable law. Restricted Stock shall be evidenced by an Award Agreement,
which shall conform to the requirements of the Plan and may contain such other
provisions, as the Committee shall deem advisable.


          8.2
Terms of Restricted Stock Awards. Each Award Agreement
evidencing a Restricted Stock grant shall specify the period(s) of restriction,
the number of Shares of Restricted Stock subject to the Award, the performance,
employment or other conditions (including the termination of a Participant’s
Service whether due to death, disability or other cause) under which the
Restricted Stock may be forfeited to the Company and such other provisions as
the Committee shall determine. Any Restricted Stock granted under the Plan
shall be evidenced in such manner as the Committee may deem appropriate,
including book-entry registration or issuance of a stock certificate or
certificates (in which case, the certificate(s) representing such Shares shall
be legended as to sale, transfer, assignment, pledge or other encumbrances
during the Restriction Period and deposited by the Participant, together with a
stock power endorsed in blank, with the Company, to be held in escrow during
the Restriction Period). At the end of the Restriction Period, the restrictions
imposed hereunder and under the Award Agreement shall lapse with respect to the
number of Shares of Restricted Stock as determined by the Committee, and the
legend shall be removed and such number of Shares delivered to the Participant
(or, where appropriate, the Participant’s legal representative). 


          8.3
Voting and Dividend Rights. The Committee shall
determine and set forth in a Participant’s Award Agreement whether or not a
Participant holding Restricted Stock granted hereunder shall have the right to
exercise voting rights with respect to the Restricted Stock during the
Restriction Period (the Committee may require a Participant to grant an
irrevocable proxy and power of substitution) and have the right to receive
dividends on the Restricted Stock during the Restriction Period (and, if so, on
what terms). 


          8.4
Performance Goals. The Committee may condition the
grant of Restricted Stock or the expiration of the Restriction Period upon the
Participant’s achievement of one or more performance goal(s) specified in the
Award Agreement. If the Participant fails to achieve the specified performance
goal(s) as determined by the Committee in its sole discretion, subject to 






Article 10 hereto, the Committee shall not grant the Restricted Stock
to such Participant or the Participant shall forfeit the Award of Restricted
Stock to the Company, as applicable. 


          8.5
Section 83(b) Election. If a Participant makes an
election pursuant to Section 83(b) of the Code concerning Restricted Stock, the
Participant shall be required to file promptly a copy of such election with the
Company. 


Article 9. Other Stock-Based Awards


          The
Committee, in its sole discretion, may grant Awards of Shares and Awards that
are valued, in whole or in part, by reference to, or are otherwise based on the
Fair Market Value of, Shares (the “Other Stock-Based Awards”), including
without limitation, restricted stock units and other phantom awards. Such Other
Stock-Based Awards shall be in such form, and dependent on such conditions, as
the Committee shall determine, including, without limitation, the right to
receive one or more Shares (or the equivalent cash value of such Shares) upon
the completion of a specified period of Service, the occurrence of an event
and/or the attainment of performance objectives, as determined by the Committee
in its sole discretion, subject to Article 10 hereto. Other Stock-Based Awards
may be granted alone or in addition to any other Awards granted under the Plan.
Subject to the provisions of the Plan, the Committee shall determine to whom
and when Other Stock-Based Awards will be made, the number of Shares to be
awarded under (or otherwise related to) such Other Stock-Based Awards, whether
such Other Stock-Based Awards shall be settled in cash, Shares or a combination
of cash and Shares, and all other terms and conditions of such Awards
(including, without limitation, the vesting provisions thereof and provisions
ensuring that all Shares so awarded and issued shall be fully paid and
non-assessable). The vesting period for Other Stock-Based Awards shall be as
determined by the Committee.


Article 10. Performance-Based Compensation


          To the
extent permitted by Section 162(m) of the Code, the Committee is authorized to
design any Award so that the amounts or Shares payable or distributed pursuant
to such Award are treated as “qualified performance-based compensation” within
the meaning of Section 162(m) of the Code and related regulations.


          10.1
Performance Measures. The vesting, crediting and/or
payment of Performance-Based Compensation shall be based on the achievement of
objective performance goals based on one or more of the following Performance
Measures (or such other Performance Measures as may be determined by the
Committee): (i) consolidated earnings before or after taxes (including earnings
before interest, taxes, depreciation and amortization); (ii) net income; (iii)
operating income; (iv) earnings per Share; (v) book value per Share; (vi)
return on shareholders’ equity; (vii) expense management; (viii) return on
investment; (ix) improvements in capital structure; (x) profitability of an
identifiable business unit or product; (xi) maintenance or improvement of
profit margins; (xii) stock price; (xiii) market share; (xiv) revenues or
sales; (xv) costs; (xvi) cash flow; (xvii) working capital, (xviii) return on
assets, (xix) store openings or refurbishment plans, (xx) staff training, and
(xxi) corporate social responsibility policy implementation. 






                    Any
Performance Measure may be (i) used to measure the performance of the Company
and/or any of its Subsidiaries or Affiliates as a whole, any business unit
thereof or any combination thereof against any goal including past performance
or (ii) compared to the performance of a group of comparable companies, or a
published or special index, in each case that the Committee, in its sole
discretion, deems appropriate. Subject to Section 162(m) of the Code, the Committee may adjust the performance
goals (including to prorate goals and payments for a partial Plan Year) in the
event of the following occurrences: (i) non-recurring events, including
divestitures, spin-offs, or changes in accounting standards or policies; (ii)
mergers and acquisitions; and (iii) financing transactions, including selling
accounts receivable.


          10.2
Establishment of Performance Goals for Covered Employees. No
later than ninety (90) days after the commencement of a Performance Period (but
in no event after twenty-five percent (25%) of such Performance Period has
elapsed), the Committee shall establish in writing: (a) the performance goals
applicable to the Performance Period; (b) the Performance Measures to be
used to measure the performance goals in terms of an objective formula or
standard; (c) the formula for computing the amount of compensation payable to
the Participant if such performance goals are obtained; and (d) the
Participants or class of Participants to which such performance goals apply.
The outcome of such performance goals must be substantially uncertain when the
Committee establishes the goals. 


          10.3
Adjustment of Performance-Based Compensation. Awards
that are designed to qualify as Performance-Based Compensation may not be
adjusted upward. The Committee shall retain the sole discretion to adjust such
Awards downward, either on a formula or discretionary basis or any combination,
as the Committee determines.


          10.4
Certification of Performance. Except for Awards that
pay compensation attributable solely to an increase in the value of Shares, no
Award designed to qualify as Performance-Based Compensation shall be vested,
credited or paid, as applicable, with respect to any Participant until the
Committee certifies in writing that the performance goals and any other
material terms applicable to such Performance Period have been satisfied.


          10.5
Each provision of the Plan and each Award Agreement
relating to Performance-Based Compensation shall be construed so that each such
Award shall be “qualified performance-based compensation” within the meaning of
Section 162(m) of the Code and related regulations, and any provisions of the
Award Agreement thereof that cannot be so construed shall be disregarded. 


Article 11. Compliance with Section 409A of the Code
and Section 457A of the Code


          11.1
General. The Company intends that any Awards be
structured in compliance with, or to satisfy an exemption from, Section 409A of
the Code and all regulations, guidance, compliance programs and other
interpretative authority thereunder (“Section 409A”), such that there
are no adverse tax consequences, interest, or penalties as a result of the
payments. Notwithstanding the Company’s intention, in the event any Award is
subject to Section 409A and potentially subject to any adverse tax consequences
thereunder, the Committee may, in its sole discretion and without a
Participant’s prior consent, amend the Plan and/or Awards, adopt policies and
procedures, or take any other actions (including amendments, policies,
procedures 






and actions with retroactive effect) as are necessary or appropriate to
(a) exempt the Plan and/or any Award from the application of
Section 409A, (b) preserve the intended tax treatment of any such Award
and minimize any adverse tax consequences of such Award, or (c) comply
with the requirements of Section 409A, including without limitation any
such regulations guidance, compliance programs and other interpretative
authority that may be issued after the date of the grant. 


          11.2
Payments to Specified Employees. Notwithstanding any
contrary provision in the Plan or Award Agreement, any payment(s) of
nonqualified deferred compensation (within the meaning of Section 409A) that
are otherwise required to be made under the Plan to a “specified employee” (as
defined under Section 409A) as a result of his or her separation from
service (other than a payment that is not subject to Section 409A) shall
be delayed for the first six (6) months following such separation from
service (or, if earlier, the date of death of the specified employee) and shall
instead be paid (in a manner set forth in the Award Agreement) on the payment
date that immediately follows the end of such six-month period or as soon as
administratively practicable thereafter. 


          11.3
Separation from Service. A termination of employment
shall not be deemed to have occurred for purposes of any provision of the Plan
or any Award Agreement providing for the payment of any amounts or benefits
that are considered nonqualified deferred compensation under Section 409A upon
or following a termination of employment, unless such termination is also a
“separation from service” within the meaning of Section 409A and the payment
thereof prior to a “separation from service” would violate Section 409A. For
purposes of any such provision of the Plan or any Award Agreement relating to
any such payments or benefits, references to a “termination,” “termination of
employment” or like terms shall mean “separation from service.”


          11.4
Section 457A. The Company intends that any Awards be
structured in compliance with, or to satisfy an exemption from, Section 457A of
the Code (“Section 457A”) and all regulations, guidance, compliance
programs and other interpretative authority thereunder, such that there are no
adverse tax consequences, interest, or penalties as a result of the payments.
Notwithstanding the Company’s intention, in the event any Award is subject to
Section 457A and potentially subject to any adverse tax consequences
thereunder, the Committee may, in its sole discretion and without a
Participant’s prior consent, amend the Plan and/or Awards, adopt policies and
procedures, or take any other actions (including amendments, policies,
procedures and actions with retroactive effect) as are necessary or appropriate
to (a) exempt the Plan and/or any Award from the application of Section 457A,
(b) preserve the intended tax treatment of any such Award and minimize any
adverse tax consequences of such Award, or (c) comply with the requirements of
Section 457A, including without limitation any such regulations, guidance,
compliance programs and other interpretative authority that may be issued after
the date of the grant.


Article 12. Adjustments


          12.1
Adjustments in Authorized Shares. In the event of any
corporate event or transaction involving the Company, a Subsidiary and/or an
Affiliate (including, but not limited to, a change in the Shares of the Company
or the capitalization of the Company) such as a 






merger, consolidation, reorganization, recapitalization, separation,
stock dividend, stock split, reverse stock split, split up, spin-off,
combination of Shares, exchange of Shares, dividend in kind, amalgamation, or
other like change in capital structure (other than normal cash dividends to
shareholders of the Company), or any similar corporate event or transaction,
the Committee, to prevent dilution or enlargement of Participants’ rights under
the Plan, shall substitute or adjust, in its sole discretion, the number and
kind of Shares or other property that may be issued under the Plan or under
particular forms of Awards, the number and kind of Shares or other property
subject to outstanding Awards, the Option Price, grant price or purchase price
applicable to outstanding Awards, the Annual Award Limits, and/or other value
determinations applicable to the Plan or outstanding Awards. 


          12.2
Change of Control. Upon the occurrence of a Change of
Control after the Effective Date, unless otherwise specifically prohibited
under applicable laws or by the rules and regulations of any governing
governmental agencies or national securities exchanges, or unless the Committee
shall determine otherwise in the Award Agreement, the Committee is authorized
(but not obligated) to make adjustments in the terms and conditions of
outstanding Awards, including without limitation the following (or any
combination thereof): (i) continuation or assumption of such outstanding Awards
under the Plan by the Company (if it is the surviving company or corporation)
or by the surviving company or corporation or its parent; (ii) substitution by
the surviving company or corporation or its parent of awards with substantially
the same terms for such outstanding Awards; (iii) accelerated exercisability,
vesting and/or lapse of restrictions under outstanding Awards immediately prior
to the occurrence of such event; (iv) upon written notice, provide that any
outstanding Awards must be exercised, to the extent then exercisable, during a
reasonable period of time immediately prior to the scheduled consummation of
the event, or such other period as determined by the Committee (contingent upon
the consummation of the event), and at the end of such period, such Awards
shall terminate to the extent not so exercised within the relevant period; and
(v) cancellation of all or any portion of outstanding Awards for fair value (as
determined in the sole discretion of the Committee and which may be zero)
which, in the case of Options and Stock Appreciation Rights or similar Awards,
may equal the excess, if any, of the value of the consideration to be paid in
the Change of Control transaction to holders of the same number of Shares
subject to such Awards (or, if no such consideration is paid, Fair Market Value
of the Shares subject to such outstanding Awards or portion thereof being
canceled) over the aggregate Option Price or grant price, as applicable, with
respect to such Awards or portion thereof being canceled. 


          12.3
Extraordinary Event. Notwithstanding any other
provision of this Plan, if there is an Extraordinary Event with respect to the
Company, the Committee, in its sole discretion, may provide for accelerated
exercisability, vesting and/or lapse of restrictions of all then outstanding
Awards that have not vested or become exercisable at the time of such
Extraordinary Event; provided, that (A) any spin-off of a
division or subsidiary of the Company to its stockholders and (B) any event
that the Board of Directors determines not to be an Extraordinary Event with
respect to the Company, shall not constitute an Extraordinary Event with
respect to the Company. The Committee, in its sole discretion, may determine
that, upon the occurrence of an Extraordinary Event with respect to the
Company, each Award outstanding hereunder shall terminate within a specified
number of days after notice to the holder, and such holder shall receive with
respect to each Share that is subject to an Award (assuming no exercise) an
amount equal to (i) the excess of the Fair Market Value of such Share over the
exercise price per share of 






such Option or
Stock Appreciation Right (as the case may be), (ii) the Fair Market Value of
such Share in respect of a Restricted Stock Award, or (iii) such other amount
as determined by the Committee in accordance with the terms of the applicable
Award Agreement. Such amount is to be payable in cash, in one or more kinds of
property (including the property, if any, payable in the transaction, if any)
or in a combination thereof, as the Committee, in its sole discretion, shall
determine. The provisions contained in the preceding sentence shall be
inapplicable to an Award granted within six (6) months before the occurrence of
an Extraordinary Event if the holder of such Award is subject to the reporting
requirements of Section 16(a) of the Exchange Act and no exception from
liability under Section 16(b) of the Exchange Act is otherwise available to
such holder.


Article 13. Duration, Amendment, Modification,
Suspension, and Termination


          13.1
Duration of the Plan. Unless sooner terminated as
provided in Section 13.2, the Plan shall terminate on the tenth (10th)
anniversary of the Effective Date.


          13.2
Amendment, Modification, Suspension, and Termination of Plan.
The Committee may amend, alter, suspend, discontinue, or terminate (for
purposes of this Section 13.2, an “Action”) the Plan or any portion
thereof or any Award (or Award Agreement) thereunder at any time; provided
that no such Action shall be made, other than as permitted under Article 11 or
12, (i) without shareholder approval (A) if such approval is necessary to
comply with any tax or regulatory requirement applicable to the Plan, (B) if
such Action increases the number of Shares available under the Plan (other than
an increase permitted under Article 5 absent shareholder approval), (C) if such
Action results in a material increase in benefits permitted under the Plan (but
excluding increases that are immaterial or that are minor and to benefit the
administration of the Plan, to take account of any changes in legislation, or
to obtain or maintain favorable tax, exchange, or regulatory treatment for the
Company, a Subsidiary, and/or an Affiliate) or a change in eligibility
requirements under the Plan, or (D) for any Action that results in a reduction
of the Option Price or grant price per Share, as applicable, of any outstanding
Options or Stock Appreciation Rights or cancellation of any outstanding Options
or Stock Appreciation Rights in exchange for cash, or for other Awards, such as
other Options or Stock Appreciation Rights, with an Option Price or grant price
per Share, as applicable, that is less than such price of the original Options
or Stock Appreciation Rights, and (ii) without the written consent of the
affected Participant, if such Action would materially diminish the rights of
any Participant under any Award theretofore granted to such Participant under
the Plan; provided,
however,
that the Committee may amend the Plan, any Award or any Award Agreement without
such consent of the Participant in such manner as it deems necessary to comply
with applicable laws. 


Article 14. General Provisions


          14.1
No Right to Service. The granting of an Award under
the Plan shall impose no obligation on the Company, any Subsidiary or any
Affiliate to continue the Service of a Participant and shall not lessen or
affect any right that the Company, any Subsidiary or any Affiliate may have to
terminate the Service of such Participant. No Participant or other Person shall
have any claim to be granted any Award, and there is no obligation for
uniformity of treatment of Participants, or holders or beneficiaries of Awards.
The terms and conditions of 






Awards and the Committee’s determinations and interpretations with
respect thereto need not be the same with respect to each Participant (whether
or not such Participants are similarly situated).


          14.2
Settlement of Awards; Fractional Shares. Each Award
Agreement shall establish the form in which the Award shall be settled. The
Committee shall determine whether cash, Awards, other securities or other
property shall be issued or paid in lieu of fractional Shares or whether such
fractional Shares or any rights thereto shall be rounded, forfeited or
otherwise eliminated.


          14.3
Tax Withholding. The Company shall have the power and
the right to deduct or withhold automatically from any amount deliverable under
the Award or otherwise, or require a Participant to remit to the Company, the
minimum statutory amount to satisfy federal, state, and local taxes, domestic
or foreign, required by law or regulation to be withheld with respect to any
taxable event arising as a result of the Plan. With respect to required
withholding, Participants may elect (subject to the Company’s automatic
withholding right set out above), subject to the approval of the Committee, to
satisfy the withholding requirement, in whole or in part, by having the Company
withhold Shares having a Fair Market Value on the date the tax is to be
determined equal to the minimum statutory total tax that could be imposed on
the transaction. 


          14.4
No Guarantees Regarding Tax Treatment. Participants
(or their beneficiaries) shall be responsible for all taxes with respect to any
Awards under the Plan. The Committee and the Company make no guarantees to any
Person regarding the tax treatment of Awards or payments made under the Plan.
Neither the Committee nor the Company has any obligation to take any action to
prevent the assessment of any tax on any Person with respect to any Award under
Section 409A of the Code or Section 457A of the Code or otherwise and none of
the Company, any of its Subsidiaries or Affiliates, or any of their employees
or representatives shall have any liability to a Participant with respect
thereto.


          14.5
Non-Transferability of Awards. Unless otherwise
determined by the Committee, an Award shall not be transferable or assignable
by the Participant except in the event of his death (subject to the applicable
laws of descent and distribution) and any such purported assignment, alienation,
pledge, attachment, sale, transfer or encumbrance shall be void and
unenforceable against the Company or any Affiliate. No transfer shall be
permitted for value or consideration. An award exercisable after the death of a
Participant may be exercised by the legatees, personal representatives or
distributees of the Participant. Any permitted transfer of the Awards to heirs
or legatees of the Participant shall not be effective to bind the Company
unless the Committee shall have been furnished with written notice thereof and
a copy of such evidence as the Committee may deem necessary to establish the
validity of the transfer and the acceptance by the transferee or transferees of
the terms and conditions hereof. 


          14.6
Conditions and Restrictions on Shares. The Committee
may impose such other conditions or restrictions on any Shares received in
connection with an Award as it may deem advisable or desirable. These
restrictions may include, but shall not be limited to, a requirement that the
Participant hold the Shares received for a specified period of time or a
requirement that a Participant represent and warrant in writing that the
Participant is acquiring the Shares for investment and without any present
intention to sell or distribute such Shares. The certificates 






for Shares may include any legend which the Committee deems appropriate
to reflect any conditions and restrictions applicable to such Shares.


          14.7
Compliance with Law. The granting of Awards and the
issuance of Shares under the Plan shall be subject to all applicable laws,
rules, and regulations, and to such approvals by any governmental agencies, or
any stock exchanges on which the Shares are admitted to trading or listed, as
may be required. The Company shall have no obligation to issue or deliver
evidence of title for Shares issued under the Plan prior to:


	
 

	
 

	
 


	
 

	
(a)

	
Obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable; and


	
 

	
 

	
 


	
 

	
(b)

	
Completion of any registration or other qualification of the Shares
under any applicable national, state or foreign law or ruling of any
governmental body that the Company determines to be necessary or advisable.





The restrictions contained in this Section 14.7 shall be in addition to
any conditions or restrictions that the Committee may impose pursuant to
Section 14.6. The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company’s
counsel to be necessary to the lawful issuance and sale of any Shares
hereunder, shall relieve the Company of any liability in respect of the failure
to issue or sell such Shares as to which such requisite authority shall not
have been obtained. 


          14.8
Awards to Non-U.S. Employees or Directors. To comply
with the laws in countries other than the United States in which the Company or
any of its Subsidiaries or Affiliates operates or has Employees or Directors,
the Committee, in its sole discretion, shall have the power and authority to:


	
 

	
 

	
 

	
 


	
 

	
 

	
(a)

	
Determine which Subsidiaries or Affiliates shall be covered by the
Plan;


	
 

	
 

	
 

	
 


	
 

	
 

	
(b)

	
Determine which Employees or Directors outside the United States are
eligible to participate in the Plan;


	
 

	
 

	
 

	
 


	
 

	
 

	
(c)

	
Modify the terms and conditions of any Award granted to Employees or
Directors outside the United States to comply with applicable foreign laws;


	
 

	
 

	
 

	
 


	
 

	
 

	
(d)

	
Take any action, before or after an Award is made, that it deems
advisable to obtain approval or comply with any necessary local government
regulatory exemptions or approvals; and


	
 

	
 

	
 

	
 


	
 

	
 

	
(e)

	
Establish subplans and modify exercise procedures and other terms and
procedures, to the extent such actions may be necessary or advisable. Any
subplans and modifications to Plan terms and procedures established under this
Section 14.8 by the Committee shall be attached to this Plan document as
appendices.












          14.9
Rights as a Shareholder. Except as otherwise provided
herein or in the applicable Award Agreement, a Participant shall have none of
the rights of a shareholder with respect to Shares covered by any Award until
the Participant becomes the record holder of such Shares.


          14.10
Severability. If any provision of the Plan or any
Award is or becomes or is deemed to be invalid, illegal, or unenforceable in
any jurisdiction, or as to any Person or Award, or would disqualify the Plan or
any Award under any law deemed applicable by the Committee, such provision
shall be construed or deemed amended to conform to applicable laws, or if it
cannot be so construed or deemed amended without, in the determination of the
Committee, materially altering the intent of the Plan or the Award, such
provision shall be stricken as to such jurisdiction, Person, or Award, and the
remainder of the Plan and any such Award shall remain in full force and effect.


          14.11
Unfunded Plan. Participants shall have no right,
title, or interest whatsoever in or to any investments that the Company or any
of its Subsidiaries or Affiliates may make to aid it in meeting its obligations
under the Plan. Nothing contained in the Plan, and no action taken pursuant to
its provisions, shall create or be construed to create a trust of any kind, or
a fiduciary relationship between the Company and any Participant, beneficiary,
legal representative, or any other Person. To the extent that any Person
acquires a right to receive payments from the Company under the Plan, such
right shall be no greater than the right of an unsecured general creditor of
the Company. All payments to be made hereunder shall be paid from the general
funds of the Company and no special or separate fund shall be established and
no segregation of assets shall be made to assure payment of such amounts. The
Plan is not subject to the U.S. Employee Retirement Income Security Act of
1974, as amended from time to time.


          14.12
No Constraint on Corporate Action. Nothing in the Plan
shall be construed to (a) limit, impair, or otherwise affect the Company’s
right or power to make adjustments, reclassifications, reorganizations, or
changes of its capital or business structure, or to merge or consolidate, or
dissolve, liquidate, sell, or transfer all or any part of its business or
assets, or (b) limit the right or power of the Company to take any action which
such entity deems to be necessary or appropriate.


          14.13
Successors. All obligations of the Company under the
Plan with respect to Awards granted hereunder shall be binding on any successor
to the Company, whether the existence of such successor is the result of a direct
or indirect purchase, merger, consolidation, or otherwise, of all or
substantially all of the business or assets of the Company.


          14.14
Governing Law. The Plan and each Award Agreement shall
be governed by the laws of the State of Delaware, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of the Plan
to the substantive law of another jurisdiction.


          14.15
Waiver of Certain Claims. By participating in the
Plan, the Participant waives all and any rights to compensation or damages in
consequence of the termination of his or her office or Service with the
Company, any Subsidiary or Affiliate for any reason whatsoever, whether
lawfully or otherwise, insofar as those rights arise or may arise from his or
her ceasing 






to have rights under the Plan as a result of such termination, or from
the loss or diminution in value of such rights or entitlements, including by
reason of the operation of the terms of the Plan, any determination by the
Board or Committee pursuant to a discretion contained in the Plan or any Award
Agreement or the provisions of any statute or law relating to taxation.


          14.16
Data Protection. By participating in the Plan, the
Participant consents to the collection, processing, transmission and storage by
the Company in any form whatsoever, of any data of a professional or personal
nature which is necessary for the purposes of introducing and administering the
Plan. The Company may share such information with any Subsidiary or Affiliate,
the trustee of any employee benefit trust, its registrars, trustees, brokers,
other third party administrator or any Person who obtains control of the
Company or acquires the company, undertaking or part-undertaking which employs
the Participant, wherever situated.


          14.17
Effective Date. The Plan shall be effective as of the
date of adoption by the Board, which date is set forth below (the “Effective
Date”).


          14.18
Shareholder Approval. The Plan will be submitted for
approval by the shareholders of the Company at an annual meeting or any special
meeting of shareholders of the Company within twelve (12) months of the
Effective Date. Any Awards granted under the Plan prior to such approval of
shareholders shall be effective as of the date of grant, but no such Award may
be exercised or settled and no restrictions relating to any Award may lapse
prior to such shareholder approval, and if shareholders fail to approve the
Plan as specified hereunder, the Plan and any Award shall be terminated and
cancelled without consideration. 


*               *               *


          This
Plan was duly adopted and approved by the Board of Directors of the Company by
resolution at a meeting held on the ____ day of _________, 2013.