Exhibit 10.19


PROMMIS SOLUTIONS HOLDING CORP.


THIRD AMENDED AND RESTATED 2006 STOCK OPTION PLAN


 


ARTICLE I


 


Purpose of Plan


 


This Third Amended and Restated 2006 Stock Option Plan (the “Plan”)
of Prommis Solutions Holding Corp. (f/k/a MR Processing Holding Corp.), a
Delaware corporation (the “Company”), adopted by the Board on March 2,
2010 (the “Approval Date”), for directors, executives and other key
employees of the Company and its Subsidiaries and consultants and advisors (as
determined by the Board as contemplated by Rule 701 promulgated under the
Securities Act of 1933, as amended and the rules and regulations
promulgated thereunder, the “Act”), amends and restates in its entirety
that certain Second Amended & Restated 2006 Stock Option Plan of the
Company dated November 14, 2007 (the “Second Amended &
Restated Plan”) and shall increase the Total Shares with respect to which
Options may be issued from 156,795 under the Second Amended & Restated
Plan to 8,271,200 under the Plan.  The
Plan is intended to advance the best interests of the Company and its
Subsidiaries by providing those persons who have a substantial responsibility
for its management and growth with additional incentives by allowing them to
acquire an ownership interest in the Company and thereby encouraging them to
remain in the employ or to continue to provide services to and contribute to
the success of the Company and its Subsidiaries.  From and after the Approval Date, all options
granted under the predecessor plans to this Plan will thereafter be governed by
and subject to the terms of the Plan, and such previously issued options
otherwise will remain in full force and effect in all other respects in
accordance with the terms of the grant agreement pursuant to which they were
issued.  The availability and offering of
Options under the Plan also increases the Company’s and its Subsidiaries’
ability to attract and retain individuals of exceptional managerial talent upon
whom, in large measure, the sustained progress, growth and profitability of the
Company and its Subsidiaries depends.  By
adopting the plan, the Board wishes to create, during the ten-year term of the
Plan, an equity-oriented compensation plan for, and to reward the current and
future individuals who will contribute to the growth of, the Company.  The Options granted pursuant to this Plan
will enable those individuals to share in the resulting increase in the equity
value of the Company.


 


This Plan is intended to be a “compensatory benefit plan” within the
meaning of such term under Rule 701 promulgated under the Act (“Rule 701”).  All Options granted under the Plan and all
Common Shares issued upon the exercise of such Options are intended to qualify
for an exemption from the registration requirements under the Act, pursuant to Rule 701
(the “Federal Exemption”), and under analogous provisions of applicable
state securities laws.  In the event that
any provision of the Plan would cause any Options granted under the Plan to not
qualify for the Federal Exemption, the Plan shall be deemed automatically
amended to the extent necessary to cause all Options granted under the Plan to
qualify for the Exemption.


 


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ARTICLE II


 


Definitions


 


For purposes of the Plan, except where the context clearly indicates
otherwise, the following terms shall have the meanings set forth below:


 


“Affiliate” shall mean, with respect to any Person, any other
Person which, directly or indirectly, controls, is controlled by or under
common control with such Person.


 


“Board” shall mean the board of directors of the Company.


 


“Cause” shall mean, with respect to a Participant, (i) the
commission of a felony or a crime involving moral turpitude or the commission
of any other act or omission involving material dishonesty, material
disloyalty, or fraud with respect to the Company or any of its Subsidiaries or
any of their customers or suppliers, (ii) conduct the Company reasonably
believes could bring the Company or any of its Subsidiaries into public
disgrace or disrepute, (iii) failure (other than by reason of Disability),
after notice specifying such failure and an opportunity during a period of
fifteen (15) days to cure such failure, to carry out effectively his or her
duties and obligations to the Company or its Subsidiaries or to participate
effectively and actively in the management of the Company or its Subsidiaries,
as determined in the reasonable judgment of the chief executive officer or
president of the Company, its Subsidiaries or, in case of the chief executive
officer or president of the Company, the Board, after written notice, (iv) gross
negligence or willful misconduct with respect to the Company or any Subsidiary,
(v) any material breach of the agreement pursuant to which the Participant’s
Options were granted, or (vi) any material breach of the Participant’s
written employment or services agreement (including for services as a director,
advisor or consultant as contemplated by and described in Rule 701), if
any, with the Company or any Subsidiary; provided that, in the event a
Participant is party to a written employment or services agreement (including
for services as a director, advisor or consultant as contemplated by and
described in Rule 701) with the Company or one of its Subsidiaries that
contains a definition of “cause”, the definition contained in such employment
or services agreement (including for services as a director, advisor or
consultant as contemplated by and described in Rule 701) shall control,
including following the expiration of such employment or services agreement
(including for services as a director, advisor or consultant as contemplated by
and described in Rule 701).


 


“Code” shall mean the Internal Revenue Code of 1986, as amended,
and any successor statute.


 


“Committee” shall mean the committee of the Board which may be
designated by the Board to administer the Plan or in the absence thereof, the
Board.


 


“Common Shares” shall mean shares of the Company’s common stock,
par value $0.01 per share, and any other shares into which such stock may be
changed or converted by reason of a recapitalization, reorganization, merger,
consolidation, or any other change in the corporate structure or capital stock
of the Company.


 


“Date of Termination” shall mean, with respect to a Participant,
(i) if such Participant’s employment is terminated by the Company or any
Subsidiary, the effective date of termination as specified in the written
notice from the Company or such Subsidiary to such Participant terminating his
or her employment, (ii) if such Participant terminates his or her


 


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employment, the date the Company or any Subsidiary
receives notice from such Participant terminating his or her employment, (iii) if
such Participant’s employment is terminated other than pursuant to (i) or
(ii), then the date of termination determined in good faith by the Committee, (iv) if
such Participant is not an employee or director of the Company or any
Subsidiary, the date the services (including service as an advisor or
consultant as contemplated by and described in Rule 701) provided by such
Participant terminated, or (v) for Participants that are directors and not
employees, the effective date upon which such Participant ceases to be a
director of the Company.


 


“Disability” shall have the meaning assigned to such term in the
Participant’s written employment or services agreement (including for service
as a director, advisor or consultant as contemplated by and described in Rule 701)
or, in the absence of any written employment or services agreement (including
for service as a director, advisor or consultant as contemplated by and
described in Rule 701), shall mean the inability, due to illness,
accident, injury, physical or mental incapacity or other disability, of any
Participant to carry out effectively such Participant’s duties and obligations
to the Company or any of its Subsidiaries or, if applicable based on
Participant’s positions, to participate effectively and actively in the
management of the Company or any of its Subsidiaries for a period of at least
ninety (90) consecutive days or for shorter periods aggregating at least one
hundred twenty (120) days (whether or not consecutive) during any twelve-month
period, as determined in the reasonable judgment of the Committee.


 


“Expiration Date” shall have the meaning set forth in Article VI.


 


“Fair Market Value” of the Common Shares shall mean the fair
market value of such stock, taking into account all relevant factors
determinative of value, as solely determined by the Board; provided,
however, that in the case of a Sale of the Company, the Fair Market Value of
the Common Shares shall be the price per Common Share in such transaction, as
solely determined by the Committee.


 


“Investors” shall mean Great Hill Equity
Partners II, L.P., a Delaware limited partnership, Great Hill Equity Partners
III, L.P., a Delaware limited partnership, Great Hill Affiliate Partners II,
L.P., a Delaware limited partnership, and Great Hill Investors, LLC, a
Massachusetts limited liability company.


 


“Nonqualified Stock Option” shall have the
meaning set forth in Article V.


 


“Option Agreement” shall have the meaning set forth in Article VI.


 


“Options” shall have the meaning set forth in Article IV.


 


“Participant” shall mean any director, executive or other key
employee of the Company or any of its Subsidiaries or any consultant or advisor
of the Company or any of its Subsidiaries (as defined in Rule 701) who has
been selected to participate in the Plan by the Committee or the Board.


 


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“Person” means an individual, a partnership, a corporation, a
limited liability company, an association, a joint stock company, a trust, a
joint venture, an unincorporated organization and a governmental entity or any
department, agency or political subdivision thereof.


 


“Plan” shall have the meaning set forth in Article I.


 


“Plan Year” shall mean the calendar year.


 


“Public Offering” shall mean an initial public offering and
sale, registered under the Act, of equity securities of the Company, as
approved by the Board and the Investors.


 


“Sale of the Company” shall mean any transaction or series of
transactions pursuant to which any Person(s) or a group of related Persons
(other than the Investors and their Affiliates) in the aggregate acquire(s) (i) at
least 80% of the capital stock of the Company or (ii) all or substantially
all of the Company’s assets determined on a consolidated basis; provided,
that a Public Offering shall not constitute a Sale of the Company.


 


“Subsidiary” means, with respect to any Person, any corporation,
limited liability company, partnership, association, or business entity of
which (i) if a corporation, a majority of the total voting power of shares
of capital stock entitled (without regard to the occurrence of any event of
default, breach, event of noncompliance or other contingency) to vote in the
election of the directors thereof is at the time owned or controlled, directly
or indirectly, by that Person or one or more of the other Subsidiaries of that
Person or a combination thereof, or (ii) if a limited liability company,
partnership, association, or other business entity (other than a corporation),
a majority of the limited liability company, partnership or other similar
ownership interests thereof is at the time owned or controlled, directly or
indirectly, by that Person or one or more Subsidiaries of that Person or a
combination thereof.  For purposes
hereof, a Person or Persons shall be deemed to have a majority ownership
interest in a limited liability company, partnership, association, or other
business entity (other than a corporation) if such Person or Persons shall be
allocated a majority of limited liability company, partnership, association, or
other business entity gains or losses or shall be the or shall control any
managing director or general partner of such limited liability company,
partnership, association, or other business entity.  For purposes hereof, references to a “Subsidiary”
of any Person shall be given effect only at such times that such Person has one
or more Subsidiaries, and, unless otherwise indicated, the term “Subsidiary”
refers to a Subsidiary of the Company.


 


ARTICLE III


 


Administration


 


The Plan shall be administered by the Committee; provided that if for
any reason the Committee shall not have been appointed by the Board, all
authority and duties of the Committee under the Plan shall be vested in and
exercised by the Board.  Subject to the
limitations of the Plan, the Committee shall have the sole and complete
authority to: (i) select Participants, (ii) grant Options to
Participants in such forms and amounts as the Committee shall determine, (iii) impose
such limitations, restrictions and conditions upon such Options as the 


 


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Committee shall deem appropriate, (iv) interpret
the Plan and adopt, amend and rescind administrative guidelines and other rules and
regulations relating to the Plan, (v) correct any defect or omission or
reconcile any inconsistency in the Plan or in any Option granted hereunder, and
(vi) make all other determinations and take all other actions necessary or
advisable for the implementation and administration of the Plan.  The Committee’s determinations on matters
within its authority shall be conclusive and binding upon the Participants, the
Company and all other Persons.  The
validity, construction and effect of the Plan and any rules and
regulations relating to the Plan shall be determined in accordance with
applicable federal and state laws and rules and regulations promulgated
pursuant thereto.  No member of the
Committee and no officer of the Company shall be liable for any action taken or
omitted to be taken by such member, by any other member of the Committee, or by
any officer of the Company in connection with the performance of duties under
the Plan, except for such person’s own willful misconduct or as expressly
provided by statute.  All expenses
associated with the administration of the Plan shall be borne by the
Company.  The Committee may, as approved
by the Board and to the extent permissible by law, delegate any of its
authority hereunder to such persons as it deems appropriate.


 


It is the Company’s intent that the Options not be treated as deferred
compensation subject to the requirements of Section 409A of the Code and
that any ambiguities in construction be interpreted in order to effectuate such
intent.  Options under the Plan shall
contain such terms as the Committee determines are appropriate to avoid the application
of Section 409A of the Code.  In the
event that, after the issuance of an option under the Plan, Section 409A
of the Code or regulations thereunder are issued or amended, or the Internal
Revenue Service or Treasury Department issues additional guidance interpreting Section 409A
of the Code, the Committee may (but shall have no obligation to do so) amend or
modify the terms of any such previously issued option to the extent the
Committee determines that such amendment or modification is necessary to avoid
the application of Section 409A of the Code.


 


ARTICLE IV


 


Limitation on
Aggregate Shares


 


The number of Common Shares with respect to which options may be
granted under the Plan (the “Options”) and which may be issued upon the
exercise of such Options shall not exceed, in the aggregate, 8,271,800 Common
Shares (the “Total Shares”); provided that the type and the aggregate
number of Common Shares which may be subject to Options shall be subject to
adjustment in accordance with the provisions of Section 6.9 below,
and further provided that, to the extent any Options expire unexercised or are
canceled, terminated or forfeited in any manner without the issuance of Common
Shares thereunder, or to the extent that any Options are exercised and the
Common Shares issued thereunder are repurchased by the Company, such Common
Shares shall again be available for issuance under the Plan.  The Common Shares available under the Plan
may be either authorized and unissued Common Shares, repurchased Common Shares,
treasury Common Shares or a combination thereof, as the Committee shall
determine.


 


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ARTICLE V


 


Awards


 


5.1           Options.  The Committee may grant Options to
Participants in accordance with this Article V.


 


5.2           Form of
Option.  Options granted under this
Plan shall be nonqualified stock options (the “Nonqualified Stock Options”)
and are not intended to be “incentive stock options” within the meaning
of Section 422 of the Code or any successor provision.


 


5.3           Exercise
Price.  The exercise price per Common
Share of each Option (the “Exercise Price”) shall be fixed by the
Committee at not less than 100% of the Fair Market Value of a Common Share on
the date of grant.


 


5.4           Exercisability.  Options granted hereunder shall be exercisable
at such times and under such circumstances as determined by the Committee (in
accordance with the Plan), and shall be specified in the Option Agreement
pursuant to which such Options are granted.


 


5.5           Payment
of Exercise Price.  Options, to the
extent exercisable, shall be exercised, in whole or in part, by written notice
to the Company (to the attention of the Company’s Secretary) accompanied by
payment in full of the Exercise Price multiplied by the number of Common Shares
with respect to which the Option is being exercised (the “Aggregate Exercise
Price”).  Payment of the Aggregate
Exercise Price shall be made in accordance with the terms of the Option
Agreement.


 


5.6           Terms
of Options.  The term during which
each Option may be exercised shall be determined by the Committee, but in no
event more than ten (10) years from the date such Option is granted.  All rights to purchase Common Shares pursuant
to an Option shall, unless sooner terminated, expire at the date designated by
the Committee in the Option Agreement. 
The Common Shares constituting each installment (as contemplated by Section 6.1)
may be purchased, in whole or in part, at any time after such installment
becomes exercisable, subject to such minimum exercise requirements as may be
designated by the Committee or, if less, all of the remaining Common Shares for
which such installment is exercisable. 
Unless otherwise provided herein, in the terms of the Option Agreement,
a Participant may exercise an Option only if he or she is, and has continuously
since the date the Option was granted, been a director, officer, or employee
of, or performed other services for, the Company or one of its Subsidiaries
(including service as a director, advisor or consultant as contemplated by and
described in Rule 701).  Prior to
the exercise of an Option and delivery of the Common Shares purchased upon such
exercise, the Participant shall have no rights as a stockholder with respect to
any Common Shares covered by such outstanding Option (including any dividend or
voting rights).


 


5.7           Limitation on
Grants.  The Committee shall not
grant any Option if, as a result of such grant or the exercise of such Option
(assuming that all other Options have been fully exercised), the Company would
be required to register any of its equity securities under the Act.


 


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ARTICLE VI


 


General Provisions


 


6.1           Conditions
and Limitations on Exercise.  Except
as otherwise provided in this Plan, Options may be made exercisable in one or
more installments, upon the occurrence of certain events, upon the passage of a
specified period of time, upon the fulfillment of certain conditions or upon
the achievement by the Company or any of its Subsidiaries of certain
performance goals, as the Committee shall decide and set forth in the Option
Agreement, in each case, when the Options are granted.


 


6.2           Sale
of the Company.  In the event of a
Sale of the Company, the Committee may, in its sole discretion, terminate (i) any
vested Options without payment to Participant of any kind provided that each
Participant shall first be given notice of such termination and at least
fifteen (15) days to exercise all vested Options that are to be so terminated, (ii) any
vested Options for a payment of (x) cash and/or, at the Company’s
election, (y) such other form of consideration to be received by the
holders of the Company’s Common Stock in such Sale of the Company transaction
(on the same terms and conditions) or (iii) any Option without payment to
Participant of any kind that, on the date of such Sale of the Company, the
Common Shares for which the Option is exercisable has a Fair Market Value less
than or equal to the aggregate exercise price of such Option.  Unless otherwise provided in Option
Agreement, in the event of a Sale of the Company, any unvested Options shall not
become immediately or automatically exercisable; provided that the Committee
may, in its sole discretion, cause any unvested Options to become immediately
exercisable upon the occurrence of a Sale of the Company, and in such case such
Options may only be deemed exercisable if a Participant is employed by or
providing services to the Company or any of its Subsidiaries as of the date of
such Sale of the Company.  In the event
of a Sale of the Company, any unvested Options that did not become immediately
or automatically exercisable pursuant to the Option Agreement or by resolution
of the Committee as set forth above shall terminate without payment to
Participant of any kind.


 


6.3           Organic Change.  Except as otherwise provided in this Plan,
any recapitalization, reorganization, reclassification, consolidation, merger,
sale of all or substantially all of the Company’s assets, or other transaction
which is effected in such a way that holders of Common Shares are entitled to
receive (either directly or upon subsequent liquidation) stock, securities, or
assets with respect to or in exchange for Common Shares is referred to herein
as an “Organic Change.”  Except as
otherwise provided in this Plan, and unless such Options are terminated in
accordance with Section 6.2 above, after the consummation of any
Organic Change, each Participant holding Options shall thereafter have the
right to acquire and receive upon exercise thereof, rather than the Common
Shares immediately theretofore acquirable and receivable upon exercise of such
Participant’s Options, such shares of stock, securities, or assets as may be
issued or payable in the Organic Change with respect to or in exchange for the
number of Common Shares immediately theretofore acquirable and receivable upon
exercise of such Participant’s Options had such Organic Change not taken
place.  Except as otherwise provided in
this Plan, in any such case (and unless such Options are terminated in
accordance with Section 6.2 above), the Company shall make
appropriate provision with respect to such Participant’s rights and interests
to insure that the provisions hereof (including this Section 6.3)
shall


 


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thereafter be applicable to the Options (including, in
the case of any such Organic Change an immediate adjustment of the Exercise
Price and the number of Common Shares acquirable and receivable upon exercise
of the Options as appropriate to reflect such Organic Change).


 


6.4           Written
Agreement.  Each Option granted
hereunder to a Participant shall be embodied in a written agreement (an “Option
Agreement”) which shall be signed by the Participant and by an authorized
officer of the Company, for and in the name and on behalf of the Company, and
shall be subject to the terms and conditions of the Plan.


 


6.5           Listing,
Registration and Compliance with Laws and Regulations.  All Options shall be subject to the
requirement that, if at any time the Committee shall determine, in its discretion,
that the listing, registration or qualification of the Common Shares subject to
the Options upon any securities exchange or under any state or federal
securities or other law or regulation, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition to, or
in connection with, the granting of the Options or the issuance or purchase of
Common Shares thereunder, no Options may be granted or exercised, in whole or
in part, unless such listing, registration, qualification, consent or approval
shall have been effected or obtained free of any conditions not acceptable to
the Committee.  The holders of such
Options shall supply the Company with such certificates, representations and
information as the Company shall request and shall otherwise cooperate with the
Company in obtaining such listing, registration, qualification, consent or
approval.  In the case of officers and
other Persons subject to Section 16(b) of the Securities Exchange Act
of 1934, as amended, the Committee may at any time impose any limitations upon
the exercise of any Option that, in the Committee’s discretion, are necessary
or desirable in order to comply with such Section 16(b) and the rules and
regulations thereunder.


 


6.6           Nontransferability.


 


(a)           Options may not be
transferred by a Participant other than by will or the laws of descent and
distribution and, during the lifetime of the Participant, may be exercised only
by such Participant (or his legal guardian or legal representative).  In the event of the death of a Participant,
exercise of Options granted hereunder shall be made only:


 


(i)       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 Option
shall pass by will or the laws of descent and distribution; and


 


(ii)       to
the extent that the deceased Participant was entitled to exercise such Options
at the date of his death, unless otherwise provided by the Committee in such
Participant’s Option Agreement.


 


(b)           A transferee who
receives Options pursuant to Section 6.6(a) shall be subject
to all of the obligations of the transferring Participant under the Plan and
the applicable Option Agreement.


 


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6.7           Expiration
of Options.


 


(a)           Normal
Expiration.  In no event shall any
part of any Option be exercisable after the date of expiration thereof (the “Expiration
Date”) set forth in the Option Agreement pursuant to which the Option is
granted.


 


(b)           Early
Expiration Upon Termination of Employment or Services.  Except as otherwise provided by the Committee
in the applicable Option Agreement, any portion of a Participant’s Option that
is not vested and exercisable on such Participant’s Date of Termination shall expire
and be forfeited as of such date, and any portion of a Participant’s Option
that is vested and exercisable on such Participant’s Date of Termination shall
expire and be forfeited as of such date, except that: (i) if a Participant’s
employment or provision of services (including service as a director, advisor
or consultant as contemplated by and described in Rule 701) terminates
because such Participant dies or becomes subject to any Disability, such
Participant’s Option shall expire six (6) months after his or her Date of
Termination, but in no event after the Expiration Date, (ii) if a
Participant’s employment or provision of services (including service as a
director, advisor or consultant as contemplated by and described in Rule 701)
terminates because such Participant retires (with the approval of the
Committee), such Participant’s Option shall expire thirty (30) days after his
or her Date of Termination, but in no event after the Expiration Date, and (iii) if
any Participant’s employment or services (including services as a director,
advisor or consultant as contemplated by and described in Rule 701) is
terminated other than for Cause or is terminated as a result of resignation,
such Participant’s Option shall expire thirty (30) days after his or her Date
of Termination, but in no event after the Expiration Date.


 


6.8           Withholding
of Taxes.


 


(a)           The Company or any
of its Subsidiaries shall be entitled, if necessary or desirable, to withhold
from any Participant, and the Participant shall indemnify the Company and its
Subsidiaries, from any amounts due and payable by the Company or any of its
Subsidiaries to such Participant (or secure payment from such Participant in
lieu of withholding), the amount of any withholding or other tax due from the
Company or any of its Subsidiaries with respect to the Options.  The Company may defer the exercise of the
Options or the issuance of the Common Shares thereunder unless such taxes are
paid or the Company and its Subsidiaries are indemnified to their satisfaction.


 


(b)           Notwithstanding any
provision of this Plan to the contrary, in connection with the transfer of an
Option to a transferee pursuant to Section 6.6 of the Plan, the
transferee shall remain liable for any taxes required to be withheld with
respect to the Option.


 


6.9           Adjustments.   In the event of a reorganization,
recapitalization, stock dividend, or stock split, combination or other
reclassification affecting the Common Shares, the Board or the Committee shall,
in order to prevent the dilution or enlargement of rights under outstanding
Options, make such adjustments in the number and type of Common Shares
authorized by the Plan, the number and type of Common Shares covered by
outstanding Options, and the Exercise Prices related thereto as the Committee may
determine to be appropriate and equitable.


 


6.10         No
Right to Employment or Continued Provision of Services.  Nothing in this Plan or in any Option
Agreement shall interfere with or limit in any way the right of the


 


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Company or any of its Subsidiaries to terminate any
Participant’s employment or services (including service as a director, advisor
or consultant as contemplated by and described in Rule 701) at any time
(with or without Cause), nor confer upon any Participant any right to continue
in the employ of or to provide services to (including service as a director,
advisor or consultant as contemplated by and described in Rule 701) the
Company or any of its Subsidiaries for any period of time or to continue his or
her present (or any other) rate of compensation, and, except as otherwise
provided under this Plan or by the Committee in the Option Agreement, in the
event of any Participant’s termination of employment (including, but not
limited to, termination by the Company or any of its Subsidiaries without
Cause) or services (including service as a director, advisor or consultant as
contemplated by and described in Rule 701) any portion of such Participant’s
Option that was not previously vested and exercisable shall expire and be
forfeited as of such Date of Termination. 
No employee or other service provider, including directors, advisors and
consultants, shall have a right to be selected as a Participant or, having been
so selected, to be selected again as a Participant.


 


6.11         Amendment,
Suspension and Termination of Plan. 
The Board or the Committee may suspend or terminate the Plan, or any
portion thereof, at any time and may amend the Plan from time to time in such
respects as the Board or the Committee may deem advisable; provided that, to
the extent such approval is required by law, agreement or the rules of any
exchange upon which the Common Shares are listed, no such amendment shall be
made without stockholder approval, and, except as otherwise contemplated
herein, no such amendment, suspension or termination shall impair the rights of
Participants under outstanding Options without the consent of the Participants
affected thereby; provided, further, that no amendment that increases the
number of Total Shares with respect to which Options may be granted and which
may be issued upon the exercise thereof shall be effective without the approval
of the Investors.  Notwithstanding any
other provisions of the Plan, and in addition to the powers of amendment and
modification set forth herein, the provisions hereof and the provisions of any
Option granted hereunder may be amended unilaterally by the Committee from time
to time (but shall have no obligation to do so) to the extent necessary (and
only to the extent necessary) to prevent the implementation, application or
existence (as the case may be) of any such provision from causing any Option
granted hereunder to be treated as providing for the deferral of compensation
pursuant to Code §409A (or under Notice 2005-1, as amended or
supplemented from time to time, or Treasury Regulations or other IRS guidance
issued under Code §409A).


 


6.12         Amendment,
Modification and Cancellation of Outstanding Options.  The Committee may amend or modify any Option
in any manner to the extent that the Committee would have had the authority
under the Plan initially to grant such Option; provided that no such amendment
or modification shall impair the rights of any Participant under any
outstanding Option in a manner not contemplated hereby without the consent of
such Participant adversely affected thereby. 
With the Participant’s consent or as otherwise contemplated hereby, the
Committee may cancel any Option and issue a new Option to such Participant.


 


6.13         Indemnification.  In addition to such other rights of
indemnification as they may have as members of the Board or the Committee, the
members of the Board and the Committee and any other Persons designated by the
Committee to administer the Plan shall be


 


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indemnified by the Company against all costs and
expenses reasonably incurred by them in connection with any action, suit or
proceeding to which they or any of them may be party by reason of any action
taken or failure to act under or in connection with the Plan or any Option
granted hereunder, and against all amounts paid by them in settlement thereof
(provided such settlement is approved by independent legal counsel selected by
the Company) or paid by them in satisfaction of a judgment in any such action,
suit or proceeding; provided that any such Board or Committee member shall be
entitled to the indemnification rights set forth in this Section 6.13
only if such member has acted in good faith and in a manner that such member reasonably
believed to be in, or not opposed to, the best interests of the Company and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe that such conduct was unlawful, and further provided that, upon the
institution of any such action, suit or proceeding, a Board or Committee member
shall give the Company written notice thereof and an opportunity, at its own
expense, to defend the same before such Board or Committee member undertakes to
defend it on his or her own behalf.


 


Adopted by the Board of Directors on March 2, 2010.


 


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