Exhibit
10.3





SUN
HEALTHCARE GROUP, INC.


2004
EQUITY INCENTIVE PLAN





Amended
and Restated as of December 18, 2008





1.           Purpose.  The Sun
Healthcare Group, Inc. 2004 Equity Incentive Plan (formerly the Sun Healthcare
Group, Inc. 2002 Management Equity Incentive Plan) (the “Plan”) is intended to
provide incentives which will attract, retain and motivate highly competent
persons as officers, key employees and directors of, and consultants to, Sun
Healthcare Group, Inc. (the “Company”) and its
Subsidiaries, by providing them opportunities to acquire shares of the Company’s
common stock, par value $.01 per share (the “Common Stock”) or to
receive monetary payments based on the value of such shares pursuant to the
Benefits (as defined in Section 4 below) described herein.  “Subsidiary” means any
corporation or other entity a majority of whose outstanding voting stock or
voting power is beneficially owned directly or indirectly by the
Company.




2.           Administration.




(a)           Committee.  The
Plan will be administered by the Compensation Committee of the Board of
Directors or such other committee  designated by the Board of
Directors of the Company (the “Committee”) from
among its members and shall be comprised, unless otherwise determined by the
Company’s Board of Directors, solely of not less than two (2) members who
shall be (i) “Non-Employee
Directors” within the meaning of Rule 16b-3(b)(3) (or any successor rule)
promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
(ii) “outside directors” within the meaning of Treasury Regulation Section
1.162-27(e)(3) under Section 162(m) of the Internal Revenue Code of 1986, as
amended (the “Code”).




(b)           Authority.  The
Committee is authorized, subject to the provisions of the Plan, to establish
such rules and regulations as it deems necessary for the proper administration
of the Plan and to make such determinations and interpretations and to take such
action in connection with the Plan and any Benefits granted hereunder as it
deems necessary or advisable.  All determinations and interpretations
made by the Committee shall be binding and conclusive on all participants and
their legal representatives.




(c)           Indemnification.  No
member of the Committee and no employee of the Company shall be liable for any
act or failure to act hereunder, except in circumstances involving his or her
bad faith, gross negligence or willful misconduct, or for any act or failure to
act hereunder by any other member or employee or by any agent to whom duties in
connection with the administration of this Plan have been
delegated.  The Company shall indemnify members of the Committee and
any agent of the Committee who is an employee of the Company, a subsidiary or an
affiliate against any and all liabilities or expenses to which they may be
subjected by reason of any act or failure to act with respect to their duties on
behalf of the Plan, except in circumstances involving such person’s bad faith,
gross negligence or willful misconduct.




(d)           Delegation and
Advisers.  The Committee may delegate to one or more of its
members, or to one or more agents, such administrative duties as it may deem
advisable, and the Committee, or any person to whom it has delegated duties as
aforesaid, may employ one or more persons to render advice with respect to any
responsibility the Committee or such person may have under the
Plan.  The Committee may employ such legal or other counsel,
consultants and agents as it may deem desirable for the administration of the
Plan and may rely upon any opinion or computation received from any such
counsel, consultant or agent.  Expenses incurred by the Committee in
the engagement of such


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3.           Participants.  Participants
will consist of such Eligible Persons as the Committee in its sole discretion
determines to be significantly responsible for the success and future growth and
profitability of the Company and whom the Committee may designate from time to
time to receive Benefits under the Plan.  An “Eligible Person” is
any person who is any one of: (a) an officer (whether or not a director) or
employee of the Company and its Subsidiaries; (b) a director of the Company or
one of its Subsidiaries; or (c) an individual consultant or advisor who renders
or has rendered bona fide services (other than services in connection with the
offering or sale of securities of the Company or one of its Subsidiaries in a
capital-raising transaction or as a market maker or promoter of the Company’s or
a Subsidiary’s securities) to the Company or one of its Subsidiaries; provided,
however, that a person who is otherwise an Eligible Person under clause (c)
above may participate in this Plan only if such participation would not
adversely affect either the Company’s eligibility to use Form S-8 to register
under the Securities Act of 1933, as amended (the “Securities Act”), the
offering and sale of shares issuable under this Plan by the Company and its
Subsidiaries or the Company’s compliance with any other applicable
laws.  Designation of an Eligible Person to receive a Benefit (a
“participant”)
in any year shall not require the Committee to designate such person to receive
a Benefit in any other year or, once designated, to receive the same type or
amount of Benefit as granted to the participant in any other
year.  The Committee shall consider such factors as it deems pertinent
in selecting participants and in determining the type and amount of their
respective Benefits.




4.           Type of
Benefits.  Benefits under the Plan may be granted in any one or
a combination of (a) Stock Options, (b) Stock Appreciation Rights, (c) Stock
Awards, (d) Stock Units, and (e) Performance-Based Awards, including cash awards
granted consistent with Section 10 hereof (each as described below, and
collectively, the “Benefits”).  Stock
Awards and Stock Units may, as determined by the Committee in its discretion,
constitute Performance-Based Awards, as described in Section 10
hereof.  Benefits shall be evidenced by agreements (which need not be
identical) in such forms as the Committee may from time to time approve; provided, however, that in the event of
any conflict between the provisions of the Plan and any such agreements, the
provisions of the Plan shall prevail.




5.           Common Stock Available Under the
Plan.




(a)           Basic
Limitations.  Subject to the provisions of Section 12, the
capital stock that may be delivered under this Plan subject to Benefits shall be
shares of the Company’s authorized but unissued Common Stock and any of its
shares held as treasury shares.  The aggregate number of shares of
Common Stock that may be subject to Benefits granted under this Plan (the “Share Limit”) shall
be shall be equal to the sum of (x) 5,600,000 shares of Common Stock, plus (y)
the number of any shares subject to stock options granted under the Company’s
2002 Non-Employee Director Equity Incentive Plan, as amended (the “2002 Director Plan”)
and outstanding on March 31, 2004 which expire or have expired, or for any
reason are, or have been, cancelled or terminated, since March 31, 2004 without
being exercised; provided that in no event shall the Share Limit exceed
5,680,000 shares (which is the sum of the 5,600,000 shares set forth above, plus
the number of shares subject to options previously granted and outstanding under
the 2002 Director Plan as of March 31, 2004).  The following limits
also apply with  respect to Benefits under this Plan:




(i)           The
maximum number of shares of Common Stock that may be delivered pursuant to Stock
Options qualified as Incentive Stock Options granted under this Plan is
5,600,000 shares.


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(ii)           The
maximum number of shares of Common Stock subject to the Stock Options and Stock
Appreciation Rights that are granted during any calendar year to any individual
under this Plan is 600,000 shares.




(iii)           Additional
limits with respect to Performance-Based Awards are set forth in Section
10.




Each of
the foregoing numerical limits is subject to adjustment as contemplated by
Section 5(b) and Section 12.




(b)           Additional
Shares.  Any shares of Common Stock subject to a Stock Option
or Stock Appreciation Right which for any reason is cancelled or terminated
without having been exercised, or any shares subject to Stock Awards or Stock
Units which are forfeited, or any shares delivered to the Company as part or
full payment for the exercise of a Stock Option, Stock Appreciation Right or
Stock Award or any shares that are delivered or withheld by the Company or a
Subsidiary to satisfy the tax withholding obligations related to any Benefit
under this Plan shall again be available for award as Benefits under the
Plan.  To the extent that a Benefit is settled in cash or a form other
than shares of Common Stock, the shares that would have been delivered had there
been no such cash or other settlement shall not be counted against the shares
available for issuance under this Plan.  In the event that shares are
delivered in respect of a Dividend Equivalent Right (as defined in Section 9(d)
below), Stock Appreciation Right, or other Benefit, only the actual number of
shares delivered with respect to the Benefit shall be counted against the share
limits of this Plan.  The provisions of this Section 5(b) shall apply
only for purposes of determining the aggregate number of shares of Common Stock
subject to Benefits but shall not apply for purposes of determining the maximum
number of shares of Common Stock with respect to which Benefits (including the
maximum number of shares of Common Stock subject to Stock Options and Stock
Appreciation Rights) may be granted to any individual participant under the
Plan.




(c)           Acquisitions.  In
connection with the acquisition of any business by the Company or any of its
subsidiaries or affiliates, any outstanding grants, awards or sales of options
or other similar rights pertaining to such business may be assumed or replaced
by Benefits under the Plan upon such terms and conditions as the Committee
determines.  The date of any such grant or award shall relate back to
the date of the initial grant or award being assumed or replaced, and service
with the acquired business shall constitute service with the Company or its
subsidiaries or affiliates for purposes of such grant or award.  Any
shares of Common Stock underlying any grant or award or sale pursuant to any
such acquisition shall be disregarded for purposes of applying the limitations
under and shall not reduce the number of shares of Common Stock available under
Section 5(a) above.




6.           Stock Options.




(a)           Generally.  Stock
Options will consist of awards from the Company that will enable the holder to
purchase a number of shares of Common Stock, at set terms.  Stock
Options may be “incentive stock
options” (“Incentive Stock
Options”), within the meaning of Section 422 of the Code, or Stock
Options which do not constitute Incentive Stock Options (“Nonqualified Stock
Options”).  The Committee will have the authority to grant to
any participant one or more Incentive Stock Options, Nonqualified Stock Options,
or both types of Stock Options (in each case with or without Stock Appreciation
Rights).  Each Stock Option shall be subject to such terms and
conditions consistent with the Plan as the Committee may impose from time to
time, subject to the following limitations:




Exercise
Price


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Option
shall be not less than 100% of the Fair Market Value (as defined in Section 16
below) of a share of Common Stock on the date of grant of the Stock
Option.




(c)           Payment of Exercise
Price.  The option exercise price may be paid in cash or, in
the discretion of the Committee, by the delivery of shares of Common Stock of
the Company then owned by the participant, by the withholding of shares of
Common Stock for which a Stock Option is exercisable or by a combination of
these methods.  In the discretion of the Committee, payment may also
be made by delivering a properly executed exercise notice to the Company
together with a copy of irrevocable instructions to a broker to deliver promptly
to the Company the amount of sale or loan proceeds to pay the exercise
price.  To facilitate the foregoing, the Company may enter into
agreements for coordinated procedures with one or more brokerage
firms.  The Committee may prescribe any other method of paying the
exercise price that it determines to be consistent with applicable law and the
purpose of the Plan, including, without limitation, in lieu of the exercise of a
Stock Option by delivery of shares of Common Stock of the Company then owned by
a participant, providing the Company with a notarized statement attesting to the
number of shares owned, where upon verification by the Company, the Company
would issue to the participant only the number of incremental shares to which
the participant is entitled upon exercise of the Stock Option.




(d)           Exercise
Period.  Stock Options granted under the Plan shall be
exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee; provided, however, that no
Stock Option shall be exercisable later than ten (10) years after the date it is
granted except in the event of a participant’s death, in which case, the
exercise period of such participant’s Stock Options may be extended beyond such
period but no later than one (1) year after the participant’s
death.  All Stock Options shall terminate at such earlier times and
upon such conditions or circumstances as the Committee shall in its discretion
set forth in such option agreement at the date of grant.




(e)           Restoration of Stock
Options.  The Committee may, at the time of grant, provide for
the grant of a subsequent Restoration Stock Option if the exercise price is paid
for by delivering previously owned shares of Common Stock of the
Company.  Restoration Stock Options (i) may be granted in respect of
no more than the number of shares of Common Stock tendered in exercising the
predecessor Stock Option, (ii) shall have an exercise price equal to the Fair
Market Value (as defined in Section 16 below) on the date the Restoration Stock
Option is granted, and (iii) may have an exercise period that does not extend
beyond the remaining term of the predecessor Stock Option.  In
determining which methods a participant may utilize to pay the exercise price,
the Committee may consider such factors as it determines are
appropriate.




(f)           Limitations on Incentive
Stock Options.  Incentive Stock Options may be granted only to
participants who are employees of the Company or of a “Parent Corporation”
or “Subsidiary
Corporation” (as defined in Sections 424(e) and (f) of the Code,
respectively) at the date of grant.  The aggregate Fair Market Value
(determined as of the time the Stock Option is granted) of the Common Stock with
respect to which Incentive Stock Options are exercisable for the first time by a
participant during any calendar year (under all option plans of the Company and
of any Parent Corporation or Subsidiary Corporation ) shall not exceed one
hundred thousand dollars ($100,000).  For purposes of the preceding
sentence, Incentive Stock Options will be taken into account in the order in
which they are granted.  The per-share exercise price of an Incentive
Stock Option shall not be less than one hundred percent (100%) of the Fair
Market Value of the Common Stock on the date of grant, and no Incentive Stock
Option may be exercised later than ten (10) years after the date it is
granted.  In addition, no Incentive Stock Option may be issued to a
participant in tandem with a Nonqualified Stock Option.


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(g)           Additional Limitations on
Incentive Stock Options for Ten Percent
Shareholders.  Incentive Stock Options may not be granted to
any participant who, at the time of grant, owns stock possessing (after the
application of the attribution rules of Section 424(d) of the Code) more than
ten percent (10%) of the total combined voting power of all classes of stock of
the Company or any Parent Corporation or Subsidiary Corporation, unless the
exercise price of the option is fixed at not less than one hundred ten percent
(110%) of the Fair Market Value of the Common Stock on the date of grant and the
exercise of such option is prohibited by its terms after the expiration of five
(5) years from the date of grant of such option.




(h)           Modifications of
Options/Repricing.  Subject to Section 5 and
Section 22 and the specific limitations on Stock Options contained in this
Plan, the Committee from time to time may authorize, generally or in specific
cases only, for the benefit of any participant, adjustments in the terms and
conditions of a Stock Option granted under this Plan.  Notwithstanding
any provision in this Section 6(h) or the Plan to the contrary but subject to
the adjustment provisions of Section 12, the per share exercise or base price of
any Option or Stock Appreciation Right granted under the Plan may not be reduced
(by amendment, substitution, cancellation and regrant, exchange, or other means)
to a per share price that is less than the  exercise or base price of
the award, as applicable, as of the date the award was granted.




7.           Stock Appreciation
Rights.




(a)           Generally.  The
Committee may, in its discretion, grant Stock Appreciation Rights, including a
concurrent grant of Stock Appreciation Rights in tandem with any Stock Option
grant.  A Stock Appreciation Right means a right to receive a payment
in cash, Common Stock or a combination thereof, in an amount equal to the excess
of (i) the Fair Market Value, or other specified valuation, of a specified
number of shares of Common Stock on the date the right is exercised over (ii)
the Fair Market Value, of such shares of Common Stock on the date the right is
granted, or other specified amount, all as determined by the Committee (the
“Base
Price”).  Each Stock Appreciation Right shall be subject to
such terms and conditions as the Committee shall impose from time to
time.




(b)           Exercise
Period.  Stock Appreciation Rights granted under the Plan shall
be exercisable at such time or times and subject to such terms and conditions as
shall be determined by the Committee; provided, however, that no
Stock Appreciation Rights shall be exercisable later than ten (10) years after
the date it is granted except in the event of a participant’s death, in which
case, the exercise period of such participant’s Stock Appreciation Rights may be
extended beyond such period but no later than one (1) year after the
participant’s death.  All Stock Appreciation Rights shall terminate at
such earlier times and upon such conditions or circumstances as the Committee
shall in its discretion set forth in such right at the date of grant.




8.           Stock Awards.




(a)           Generally.  The
Committee may, in its discretion, grant Stock Awards (which may include
mandatory payment of any bonus in stock) consisting of Common Stock issued or
transferred to participants with or without other payments
therefor.  A Stock Award shall be construed as an offer by the Company
to the participant to purchase the number of shares of Common Stock subject to
the Stock Award at the purchase price, if any, established
therefor.  Any right to acquire the shares under the Stock Award that
is not exercised by the participant within thirty (30) days after the grant is
communicated shall automatically expire.




(b)           Payment of the Purchase
Price.  If the Stock Award requires payment therefor, the
purchase price of any shares of Common Stock subject to a Stock Award may be
paid in any manner authorized by the Committee, which may include any manner
authorized under the Plan for the payment of the exercise price of a Stock
Option.  Stock Awards may also be made in consideration of services
rendered to the Company or its Subsidiaries.


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(c)           Additional
Terms.  Stock Awards may be subject to such terms and
conditions as the Committee determines appropriate, including, without
limitation, restrictions on the sale or other disposition of such shares, the
right of the Company to reacquire such shares for no consideration upon
termination of the participant’s employment within specified periods, and may
constitute Performance-Based Awards, as described in Section 10
hereof.  The Committee may require the participant to deliver a duly
signed stock power, endorsed in blank, relating to the Common Stock covered by
such an Award.  The Committee may also require that the stock
certificates evidencing such shares be held in custody or bear restrictive
legends until the restrictions thereon shall have lapsed.




(d)           Rights as a
Shareholder.  The Stock Award shall specify whether the
participant shall have, with respect to the shares of Common Stock subject to a
Stock Award, all of the rights of a holder of shares of Common Stock of the
Company, including the right to receive dividends and to vote the
shares.




9.           Stock Units.




(a)           Generally.  The
Committee may, in its discretion, grant Stock Units (as defined in subsection
(f) below) to participants hereunder.  The Committee shall determine
the criteria for the vesting of Stock Units.  Stock Units may
constitute Performance-Based Awards, as described in Section 10
hereof.  Stock Units granted by the Committee shall be payable in
shares of Common Stock at such time as provided in this Section
9.  Shares of Common Stock issued pursuant to this Section 9 may be
issued with or without other payments therefor as may be required by applicable
law or such other consideration as may be determined by the
Committee.  The Committee shall determine whether a participant
granted a Stock Unit shall be entitled to a Dividend Equivalent Right (as
defined in subsection (f) below).




(b)           Settlement of Stock
Units.  Upon vesting of Stock Units, unless the Committee has
determined to defer payment with respect to such unit in accordance with Section
409A of the Code or except as otherwise provided under subsection (c) below,
such Stock Units shall be paid in a lump sum to the participant in shares of
Common Stock on or as soon as practicable after the vesting date, but in no
event later than two and one-half (2 1⁄2) months after the year in which such
Stock Units became vested; provided, however, that the Committee shall have
discretion to provide for the payment of the Stock Units in cash equal to the
value of the shares of Common Stock which would otherwise be paid to the
participant or partly in cash and partly in shares of Common Stock.




(c)           Irrevocable Election to
Defer Payment of Stock Units.  At the time an award of Stock
Units is granted (or at such other time as may be provided by the Committee and
in all cases at a time that complies with the initial deferral election
requirements of Section 409A of the Code), the participant may irrevocably
elect, in accordance with rules prescribed by the Committee, not to receive a
distribution upon the vesting of such Stock Units and instead have the Company
continue to maintain such Stock Units on its books of account.  Unless
provided otherwise by the Committee and set forth in the applicable deferral
election form or award agreement, if a participant makes an election pursuant to
this Section 9(c), the participant’s vested Stock Units will be paid (subject to
earlier payment pursuant to subsections (d) and (e) below) on the earlier to
occur of (i) a date specified by the participant at the time the award is
granted, or (ii) the date of the participant’s Separation from Service (as
defined in subsection (f)) from the Company and its Subsidiaries; provided, however, that if
the participant is a “specified employee” (within the meaning of Treasury
Regulation Section 1.409A-1(i)) on the date of the participant’s Separation from
Service, the participant shall not be entitled to payment of any Stock Units
that would otherwise be paid in connection with his or her Separation from
Service until the earlier of (A) the date which is six (6) months after his or
her Separation from Service with the Company for any reason other than death, or
(B) the date of the participant’s death; provided further that this
six-month delay apply only to the extent such


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  delay in
payment is required to comply with, and avoid the imputation of any tax, penalty
or interest under, Section 409A of the Code.  Any Stock Units that
have not vested as of the date specified by the participant shall be paid only
if and when such Stock Units vest.  If the participant does not make
an election under this Section 9(c), the participant’s Stock Units will be paid
when and if such Stock Units vest.




(d)           Unforeseeable
Emergency.  If a participant has elected payment of his or her
Stock Units after the vesting date of such units, the participant may request a
distribution of his or her Stock Units for an Unforeseeable Emergency (as
defined in subsection (f)).  Such distribution for an Unforeseeable
Emergency shall be subject to approval by the Committee and may be made only
from the participant’s then vested Stock Units and only to the extent necessary
to satisfy such emergency (plus amounts necessary to pay taxes reasonably
anticipated as a result of the distribution) after taking into account the
extent to which the hardship is or may be relieved (1) through reimbursement or
compensation by insurance or otherwise or (2) by liquidation of the
participant’s assets, to the extent the liquidation of such assets would not
itself cause severe financial hardship.




(e)           Change in
Control.  Notwithstanding anything in Section 9(b) or any
participant’s distribution election to the contrary, a participant’s vested
Stock Units shall be distributed immediately upon the occurrence of a Change in
Control (as such term is defined in subsection (f) below).




(f)           Definitions.  For
purposes of this Section 9, the definitions contained in this Section 9(f) shall
apply.  A “Stock Unit” means a
notional account representing one (1) share of Common Stock.  A “Dividend Equivalent
Right” means the right to receive the amount of any dividend paid on the
share of Common Stock underlying a Stock Unit, which shall be payable in cash or
in the form of additional Stock Units.  A “Separation from
Service” shall mean a “separation from service” within the meaning of
Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional
alternative definitions available thereunder.  An “Unforeseeable
Emergency” means a severe financial hardship to the participant resulting
from (i) an illness or accident of the participant, the participant’s spouse, or
a dependent (as defined in Section 152(a) of the Code without regard to
paragraphs (b)(1), (b)(2) and (d)(1)(b) thereof) of the participant,
(ii) loss of the participant’s property due to casualty, or
(iii) other similar extraordinary and unforeseeable circumstances arising
as a result of events beyond the control of the participant, all as determined
by the Committee in its sole discretion.  “Change in Control”
has the meaning ascribed to such term in Section 12(d) of this Plan; provided,
however, that in all cases a Change in Control for purposes of Section 9(e) must
qualify as a “change in the ownership,” a “change in the effective control” or a
“change in the ownership of a substantial portion of the assets” of the Company,
in each case as determined in accordance with Treasury Regulation Section
1.409A-3(i)(5).




10.           Performance-Based
Awards.




(a)           Generally.  Any
Benefits granted under the Plan may be granted in a manner such that the
Benefits qualify for the performance-based compensation exemption of Section
162(m) of the Code (“Performance-Based
Awards”).  Grants or awards under this Section 10 may be paid
in cash or shares of Common Stock or any combination thereof.  As
determined by the Committee in its sole discretion, either the granting or
vesting of such Performance-Based Awards shall be based on achievement of hurdle
rates and/or growth rates in one or more business criteria that apply to the
individual participant, one or more business units or the Company as a
whole.  The maximum number of shares of Common Stock which may be
delivered pursuant to Performance-Based Awards (other than Stock Options and
Stock Appreciation Rights, and other than cash awards covered by the following
sentence) that are granted to any one participant in any one calendar year shall
not exceed 600,000 shares, either individually or in the aggregate, subject to
adjustment as provided in Section 12.  In addition, the aggregate
amount of compensation to be paid to any one participant in respect of all
Performance-Based Awards payable only




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  in cash
and not related to shares of Common Stock and granted to that participant in any
one calendar year shall not exceed $1,000,000.00.  Awards that are
cancelled during the year shall be counted against these limits to the extent
permitted by Section 162(m) of the Code.




(b)           Business
Criteria.  The business criteria shall be as follows,
individually or in combination:  (i) net earnings; (ii) earnings per
share; (iii) net sales growth; (iv) market share; (v) net operating profit;
(vi) expense targets; (vii) working capital targets relating to inventory and/or
accounts receivable; (viii) operating margin; (ix) return on equity; (x) return
on assets; (xi) planning accuracy (as measured by comparing planned results to
actual results); (xii) market price per share; (xiii) total return to
stockholders, and (xiv) measurably improving quality of care outcomes at Company
facilities.  In addition, Performance-Based Awards may include
comparisons to the performance of other companies, such performance to be
measured by one or more of the foregoing business criteria.




(c)           Establishment of Performance
Goals.  With respect to Performance-Based Awards, the Committee
shall establish in writing no later than ninety (90) days after the commencement
of the performance period (but in no event after twenty-five percent (25%) of
such period has elapsed) (i) the performance goals applicable to a given period,
and such performance goals shall state, in terms of an objective formula or
standard, the method for computing the amount of compensation payable to the
participant if such performance goals are obtained and (ii) the individual
employees or class of employees to which such performance goals
apply.  The applicable performance measurement period may not be less
than three months nor more than 10 years.




(d)           Certification of
Performance.  No Performance-Based Awards shall be payable to
or vest with respect to, as the case may be, any participant for a given period
until the Committee certifies in writing that the objective performance goals
(and any other material terms) applicable to such period have been
satisfied.




(e)           Modification of
Performance-Based Awards.  With respect to any Benefits
intended to qualify as Performance-Based Awards, after establishment of a
performance goal, the Committee shall not revise such performance goal or
increase the amount of compensation payable thereunder (as determined in
accordance with Section 162(m) of the Code) upon the attainment of such
performance goal.  Notwithstanding the preceding sentence, the
Committee may reduce or eliminate the number of shares of Common Stock or cash
granted or the number of shares of Common Stock vested upon the attainment of
such performance goal if the Committee preserves such authority at the time of
grant by language to this effect in its authorizing resolutions or
otherwise.




(f)           Expiration of Grant
Authority.  As required pursuant to Section 162(m) of the Code
and the regulations promulgated thereunder, the Committee’s authority to grant
new awards that are intended to qualify as performance-based compensation within
the meaning of Section 162(m) of the Code (other than Stock Options and Stock
Appreciation Rights) shall terminate upon the first meeting of the Company’s
shareholders that occurs in the fifth year following the Restatement
Date.




11.           Foreign Laws.  The
Committee may grant Benefits to individual participants who are subject to the
tax laws of nations other than the United States, which Benefits may have terms
and conditions as determined by the Committee as necessary to comply with
applicable foreign laws.  The


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  Committee
may take any action which it deems advisable to obtain approval of such Benefits
by the appropriate foreign governmental entity; provided, however, that no
such Benefits may be granted pursuant to this Section 11 and no action may be
taken which would result in a violation of the Exchange Act, the Code or any
other applicable law.




12.           Adjustment Provisions; Change in
Control.




(a)           Adjustment
Generally.  If there shall be any change in the Common Stock of
the Company, through merger, consolidation, reorganization, recapitalization,
stock dividend, stock split, reverse stock split, split up, spin-off,
combination of shares, exchange of shares, dividend in kind or other like change
in capital structure or distribution (other than normal cash dividends) to
stockholders of the Company, an adjustment shall be made to each outstanding
Stock Option and Stock Appreciation Right such that each such Stock Option and
Stock Appreciation Right shall thereafter be exercisable for such securities,
cash and/or other property as would have been received in respect of the Common
Stock subject to such Stock Option or Stock Appreciation Right had such Stock
Option or Stock Appreciation Right been exercised in full immediately prior to
such change or distribution, and such an adjustment shall be made successively
each time any such change shall occur.




(b)           Modification of
Benefits.  In the event of any change or distribution described
in subsection (a) above, in order to prevent dilution or enlargement of
participants’ rights under the Plan, the Committee will have authority to
adjust, in an equitable manner, the number and kind of shares that may be issued
under the Plan, the number and kind of shares subject to outstanding Benefits,
the exercise price applicable to outstanding Benefits, and the Fair Market Value
of the Common Stock and other value determinations applicable to outstanding
Benefits; provided,
however, that any such arithmetic adjustment to a Performance-Based Award
shall not cause the amount of compensation payable thereunder to be increased
from what otherwise would have been due upon attainment of the unadjusted
award.  Appropriate adjustments may also be made by the Committee in
the terms of any Benefits under the Plan to reflect such changes or
distributions and to modify any other terms of outstanding Benefits on an
equitable basis, including modifications of performance targets and changes in
the length of performance periods; provided, however, that any
such arithmetic adjustment to a Performance-Based Award shall not cause the
amount of compensation payable thereunder to be increased from what otherwise
would have been due upon attainment of the unadjusted award.  In
addition, other than with respect to Stock Options, Stock Appreciation Rights,
and other awards intended to constitute Performance-Based Awards, the Committee
is authorized to make adjustments to the terms and conditions of, and the
criteria included in, Benefits in recognition of unusual or nonrecurring events
affecting the Company or the financial statements of the Company, or in response
to changes in applicable laws, regulations, or accounting
principles.  Notwithstanding the foregoing, (i) each such adjustment
with respect to an Incentive Stock Option shall comply with the rules of Section
424(a) of the Code, and (ii) in no event shall any adjustment be made which
would render any Incentive Stock Option granted hereunder other than an
incentive stock option for purposes of Section 422 of the Code.




(c)           Effect of a Change in
Control.  Notwithstanding any other provision of this Plan, if
there is a Change in Control (as defined in subsection (d) below) of the
Company, all then outstanding Stock Options, Stock Appreciation Rights and Stock
Units shall immediately vest and become exercisable and any restrictions on
Stock Awards or Stock Units shall immediately lapse.  Thereafter, all
Benefits shall be subject to the terms of any agreement effecting the Change in
Control, which agreement, may provide, without limitation, that each Stock
Option and Stock Appreciation Right outstanding hereunder shall terminate within
a specified number of days after notice to the holder, and that such holder
shall receive, with respect to each share of Common Stock subject to such Stock
Option or Stock Appreciation Right, an amount equal to the excess of the Fair
Market Value of such shares of Common Stock immediately prior to the occurrence
of such Change in Control over the exercise price per share underlying such
Stock


9
 
 Option or
Stock Appreciation Right with such amount payable in cash, in one or more kinds
of property (including the property, if any, payable in the transaction) or in a
combination thereof, as the Committee, in its discretion, shall
determine.  A provision like the one contained in the preceding
sentence shall be inapplicable to a Stock Option or Stock Appreciation Right
granted within six (6) months before the occurrence of a Change in Control if
the holder of such Stock Option or Stock Appreciation Right is subject to the
reporting requirements of Section 16(a) of the Exchange Act and no exception
from liability under Section 16(b) of the Exchange Act is otherwise available to
such holder.




(d)           Definitions.  For
purposes of this Section 12, a “Change in Control” of
the Company shall be deemed to have occurred if any of the following events
occurs:




(i)           Any
“person” or “group” (within the meaning of Sections 13(d) and 14(d)(2) of the
Exchange Act), other than a trustee or other fiduciary holding securities under
an employee benefit plan of the Company (an “Acquiring Person”), is or becomes
the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of more than 33 1/3% of the then outstanding voting
stock of the Company;




(ii)           A
merger or consolidation of the Company with any other corporation, other than a
merger or consolidation which would result in the voting securities of the
Company outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) at least 51% of the combined voting power of the voting
securities of the Company or surviving entity outstanding immediately after such
merger or consolidation;




(iii)           A
sale or other disposition by the Company of all or substantially all of the
Company’s assets;




(iv)           During
any period of two (2) consecutive years (beginning on or after the Effective
Date), individuals who at the beginning of such period constitute the Board of
Directors of the Company and any new director (other than a director who is a
representative or nominee of an Acquiring Person) whose election by the
Company’s Board of Directors or nomination for election by the Company’s
shareholders was approved by a vote of at least a majority of the directors then
still in office who either were directors at the beginning of the period or
whose election or nomination was previously so approved, no longer constitute a
majority of the Company’s Board of Directors;




provided, however, in no
event shall any acquisition of securities, a change in the composition of the
Company’s Board of Directors or a merger or other consolidation pursuant to a
plan of reorganization under chapter 11 of the Bankruptcy Code with respect to
the Company (“Chapter 11 Plan”), or a liquidation under the Bankruptcy Code
constitute a Change in Control.  In addition, notwithstanding Sections
12(d)(1), 12(d)(2), 12(d)(3) and 12(d)(4) hereof, a Change in Control shall not
be deemed to have occurred in the event of a sale or conveyance in which the
Company continues as a holding company of an entity or entities that conduct the
business or businesses formerly conducted by the Company, or any transaction
undertaken for the purpose of reincorporating the Company under the laws of
another jurisdiction, if such transaction does not materially affect the
beneficial ownership of the Company’s capital stock.




13.           Nontransferability.  Each
Benefit granted under the Plan to a participant shall not be transferable
otherwise than by will or the laws of descent and distribution, and shall be
exercisable, during the participant’s lifetime, only by the
participant.  In the event of the death of a participant, each Stock
Option or Stock Appreciation Right theretofore granted to him or her shall be
exercisable during such period after his or her death as the Committee shall in
its discretion set forth in such option or right at the date of grant and then
only by the executor or administrator of the estate of the deceased participant
or the person or persons to whom the deceased participant’s rights under the
Stock Option or Stock Appreciation Right shall pass by will or the laws of
descent and distribution.  Notwithstanding the foregoing, at the
discretion of the Committee, an award of a Benefit other than an Incentive Stock
Option may permit the transferability of a Benefit by a participant solely to
the participant’s spouse, siblings, parents, children and grandchildren or
trusts for the benefit of such persons or partnerships, corporations, limited
liability companies or other entities owned solely by such persons, including
trusts for such


10
 
 persons,
subject to any restriction included in the award of the
Benefit.  Consistent with Section 18, any permitted transfer shall be
subject to the condition that the Committee receive evidence satisfactory to it
that the transfer (a) is being made for essentially donative, estate and/or tax
planning purposes on a gratuitous or donative basis and without consideration,
and (b) will not compromise the Company’s ability to register shares issuable
under this Plan on Form S-8 under the Securities Act.  Notwithstanding
the foregoing, Incentive Stock Options and Stock Awards that are subject to “a
substantial risk of forfeiture” under Section 83 of the Code shall be subject to
any and all additional transfer restrictions under the Code to the extent
necessary to maintain the intended tax consequences of such
awards.




14.           Other
Provisions.  The award of any Benefit under the Plan may also
be subject to such other provisions (whether or not applicable to the Benefit
awarded to any other participant) as the Committee determines appropriate,
including, without limitation, for the installment purchase of Common Stock
under Stock Options, for the installment exercise of Stock Appreciation Rights,
to assist the participant in financing the acquisition of Common Stock, for the
forfeiture of, or restrictions on resale or other disposition of, Common Stock
acquired under any form of Benefit, for the acceleration of exercisability or
vesting of Benefits in the event of a change in control of the Company, for the
payment of the value of Benefits to participants in the event of a change in
control of the Company, or to comply with federal and state securities laws, or
understandings or conditions as to the participant’s employment in addition to
those specifically provided for under the Plan.




15.           Effect of a Termination of Service on
Benefits.




(a)           General.  The
Committee shall establish the effect of a termination of employment or service
on the rights and benefits under each award under this Plan and in so doing may
make distinctions based upon, inter alia, the cause of termination and type of
Benefit (including without limitation, the participant’s death, Disability, a
termination for Good Cause or termination by the participant for Good
Reason).  If the participant is not an employee or director of the
Company or a Subsidiary and provides other services to the Company or a
Subsidiary, the Committee shall be the sole judge for purposes of this Plan
(unless a contract or the award otherwise provides) of whether the participant
continues to render services to the Company or a Subsidiary and the date, if
any, upon which such services shall be deemed to have terminated.




(b)           Events Not Deemed
Terminations of Service.  Unless Company policy or the
Committee otherwise provides, the employment relationship shall not be
considered terminated in the case of (i) sick leave, (ii) military leave, or
(iii) any other leave of absence authorized by the Company or the Committee;
provided that unless reemployment upon the expiration of such leave is
guaranteed by contract or law, such leave is for a period of not more than 90
days.  In the case of any employee of the Company on an approved leave
of absence, continued vesting of the Benefit while on leave from the employ of
the Company may be suspended until the employee returns to service, unless the
Committee otherwise provides or applicable law otherwise requires.  In
no event shall a Benefit be exercised after the expiration of the term set forth
in the award agreement.




(c)           Effect of Change of
Subsidiary Status.  For purposes of this Plan and any Benefit,
if an entity ceases to be a Subsidiary of the Company a termination of
employment or service shall be deemed to have occurred with respect to each
Eligible Person in respect of such Subsidiary who does not continue as an
Eligible Person in respect of another entity within the Company after giving
effect to the Subsidiary’s change in status.
  (d)           Definitions.  For
purposes of this Section 15, the definitions contained in this Section 15(d)
shall apply.


11




(i)           “Disability” with
respect to a participant means that the participant has experienced one of the
following: (1) the participant is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be expected to last for a
continuous period of not less than 12 months, or (2) the participant is, by
reason of any medically determinable physical or mental impairment that can be
expected to result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits for a period
of not less than three months under an accident and health plan covering
employees of the participant’s employer.




(ii)           “Good Cause” with
respect to a participant means (unless otherwise expressly provided in the
applicable agreement setting forth the terms and conditions of the award, or
another applicable contract with the participant that defines such term for
purposes of determining the effect that a “for cause” termination has on the
participant’s awards) any one of the following: (A) any criminal conviction of
the participant under the laws of the United States or any state or other
political subdivision thereof which, in the good faith determination of the
Company renders participant unsuitable as an employee or officer of the Company
or any Subsidiary; (B) the participant’s continued failure to substantially
perform the duties reasonably requested by the Company and commensurate with the
participant’s position and within the participant’s control in such position
(other than any such failure resulting from participant’s incapacity due to the
participant’s Disability) after a written demand for substantial performance is
delivered to the participant by the Company, which demand specifically
identifies the manner in which the Company believes that the participant has not
substantially performed the participant’s duties, and which performance is not
substantially corrected by the participant within ten (10) days of receipt of
such demand; or (C) any material workplace misconduct or willful failure to
comply with the Company’s general policies and procedures as they may exist from
time to time by the Company which, in the good faith determination of the
Company, renders the participant unsuitable as an employee or officer of
Company.




(iii)           “Good Reason” with
respect to a participant means (unless otherwise expressly provided in the
applicable agreement setting forth the terms and conditions of the award, or
another applicable contract with the participant that defines such term for
purposes of determining the effect that a “good reason” termination has on the
participant’s awards) a resignation of the participant’s employment with the
Company as a result of and within 60 days after the occurrence of any of the
following without the participant’s written consent:  (A) a meaningful
and detrimental reduction in the participant’s authority, duties or
responsibilities, or a meaningful and detrimental change in the participant’s
reporting responsibilities, as in effect immediately prior to the participant’s
termination of employment; (B) a material reduction in the participant’s annual
base salary as in effect immediately prior to the participant’s delivery of
notice to the Company stating the basis of the participant’s allegation that
“Good Reason” exists (the “Good Reason Notice”), a material reduction in the
participant’s target annual bonus (expressed as a percentage of base salary), if
any, as in effect immediately prior to the circumstances described in the Good
Reason Notice, or a material failure to provide the participant with any other
form of compensation or material employment benefit being provided to the
participant immediately prior to the circumstances described in the Good Reason
Notice (excluding however, any reduction in the amount of any annual bonus or
the granting or withholding of incentive compensation (including without
limitation options or restricted stock units) but including a material reduction
to the target amount of the bonus as stated above); or (C) a relocation of the
participant’s principal place of employment by more than fifty (50) miles (or
the requirement that the participant be based at a different location), provided
that such relocation results in a longer commute (measured by actual mileage)
for the participant from his or her


12
 
  primary
residence to such new location.  Notwithstanding the foregoing, for
any of the foregoing circumstances to constitute “Good Reason” hereunder, (x)
the participant must deliver the Good Reason Notice to the Company within 30
days of the date on which the circumstances creating “Good Reason” have first
occurred, (y) such circumstances are not corrected by the Company in a manner
that is reasonably satisfactory to the participant (including full retroactive
correction with respect to any monetary matter) within 30 days of the Company’s
receipt of the Good Reason Notice from the participant and, (z) the participant
thereafter resigns his or her employment within the 60 day time period described
above.




16.           Fair Market
Value.  For purposes of this Plan and any Benefits awarded
hereunder, Fair Market Value shall be the closing price of the Company’s Common
Stock on the date of calculation (or on the last preceding trading date if
Common Stock was not traded on such date) if the Company’s Common Stock is
readily tradable on a national securities exchange or other market system, and
if the Company’s Common Stock is not readily tradable, Fair Market Value shall
mean the amount determined in good faith by the Committee as the fair market
value of the Common Stock of the Company.




17.           Withholding.  All
payments or distributions of Benefits made pursuant to the Plan shall be net of
any amounts required to be withheld pursuant to applicable federal, state and
local tax withholding requirements.  If the Company proposes or is
required to distribute Common Stock pursuant to the Plan, it may require the
recipient to remit to it or to the corporation that employs such recipient an
amount sufficient to satisfy such tax withholding requirements prior to the
delivery of any certificates for such Common Stock.  In lieu thereof,
the Company or the employing corporation shall have the right to withhold the
amount of such taxes from any other sums due or to become due from such
corporation to the recipient as the Committee shall prescribe.  The
Committee may, in its discretion and subject to such rules as it may adopt
(including any as may be required to satisfy applicable tax and/or non-tax
regulatory requirements), permit an optionee or award or right holder to pay all
or a portion of the federal, state and local withholding taxes arising in
connection with any Benefit consisting of shares of Common Stock by electing to
have the Company withhold shares of Common Stock having a Fair Market Value
equal to the amount of tax to be withheld, such tax calculated at rates required
by statute or regulation.  In no event shall the shares withheld
exceed the minimum whole number of shares required for tax withholding under
applicable law.




18.           Compliance with
Laws.  This Plan, the granting and vesting of Benefits under
this Plan, the offer, issuance and delivery of shares of Common Stock, the
acceptance of promissory notes and/or the payment of money under this Plan or
under Benefits are subject to compliance with all applicable federal and state
laws, rules and regulations (including but not limited to state and federal
securities law, and federal margin requirements) and to such approvals by any
listing, regulatory or governmental authority as may, in the opinion of counsel
for the Company, be necessary or advisable in connection
therewith.  The person acquiring any securities under this Plan will,
if requested by the Company or one of its Subsidiaries, provide such assurances
and representations to the Company or one of its Subsidiaries as the
Committee may deem necessary or desirable to assure compliance with all
applicable legal and accounting requirements.  19.           Employment Status; No
Employment/Service Contract.  No person shall have any claim or
rights to be granted a Benefit (or additional Benefits, as the case may be)
under this Plan, subject to any express contractual rights (set forth in a
document other than this Plan) to the contrary.  Nothing contained in
this Plan (or in any other documents under this Plan or in any Benefit) shall
confer upon any participant any right to continue in the employ or other service
of the Company or one of its Subsidiaries, constitute any contract or agreement
of employment or other service or affect an employee’s status as an employee at
will, nor shall interfere in any way with the right of the Company or one of its
Subsidiaries to change a person’s compensation or other benefits, or to
terminate his or her employment or other service,


13
 
 with or
without cause.  Nothing in this Section 19, however, is intended to
adversely affect any express independent right of such person under a separate
employment or service contract other than an award agreement.




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




21.           No Fractional
Shares.  No fractional shares of Common Stock shall be issued
or delivered pursuant to the Plan or any Benefit.  The Committee shall
determine whether cash, or Benefits, or other property shall be issued or paid
in lieu of fractional shares or whether such fractional shares or any rights
thereto shall be forfeited or otherwise eliminated.




22.           Duration, Amendment and
Termination.




(a)           No
Benefit shall be granted more than ten (10) years after the Effective
Date.




(b)           The
Committee may amend the Plan from time to time or suspend or terminate the Plan
at any time.  No Benefits may be granted during any period that the
Committee suspends this Plan.  Without limiting any other express
authority of the Committee under (but subject to) the express limits of this
Plan, the Committee by agreement or resolution may waive conditions of or
limitations on Benefits to participants that the Committee in the prior exercise
of its discretion has imposed, without the consent of a participant, and may
make other changes to the terms and conditions of
Benefits.  Notwithstanding the foregoing, no amendment, suspension or
termination of this Plan or change of or affecting any outstanding Benefit
shall, without written consent of the participant, affect in any manner
materially adverse to the participant any rights or benefits of the participant
or obligations of the Company under any Benefit granted under this Plan prior to
the effective date of such change.  Changes, settlements and other
actions contemplated by Section 12 shall not be deemed to constitute changes or
amendments for purposes of this Section 22(b).




(c)           To
the extent then required by applicable law or any applicable listing agency or
required under Sections 162, 422 or 424 of the Code to preserve the intended tax
consequences of this Plan, or deemed
necessary or advisable by the Committee, any amendment to this Plan shall be
subject to stockholder approval.  23.           Governing Law.  This
Plan, Benefits granted hereunder and actions taken in connection herewith shall
be governed and construed in accordance with the laws of the State of Delaware
(regardless of the law that might otherwise govern under applicable Delaware
principles of conflict of laws).
  24.           Effective Date.  The
Plan, originally entitled the 2002 Management Equity Incentive Plan, first
became effective as of February 28, 2002 (the “Effective Date”) and
was approved by the Company’s stockholders on February 6, 2002.  The
Plan was subsequently amended and restated effective March 31, 2004 (the “2004 Restatement
Date”).  The Plan was subsequently amended and restated


14
 
 effective
March 29, 2006 (the “2006 Restatement
Date”), subject to the approval of the Company’s stockholders no later
than twelve months after the 2006 Restatement Date (the date of stockholder
approval is referred to as the “Stockholder Approval
Date”).  The Plan was subsequently amended and restated
effective December 18, 2008 (the “2008 Restatement
Date”).




25.           Non-Exclusivity of
Plan.  Nothing in this Plan shall limit or be deemed to limit
the authority of the Board or the Committee to grant awards or authorize any
other compensation, with or without reference to the Common Stock, under any
other plan or authority.




26.           No Corporate Action
Restriction.The existence of this Plan, the award agreements
and the Benefits granted hereunder shall not limit, affect or restrict in any
way the right or power of the Board or the shareholders of the Company to make
or authorize: (a) any adjustment, recapitalization, reorganization or other
change in the capital structure or business of the Company or any subsidiary,
(b) any merger, amalgamation, consolidation or change in the ownership of the
Company or any subsidiary, (c) any issue of bonds, debentures, capital,
preferred or prior preference stock ahead of or affecting the capital stock (or
the rights thereof) of the Company or any subsidiary, (d) any dissolution or
liquidation of the Company or any subsidiary, (e) any sale or transfer of all or
any part of the assets or business of the Company or any subsidiary, or (f) any
other corporate act or proceeding by the Company or any
subsidiary.  No participant, beneficiary or any other person shall
have any claim under any Benefit or award agreement against any member of the
Board or the Committee, or the Company or any employees, officers or agents of
the Company or any subsidiary, as a result of any such action.




27.           Other Company Benefit and
Compensation Programs.  Payments and other benefits received by
a participant under a Benefit made pursuant to this Plan shall not be deemed a
part of a participant’s compensation for purposes of the determination of
benefits under any other employee welfare or benefit plans or arrangements, if
any, provided by the Company or any subsidiary, except where the Committee
expressly otherwise provides or authorizes in writing.  Benefits under
this Plan may be made in addition to, in combination with, as alternatives to or
in payment of grants, awards or commitments under any other plans or
arrangements of the Company or its subsidiaries.