ex-10_1.htm


    
      TBS
        INTERNATIONAL LIMITED &
SUBSIDIARIES                                                           EXHIBIT
        10.1

    

     

    
       

      TBS
        INTERNATIONAL LIMITED

       

      2005
        EQUITY INCENTIVE PLAN

       

      
        	
                1.

              	
                Purpose.

              


      

       

      The
        TBS
        International Limited Equity Incentive Plan (the "Plan") is intended to provide
        an incentive to employees, consultants and non-employee directors of TBS
        International Limited, a Bermuda company (the "Company"), and its Subsidiaries
        to remain in the service of the Company and its Subsidiaries and to increase
        their interest in the success of the Company in order to promote the long-term
        interests of the Company.  The Plan seeks to promote the highest level
        of performance by providing an economic interest in the long-term performance
        of
        the Company.

       

      
        	
                2.

              	
                Definitions.

              


      

       

      For
        purposes of the Plan, the following terms have the following
        meanings:

       

      "Affiliate"
        means, with respect to any Person, any other Person directly or indirectly
        controlling, controlled by or under common control with, such
        Person.  For purposes of this definition, "control" (including with
        correlative meanings, the terms "controlling", "controlled by" or "under
        common
        control with"), as used with respect to any Person, shall mean the possession,
        directly or indirectly, of the power to direct or cause the direction of
        the
        management and policies of such Person, whether through the ownership of
        voting
        securities or by contract or otherwise.

       

      "Agreement"
        means an agreement between the Company and an Eligible Person providing for
        the
        grant of an Award hereunder.

       

      "Award"
        means any Option, Share Appreciation Right, Restricted Shares, Bonus Share,
        Share Unit, Performance Share, or other incentive payable in cash or in Common
        Shares as may be designated by the Compensation Committee from time to time
        under the Plan.

       

      "Beneficial
        Owner" has the meaning set forth in Rule 13d-3 under the 1934 Act.

       

      "Beneficiary"
        or "Beneficiaries" means the person(s) designated by a Participant in writing
        to
        the Company to receive payments or other distributions or rights pursuant
        to the
        Plan upon the death of such Participant.  If no Beneficiary is so
        designated or if no Beneficiary is living at the time a payment, distribution
        or
        right becomes payable or distributable pursuant to the Plan, such payment,
        distribution or right shall be made to the estate of the
        Participant.  The Participant shall have the right to change the
        designated Beneficiaries from time to time by written instrument filed with
        the
        Compensation Committee in accordance with such rules as may be specified
        by the
        Compensation Committee.

       

      "Board
        of
        Directors" means the Board of Directors of the Company.

       

      "Bonus
        Shares" mean an Award of Common Shares issued in exchange for services rendered
        to the Company and/or its Subsidiaries or Affiliates under Section 9 that
        are
        fully vested when granted.

       

      "Cashless
        Exercise" means an exercise of Vested Options outstanding under the Plan
        through
        the delivery of irrevocable instructions to a broker to make a sale of a
        number
        of Option Shares that results in proceeds thereon in an amount required to
        pay
        the aggregate exercise price for all the shares underlying such Vested Options
        being so exercised and any required withholding tax and to deliver such proceeds
        to the Company in satisfaction of such aggregate exercise price.

       

      "Cause"
        means, with respect to any Participant, (a) "cause" as defined in an employment
        agreement applicable to the Participant, or (b) in the case of a Participant
        who
        does not have an employment agreement that defines "cause":

       

      (i)           any
        act or omission that constitutes a material breach by the Participant of
        any of
        the Participant's obligations under his or her employment agreement with
        the
        Company or any of its Subsidiaries, the applicable Agreement or any other
        agreement with the Company or any of its Subsidiaries;

       

      (ii)           the
        willful and continued failure or refusal of the Participant substantially
        to
        perform the duties required of him or her as an employee of the Company or
        any
        of its Subsidiaries, or performance significantly below the level required
        or
        expected of the Participant, as determined by the Compensation
        Committee;

       

      (iii)           any
        willful violation by the Participant of any federal or state law or regulation
        applicable to the business of the Company or any of its Subsidiaries or
        Affiliates, or the Participant's commission of any felony or other crime
        involving moral turpitude, or any willful perpetration by the Participant
        of a
        common law fraud; or

       

      (iv)           any
        other misconduct by the Participant that is materially injurious to the
        financial condition or business reputation of, or is otherwise materially
        injurious to, the Company or any of its Subsidiaries or Affiliates.

       

      "Change
        in Control" means:  (a) the sale or disposition, in one or a series of
        related transactions, of all or substantially all of the assets of the Company
        to any "person" or "group" (as such terms are defined in Sections 13(d)(3)
        and
        14(d)(2) of the 1934 Act) other than the holders of the Common Shares
        immediately prior to the initial Public Offering or any of their respective
        Affiliates or (b) any person (other than the holders of the Common Shares
        immediately prior to the initial Public Offering or any of their respective
        Affiliates) or group (other than the holders of the Common Shares immediately
        prior to the initial Public Offering or any of their respective Affiliates)
        is
        or becomes the Beneficial Owner, directly or indirectly, of more than 50%
        of the
        total voting power of the voting shares of the Company, including by way
        of
        merger, amalgamation, consolidation or otherwise.

       

      "Code"
        means the United States Internal Revenue Code of 1986, as amended, including
        the
        rules and regulations promulgated thereunder.

       

      "Common
        Shares" means Class A Common Shares, par value US$0.01 per share, of the
        Company.

       

      "Compensation
        Committee" means the Compensation Committee of the Board of
        Directors.

       

      "Competing
        Business" means a business or enterprise (other than the Company and its
        direct
        or indirect Subsidiaries) that is engaged in (a) ocean transportation services
        through liner, parcel, bulk and/or vessel chartering services, or (b) any
        other
        product or service provided by the Company at the time of an Eligible Person's
        termination of service.

       

      "Date
        of
        Grant" means the date of grant of an Award as set forth in the applicable
        Agreement.

       

      "Eligible
        Persons" means employees, consultants and non-employee directors of the Company
        and its Subsidiaries.

       

      "Fair
        Market Value" means, with respect to a Common Share on any relevant
        day:  (a) if such Common Shares are traded on a national securities
        exchange, the closing price on such day, or if the Common Shares did not
        trade
        on such day, the closing price on the most recent preceding day on which
        there
        was a trade, (b) if such Common Shares are quoted on an automated quotation
        system, the closing price on such day, or if the Common Shares did not trade
        on
        such day, the mean between the closing bid and asked prices on such day,
        or (c)
        in all other cases, the "fair market value" as determined by the Compensation
        Committee in good faith and using such financial sources as it deems relevant
        and reliable; provided, however, that Fair Market Value shall not be less
        than
        the par value of the Common Shares.

       

      "Good
        Reason" means, with respect to any Participant, (a) "good reason" as defined
        in
        an employment agreement applicable to such Participant, or (b) in the case
        of a
        Participant who does not have an employment agreement that defines "good
        reason", a failure by the Company, its Affiliates and its Subsidiaries to
        pay
        material compensation due and payable to the Participant in connection with
        his
        employment.

       

      "Incentive
        Share Option" means an Option granted with the intention that it qualify
        as an
        "incentive stock option" as that term is defined in Section 422 of the Code
        or
        any successor provision.

       

      "1933
        Act" means the United States Securities Act of 1933, as amended, and the
        rules
        and regulations of the Commission thereunder.

       

      "1934
        Act" means the United States Securities Exchange Act of 1934, as amended,
        and
        the rules and regulations of the Commission thereunder.

       

      "Nonqualified
        Share Option" means an Option other than an Incentive Share Option.

       

      "Option"
        means a right to purchase Common Shares granted pursuant to Section
        8.

       

      "Option
        Price" means, with respect to any Option, the exercise price per Common Share
        to
        which it relates.

       

      "Option
        Shares" means Common Shares acquired by a Participant upon exercise of an
        Option.

       

      "Outstanding",
        with respect to any Common Shares, means, as of any date of determination,
        all
        shares that have been issued on or prior to such date, other than shares
        repurchased or otherwise reacquired by the Company or any Subsidiary, on
        or
        prior to such date.

       

      "Participant"
        means any Eligible Person who has been granted an Award.

       

      "Performance
        Share" has the meaning set forth in Section 12.

       

      "Permanent
        Disability", with respect to any Participant who is an employee of the Company
        or any of its Subsidiaries, shall be defined in the same manner as such term
        or
        a similar term is defined in an employment agreement applicable to the
        Participant or, in the case of a Participant who does not have an employment
        agreement that defines such term or a similar term, means that the Participant
        is unable to perform substantially all his or her duties as an employee of
        the
        Company or any of its Subsidiaries by reason of illness or incapacity for
        a
        period of more than six months, or six months in the aggregate during any
        12-month period, established by medical evidence reasonably satisfactory
        to the
        Compensation Committee.

       

      "Person"
        means an individual, a partnership, a joint venture, a company, a corporation,
        an association, a trust, an estate or other entity or organization, including
        a
        government or any department or agency thereof.

       

      "Public
        Offering" means an underwritten public offering of equity securities of the
        Company pursuant to an effective registration statement under the 1933
        Act.

       

      "Qualifying
        Performance Criteria" has the meaning set forth in Section 14(a) of the
        Plan.

       

      "Restricted
        Shares" mean Common Shares awarded to a Participant in exchange for services
        rendered to the Company and/or its Subsidiaries or Affiliates subject to
        the
        terms and conditions of the Plan under Section 9, that the Company has the
        right
        to repurchase pursuant to terms prescribed by the Compensation
        Committee.

       

      "Retirement",
        with respect to any Participant who is an employee of the Company or any
        of its
        Subsidiaries, means resignation or termination of employment on or after
        the
        Participant's 65th birthday (other than termination for Cause); provided,
        however, that the Compensation Committee may determine in its sole discretion
        that a resignation or termination of employment under other circumstances
        shall
        be considered "Retirement" for purposes of the Plan.

       

      "Share
        Appreciation Right" means a right that entitles the Participant to receive,
        in
        cash or Common Shares (as determined by the Compensation Committee in its
        sole
        discretion) value equal to or otherwise based on the excess of (a) the Fair
        Market Value of a specified number of Common Shares at the time of exercise
        over
        (b) the exercise price of the right, as established by the Compensation
        Committee on the Date of Grant.

       

      "Share
        Unit" means an Award granted under Section 11 denominated in units of Common
        Shares.

       

      "Subsidiary"
        means any corporation in which more than 50% of the total combined voting
        power
        of all classes of stock are owned, either directly or indirectly, by the
        Company
        or another Subsidiary.

       

      "Vested
        Options" means, as of any date of determination, Options that by their terms
        have vested and are exercisable on such date.

       

      "Vested
        Restricted Shares" means, as of any date of determination, Restricted Shares
        that are no longer subject to the Company's right of repurchase.

       

      A
        "Wrongful Solicitation" shall be deemed to occur when a Participant or former
        Participant directly or indirectly (except in the course of his employment
        with
        the Company), for the purpose of conducting or engaging in a Competing Business,
        calls upon, solicits, advises or otherwise does, or attempts to do, business
        with any Person who is, or was, during the then most recent 12-month period,
        a
        customer of the Company or any of its Affiliates, or takes away or interferes
        or
        attempts to take away or interfere with any custom, trade, business, patronage
        or affairs of the Company or any of its Affiliates, or hires or attempts
        to hire
        any Person who is, or was during the most recent 12-month period, an employee,
        officer, representative or agent of the Company or any of its Affiliates,
        or
        solicits, induces, or attempts to solicit or induce any person who is an
        employee, officer, representative or agent of the Company or any of its
        Affiliates to leave the employ of the Company or any of its Affiliates, or
        violate the terms of their contract, or any employment agreement, with
        it.

       

      
        	
                3.

              	
                Administration
                  of the Plan.

              


      

       

      (a)           Members
        of the Compensation Committee.  The Plan shall be administered,
        and Awards shall be granted hereunder, by the Compensation Committee. The
        Compensation Committee may delegate its duties and powers in whole or in
        part to
        any subcommittee thereof consisting solely of at least two individuals, each
        of
        whom is a "non-employee director" within the meaning of Rule 16b-3 under
        the
        1934 Act (or any successor rule thereto) and an "outside director" within
        the
        meaning of Section 162(m) of the Code (or any successor section thereto);
        provided that, except with respect to Awards subject to Section 162(m) of
        the
        Code, any action permitted to be taken by the Committee may be taken by the
        Board in its discretion.

       

      (b)           Authority
        of the Compensation Committee.  The Compensation Committee shall
        have full discretionary power and authority, subject to such resolutions
        not
        inconsistent with the provisions of the Plan or applicable law as may from
        time
        to time be adopted by the Board, to (i) interpret and administer the Plan
        and
        any instrument or agreement entered into under the Plan, (ii) establish such
        rules and regulations and appoint such agents as it shall deem appropriate
        for
        the proper administration of the Plan and (iii) make any determination and
        take
        any other action that the Compensation Committee deems necessary or desirable
        for administration of the Plan.  All questions of interpretation,
        administration and application of the Plan shall be determined in good faith
        by
        a majority of the members of the Compensation Committee then in office, except
        that the Compensation Committee may authorize any one or more of its members,
        or
        any officer of the Company, to execute and deliver documents on behalf of
        the
        Compensation Committee, and the determination of such majority shall be final,
        conclusive and binding on all parties concerned (including, but not limited
        to,
        Participants and their beneficiaries or successors), in all matters relating
        to
        the Plan.

       

      
        	
                4.

              	
                Number
                  of Shares Issuable in Connection with
                  Awards.

              


      

       

      (a)           Original
        Limit.  The maximum aggregate number of Common Shares that may be
        issued in connection with Awards granted under the Plan is
        2,000,000.

       

      (b)           Replenishment
        Provisions.  Shares subject to any Awards that are canceled, that
        expire without being exercised or that are repurchased by the Company shall
        again be available for future grants of Awards.  In addition, Shares
        subject to Awards that have been repurchased by the Company in payment or
        satisfaction of the purchase price or tax withholding obligation of an Award
        shall not count against the limit set forth in paragraph (a)
        above.  The Company shall not be under any obligation, however, to
        make any such future Awards.

       

      (c)           Adjustments.  The
        limits provided for in this Section 4 shall be subject to adjustment as provided
        in Section 16(a).

       

      
        	
                5.

              	
                Eligible
                  Persons.

              


      

       

      Awards
        may be granted or offered only to Eligible Persons.  The Compensation
        Committee shall have the authority to select the individual Participants
        to whom
        Awards may be granted from among such class of Eligible Persons and to determine
        the number and form of Awards to be granted to each Participant.

       

      
        	
                6.

              	
                Agreement.

              


      

       

      The
        terms
        and conditions of each Award shall be embodied in an Agreement in a form
        approved by the Compensation Committee, which shall contain terms and conditions
        not inconsistent with the Plan and which shall incorporate the Plan by
        reference.  Each Agreement shall:  (a) state the date (the
        Date of Grant) as of which the Award was granted, and (i) in the case of
        Options
        and Share Appreciation Rights, set forth the number of Options and Share
        Appreciation Rights being granted to the Participant and the applicable Option
        Price and/or exercise price (for Share Appreciation Rights) and expiration
        date(s) and (ii) in the case of Restricted Shares and other Awards, set forth
        the number of Restricted Shares or other Awards being granted or offered
        to the
        Participant and, if applicable, the purchase price or other consideration
        for
        such Restricted Shares or other Awards; (b) set forth the vesting schedule
        (if
        any); (c) be signed by the recipient of the Award and a person designated
        by the
        Compensation Committee; and (d) be delivered to the recipient of the
        Award.

       

      
        	
                7.

              	
                Restrictions
                  on Transfer.

              


      

       

      Unless
        otherwise determined by the Compensation Committee, an Award shall not be
        transferable or assignable by the Participant other than by will or by the
        laws
        of descent and distribution.  An Award exercisable after the death of
        a Participant may be exercised by the legatees, personal representatives
        or
        distributees of the Participant.

       

      
        	
                8.

              	
                Options.

              


      

       

      (a)           Terms
        of Options Generally.  The Compensation Committee may grant
        Options designated as Incentive Share Options or Nonqualified Share
        Options.  Options may be granted to any Eligible
        Person.  Each Option shall entitle the Participant to whom such Option
        was granted to purchase, upon payment of the relevant Option Price, one Common
        Share.  Options granted under the Plan shall comply with the following
        terms and conditions:

       

      (i)           Option
        Price.

       

      A.           The
        Option Price for shares purchased under an Option shall be as determined
        by the
        Compensation Committee, but shall not be less than the Fair Market Value
        of the
        Common Shares as of the Date of Grant, except in the case of substitute awards
        issued by the Company in connection with an acquisition or other corporate
        transaction.

       

      B.           The
        Option Price for shares purchased under an Option shall be paid in full to
        the
        Company by delivery of consideration equal to the product of the Option Price
        and the number of shares purchased, together with any amounts required to
        be
        withheld for tax purposes under Section 17(c).  Such consideration
        must be paid before the Company will issue the shares being purchased and
        must
        be in a form or a combination of forms acceptable to the Compensation Committee
        for that purchase, which forms may (but are not required to)
        include:

       

      (A)           cash;

       

      (B)           check
        or wire transfer;

       

      (C)           to
        the extent permitted by applicable law, tendering Common Shares already owned
        by
        the Participant, provided that the shares have been held for the minimum
        period
        required by applicable accounting rules to avoid a charge to the Company's
        earnings for financial reporting purposes or were not acquired from the Company
        as compensation;

       

      (D)           to
        the extent permitted by applicable law, Cashless Exercise; or

       

      (E)           such
        other consideration as the Compensation Committee may permit in its sole
        discretion; provided, however, that any Participant may, at any time, exercise
        any Vested Option (or portion thereof) owned by him pursuant to a Cashless
        Exercise without any prior approval or consent of the Compensation
        Committee.

       

      (ii)           Vesting
        of Options.  Unless the Compensation Committee in its sole
        discretion determines otherwise and so sets forth in the applicable Agreement,
        and except as vesting may be accelerated pursuant to the terms of the Plan
        or
        the applicable Agreement, Options shall vest and become exercisable in 20%
        installments on each of the first five anniversaries of the Date of
        Grant.

       

      (iii)           Duration
        of Options.  Subject to earlier termination in accordance with the
        terms of the Plan and the instrument evidencing the Option, the maximum term
        of
        an Option shall be as established for that Option by the Compensation Committee
        but in no event shall be greater than ten years from the Date of
        Grant.

       

      (iv)           Exercise
        Following Termination of Employment.  Upon termination of a
        Participant's employment with the Company and its Subsidiaries, unless otherwise
        determined by the Compensation Committee in its sole discretion, the following
        terms and conditions shall apply:

       

      A.           If
        the Participant's employment is terminated by the Company other than for
        Cause,
        or as a result of the Participant's resignation for Good Reason, or as a
        result
        of death, Permanent Disability or Retirement, the Participant (or, in the
        case
        of the Participant's death, his Beneficiary) may exercise any Options, to
        the
        extent vested as of the date of such termination, at any time until the earlier
        of (I) the 90th day following the date of such termination of employment,
        and
        (II) the expiration of the Option under the provisions of Section 8(a)(iii);
        and

       

      B.           If
        the Participant's employment is terminated by the Company for Cause, or as
        a
        result of the Participant's resignation other than for Good Reason, all of
        the
        Participant's Options (whether or not vested) shall expire and be canceled
        without any payment therefor as of the date of such termination.

       

      Any
        Options not exercised within the applicable time period specified above shall
        expire at the end of such period and be canceled without any payment
        therefor.

       

      (v)           Certain
        Restrictions.  Options granted hereunder shall be exercisable
        during the Participant's lifetime only by the Participant.

       

      (vi)           Shareholder
        Rights; Option and Share Adjustments.  A Participant shall have no
        rights as a shareholder with respect to any Common Shares issuable upon exercise
        of an Option until the issuance of the Common Shares is recorded in the
        Company's register of members and a share certificate evidencing the Common
        Shares have actually been issued to that person in accordance with the terms
        of
        the Plan and the applicable Agreement and the issue of such Common Shares
        has
        been approved by the Bermuda Monetary Authority.  Except as otherwise
        provided by the Board of Directors, no adjustment (including an adjustment
        of an
        Option's exercise price) shall be made with respect to (A) outstanding Options
        for dividends or other distributions, whether made with respect to Common
        Shares
        or otherwise, or (B) dividends, distributions or other rights in respect
        of any
        Common Shares for which the record date is prior to the date upon which the
        Participant shall become the registered holder thereof.

       

      (vii)           Dividends
        and Distributions.  Any Common Shares or other securities of the
        Company received by the Participant as a result of a share dividend, bonus
        issue
        or other distribution in respect of Option Shares shall be subject to the
        same
        restrictions (if any) as such Option Shares.

       

      (viii)                      Incentive
        Share Options.  Incentive Share Options granted under this Plan
        shall be subject to the following additional conditions, limitations and
        restrictions:

       

      A.           Incentive
        Share Options may be granted only to employees of the Company or a Subsidiary
        or
        parent corporation of the Company, within the meaning of Section 424 of the
        Code.

       

      B.           No
        Incentive Share Option may be granted under this Plan after the 10-year
        anniversary of the date on which the Plan is adopted by the Board or, if
        earlier, the date on which the Plan is approved by the Company's
        shareholders.

       

      C.           The
        aggregate Fair Market Value (as of the Date of Grant) of the Common Shares
        with
        respect to which the Incentive Share Options awarded to any Participant first
        become exercisable during any calendar year may not exceed
        $100,000.  For purposes of the $100,000 limit, the Participant's
        Incentive Share Options under this Plan and all other plans maintained by
        the
        Company and its Subsidiaries will be aggregated.  To the extent any
        Incentive Share Option would exceed the $100,000 limit, the Incentive Share
        Option will thereafter be treated as a Nonqualified Share Option for all
        purposes.  No Incentive Share Option may be granted to any individual
        who owns shares possessing more than 10% of the total combined voting power
        of
        all classes of shares of the Company or any Subsidiary.

       

      D.           If
        the Compensation Committee exercises its discretion to permit an Incentive
        Share
        Option to be exercised by a Participant more than three months after the
        termination of a Participant's employment for any reason (or more than 12
        months
        if the Participant is permanently and totally disabled, within the meaning
        of
        Section 22(e) of the Code), the Incentive Share Option will thereafter be
        treated as a Nonqualified Share Option for all purposes.  For purposes
        of this subclause D, a Participant's employment relationship will be treated
        as
        continuing uninterrupted during any period that the Participant is on military
        leave, sick leave or another Approved Leave of Absence if the period of leave
        does not exceed 90 consecutive days, or a longer period to the extent that
        the
        Participant's right to reemployment with the Company or a Subsidiary is
        guaranteed by statute or by contract.  If the period of leave exceeds
        90 consecutive days and the Participant's right to reemployment is not
        guaranteed by statute or contract, the employment relationship will be deemed
        to
        have ceased on the 91st day of the leave.

       

      (ix)           Additional
        Terms and Conditions.  Each Option granted hereunder, and any
        Common Shares issued in connection with such Option, shall be subject to
        such
        additional terms and conditions not inconsistent with the Plan as are prescribed
        by the Compensation Committee and set forth in the applicable
        Agreement.

       

      (b)           Unvested
        Options.  Upon termination of a Participant's employment with the
        Company and its Subsidiaries, all Options granted to such Participant that
        have
        not theretofore vested and which do not vest by reason of such termination
        of
        employment shall terminate and be canceled without any payment
        therefor.

       

      
        	
                9.

              	
                Restricted
                  Shares and Bonus Shares.

              


      

       

      (a)           Terms
        of Restricted Shares and Bonus Shares Generally.  Restricted
        Shares and Bonus Shares awarded by the Compensation Committee shall be issued
        solely in consideration for services rendered to the Company, its Subsidiaries
        and/or Affiliates by Participants, except as otherwise determined by the
        Compensation Committee in its sole discretion.

       

      (b)           Restricted
        Shares and Bonus Shares shall comply with the following terms and
        conditions:

       

      (i)           Right
        of Repurchase.  The Company shall have the right to repurchase
        Restricted Shares on such terms as determined by the Compensation
        Committee.  Bonus Shares shall not be subject to a right of
        repurchase.

       

      (ii)           Shareholder
        Rights.  A Participant shall have all rights of a shareholder as
        to the Restricted Shares and Bonus Shares awarded to such Participant, including
        the right to receive dividends and the right to vote in accordance with the
        Company's bye-laws, subject to the restrictions set forth in the Plan and
        the
        applicable Agreement.

       

      (iii)           Dividends
        and Distributions.  Unless otherwise determined by the
        Compensation Committee in its sole discretion, any Common Shares or other
        securities of the Company received by a Participant as a result of a share
        distribution to holders of Restricted Shares or as a share dividend or bonus
        issue on Restricted Shares shall be subject to the same restrictions as such
        Restricted Shares, and all references to Restricted Shares hereunder shall
        be
        deemed to include such Common Shares or other securities.

       

      (iv)           Additional
        Terms and Conditions.  The issue of each Restricted Share and
        Bonus Share granted or offered for sale hereunder shall be subject to such
        additional terms and conditions not inconsistent with the Plan as are prescribed
        by the Compensation Committee and set forth in the applicable
        Agreement.

       

      (c)           Unvested
        Restricted Shares.  Unless otherwise determined by the
        Compensation Committee in its sole discretion, upon termination of a
        Participant's employment with the Company and its Subsidiaries, all Restricted
        Shares granted or sold to such Participant that have not theretofore vested
        (and
        that do not vest by reason of such termination of employment) shall be subject
        to repurchase by the Company for US$0.01 for each such share.

       

      
        	
                10.

              	
                Share
                  Appreciation Rights.

              


      

       

      Share
        Appreciation Rights may be granted to Participants either alone ("freestanding")
        or in addition to or in tandem with other Awards granted under the Plan and
        may,
        but need not, relate to a specific Option granted hereunder.  The
        provisions of Share Appreciation Rights need not be the same with respect
        to
        each grant or each recipient.  Any Share Appreciation Right granted in
        tandem with an Option may be granted at the same time such Option is granted
        or
        at any time thereafter before exercise or expiration of such
        Option.  All Share Appreciation Rights granted under the Plan shall be
        granted subject to the same terms and conditions applicable to Nonqualified
        Share Options as set forth in Section 8(a); provided, however, that Share
        Appreciation Rights granted in tandem with a previously granted Option shall
        have the same terms and conditions as such Option.  Subject to the
        provisions of Section 8, the Compensation Committee may impose such other
        conditions or restrictions on any Share Appreciation Right as it shall deem
        appropriate.  Share Appreciation Rights may be settled in Common
        Shares or cash as determined by the Compensation Committee in its sole
        discretion.

       

      
        	
                11.

              	
                Share
                  Units.

              


      

       

      The
        Compensation Committee may grant Awards of Share Units under the
        Plan.  With respect to each grant of Share Units, the Compensation
        Committee shall determine in its sole discretion the period or periods,
        including any conditions for determining such period or periods, during which
        any restrictions on vesting shall apply. (the "Unit Restriction Period"),
        provided that any such Unit Restriction Period may be shortened after grant
        of
        the Share Units and the vesting of such Share Units accelerated at any time
        in
        the sole discretion of the Compensation Committee. The Compensation Committee
        also may make any Award of Share Units subject to the satisfaction of other
        conditions, including the attainment of performance goals, or contingencies
        ("Unit Vesting Condition"), in order for a Participant to receive payment
        of
        such Share Unit Award, which shall be established by the Compensation Committee
        at the Date of Grant thereof.  The Compensation Committee may specify
        that the grant, vesting or retention of any or all Share Units shall be a
        measure based on one or more Qualifying Performance Criteria selected by
        the
        Compensation Committee and specified at the Date of Grant thereof.  If
        required by Section 162(m) of the Code, the Compensation Committee shall
        certify
        the extent to which any Qualifying Performance Criteria have been satisfied,
        and
        the amount payable as a result thereof, prior to payment of any Share Units
        that
        are intended to satisfy the requirements for "performance-based compensation"
        under Section 162(m) of the Code.  Awards of Share Units shall be
        payable in Common Shares or cash as determined by the Compensation Committee
        in
        its sole discretion.  The Compensation Committee may permit a
        Participant to elect to defer receipt of payment of all or part of any Award
        of
        Share Units pursuant to rules and regulations adopted by the Compensation
        Committee.  Unless the Compensation Committee provides otherwise at
        the Date of Grant of an Award of Share Units, the provisions of Sections
        9 of
        this Plan relating to the vesting of Restricted Shares shall apply during
        the
        Unit Restriction Period or prior to the satisfaction of any Unit Vesting
        Condition for such Award.

       

      
        	
                12.

              	
                Performance
                  Shares.

              


      

       

      The
        Compensation Committee may grant Awards of Performance Shares and designate
        the
        Participants to whom Performance Shares are to be awarded and determine the
        number of Performance Shares, the length of the performance period and the
        other
        terms and conditions of each such Award.  Each Award of Performance
        Shares shall entitle the Participant to a payment in the form of Common Shares
        upon the attainment of performance goals (which may be Qualifying Performance
        Criteria) and other terms and conditions specified by the Compensation
        Committee.  Notwithstanding satisfaction of any performance goals, the
        number of shares issued under an Award of Performance Shares may be adjusted
        on
        the basis of such further considerations as the Compensation Committee shall
        determine, in its sole discretion.  However, the Compensation
        Committee may not, in any event, increase the number of shares earned upon
        satisfaction of any performance goal by any Participant subject to Section
        162(m) of the Code to the extent such Section is applicable.  The
        Compensation Committee, in its sole discretion, may make a cash payment equal
        to
        the Fair Market Value of the Common Shares otherwise required to be issued
        to a
        Participant pursuant to an Award of Performance Shares.

       

      
        	
                13.

              	
                Other
                  Share-Based Awards.

              


      

       

      In
        addition to the Awards described in Sections 8 through 12, and subject to
        the
        terms of the Plan, the Compensation Committee may grant other incentives
        payable
        in cash or in Common Shares under the Plan as it determines to be in the
        best
        interests of the Company and subject to such other terms and conditions as
        it
        deems appropriate.

       

      
        	
                14.

              	
                Performance-Based
                  Awards.

              


      

       

      (a)           Performance
        Criteria.  Awards of Options, Restricted Shares, Share Units,
        Performance Shares and other Awards made pursuant to the Plan may be made
        subject to the attainment of performance goals relating to one or more business
        criteria.  For purposes of the Plan, such business criteria shall mean
        any one or more of the following performance criteria, either individually,
        alternatively or in any combination:  (a) cash flow; (b) earnings
        (including gross margin, earnings before interest and taxes ("EBIT"), earnings
        before taxes ("EBT"), and net earnings); (c) earnings per share; (d) growth
        in
        earnings or earnings per share; (e) share price; (f) return on equity or
        average
        shareholders' equity; (g) total shareholder return; (h) return on capital;
        (i)
        return on assets or net assets; (j) return on investment; (k) sales, growth
        in
        sales or return on sales; (l) income or net income; (m) operating income
        or net
        operating income; (n) operating profit or net operating profit; (o) operating
        margin; (p) return on operating revenue; (q) economic profit, (r) market
        share;
        (s) overhead or other expense reduction; (t) growth in shareholder value
        relative to various indices, including without limitation the S&P 500 Index
        or the Russell 2000 Index, (u) strategic plan development and implementation,
        and (v) during the "reliance period" (as defined in Treasury Regulation section
        1.162-27(f)(2)), any other performance measure selected by the Compensation
        Committee in its sole discretion (collectively, the "Qualifying Performance
        Criteria").  To the extent required by and consistent with Section
        162(m) of the Code, the Compensation Committee may appropriately adjust any
        evaluation of performance under a Qualifying Performance Criteria to exclude
        any
        of the following events that occur during a performance period:  (aa)
        asset write-downs, (bb) litigation, claims, judgments or settlements, (cc)
        the
        effect of changes in tax law, accounting principles or other such laws or
        provisions affecting reported results, (dd) accruals for reorganization and
        restructuring programs and (ee) any extraordinary, unusual or non-recurring
        items as described in Accounting Principles Board Opinion No.  30
        and/or in management's discussion and analysis of financial condition and
        results of operations appearing in the Company's annual report to shareholders
        for the applicable year.

       

      (b)           Any
        Performance Criteria may be used to measure the performance of the Company
        as a
        whole or with respect to any business unit, subsidiary or business segment
        of
        the Company, either individually, alternatively or in any combination, and
        may
        be measured either annually or cumulatively over a period of years, on an
        absolute basis or relative to a pre-established target, to previous period
        results or to a designated comparison group, in each case as specified by
        the
        Compensation Committee in the Award.  To the extent required by
        Section 162(m) of the Code, prior to the payment of any compensation under
        an
        Award intended to qualify as "performance-based compensation" under Code
        Section
        162(m) the Compensation Committee shall certify the extent to which any such
        Performance Criteria and any other material terms under such Award have been
        satisfied (other than in cases where such relate solely to the increase in
        the
        value of the Common Shares).  To the extent Section 162(m) of the Code
        is applicable, the Compensation Committee may not in any event increase the
        amount of compensation payable to a Participant subject to Section 162(m)
        of the
        Code upon the satisfaction of any Performance Criteria.

       

      
        	
                15.

              	
                Certain
                  Forfeitures.

              


      

       

      In
        the
        event a Participant or former Participant engages in a Competing Business
        or in
        Wrongful Solicitation while in the employ of the Company or a Subsidiary,
        or
        during the period of 12 months immediately following termination of such
        employment, the following rules shall apply:

       

      (a)           all
        Awards then held by the Participant (whether vested or not) shall be forthwith
        forfeited without payment or other compensation of any kind; provided, however,
        that the Company shall remit to the Participant the lesser of (1) the amount
        (if
        any) he paid for forfeited Award and (2) in the case of Restricted Shares
        or
        Performance Shares "forfeiture" means that the Company may, subject to
        applicable law, repurchase such shares for the Fair Market Value of such
        Restricted Shares or par value for such shares as of the date of
        termination;

       

      (b)           notwithstanding
        subclause (a), in the event Vested Restricted Shares or vested Performance
        Shares were disposed of (for or without receipt of value) during the period
        commencing one year prior to the initial engagement in a Competing Business
        or
        in Wrongful Solicitation through the 12-month anniversary of his termination
        of
        employment with the Company or a Subsidiary, then, upon written demand by
        the
        Company, the Participant or former Participant, as the case may be, shall
        forthwith remit to the Company the Fair Market Value of such Vested Restricted
        Shares or vested Performance Shares, as determined on the date of disposition,
        less the amount (if any) paid by the Participant for such shares;
        and

       

      (c)           in
        the event Option Shares, Shares obtained pursuant to the exercise of a Share
        Appreciation Right or other Shares obtained pursuant to Awards under the
        Plan
        (and not described in subparagraph (b)) were disposed of (for or without
        receipt
        of value) during the period commencing one year prior to the initial engagement
        in a Competing Business or in Wrongful Solicitation through the 12-month
        anniversary of his termination of employment with the Company or a Subsidiary,
        then, upon written demand by the Company, the Participant or former Participant,
        as the case may be, shall forthwith remit to the Company the Fair Market
        Value
        of such Shares, as determined on the date of disposition, less the Option
        Price
        or other amount (if any) paid therefor.

       

      
        	
                16.

              	
                Effect
                  of Certain Corporate Changes and Changes in
                  Control.

              


      

       

      (a)           Dilution
        and Other Adjustments.  If the Outstanding Common Shares or other
        securities of the Company, or both, for which the Award is then exercisable
        or
        as to which the Award is to be settled shall at any time be changed or exchanged
        by declaration of a share dividend, bonus issue, share split, subdivision,
        consolidation, combination of shares, extraordinary dividend of cash and/or
        assets, recapitalization, or reorganization, the Compensation Committee may,
        and
        if such event occurs after a Change of Control, the Compensation Committee
        shall, appropriately and equitably adjust the number and kind of Common Shares
        or other securities that are subject to the Plan or subject to any Awards
        theretofore granted, and the exercise or settlement prices of such Awards,
        so as
        to maintain the proportionate number of Common Shares or other securities
        without changing the aggregate exercise or settlement price.

       

      (b)           Change
        in Control.  The Compensation Committee may provide, either at the
        time an Award is granted or thereafter, that a Change in Control that occurs
        after the initial Public Offering of the Company shall have such effect as
        is
        specified by the Compensation Committee, or no effect, as the Compensation
        Committee in its sole discretion may provide.  Without limiting the
        foregoing, the Compensation Committee may provide, either at the Date of
        Grant
        of an Award or thereafter, that if such a Change in Control occurs, then
        effective as of a date selected by the Compensation Committee, the Compensation
        Committee, acting in its sole discretion without the consent or approval
        of any
        Participant, will effect one or more of the following actions or combination
        of
        actions with respect to some or all outstanding Awards (which actions may
        be
        conditional on the occurrence of such Change in Control and which may vary
        among
        individual Participants):  (1) accelerate the time at which Awards
        then outstanding vest and (as applicable) may be exercised in full for a
        limited
        period of time on or before a specified date (which will permit the Participant
        to participate with the Common Shares received upon exercise of an Option,
        a
        Share Appreciation Right or another Award in the event of such Change in
        Control) fixed by the Compensation Committee, after which specified date
        all
        unexercised Awards and all rights of Participants thereunder shall terminate,
        (2) accelerate the time at which Awards then outstanding vest (and, in the
        case
        of Options and Share Appreciation Rights, may be exercised so that such Options
        and Share Appreciation Rights may be exercised in full for their then remaining
        term), (3) require the mandatory surrender to the Company of outstanding
        Awards
        held by such Participant (irrespective of whether such Awards are then vested
        or
        exercisable under the provisions of the Plan) as of a date (or, with respect
        to
        Restricted Shares, repurchase by the Company), before or not later than 60
        days
        after such Change in Control, specified by the Compensation Committee, and
        in
        such event the Compensation Committee shall thereupon cancel such Awards
        and the
        Company shall pay to each Participant an amount of cash equal to the excess
        of
        the Fair Market Value of the aggregate Common Shares subject to such Award
        over
        the aggregate price (if any) of such shares, or (4) take such other actions
        as
        the Compensation Committee deems appropriate in its discretion (whether or
        not
        related to any of the foregoing).

       

      
        	
                17.

              	
                Miscellaneous.

              


      

       

      (a)           No
        Rights to Grants or Continued Employment or Engagement.  No
        Participant shall have any claim or right to receive grants of Awards under
        the
        Plan.  Neither the Plan nor any action taken or omitted to be taken
        hereunder shall be deemed to create or confer on any Participant any right
        to be
        retained in the employ or as a director of the Company or any Subsidiary
        or
        other Affiliate thereof, or to interfere with or to limit in any way the
        right
        of the Company or any Subsidiary or other Affiliate thereof to terminate
        the
        employment or other retention of such Participant at any time.

       

      (b)           Right
        of Company to Assign Rights and Delegate Duties.  The Company
        shall have the right to assign any of its rights and delegate any of its
        duties
        hereunder to any of its Affiliates.  The terms and conditions of any
        Award under the Plan shall be binding upon and shall inure to the benefit
        of the
        personal representatives, heirs, legatees and permitted successors and assigns
        of the relevant Participant and the Company.

       

      (c)           Tax
        Withholding.  The Company and its Subsidiaries may require the
        Participant to pay to the Company the amount of any taxes that the Company
        is
        required by applicable federal, state, local or other law to withhold with
        respect to the grant, vesting or exercise of an Award.  The Company
        shall not be required to issue any Common Shares under the Plan until such
        obligations are satisfied in full.  The Compensation Committee may in
        its sole discretion permit or require a Participant to satisfy all or part
        of
        his or her tax withholding obligations by (1) paying cash to the Company,
        (2)
        tendering to the Company for repurchase a number of Common Shares the
        Participant already owns, having a Fair Market Value equal to the tax
        withholding obligations, or (3) entering into such other arrangement as is
        acceptable to the Compensation Committee in its sole discretion.  The
        value of any shares tendered for repurchase may not exceed the employer's
        minimum tax withholding obligation and, to the extent such shares were acquired
        by the Participant from the Company as compensation, the shares must have
        been
        held for the minimum period required by applicable accounting rules to avoid
        a
        charge to the Company's earnings for financial reporting purposes. The foregoing
        notwithstanding, any Award of Restricted Shares, Bonus Shares, Share Units,
        Performance Shares and other incentive Awards payable in Common Shares may,
        upon
        each vesting date, in the sole discretion of the Compensation Committee,
        be
        subject to a net settlement pursuant to which the Company shall withhold
        from
        the vested Award the amount required to satisfy the minimum statutory Federal,
        state and local withholding tax requirement, including the Participant's
        share
        of applicable payroll taxes, and shall reduce the number of Shares delivered
        to
        or retained by the Participant to reflect such withholding. The Company and
        its
        Subsidiaries shall also have the right to deduct from any and all cash payments
        otherwise owed to a Participant any federal, state, local or other taxes
        required to be withheld with respect to the Participant's participation in
        the
        Plan.

       

      (d)           No
        Restriction on Right of Company to Effect Corporate Changes.  The
        Plan shall not affect in any way the right or power of the Company or its
        shareholders to make or authorize any or all adjustments, recapitalizations,
        reorganizations or other changes in the Company's capital structure or its
        business, or any merger, amalgamation or consolidation of the Company, or
        any
        issue of shares or of options, warrants or rights to purchase shares or of
        bonds, debentures, preferred or prior preference shares whose rights are
        superior to or affect the Common Shares or the rights thereof or that are
        convertible into or exchangeable for Common Shares, or the dissolution,
        winding-up or liquidation of the Company, or any sale or transfer of all
        or any
        part of its assets or business, or any other corporate act or proceeding,
        whether of a similar character or otherwise.

       

      (e)           1934
        Act.  Notwithstanding anything contained in the Plan or any
        Agreement to the contrary, if the consummation of any transaction under the
        Plan
        would result in the possible imposition of liability on a Participant pursuant
        to Section 16(b) of the 1934 Act, the Compensation Committee shall have the
        right, in its sole discretion, but shall not be obligated, to defer such
        transaction to the extent necessary to avoid such liability.

       

      (f)           Securities
        Laws.  Notwithstanding any other provision of the Plan, the
        Company shall have no obligation to issue any Common Shares under the Plan
        or
        make any other distribution of benefits under the Plan unless, in the judgment
        of the Compensation Committee, such issuance, delivery or distribution would
        comply with all applicable laws (including, without limitation, the requirements
        of the 1934 Act or the laws of any state or foreign jurisdiction) and the
        applicable requirements of any securities exchange or similar
        entity.

       

      (g)           Severability.  If
        any provision of the Plan or any Award is determined to be invalid, illegal
        or
        unenforceable in any jurisdiction, or as to any Person, or would disqualify
        the
        Plan or any Award under any law deemed applicable by the Compensation 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
        Compensation Committee's determination, 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.

       

      
        	
                18.

              	
                Amendment.

              


      

       

      The
        Board
        of Directors or the Compensation Committee may at any time and from time
        to time
        alter, amend, suspend or terminate the Plan in whole or in part.  No
        termination or amendment of the Plan may, without the consent of the Participant
        to whom any Awards shall previously have been granted, adversely affect the
        rights of such Participant in such Awards; provided, however, that the Board
        of
        Directors or the Compensation Committee may amend the Plan in such manner
        as it
        deems necessary to permit the granting of Awards meeting the requirements
        of the
        Code or other applicable laws.  In addition, no amendment of the Plan
        shall, without the approval of the shareholders of the Company:

       

      A.           increase
        the maximum number of Common Shares for which Awards may be granted under
        this
        Plan;

       

      B.           reduce
        the price at which Options may be granted below the price provided for in
        Section 8(a) hereof;

       

      C.           reduce
        the Option Price of outstanding Options; or

       

      D.           extend
        the term of this Plan.

       

      Notwithstanding
        any other provision of the Plan, during the "reliance period" (as defined
        in
        Treasury Regulation section 1.162-27(f)(2)), any purported "material
        modification" of the Plan (within the meaning of Treasury Regulation section
        1.162-27(h)(1)(iii)) shall be of no effect.

       

      
        	
                19.

              	
                Termination
                  of the Plan.

              


      

       

      The
        Plan
        shall continue until terminated by the Board of Directors pursuant to Section
        18
        or as otherwise set forth in this Plan, and no further Awards shall be made
        hereunder after the date of such termination.

       

      
        	
                20.

              	
                Conditions
                  to Issuance of Shares.

              


      

       

      (a)           The
        Company shall be under no obligation to any Participant to register for offering
        or resale or to qualify for exemption under the 1933 Act, or to register
        or
        qualify under the laws of any state or foreign jurisdiction, any Common Shares,
        security or interest in a security paid or issued under, or created by, the
        Plan, or to continue in effect any such registrations or qualifications if
        made.  The Company may issue certificates for shares with such legends
        and subject to such restrictions on transfer and stop-transfer instructions
        as
        the Compensation Committee deems necessary or desirable for compliance by
        the
        Company with federal, state and foreign securities laws.  The Company
        may also require such other action or agreement by the Participants as may
        from
        time to time be necessary to comply with applicable securities
        laws.

       

      (b)           To
        the extent the Plan or any instrument evidencing an Award provides for issuance
        of share certificates to reflect the issuance of Common Shares, the issuance
        may
        be effected on a noncertificated basis, to the extent not prohibited by
        applicable law or the applicable rules of any stock exchange.

       

      
        	
                21.

              	
                Headings;
                  Number; Gender.

              


      

       

      The
        headings of sections and subsections herein are included solely for convenience
        of reference and shall not affect the meaning of any of the provisions of
        the
        Plan.

       

      Words
        used herein in the singular form shall be construed as being used in the
        plural
        form, as appropriate in the relevant context, and vice
        versa.   Pronouns used herein of one gender shall be construed as
        referring to either or both genders, as appropriate in the relevant
        context.

       

      
        	
                22.

              	
                Limited
                  Waiver.

              


      

       

      The
        waiver by the Company of any of its rights under the Plan with respect to
        any
        Participant, whether express or implied, shall not operate or be construed
        as a
        waiver of any other rights the Company has with respect to such Participant
        or
        of any of its rights with respect to any other Participant.

       

      
        	
                23.

              	
                Governing
                  Law.

              


      

       

      The
        Plan
        and all rights hereunder shall be governed by and construed in accordance
        with
        the laws of Delaware without reference to rules relating to conflicts of
        law.

       

      
        	
                24.

              	
                Effective
                  Date.

              


      

       

      The
        Plan
        shall become effective immediately prior to the time at which the Form S-1
        registration statement for the Company's initial Public Offering is declared
        effective by the Securities and Exchange Commission.