Exhibit 10.1


            AMERICAN HERITAGE ARMS, INC.


            2008 STOCK INCENTIVE PLAN


            1. Purpose


                  The purpose of the American Heritage Arms, Inc. Stock Incentive Plan is to provide a means by which eligible employees, officers, non-employee directors and other individual service providers may be given an opportunity to benefit from increases in the value of the Common Stock through the grant of Awards. The Company, by means of the Plan,
            seeks to retain the services of such eligible persons and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Subsidiaries.


            2. Definitions


                  Wherever the following capitalized terms are used in the Plan, they shall have the meanings specified below:


            
                	
                             

                        	
                            2.1

                        	
                            “Award” means an award of a Stock Option, Stock Appreciation Right, Restricted Stock Award or Stock Unit Award granted under the Plan.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.2

                        	
                            “Award Agreement” means a written agreement entered into between the Company and a Participant setting forth the terms and conditions of an Award. Each Award Agreement shall be subject to the terms and conditions of the Plan and need not be identical.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.3

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

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.4

                        	
                            “Change in Control” shall have the meaning set forth in Section 10.2 hereof.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.5

                        	
                            “Code” means the Internal Revenue Code of 1986, as amended.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.6

                        	
                            “Committee” means the committee of the Board delegated with the authority to administer the Plan, or the full Board, as provided in Section 3 of the Plan.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.7

                        	
                            “Common Stock” means the Company’s Common Stock, par value $.01 per share.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        


            


             


             


            
                

            


            
                

            


             


            
                	
                             

                        	
                            2.8

                        	
                            “Company” means American Heritage Arms, Inc., a Delaware corporation.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.9

                        	
                            “Date of Grant” means the date on which an Award under the Plan is granted by the Committee, or such later date as the Committee may specify to be the effective date of an Award.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.10

                        	
                            “Disability” means a Participant being considered “disabled” within the meaning of Section 409A of the Code and Treasury Regulation 1.409A-3(i)(4), as well as any successor regulation or interpretation.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.11

                        	
                            “Effective Date” means the date set forth in Section 13.1 hereof.

                        
	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.12

                        	
                            “Eligible Person” means any person who is an employee, officer, director, consultant, advisor or other individual service provider of the Company or any Subsidiary, as determined by the Committee, or any person who is determined by the Committee to be a prospective employee, officer,
                            director, consultant, advisor or other individual service provider of the Company or any Subsidiary.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.13

                        	
                            “Exchange Act” means the Securities Exchange Act of 1934, as amended.

                        


            


             


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.14

                        	
                            “Fair Market Value” of a share of Common Stock shall be determined by the Board in its discretion in a manner consistent with Section 409A of the Code and Treasury Regulation 1.409A-1(b)(5)(iv), as well as any successor regulation or interpretation.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.15

                        	
                            “Incentive Stock Option” means a Stock Option granted under Section 6 hereof that is intended to meet the requirements of section 422 of the Code and the regulations promulgated thereunder.

                        
	
                             

                        	
                             

                        	
                             

                        


            


            
                	
                             

                        	
                            2.16

                        	
                            “Nonqualified Stock Option” means a Stock Option granted under Section 6 hereof that is not an Incentive Stock Option.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.17

                        	
                            “Participant” means any Eligible Person who holds an outstanding Award under the Plan.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        


            


             


             


            
                


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                            2.18

                        	
                            “Person” shall mean any individual, partnership, firm, trust, corporation, limited liability company or other similar entity. When two or more Persons act as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of Common Stock, such
                            partnership, limited partnership, syndicate or group shall be deemed a “Person”.

                        
	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.19

                        	
                            “Plan” means this American Heritage Arms, Inc. 2008 Stock Incentive Plan, as may be amended from time to time.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.20

                        	
                            “Restricted Stock Award” means a grant of shares of Common Stock to an Eligible Person under Section 8 hereof that are issued subject to such vesting and transfer restrictions and such other conditions as are set forth in the Plan and the applicable Award Agreement.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.21

                        	
                            “Securities Act” means the Securities Act of 1933, as amended.

                        
	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.22

                        	
                            “Service” means a Participant’s employment or other service relationship with the Company or any Subsidiary.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.23

                        	
                            “Stock Appreciation Right” means a contractual right granted to an Eligible Person under Section 7 hereof entitling such Eligible Person to receive a payment, representing the difference between the base price per share of the right and the Fair Market Value of a share of Common Stock at
                            such time, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.24

                        	
                            “Stock Option” means a contractual right granted to an Eligible Person under Section 6 hereof to purchase shares of Common Stock at such time and price, and subject to such conditions, as are set forth in the Plan and the applicable Award Agreement.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.25

                        	
                            “Stock Unit Award” means a contractual right granted to an Eligible Person under Section 9 hereof representing notional unit interests equal in value to a share of Common Stock to be paid and distributed at such times, and subject to such conditions, as are set forth in the Plan and the
                            applicable Award Agreement.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            2.26

                        	
                            “Stockholders Agreement” means the Stockholders' Agreement, dated December 11, 2007, among the Company and the stockholders of the Company named therein, as amended from time to time.

                        


            


             


             


            
                


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                            2.27     

                        	
                            “Subsidiary” means an entity (whether or not a corporation) that is wholly or majority owned or controlled, directly or indirectly, by the Company, or any other affiliate of the Company that is so designated, from time to time, by the Committee; provided, however, that with respect to
                            Incentive Stock Options, the term “Subsidiary” shall include only an entity that qualifies under section 424(f) of the Code as a “subsidiary corporation” with respect to the Company.

                        


            


            3. Administration


            Section 3.1      Committee Members. The Plan shall be administered by the Committee. The entire Board may comprise the Committee or the Board may delegate administration of the Plan to a Committee or Committees of one (1) or more members of the Board, and the term
            “Committee” shall apply to any person or persons to whom such authority has been delegated. Furthermore, unless one or more Committees has been appointed by the Board, any reference to the Committee in the Plan shall mean the Board. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, including the power to delegate to a subcommittee any of the
            administrative powers the Committee is authorized to exercise (and references in this Plan to the Board shall thereafter be to the Committee or subcommittee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan.


             


            
                


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            Section 3.2      Committee Authority. The Committee shall have such powers and authority as may be necessary or appropriate for the Committee to carry out its functions as described in the Plan. Subject to the express limitations of the Plan, the Committee shall have authority in its
            discretion to determine the Eligible Persons to whom, and the time or times at which, Awards may be granted, the number of shares, units or other rights subject to each Award, the exercise, base or purchase price of an Award (if any), the time or times at which an Award will become vested, exercisable or payable, the performance criteria, performance goals and other conditions of an Award, the duration of the Award, and all other terms of the Award. Subject to the terms of the Plan,
            the Committee shall have the authority to amend the terms of an Award in any manner that is not inconsistent with the Plan, provided that no such action shall adversely affect the rights of a Participant with respect to an outstanding Award without the Participant’s consent. The Committee shall also have discretionary authority to interpret the Plan, to make all factual determinations under the Plan, and to make all other determinations necessary or advisable for Plan
            administration, including, without limitation, to correct any defect, to supply any omission or to reconcile any inconsistency in the Plan or any Award Agreement hereunder. The Committee may prescribe, amend, and rescind rules and regulations relating to the Plan. The Committee’s determinations under the Plan need not be uniform and may be made by the Committee selectively among Participants and Eligible Persons, whether or not such persons are similarly situated. The
            Committee shall, in its discretion, consider such factors as it deems relevant in making its interpretations, determinations and actions under the Plan including, without limitation, the recommendations or advice of any officer or employee of the Company or such attorneys, consultants, accountants or other advisors as it may select. All interpretations, determinations, and actions by the Committee shall be final, conclusive, and binding upon all
            parties.


            4. Shares Subject to the Plans


            Section 4.1 Share Limitation. Subject to adjustment pursuant to Section 4.2 hereof, the maximum aggregate number of shares of Common Stock which may be issued under all Awards granted to Participants under the Plan shall be 2,424,703 shares. Shares of Common Stock issued under the Plan may be either
            authorized but unissued shares or shares held in the Company’s treasury. Any shares of Common Stock subject to Awards that are settled in Common Stock shall be counted against the maximum share limitations of this Section 4.1 as one share of Common Stock for every share of Common Stock subject thereto, regardless of the number of shares of Common Stock actually issued to settle the Stock Option or Stock Appreciation Right upon exercise. To the extent that any Award under the
            Plan payable in shares of Common Stock is forfeited, cancelled, returned to the Company for failure to satisfy vesting requirements or upon the occurrence of other forfeiture events, or otherwise terminates without payment being made thereunder, the shares of Common Stock covered thereby will no longer be counted against the foregoing maximum share limitations and may again be made subject to Awards under the Plan pursuant to such limitations. No member of the Committee shall
            participate in any Committee actions with respect to the grant of any Award to such Committee member.


             


            
                


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            Section 4.2 Adjustments. If there shall occur any change with respect to the outstanding shares of Common Stock by reason of any recapitalization, reclassification, stock dividend, extraordinary dividend, stock split, reverse stock split, or other distribution with respect to the shares of Common Stock, or any merger,
            reorganization, consolidation, combination, spin-off or other similar corporate change, or any other change affecting the Common Stock, the Committee shall, in the manner and to the extent that it deems appropriate and equitable to the Participants and consistent with the terms of the Plan, cause an adjustment to be made in (i) the maximum numbers and kind of shares provided in Section 4.1 hereof, (ii) the numbers and kind of shares of Common Stock, units, or other rights subject to
            then outstanding Awards, (iii) the price for each share or unit or other right subject to then outstanding Awards, (iv) the performance measures or goals relating to the vesting of an Award and (v) any other terms of an Award that are affected by the event to prevent dilution or enlargement of a Participant’s rights under an Award. Notwithstanding the foregoing, in the case of Incentive Stock Options, any such adjustments shall, to the extent practicable, be made in a manner
            consistent with the requirements of section 424(a) of the Code.


            5. Participation and Awards


            Section 5.1 Designation of Participants. All Eligible Persons are eligible to be designated by the Committee to receive Awards and become Participants under the Plan. The Committee has the authority, in its discretion, to determine and designate from time to time those Eligible Persons who are to be granted Awards, the types of
            Awards to be granted and the number of shares of Common Stock or units subject to Awards granted under the Plan. In selecting Eligible Persons to be Participants and in determining the type and amount of Awards to be granted under the Plan, the Committee shall consider any and all factors that it deems relevant or appropriate.


            Section 5.2     Determination of Awards. The Committee shall determine the terms and conditions of all Awards granted to Participants in accordance with its authority under Section 3.2 hereof. An Award may consist of one type of right or benefit hereunder or of two or more such rights or benefits granted in
            tandem or in the alternative. To the extent deemed necessary by the Committee, an Award shall be evidenced by an Award Agreement as described in Section 11.1 hereof.


            6. Stock Options


            Section 6.1 Grant of Stock Option. A Stock Option may be granted to any Eligible Person selected by the Committee. Subject to the provisions of Section 6.6 hereof and section 422 of the Code, each Stock Option shall be designated, in the discretion of the Committee, as an Incentive Stock Option or as a Nonqualified Stock
            Option.


            Section 6.2     Exercise Price. The exercise price per share of a Stock Option shall not be less than 100 percent of the Fair Market Value of the shares of Common Stock on the Date of Grant, provided that the Committee may in its discretion specify for any Stock Option an exercise price per share that is
            higher than the Fair Market Value on the Date of Grant.


            Section 6.3     Vesting of Stock Options. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon which, a Stock Option or portion thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Option may be based on the
            continued Service of the Participant with the Company or a Subsidiary for a specified time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its discretion, accelerate the vesting or exercisability of any Stock Option at any time.


             


            
                


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            Section 6.4     Term of Stock Options. The Committee shall in its discretion prescribe in an Award Agreement the period during which a vested Stock Option may be exercised, provided that the maximum term of a Stock Option shall be ten (10) years from the Date of Grant. A Stock Option may be
            earlier terminated as specified by the Committee and set forth in an Award Agreement upon or following the termination of a Participant’s Service with the Company or any Subsidiary, including by reason of voluntary resignation, death, Disability, termination for cause or any other reason. Except as otherwise provided in this Section 6 or in an Award Agreement, no Stock Option may be exercised at any time during the term thereof unless the
            Participant is then in the Service of the Company or one of its Subsidiaries.


            Section 6.5     Stock Option Exercise; Tax Withholding. Subject to such terms and conditions as shall be specified in an Award Agreement, a Stock Option may be exercised in whole or in part at any time during the term thereof by notice in the form required by the Company, together with payment of the
            aggregate exercise price therefor and applicable withholding tax. Payment of the exercise price shall be made in the manner set forth in an Award Agreement, unless otherwise provided by the Committee: (i) in cash or by cash equivalent acceptable to the Committee; (ii) by payment in shares of Common Stock that have been held by the Participant for such period as the Committee may deem appropriate for accounting purposes or otherwise, valued at the Fair Market Value of such shares on
            the date of exercise; (iii) by a combination of the foregoing methods; or (iv) by such other method as may be approved by the Committee and set forth in an Award Agreement. In addition to and at the time of payment of the exercise price, the Participant shall pay to the Company the full amount of any and all applicable income tax, employment tax and other amounts required to be withheld in connection with such exercise, payable under such of the methods described above for the
            payment of the exercise price as may be approved by the Committee and set forth in an Award Agreement.


            
                	
                             

                        	
                            Section 6.6  

                        	
                            Additional Rules for Incentive Stock Options.

                        


            


            
                	
                             

                        	
                            (i)

                        	
                            Eligibility.     An Incentive Stock Option may only be granted to an Eligible Person who is considered an employee under Treasury Regulation §1.421-7(h) of the Company or any Subsidiary.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            (ii)

                        	
                            Annual Limits.     No Incentive Stock Option shall be granted to an Eligible Person as a result of which the aggregate Fair Market Value (determined as of the Date of Grant) of the stock with respect to which Incentive Stock Options are exercisable for the first time in any calendar year under the
                            Plan and any other stock option plans of the Company or any Subsidiary would exceed $100,000, determined in accordance with section 422(d) of the Code. This limitation shall be applied by taking Incentive Stock Options into account in the order in which granted.

                        


            


             


            
                	
                             

                        	
                             

                        	
                             

                        


            


             


             


            
                


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                            (iii)

                        	
                            Ten Percent Stockholders.     If a Stock Option granted under the Plan is intended to be an Incentive Stock Option, and if the Participant, at the time of grant, owns stock possessing ten percent or more of the total combined voting power of all classes of Common Stock of the Company or any
                            Subsidiary, then (A) the Stock Option exercise price per share shall in no event be less than 110 percent of the Fair Market Value of the Common Stock on the date of such grant and (B) such Stock Option shall not be exercisable after the expiration of five (5) years following the date such Stock Option is granted.

                        
	
                             

                        	
                             

                        	
                             

                        


            


            
                	
                             

                        	
                            (iv)

                        	
                            Termination of Employment.     An Award of an Incentive Stock Option may provide that such Stock Option may be exercised not later than three (3) months following termination of employment of the Participant with the Company and all Subsidiaries, or not later than one (1) year following death or a
                            permanent and total disability within the meaning of section 22(e)(3) of the Code, as and to the extent determined by the Committee to comply with the requirements of Section 422 of the Code.

                        


            


            
                	
                             

                        	
                             

                        	
                             

                        
	
                             

                        	
                            (v)

                        	
                            Disqualifying Dispositions.     If shares of Common Stock acquired by exercise of an Incentive Stock Option are disposed of within two (2) years following the Date of Grant or one (1) year following the transfer of such shares to the Participant upon exercise, the Participant shall, promptly
                            following such disposition, notify the Company in writing of the date and terms of such disposition and provide such other information regarding the disposition as the Company may reasonably require.

                        


                

                7. Stock Appreciation Rights
            


            Section 7.1     Grant of Stock Appreciation Rights. A Stock Appreciation Right may be granted to any Eligible Person selected by the Committee. Stock Appreciation Rights may be granted on a basis that allows for the exercise of the right by the Participant or that provides for the automatic payment of the
            right upon a specified date or event.


            Section 7.2     Freestanding Stock Appreciation Rights.     A Stock Appreciation Right may be granted without any related Stock Option. The Committee shall in its discretion prescribe the time or times at which, or the conditions upon which, a Stock Appreciation Right or portion
            thereof shall become vested and/or exercisable. The requirements for vesting and exercisability of a Stock Appreciation Right may be based on the continued Service of a Participant with the Company or a Subsidiary for a specified time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. A Stock Appreciation Right will be exercisable or payable at such time or times as determined by the Committee, provided
            that the maximum term of a Stock Appreciation Right shall be ten (10) years from the Date of Grant. The Committee may, in its discretion, accelerate the vesting or exercisability of any Stock Appreciation Right at any time. The base price of a Stock Appreciation Right granted without any related Stock Option shall be determined by the Committee in its sole discretion; provided, however, that the base price per share of any such freestanding Stock Appreciation Right shall not be less
            than 100 percent of the Fair Market Value of the shares of Common Stock on the Date of Grant.


             


            
                


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            Section 7.3     Tandem Stock Option/Stock Appreciation Rights.     A Stock Appreciation Right may be granted in tandem with a Stock Option, either at the time of grant or at any time thereafter during the term of the Stock Option. A tandem Stock Option/Stock Appreciation Right will
            entitle the holder to elect, as to all or any portion of the number of shares subject to the Award, to exercise either the Stock Option or the Stock Appreciation Right, resulting in the reduction of the corresponding number of shares subject to the right so exercised as well as the tandem right not so exercised. A Stock Appreciation Right granted in tandem with a Stock Option hereunder shall have a base price per share equal to the per share exercise price of the Stock Option, will
            be vested and exercisable at the same time or times that a related Stock Option is vested and exercisable, and will expire no later than the time at which the related Stock Option expires.


            Section 7.4     Payment of Stock Appreciation Rights.     A Stock Appreciation Right will entitle the holder, upon exercise or other payment of the Stock Appreciation Right, as applicable, to receive an amount determined by multiplying: (i) the excess of the Fair Market Value of a
            share of Common Stock on the date of exercise or payment of the Stock Appreciation Right over the base price of such Stock Appreciation Right, by (ii) the number of shares as to which such Stock Appreciation Right is exercised or paid. Payment of the amount determined under the foregoing may be made, as approved by the Committee and set forth in the Award Agreement, in shares of Common Stock valued at their Fair Market Value on the date of exercise or payment, in cash, or in a
            combination of shares of Common Stock and cash, subject to applicable tax withholding requirements.


            8. Restricted Stock Awards


            Section 8.1     Grant of Restricted Stock Awards.     A Restricted Stock Award may be granted to any Eligible Person selected by the Committee. The Committee may require the payment by the Participant of a specified purchase price in connection with any Restricted Stock Award. The
            Committee may provide in an Award Agreement for the payment of dividends and distributions to the Participant at such times as paid to stockholders generally or at the times of vesting or other payment of the Restricted Stock Award.


            Section 8.2     Vesting Requirements.     The restrictions imposed on shares of Common Stock granted under a Restricted Stock Award shall lapse in accordance with the vesting requirements specified by the Committee in the Award Agreement. The requirements for vesting of a Restricted
            Stock Award may be based on the continued Service of the Participant with the Company or its Subsidiaries for a specified time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its discretion, accelerate the vesting of a Restricted Stock Award at any time. If the vesting requirements of a Restricted Stock Award shall not be satisfied, the Award shall be forfeited and the shares of
            Common Stock subject to the Award shall be returned to the Company. In the event that the Participant paid any purchase price with respect to such forfeited shares, unless otherwise provided by the Committee in an Award Agreement, the Company will refund to the Participant the lesser of (i) such purchase price and (ii) the Fair Market Value of such shares on the date of forfeiture.


             


            
                


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            Section 8.3     Restrictions.     Shares granted under any Restricted Stock Award may not be transferred, assigned or subject to any encumbrance, pledge, or charge until all applicable restrictions are removed or have expired, unless otherwise allowed by the Committee. The Committee
            may require in an Award Agreement that certificates representing the shares granted under a Restricted Stock Award bear a legend making appropriate reference to the restrictions imposed, and that certificates representing the shares granted or sold under a Restricted Stock Award will remain in the physical custody of an escrow holder until all restrictions are removed or have expired.


            Section 8.4     Rights as Stockholder.     Subject to the foregoing provisions of this Section 8 and the applicable Award Agreement, the Participant shall have all rights of a stockholder with respect to the shares granted to the Participant under a Restricted Stock Award, including
            the right to vote the shares and receive all dividends and other distributions paid or made with respect thereto, unless the Committee determines otherwise at the time the Restricted Stock Award is granted.


            Section 8.5     Section 83(b) Election.     If a Participant makes an election pursuant to section 83(b) of the Code with respect to a Restricted Stock Award, the Participant shall file, within 30 days following the Date of Grant, a copy of such election with the Company (directed to
            the Secretary thereof) and with the Internal Revenue Service, in accordance with the regulations under section 83 of the Code. The Committee may provide in an Award Agreement that the Restricted Stock Award is conditioned upon the Participant’s making or refraining from making an election with respect to the Award under section 83(b) of the Code.


            
                	
                            9. Stock Unit Awards

                        


            


            Section 9.1     Grant of Stock Unit Awards.     A Stock Unit Award may be granted to any Eligible Person selected by the Committee. The value of each stock unit under a Stock Unit Award is equal to the Fair Market Value of the Common Stock on the applicable date or time period of
            determination, as specified by the Committee. A Stock Unit Award shall be subject to such restrictions and conditions as the Committee shall determine. A Stock Unit Award may be granted together with a dividend equivalent right with respect to the shares of Common Stock subject to the Award, which may be accumulated and may be deemed reinvested in additional stock units, as determined by the Committee in its discretion.


             


            
                


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            Section 9.2     Vesting of Stock Unit Awards.     On the Date of Grant, the Committee shall, in its discretion, determine any vesting requirements with respect to a Stock Unit Award, which shall be set forth in the Award Agreement. The requirements for vesting
            of a Stock Unit Award may be based on the continued Service of the Participant with the Company or its Subsidiaries for a specified time period (or periods) or on the attainment of a specified performance goal (or goals) established by the Committee in its discretion. The Committee may, in its discretion, accelerate the vesting of a Stock Unit Award at any time. A Stock Unit Award may also be granted on a fully vested basis, with a deferred payment date
            as may be determined by the Committee or elected by the Participant in accordance with the rules established by the Committee.


            Section 9.3     Payment of Stock Unit Awards.     A Stock Unit Award shall become payable to a Participant at the time or times determined by the Committee and set forth in the Award Agreement, which may be upon or following the vesting of the Award. Payment of a Stock Unit Award may
            be made, at the discretion of the Committee, in cash or in shares of Common Stock, or in a combination thereof, subject to applicable tax withholding requirements. Any cash payment of a Stock Unit Award shall be made based upon the Fair Market Value of the Common Stock, determined on such date or over such time period as determined by the Committee.


            Section 9.4     No Rights as Stockholder.     The Participant shall not have any rights as a stockholder with respect to the shares subject to a Stock Unit Award until such time as shares of Common Stock are delivered to the Participant pursuant to the terms of the Award
            Agreement.


            10. Change in Control


            Section 10.1     Effect of Change in Control.     The Committee may, at the time of the grant of an Award and as set forth in an Award Agreement, provide for the effect of a “Change in Control” on an Award. Such provisions may include any one or more of the following: (i)
            the acceleration or extension of time periods for purposes of exercising, vesting in, or realizing gain from any Award, (ii) the elimination or modification of performance or other conditions related to the payment or other rights under an Award, (iii) provision for the cash settlement of an Award for an equivalent cash value, as determined by the Committee, or (iv) such other modification or adjustment to an Award as the Committee deems appropriate to maintain and protect the
            rights and interests of Participants upon or following a Change in Control. To the extent necessary for compliance with Section 409A of the Code, an Award Agreement shall provide that an Award subject to the requirements of Section 409A that would otherwise become payable upon a Change in Control shall only become payable to the extent that the requirements for a “change in control” for purposes of Section 409A have been satisfied.


            Section 10.2     Definition of Change in Control.   For purposes of the Plan, unless otherwise defined in an Award Agreement, “Change in Control” shall mean (1) any Person who is not Cerberus Capital Management, L.P. or any of its
            affiliates or affiliate funds (“Cerberus”) becomes the beneficial owner, directly or indirectly, of seventy-five percent (75%) or more of the combined voting power of the then issued and outstanding shares of Common Stock and Preferred Stock or other voting securities of the Company or (2) the sale, transfer or other disposition of all or substantially all of the business and assets of the Company and its subsidiaries,
            whether by sale of assets, merger or otherwise (determined on a consolidated basis) to another Person other than a transaction in which the survivor or transferee is a Person controlled, directly or indirectly, by Cerberus.


             


            
                


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            11. General Provisions


            Section 11.1     Award Agreement.     To the extent deemed necessary by the Committee, an Award under the Plan shall be evidenced by an Award Agreement in a written or electronic form approved by the Committee setting forth the number of shares of Common Stock or units subject to the
            Award, the exercise price, base price, or purchase price of the Award, the time or times at which an Award will become vested, exercisable or payable and the term of the Award. The Award Agreement may also set forth the effect on an Award of termination of Service under certain circumstances. The Award Agreement shall be subject to and incorporate, by reference or otherwise, all of the applicable terms and conditions of the Plan, and may also set forth other terms and conditions
            applicable to the Award as determined by the Committee consistent with the limitations of the Plan. Award Agreements evidencing Incentive Stock Options shall contain such terms and conditions as may be necessary to meet the applicable provisions of section 422 of the Code. The grant of an Award under the Plan shall not confer any rights upon the Participant holding such Award other than such terms, and subject to such conditions, as are specified in the Plan as being applicable to
            such type of Award (or to all Awards) or as are expressly set forth in the Award Agreement.


            Section 11.2     Forfeiture Events/Representations.     The Committee may specify in an Award Agreement at the time of the Award that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment
            upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events shall include, but shall not be limited to, termination of Service for cause, violation of material Company policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company. The
            Committee may also specify in an Award Agreement that the Participant’s rights, payments and benefits with respect to an Award shall be conditioned upon the Participant making a representation regarding compliance with noncompetition, confidentiality or other restrictive covenants that may apply to the Participant and providing that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or
            recoupment on account of a breach of such representation.


            Section 11.3     No Assignment or Transfer; Beneficiaries.     Awards under the Plan shall not be assignable or transferable by the Participant, except by will or by the laws of descent and distribution, and shall not be subject in any manner to assignment, alienation, pledge,
            encumbrance or charge. Notwithstanding the foregoing, the Committee may provide in an Award Agreement that the Participant shall have the right to designate a beneficiary or beneficiaries who shall be entitled to any rights, payments or other benefits specified under an Award following the Participant’s death. During the lifetime of a Participant, an Award shall be exercised only by such Participant or such Participant’s guardian or legal representative. In the event of
            a Participant’s death, an Award may, to the extent permitted by the Award Agreement, be exercised by the Participant’s beneficiary as designated by the Participant in the manner prescribed by the Committee or, in the absence of an authorized beneficiary designation, by the legatee of such Award under the Participant’s will or by the Participant’s estate in accordance with the Participant’s will or the laws of descent and distribution, in each case in
            the same manner and to the same extent that such Award was exercisable by the Participant on the date of the Participant’s death.


             


            
                


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            Section 11.4     Rights as Stockholder.     A Participant shall have no rights as a holder of shares of Common Stock with respect to any unissued securities covered by an Award until the date the Participant becomes the holder of record of such securities. Except as provided in
            Section 4.2 hereof, no adjustment or other provision shall be made for dividends or other stockholder rights, except to the extent that the Award Agreement provides for dividend payments or dividend equivalent rights.


            Section 11.5     Employment or Service.     Nothing in the Plan, in the grant of any Award or in any Award Agreement shall confer upon any Eligible Person or Participant any right to continue in the Service of the Company or any of its Subsidiaries, or interfere in any way with the
            right of the Company or any of its Subsidiaries to terminate the employment or other service relationship of an Eligible Person or Participant for any reason at any time.


            Section 11.6 Fractional Shares. In the case of any fractional share or unit resulting from the grant, vesting, payment or crediting of dividends or dividend equivalents under an Award, the Committee shall have the discretionary authority to (i) disregard such fractional share or unit, (ii) round such fractional share or unit to the
            nearest lower or higher whole share or unit, or (iii) convert such fractional share or unit into a right to receive a cash payment.


            Section 11.7     Other Compensation and Benefit Plans.     The amount of any compensation deemed to be received by a Participant pursuant to an Award shall not constitute includable compensation for purposes of determining the amount of benefits to which a Participant is entitled
            under any other compensation or benefit plan or program of the Company or any Subsidiary, including, without limitation, under any bonus, pension, profit-sharing, life insurance, salary continuation or severance benefits plan, except to the extent specifically provided by the terms of any such plan.


            Section 11.8     Plan Binding on Transferees.     The Plan shall be binding upon the Company, its transferees and assigns, and the Participant, the Participant’s executor, administrator and permitted transferees and beneficiaries.


             


            
                


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            Section 11.9     Foreign Jurisdictions.     The Committee may adopt, amend and terminate such arrangements and grant such Awards, not inconsistent with the intent of the Plan, as it may deem necessary or desirable to comply with any tax, securities,
            regulatory or other laws of other jurisdictions with respect to Awards that may be subject to such laws. The terms and conditions of such Awards may vary from the terms and conditions that would otherwise be required by the Plan solely to the extent the Committee deems necessary for such purpose. Moreover, the Board may approve such supplements to or amendments, restatements or alternative versions of the Plan, not inconsistent with the intent of the Plan, as it may
            consider necessary or appropriate for such purposes, without thereby affecting the terms of the Plan as in effect for any other purpose.


            Section 11.10 Substitute Awards in Corporate Transactions.     Nothing contained in the Plan shall be construed to limit the right of the Committee to grant Awards under the Plan in connection with the acquisition, whether by purchase, merger, consolidation or other corporate transaction, of the business or
            assets of any corporation or other entity. Without limiting the foregoing, the Committee may grant Awards under the Plan to an employee or director of another corporation who becomes an Eligible Person by reason of any such corporate transaction in substitution for awards previously granted by such corporation or entity to such person. The terms and conditions of the substitute Awards may vary from the terms and conditions that would otherwise be required by the Plan solely to the
            extent the Committee deems necessary for such purpose. Any shares of Common Stock subject to these substitute Awards shall not be counted against any of the maximum share limitations set forth in the Plan.


            Section 11.11 Stockholder Agreements; Restrictions. Upon the grant of any Award or the distribution of Common Stock pursuant to any Award (as applicable), the Participant (or legal representative) shall be required to become a party to a Stockholders Agreement and/or related agreement(s), which shall include such terms and conditions
            (including without limitation, call rights, drag-along rights and refusal rights), as may be determined by the Committee in its sole discretion.


            
                	
                             

                        	
                            Section 11.12

                        	
                            Company Call Right Upon Termination, Involuntary Transfer.

                        


            


            
                	
                             

                        	
                            (a)

                        	
                            Vested Common Stock.

                        


            


            (i)              Company Call Right. If a Participant's Service terminates for any reason, or an Involuntary Transfer occurs, the Company shall have the right (a "Call Right") to purchase and, upon the exercise of
            the Call Right by the Company, the Participant and the Participant's Permitted Transferees (as defined in the Stockholders' Agreement) shall be required to sell, all of the vested shares of Common Stock beneficially owned by any of them that were granted pursuant to an Award. Upon such termination or Involuntary Transfer, as the case may be, the Call Right may be exercised by the Company for a period of one year after the occurrence of such event (or, if later, the date on which the
            Company is notified or becomes aware of the occurrence of such event). The Company may exercise such Call Right by giving written notice thereof to the Participant.


             


            
                


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            (ii)  Purchase Price. With respect to any exercise of a Call Right under this Section, the purchase price per vested share of Common Stock to be paid by the Company at the closing provided for in Section 7(b) shall be: (A) if the Participant's Service is terminated by the Company or any of its
            subsidiaries or affiliates for Cause (as defined in the applicable Award Agreement), the lesser of $0.24 or the Fair Market Value or (B) in case of an Involuntary Transfer or if the Participant's Service is terminated by the Participant for any reason other than for Cause, the Fair Market Value, in each case, determined as of the date of termination of the Participant's Service or the Involuntary Transfer.


            
                	
                             

                        	
                            (b)

                        	
                            Election and Delivery Procedures.

                        


            


            (i)              The closing of any exercise of the Call Right pursuant to this Section shall take place at the offices of the Company, or such other place as may be mutually agreed upon, not less than 10 nor more than 30 days after the date such Call Right is exercised. The exact date and time of closing
            shall be specified by the Company.


            (ii)  At such closing, the Participant shall deliver certificates for the vested shares of Common Stock to be sold to the Company duly endorsed, or accompanied by written instruments of transfer in a form reasonably satisfactory to the Company duly executed, by such transferor, free and clear of any lien, security interest, pledge, claim, option, right of first refusal,
            marital right or other encumbrance. The Company shall pay the applicable purchase price for the vested shares of Common Stock; provided, however, that such payment may be deferred under the circumstances, and to the extent, provided for in Section 7(c) below.


            (c)          Legal Limitations. Anything in this Plan to the contrary notwithstanding, to the extent that the limitations or restrictions applicable to the Company under the laws of its jurisdiction of incorporation, the restrictions or limitations contained in the Certificate of
            Incorporation or By-Laws of the Company or any other applicable law, rule or regulation or under the terms of any indebtedness for borrowed money of the Company prohibit the Company from, or would cause the Company to be in default thereunder after, making any payment required under this Plan with respect to any vested share of Common Stock, then the Company shall not be obligated to make such payment at such time, and shall have the right to defer such payment until the Board
            reasonably determines that such limitations and restrictions no longer restrict the Company from making such deferred payment. Any amounts the payment of which is so deferred shall bear interest, compounded annually and calculated at a rate equal to the Prime Rate and shall be paid (with interest) promptly after, and to the extent that, the Board determines that the limitations and restrictions referred to in the first sentence of this Section 7(c) no longer restrict such payment.
            Notwithstanding a deferral of payment in accordance with this Section 7(c) for vested shares of Common Stock in respect of which a Call Right shall have been exercised, the closing of any exercise of such Call Right shall take place as provided in Section 7(b), and the rights of the Participant in respect of the vested shares of Common Stock subject to such Call Right (other than the right to receive payment of amounts deferred in accordance with this Section) shall
            terminate as of such closing.


             


            
                


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            (d)          Definitions. For purposes of this Section, the following terms shall have the following meanings:


            (i)              "Fair Market Value" means the value of a share of Common Stock as determined in good faith by the Board, the Committee or the Compensation Committee of the Board.


            (ii)  "Involuntary Transfer" means a transfer of a Participant's vested shares of Common Stock by operation of law including, without limitation, as a result of (A) a sale or other disposition by a trustee or debtor in possession appointed or retained in a bankruptcy case, (B) a sale at any creditors' or judicial sale, or
            (C) a transfer arising out of a divorce or separation proceeding.


            (iii)  "Prime Rate" means the rate which Citibank, N.A. announces from time to time at its principal office as its prime lending rate for domestic commercial loans, the Prime Rate to change when and as such prime lending rate changes.


            12. Legal Compliance


            Section 12.1     Securities Laws.     No shares of Common Stock will be issued or transferred pursuant to an Award unless and until all then applicable requirements imposed by Federal and state securities and other laws, rules and regulations and by any regulatory agencies having
            jurisdiction, and by any exchanges upon which the shares of Common Stock may be listed, have been fully met. As a condition precedent to the issuance of shares pursuant to the grant or exercise of an Award, the Company may require the Participant to take any reasonable action to meet such requirements. The Committee may impose such conditions on any shares of Common Stock issuable under the Plan as it may deem advisable, including, without limitation, restrictions under the
            Securities Act, as amended, under the requirements of any exchange upon which such shares of the same class are then listed, and under any blue sky or other securities laws applicable to such shares. The Committee may also require the Participant to represent and warrant at the time of issuance or transfer that the shares of Common Stock are being acquired only for investment purposes and without any current intention to sell or distribute such shares. All Common Stock issued
            pursuant to the terms of this Plan shall constitute “restricted securities,” as that term is defined in Rule 144 promulgated pursuant to the Securities Act, and may not be transferred except in compliance herewith and with the registration requirements of the Securities Act or an exemption therefrom. Certificates representing Common Stock acquired pursuant to an Award may bear such legend as the Company may consider appropriate under the circumstances.


            Section 12.2 Incentive Arrangement. The Plan is designed to provide an on-going, pecuniary incentive for Participants to produce their best efforts to increase the value of the Company. The Plan is not intended to provide retirement income or to defer the receipt of payments hereunder to the termination of a Participant’s
            employment or beyond. The Plan is thus intended not to be a pension or welfare benefit plan that is subject to Employee Retirement Income Security Act of 1974 (“ERISA”), and shall be construed accordingly. All interpretations and determinations hereunder shall be made on a basis consistent with the Plan’s status as not an employee benefit plan subject to ERISA.


             


            
                


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            Section 12.3     Unfunded Plan.     The adoption of the Plan and any reservation of shares of Common Stock or cash amounts by the Company to discharge its obligations hereunder shall not be deemed to create a trust or other funded arrangement. Except upon the issuance of Common Stock
            pursuant to an Award, any rights of a Participant under the Plan shall be those of a general unsecured creditor of the Company, and neither a Participant nor the Participant’s permitted transferees or estate shall have any other interest in any assets of the Company by virtue of the Plan. Notwithstanding the foregoing, the Company shall have the right to implement or set aside funds in a grantor trust, subject to the claims of the Company’s creditors or otherwise, to
            discharge its obligations under the Plan.


            Section 12.4 Section 409A Compliance. To the extent applicable, it is intended that the Plan and all Awards hereunder comply with the requirements of Section 409A of the Code, and the Plan and all Award Agreements shall be interpreted and applied by the Committee in a manner consistent with this intent in order to avoid the
            imposition of any additional tax under Section 409A of the Code. In the event that any provision of the Plan or an Award Agreement is determined by the Committee to not comply with the applicable requirements of Section 409A of the Code, the Committee shall have the authority to take such actions and to make such interpretations or changes to the Plan or an Award Agreement as the Committee deems necessary to comply with such requirements, provided that the Committee shall act in a
            manner that is intended to preserve the economic value of the Award to the Participant. In no event whatsoever shall the Company be liable for any additional tax, interest or penalties that may be imposed on the Executive by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code.


            Section 12.5     Tax Withholding.     The Participant shall be responsible for payment of any taxes or similar charges required by law to be withheld from an Award or an amount paid in satisfaction of an Award, which shall be paid by the Participant on or prior to the payment or other
            event that results in taxable income in respect of an Award. The Award Agreement may specify the manner in which the withholding obligation shall be satisfied with respect to the particular type of Award.


            Section 12.6     No Guarantee of Tax Consequences. Neither the Company, the Board, the Committee nor any other person make any commitment or guarantee that any federal, state, local or foreign tax treatment will apply or be available to any Participant or any other person hereunder.


            Section 12.7     Severability.     If any provision of the Plan or any Award Agreement shall be determined to be illegal or unenforceable by any court of law in any jurisdiction, the remaining provisions hereof and thereof shall be severable and enforceable in accordance with their
            terms, and all provisions shall remain enforceable in any other jurisdiction.


            Section 12.8 Governing Law.     The Plan and all rights hereunder shall be subject to and interpreted in accordance with the laws of the State of Delaware, without reference to the principles of conflicts of laws, and to applicable Federal securities laws.


            13. Effective Date, Amendment and Termination


            Section 13.1     Effective Date.     The Plan shall become effective as of May 14, 2008.


            Section 13.2     Amendment; Termination.     The Board may suspend or terminate the Plan (or any portion thereof) at any time and may amend the Plan at any time and from time to time in such respects as the Board may deem advisable or in the best interests of the Company or any
            Subsidiary. No such amendment, suspension or termination shall materially and adversely affect the rights of any Participant under any outstanding Awards, without the consent of such Participant.


             


            
                


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