Amended and Restated Aames Investment Equity Incentive Plan.



 Exhibit 10.1 
  
 AMENDED AND RESTATED 
 AAMES INVESTMENT CORPORATION 
 2004 EQUITY INCENTIVE PLAN 
  
 SECTION 1 
  
 GENERAL 
  
 1.1. Purpose. The Amended and Restated Aames Investment Corporation 2004 Equity Incentive Plan (the “Plan”) has been established by Aames Investment Corporation (the “Company”) to (i) attract and
retain persons eligible to participate in the Plan; (ii) motivate Participants, by means of appropriate incentives, to achieve long-range goals; (iii) provide incentive compensation opportunities that are competitive with those of other similar
companies; and (iv) further identify Participants’ interests with those of the Company’s other stockholders through compensation that is based on the Company’s common stock; and thereby promote the long-term financial interest of the
Company and the Subsidiaries, including the growth in value of the Company’s equity and enhancement of long-term stockholder return. 
  
 1.2. Participation. Subject to the terms and conditions of the Plan, the Committee shall determine and designate, from time to time, from among the Eligible Individual,
those persons who will be granted one or more Awards under the Plan, and thereby become “Participants” in the Plan. 
  
 1.3. Operation, Administration, and Definitions. The operation and administration of the Plan, including the Awards made under the Plan, shall be subject to the
provisions of Section 5 (relating to operation and administration). Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Section 9). 
  
 SECTION 2 
  
 OPTIONS AND SARS 
  
 2.1. Definitions. 
  
 (a) The grant of an “Option” entitles the Participant to purchase shares of Stock at an Exercise Price established by the Committee. Any Option
granted under this Section 2 may be either an incentive stock option (an “ISO”) or a non-qualified option (an “NQO”), 

  

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as determined in the discretion of the Committee. An “ISO” is an Option that is intended to satisfy the requirements applicable to an
“incentive stock option” described in section 422(b) of the Code. An “NQO” is an Option that is not intended to be an “incentive stock option” as that term is described in section 422(b) of the Code. 
  
 (b) A stock appreciation right (an “SAR”) entitles the Participant
to receive, in cash or Stock (as determined in accordance with subsection 5.7), value equal to (or otherwise based on) the excess of: (a) the Fair Market Value of a specified number of shares of Stock at the time of exercise; over (b) an Exercise
Price established by the Committee. 
  
 2.2. Exercise Price. The “Exercise
Price” of each Option and SAR granted under this Section 2 shall be established by the Committee or shall be determined by a method established by the Committee at the time the Option or SAR is granted. The Exercise Price shall not be less than
100% of the Fair Market Value of a share of Stock on the date of grant (or, if greater, the par value of a share of Stock); provided, however, that the Committee, in its discretion, may establish an Exercise Price of an Option or SAR granted under
this Section 2 that varies based on the stock price of a comparator group of companies or such other index as is selected by the Committee (resulting in an Exercise Price that may at times be less than the Fair Market Value of a share of Stock on
the date of grant); and further provided that such variable price shall not be used if the Committee intends that the Options or SARs be Performance-Based Compensation and/or the Options be Incentive Stock Options, and the use of such variable
pricing would preclude such treatment. 
  
 2.3. Exercise. An Option and an SAR
shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee. In no event, however, shall an Option or SAR expire later than ten years after the date of its grant. 
  
 2.4. Payment of Option Exercise Price. The payment of the Exercise Price of an Option granted
under this Section 2 shall be subject to the following: 
  
 (a)
Subject to the following provisions of this subsection 2.4, the full Exercise Price for shares of Stock purchased upon the exercise of any Option shall be paid at the time of such exercise (except that, in the case of an exercise arrangement
approved by the Committee and described in paragraph 2.4(c), payment may be made as soon as practicable after the exercise). 
  
 (b) Subject to applicable law, the Exercise Price shall be payable in cash, by promissory note, or by tendering, by either actual delivery of shares or by
attestation, shares of Stock acceptable to the Committee, and valued at Fair Market Value as of the day of exercise, or in any combination thereof, as determined by the Committee; provided that, except as otherwise provided by the Committee,
payments made with 

  

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shares of Stock in accordance with this paragraph (b) shall be limited to shares held by the Participant for not less than six months prior to the payment
date. 
  
 (c) Subject to applicable law, the Committee may permit
a Participant to elect to pay the Exercise Price upon the exercise of an Option by irrevocably authorizing a third party to sell shares of Stock (or a sufficient portion of the shares) acquired upon exercise of the Option and remit to the Company a
sufficient portion of the sale proceeds to pay the entire Exercise Price and any tax withholding resulting from such exercise. 
  
 2.5. No Repricing. Except for either adjustments pursuant to paragraph 5.2(f) (relating to the adjustment of shares), or reductions of the Exercise Price approved by the
Company’s stockholders, the Exercise Price for any outstanding Option may not be decreased after the date of grant nor may an outstanding Option granted under the Plan be surrendered to the Company as consideration for the grant of a
replacement Option with a lower exercise price. 
  
 2.6. Grants of Options and
SARs. An Option may but need not be in tandem with an SAR, and an SAR may but need not be in tandem with an Option (in either case, regardless of whether the original award was granted under this Plan or another plan or arrangement). If an Option is
in tandem with an SAR, the exercise price of both the Option and SAR shall be the same, and the exercise of the Option or SAR with respect to a share of Stock shall cancel the corresponding tandem SAR or Option right with respect to such share. If
an SAR is in tandem with an Option but is granted after the grant of the Option, or if an Option is in tandem with an SAR but is granted after the grant of the SAR, the later granted tandem Award shall have the same exercise price as the earlier
granted Award, but the exercise price for the later granted Award may be less than the Fair Market Value of the Stock at the time of such grant. 
  
 SECTION 3 
  
 FULL VALUE AWARDS 
  
 3.1.
Definition. A “Full Value Award” is a grant of one or more shares of Stock or a right to receive one or more shares of Stock in the future, with such grant subject to one or more of the following, as determined by the Committee:

  
 (a) The grant shall be in consideration of a
Participant’s previously performed services, or surrender of other compensation that may be due. 
  

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 (b) The grant shall be contingent on the achievement of performance or other objectives during a
specified period. 
  
 (c) The grant shall be subject to a risk of
forfeiture or other restrictions that will lapse upon the achievement of one or more goals relating to completion of service by the Participant, or achievement of performance or other objectives. 
  
 The grant of Full Value Awards may also be subject to such other conditions,
restrictions and contingencies, as determined by the Committee. 
  
 3.2.
Restrictions on Awards. 
  
 (a) The Committee may designate a Full
Value Award granted to any Participant as Performance-Based Compensation. To the extent required by Code section 162(m), any Full Value Award so designated shall be conditioned on the achievement of one or more performance objectives. The
performance objectives shall be based on the Performance Measures selected by the Committee. For Awards under this Section 3 intended to be Performance-Based Compensation, the grant of the Awards and the establishment of the Performance Measures
shall be made during the period required under Code section 162(m). 
  
 (b) If the right to become vested in a Full Value Award is conditioned on the completion of a specified period of service with the Company or the Subsidiaries, without achievement of Performance Measures or other performance objectives
(whether or not related to Performance Measures) being required as a condition of vesting, and without it being granted in lieu of other compensation, then the required period of service for full vesting shall be not less than one year (subject to
acceleration of vesting, to the extent permitted by the Committee, in the event of the Participant’s death, disability, retirement, change in control or termination). 
  
 SECTION 4 
  
 CASH INCENTIVE AWARDS 
  
 A Cash Incentive Award is the grant of a right to receive a payment of cash (or in the discretion of the Committee, Stock having value equivalent to the
cash otherwise payable) that is contingent on achievement of performance objectives over a specified period established by the Committee. The grant of Cash Incentive Awards may also be subject to such other conditions, restrictions and
contingencies, as determined by the Committee. The Committee may designate a Cash Incentive Award granted to any Participant as Performance-Based Compensation. To the extent required by Code section 162(m), any such Award so designated shall be
conditioned on the achievement of one or more Performance Measures, as selected by the Committee. For Awards under this Section 4 intended to be Performance-Based Compensation, the grant of the Awards and 

  

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the establishment of the Performance Measures shall be made during the period required under Code section 162(m). 
  
  
 SECTION 5 
  
 OPERATION AND ADMINISTRATION 
  
 5.1. Effective Date. The Plan shall be effective as of the “Effective Date,” which
shall be the date immediately prior to the date of the Public Offering. In the event of Plan termination, the terms of the Plan shall remain in effect as long as any Awards under it are outstanding; provided, however, that no Awards may be granted
under the Plan after the ten-year anniversary of the Effective Date. 
  
 5.2.
Shares and Other Amounts Subject to Plan. The shares of Stock for which Awards may be granted under the Plan shall be subject to the following: 
  
 (a) The shares of Stock with respect to which Awards may be made under the Plan shall be shares currently authorized but unissued or, to the extent
permitted by applicable law, currently held or acquired by the Company as treasury shares, including shares purchased in the open market or in private transactions. 
  
 (b) Subject to the following provisions of this subsection 5.2, the maximum number of shares of Stock that may be delivered
to Participants and their beneficiaries under the Plan shall be equal to 5,550,000 shares of Stock. Each share of Stock issued as a Full Value Award will reduce the amount of Stock available for issuance under the Plan by 2.5 shares. In addition,
each Award settled in cash will reduce the amount of Stock available for issuance under the Plan by 2.5 shares. 
  
 (c) To the extent provided by the Committee, any Award may be settled in cash rather than Stock. 
  
 (d) Only shares of Stock, if any, actually delivered to the Participant or
beneficiary on an unrestricted basis with respect to an Award shall be treated as delivered for purposes of the determination under paragraph (b) above, regardless of whether the Award is denominated in Stock or cash. Consistent with the foregoing:

  
 (i) To the extent any shares of Stock covered
by an Award are not delivered to a Participant or beneficiary because the Award is forfeited or canceled, or the shares of Stock are not delivered on an unrestricted basis (including, without limitation, by reason of the Award being settled in cash
or used to satisfy the applicable tax 

  

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withholding obligation), such shares shall not be deemed to have been delivered for purposes of the determination under paragraph (b) above. 
  
 (ii) If the exercise price of any Option granted under the
Plan, or the tax withholding obligation with respect to any Award granted under the Plan, is satisfied by tendering shares of Stock to the Company (by either actual delivery or by attestation), only the number of shares of Stock issued net of the
shares of Stock tendered shall be deemed delivered for purposes of determining the number of shares of Stock available for delivery under the Plan. 
  
 (e) Subject to paragraph 5.2(f), the following additional maximums are imposed under the Plan. 
  
 (i) The maximum number of shares of Stock that may be
delivered to Participants and their beneficiaries with respect to ISOs granted under the Plan shall be 5,550,000 shares; provided, however, that to the extent that shares not delivered must be counted against this limit as a condition of satisfying
the rules applicable to ISOs, such rules shall apply to the limit on ISOs granted under the Plan. 
  
 (ii) The maximum number of shares that may be covered by Awards granted to any one Participant during any one calendar-year period
pursuant to Section 2 (relating to Options and SARs) shall be 1,125,000 shares, reduced by 2.5 times the number of Full Value Awards issued to that Participant during that calendar-year period pursuant to paragraph 5.2(e)(iv) below. For purposes of
this paragraph (ii), if an Option is in tandem with an SAR, such that the exercise of the Option or SAR with respect to a share of Stock cancels the tandem SAR or Option right, respectively, with respect to such share, the tandem Option and SAR
rights with respect to each share of Stock shall be counted as covering but one share of Stock for purposes of applying the limitations of this paragraph (ii). 
  

(iii) The maximum number of shares of Stock that may be issued in conjunction with Awards granted pursuant to Section 3 (relating to
Full Value Awards) shall be 2,220,000 shares. 
  
 (iv) For Full Value Awards that are intended to be Performance-Based Compensation, no more than 450,000 shares of Stock, reduced by 0.4 times the number of Awards issued to that Participant during the calendar-year period pursuant to
paragraph 5.2(e)(ii) above, may be delivered pursuant to such Awards granted to any one Participant during any one-calendar-year period (regardless of whether settlement of the Award is to occur prior to, at the time of, or after the time of
vesting); provided that Awards described in this paragraph (iv) that are intended to be Performance-Based Compensation shall be subject to the following: 
  
 (A) If the Awards are denominated in Stock but an equivalent amount of cash is delivered in lieu of delivery of shares of Stock, the
foregoing limit shall 

  

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 be applied based on the methodology used by the Committee to convert the number of shares of Stock into cash. 

 
 (B) If delivery of Stock or cash is deferred until after
shares of Stock have been earned, any adjustment in the amount delivered to reflect actual or deemed investment experience after the date the shares are earned shall be disregarded. 
  
 (v) For Cash Incentive Value Awards that are intended to be Performance-Based Compensation, the maximum
amount payable to any Participant with respect to any performance period shall equal $3,750 multiplied by the number of calendar months included in that performance period, reduced by the value of Full Value Awards or Awards granted to that
Participant during the calendar-year period pursuant to paragraphs 5.2(e)(ii) and (iv) above; provided that Awards described in this paragraph (v) that are intended to be Performance-Based Compensation, shall be subject to the following: 

 
 (A) If the Awards are denominated in cash but an
equivalent amount of Stock is delivered in lieu of delivery of cash, the foregoing limit shall be applied to the cash based on the methodology used by the Committee to convert the cash into shares of Stock. 
  
 (B) If delivery of Stock or cash is deferred until after
cash has been earned, any adjustment in the amount delivered to reflect actual or deemed investment experience after the date the cash is earned shall be disregarded. 
  
 (f) In the event of a corporate transaction involving the Company (including, without limitation, any stock dividend, stock
split, extraordinary cash dividend, recapitalization, reorganization, merger, consolidation, split-up, spin-off, combination or exchange of shares), the Committee may adjust Awards to preserve the benefits or potential benefits of the Awards. Action
by the Committee may include: (i) adjustment of the number and kind of shares which may be delivered under the Plan; (ii) adjustment of the number and kind of shares subject to outstanding Awards; (iii) adjustment of the Exercise Price of
outstanding Options and SARs; and (iv) any other adjustments that the Committee determines to be equitable (which may include, without limitation, (I) replacement of Awards with other Awards which the Committee determines have comparable value and
which are based on stock of a company resulting from the transaction, and (II) cancellation of the Award in return for cash payment of the current value of the Award, determined as though the Award is fully vested at the time of payment, provided
that in the case of an Option or SAR, the amount of such payment may be the excess of value of the Stock subject to the Option or SAR at the time of the transaction over the exercise price). 
  
 5.3. General Restrictions. Delivery of shares of Stock or other amounts under the Plan shall
be subject to the following: 
  
 (a) Notwithstanding any other
provision of the Plan, the Company shall have no obligation to deliver any shares of Stock or make any other distribution of benefits under 
  

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the Plan unless such delivery or distribution complies with all applicable laws (including, without limitation, the requirements of the Securities Act of
1933), and the applicable requirements of any securities exchange or similar entity. 
  
 (b) To the extent that the Plan provides for issuance of stock certificates to reflect the issuance of shares of Stock, the issuance may be effected on a non-certificated basis, to the extent not prohibited by
applicable law or the applicable rules of any stock exchange. 
  
 5.4. Tax
Withholding. All distributions under the Plan are subject to withholding of all applicable taxes, and the Committee may condition the delivery of any shares or other benefits under the Plan on satisfaction of the applicable withholding obligations.
Except as otherwise provided by the Committee, such withholding obligations may be satisfied (i) through cash payment by the Participant; (ii) through the surrender of shares of Stock which the Participant already owns (provided, however, that to
the extent shares described in this clause (ii) are used to satisfy more than the minimum statutory withholding obligation, as described below, then, except as otherwise provided by the Committee, payments made with shares of Stock in accordance
with this clause (ii) shall be limited to shares held by the Participant for not less than six months prior to the payment date); or (iii) through the surrender of shares of Stock to which the Participant is otherwise entitled under the Plan,
provided, however, that such shares under this clause (iii) may be used to satisfy not more than the Company’s minimum statutory withholding obligation (based on minimum statutory withholding rates for Federal and state tax purposes, including
payroll taxes, that are applicable to such supplemental taxable income). 
  
 5.5.
Grant and Use of Awards. In the discretion of the Committee, a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award may be granted to a Participant. Subject to subsection 2.5 (relating to
repricing), Awards may be granted as alternatives to or replacement of awards granted or outstanding under the Plan, or any other plan or arrangement of the Company or a Subsidiary (including a plan or arrangement of a business or entity, all or a
portion of which is acquired by the Company or a Subsidiary). Subject to the overall limitation on the number of shares of Stock that may be delivered under the Plan, the Committee may use available shares of Stock as the form of payment for
compensation, grants or rights earned or due under any other compensation plans or arrangements of the Company or a Subsidiary, including the plans and arrangements of the Company or a Subsidiary assumed in business combinations. Notwithstanding the
provisions of subsection 2.2, Options and SARs granted under the Plan in replacement for awards under plans and arrangements of the Company or a Subsidiary assumed in business combinations may provide for exercise prices that are less than the Fair
Market Value of the Stock at the time of the replacement grants, if the Committee determines that such exercise price is appropriate to preserve the economic benefit of the award. 
  
 5.6. Dividends and Dividend Equivalents. An Award (including without limitation an Option or SAR Award) may provide the Participant with the
right to receive dividend or 

  

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dividend equivalent payments with respect to Stock subject to the Award (both before and after the Stock subject to the Award is earned, vested, or
acquired), which payments may be either made currently or credited to an account for the Participant, and may be settled in cash or Stock, as determined by the Committee. Any such settlements, and any such crediting of dividends or dividend
equivalents or reinvestment in shares of Stock, may be subject to such conditions, restrictions and contingencies as the Committee shall establish, including the reinvestment of such credited amounts in Stock equivalents. 
  
 5.7. Settlement of Awards. The obligation to make payments and distributions with respect to
Awards may be satisfied through cash payments, the delivery of shares of Stock, the granting of replacement Awards, or combination thereof as the Committee shall determine. Satisfaction of any such obligations under an Award, which is sometimes
referred to as “settlement” of the Award, may be subject to such conditions, restrictions and contingencies as the Committee shall determine. The Committee may permit or require the deferral of any Award payment, subject to such rules and
procedures as it may establish, which may include provisions for the payment or crediting of interest or dividend equivalents, and may include converting such credits into deferred Stock equivalents. Each Subsidiary shall be liable for payment of
cash due under the Plan with respect to any Participant to the extent that such benefits are attributable to the services rendered for that Subsidiary by the Participant. Any disputes relating to liability of a Subsidiary for cash payments shall be
resolved by the Committee. 
  
 5.8. Transferability. Except as otherwise provided
by the Committee, Awards under the Plan are not transferable except as designated by the Participant by will or by the laws of descent and distribution. 
  
 5.9. Form and Time of Elections. Unless otherwise specified herein, each election required or permitted to be made by any Participant or other person entitled to benefits
under the Plan, and any permitted modification, or revocation thereof, shall be in writing filed with the Committee at such times, in such form, and subject to such restrictions and limitations, not inconsistent with the terms of the Plan, as the
Committee shall require. 
  
 5.10. Agreement With Company. An Award under the Plan
shall be subject to such terms and conditions, not inconsistent with the Plan, as the Committee shall, in its sole discretion, prescribe. The terms and conditions of any Award to any Participant shall be reflected in such form of written (including
electronic) document as is determined by the Committee. A copy of such document shall be provided to the Participant, and the Committee may, but need not require that the Participant sign a copy of such document. Such document is referred to in the
Plan as an “Award Agreement” regardless of whether any Participant signature is required. 
  
 5.11. Action by Company or Subsidiary. Any action required or permitted to be taken by the Company or any Subsidiary shall be by resolution of its board of directors, or by action of one or more members of the board
(including a committee of the board) who are duly authorized to act for the board, or (except to the extent prohibited by applicable law or applicable rules of any stock exchange) by a duly authorized officer of such company. 
  

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 5.12. Gender and Number. Where the context admits, words in any gender shall include any other gender, words in the
singular shall include the plural and the plural shall include the singular. 
  
 5.13. Limitation of Implied Rights. 
  
 (a) Neither a
Participant nor any other person shall, by reason of participation in the Plan, acquire any right in or title to any assets, funds or property of the Company or any Subsidiary whatsoever, including, without limitation, any specific funds, assets, or
other property which the Company or any Subsidiary, in its sole discretion, may set aside in anticipation of a liability under the Plan. A Participant shall have only a contractual right to the Stock or amounts, if any, payable under the Plan,
unsecured by any assets of the Company or any Subsidiary, and nothing contained in the Plan shall constitute a guarantee that the assets of the Company or any Subsidiary shall be sufficient to pay any benefits to any person. 
  
 (b) The Plan does not constitute a contract of employment, and selection as a
Participant will not give any participating employee the right to be retained in the employ of the Company or any Subsidiary, nor any right or claim to any benefit under the Plan, unless such right or claim has specifically accrued under the terms
of the Plan. Except as otherwise provided in the Plan, no Award under the Plan shall confer upon the holder thereof any rights as a stockholder of the Company prior to the date on which the individual fulfills all conditions for receipt of such
rights. 
  
 5.14. Evidence. Evidence required of anyone under the Plan may be by
certificate, affidavit, document or other information which the person acting on it considers pertinent and reliable, and signed, made or presented by the proper party or parties. 
  
  
 SECTION 6 
  
 CHANGE IN CONTROL 
  
 Subject to the provisions of paragraph 5.2(f) (relating to the adjustment of shares), the
occurrence of a Change in Control shall have the effect, if any, with respect to any Award as set forth in the Award Agreement or, to the extent not prohibited by the Plan or the Award Agreement, as provided by the Committee. 
  

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 SECTION 7 
  
 COMMITTEE 
  
 7.1. Administration. The authority to control and manage the operation and administration of the Plan shall be vested in a committee (the “Committee”) in accordance with this Section 7. The Committee shall
be selected by the Board, and shall consist solely of two or more members of the Board. If the Committee does not exist, or for any other reason determined by the Board, and to the extent not prohibited by applicable law or the applicable rules of
any stock exchange, the Board may take any action under the Plan that would otherwise be the responsibility of the Committee. 
  
 7.2. Powers of Committee. The Committee’s administration of the Plan shall be subject to the following: 
  
 (a) Subject to the provisions of the Plan, the Committee will have the authority and discretion to select from among the
Eligible Individuals those persons who shall receive Awards, to determine the time or times of receipt, to determine the types of Awards and the number of shares covered by the Awards, to establish the terms, conditions, performance criteria,
restrictions, and other provisions of such Awards, and (subject to the restrictions imposed by Section 8) to amend, cancel, or suspend Awards. 
  
 (b) To the extent that the Committee determines that the restrictions imposed by the Plan preclude the achievement of the material purposes of the Awards
in jurisdictions outside the United States, the Committee will have the authority and discretion to modify those restrictions as the Committee determines to be necessary or appropriate to conform to applicable requirements or practices of
jurisdictions outside of the United States. 
  
 (c) The Committee
will have the authority and discretion to interpret the Plan, to establish, amend, and rescind any rules and regulations relating to the Plan, to determine the terms and provisions of any Award Agreement made pursuant to the Plan, and to make all
other determinations that may be necessary or advisable for the administration of the Plan. 
  
 (d) Any interpretation of the Plan by the Committee and any decision made by it under the Plan is final and binding on all persons. 
  
 (e) In controlling and managing the operation and administration of the Plan, the Committee shall take action in a manner
that conforms to the articles and by-laws of the Company, and applicable state corporate law. 
  
 7.3. Delegation by Committee. Except to the extent prohibited by applicable law or the applicable rules of a stock exchange, the Committee may allocate all or any portion of its responsibilities and powers to any one
or more of its members and may delegate all or 

  

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any part of its responsibilities and powers to any person or persons selected by it. Any such allocation or delegation may be revoked by the Committee at any
time. 
  
 7.4. Information to be Furnished to Committee. The Company and
Subsidiaries shall furnish the Committee with such data and information as it determines may be required for it to discharge its duties. The records of the Company and Subsidiaries as to an employee’s or Participant’s employment,
termination of employment, leave of absence, reemployment and compensation shall be conclusive on all persons unless determined to be incorrect. Participants and other persons entitled to benefits under the Plan must furnish the Committee such
evidence, data or information as the Committee considers desirable to carry out the terms of the Plan. 
  
  
 SECTION 8 
  
 AMENDMENT AND TERMINATION 
  
 The Board may, at any time, amend or terminate the Plan, and the Board or the Committee may amend any Award Agreement, provided that no amendment or termination may, in
the absence of written consent to the change by the affected Participant (or, if the Participant is not then living, the affected beneficiary), adversely affect the rights of any Participant or beneficiary under any Award granted under the Plan
prior to the date such amendment is adopted by the Board (or the Committee, if applicable); and further provided that adjustments pursuant to paragraph 5.2(f) shall not be subject to the foregoing limitations of this Section 8; and further provided
that the provisions of subsection 2.5 (relating to Option repricing) cannot be amended unless the amendment is approved by the Company’s stockholders. 
  
  
 SECTION 9 
  
 DEFINED TERMS 
  
 In addition to the other definitions contained herein, the following definitions shall apply: 
  
 (a) Award. The term “Award” means any award or benefit granted under the Plan, including, without limitation, the
grant of Options, SARs, Full Value Awards, and Cash Incentive Awards. 
  
 (b) Board. The term “Board” means the Board of Directors of the Company. 
  
 (c) Change in Control. For purposes of the Plan, the term “Change in Control” means the occurrence of the events described in any of paragraphs (i), (ii), (iii) or (iv) below: 
  

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 (i) Acquisition of Securities. The acquisition (disregarding any Excluded Acquisitions)
by any Person of ownership of any Voting Securities if, immediately after such acquisition, such Person has ownership of more than [twenty-five percent (25%)] of either the Outstanding Company Common Stock, or the combined voting power of the
Outstanding Company Voting Securities. 
  
 (ii)
Change in Board. Individuals who constitute the Incumbent Board cease for any reason to represent greater than 50% of the voting power of the members of the Board. 
  
 (iii) Corporate Transaction. Consummation of (A) a Corporate Transaction or (B) the sale or other
disposition of more than fifty percent (50%) of the operating assets of the Company (determined on a consolidated basis), but not including an Internal Reorganization. 
  
 (iv) Liquidation. Approval by the shareholders of the Company of a plan of complete liquidation or
dissolution of the Company. 
  
 (v) Definitions.
The terms used in the definition of “Change in Control” shall have the following meanings: 
  
 (A) The term “Company Plan” means an employee benefit plan (or related trust) sponsored or maintained by the Company or any
corporation controlled by the Company. 
  
 (B)
The term “Corporate Transaction” means any reorganization, merger, consolidation, or other business combination involving the Company. 
  
 (C) The following shall constitute “Excluded Acquisitions” of Stock or Voting Securities (whichever is applicable): 

 
 (I) Any acquisition of Stock or Voting Securities
(whichever is applicable) by a Company Plan. 
  
 (II) Any acquisition of Stock or Voting Securities (whichever is applicable) by an underwriter temporarily holding securities pursuant to an offering of such securities. 
  
 (III) Any acquisition of Stock or Voting Securities (whichever is applicable) by any Person pursuant to an
Internal Reorganization. 
  
 (IV) Any
acquisition of Stock or Voting Securities (whichever is applicable) directly from the Company (excluding any acquisition resulting from the 

  

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exercise of an exercise, conversion or exchange privilege unless the security being so exercised, converted or exchanged was acquired directly from the
Company). 
  
 (V) Any acquisition of Stock or
Voting Securities (whichever is applicable) by the Company. 
  
 (D) The members of the “Incumbent Board” shall mean the members of the Board of Directors as of the Effective Date of this Agreement and shall also mean any individual becoming a director after that date
whose election, or nomination for election by the Company shareholders, was approved by a vote of a least a majority of the directors then comprising the Incumbent Board; provided, however, that there shall be excluded for this purpose any such
individual whose initial assumption of office occurs as a result of an actual or publicly threatened election contest (as such terms are used in Rule 14a-11 promulgated under the Exchange Act) or other actual or publicly threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board. 
  
 (E) The term “Internal Reorganization” means a sale-leaseback or other arrangement resulting in the continued utilization of the assets being sold or otherwise transferred (or the operating products of such
assets) by the Company. The term “Internal Reorganization” also means a Corporate Transaction to which all of paragraphs (I), (II), and (III) below are applicable: 
  
 (I) All or substantially all of the individuals and entities who have ownership, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Corporate Transaction have ownership of more than fifty percent (50%) of, respectively, the then outstanding shares of common equity securities and
the combined voting power of the then outstanding Voting Securities entitled to vote generally in the election of directors, as the case may be, of the ultimate parent entity resulting from such Corporate Transaction (including, without limitation,
an entity which, as a result of such transaction, has ownership of the Company or all or substantially all of the assets of the Company either directly or through one or more subsidiaries) in substantially the same relative proportions as their
ownership, immediately prior to such Corporate Transaction, of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be. 
  
 (II) No Person (other than the Company, any Company Plan or related trust, the corporation resulting from
such Corporate Transaction, and any Person having ownership, immediately prior to such Corporate Transaction, directly or indirectly, of more than twenty-five percent (25%) of the Outstanding Company Common Stock or the Outstanding Company Voting
Securities, as the case may be) will have ownership of more than twenty-five percent (25%) of, respectively, the then outstanding common stock of the ultimate parent entity resulting from such Corporate Transaction or the combined voting power of
the then outstanding Voting Securities of such entity. 
  

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 (III) Individuals who were members of the Incumbent Board immediately prior to the
Corporate Transaction will constitute at least a majority of the members of the board of directors of the ultimate parent entity resulting from such Corporate Transaction. 
  
 (F) The term “Outstanding Company Common Stock” as of any date means the then outstanding shares
of common stock, of whatever class, of the Company. 
  
 (G) The term “Outstanding Company Voting Securities” as of any date means the then outstanding Voting Securities (which shall be counted based on the number of votes that may be cast per share). 
  
 (H) The term “ownership” means beneficial
ownership within the meaning of Rule 13d-3 promulgated under the Exchange Act. 
  
 (I) The term “Person” means an individual, entity or group as that term is used in Section 13(d)(3) or 14(d)(2) of the Exchange
Act. 
  
 (J) The term “Voting
Securities” as of any date means any of the outstanding securities of the Company entitled to vote generally in the election of the Company’s Board of Directors. 
  
 (d) Code. The term “Code” means the Internal Revenue Code of 1986, as amended. A reference to any provision of the
Code shall include reference to any successor provision of the Code. 
  
 (e) Eligible Individual. For purposes of the Plan, the term “Eligible Individual” means any employee of the Company or a Subsidiary, and any consultant, director, or other person providing services to the Company or a Subsidiary;
provided, however, that an incentive stock option may only be granted to an employee of the Company or a Subsidiary. An Award may be granted to an employee, in connection with hiring, retention or otherwise, prior to the date the employee first
performs services for the Company or the Subsidiaries, provided that such Awards shall not become vested prior to the date the employee first performs such services. 
  
 (f) Fair Market Value. Except as otherwise provided by the Committee, for purposes of determining the “Fair Market
Value” of a share of Stock as of any date, the following rules shall apply: 
  
 (i) If the principal market for the Stock is a national securities exchange or the Nasdaq stock market, then the “Fair Market
Value” as of that date shall be the mean between the lowest and highest reported sale prices of the Stock on that date on the principal exchange or market on which the Stock is then listed or admitted to trading. 
  
 (ii) If sale prices are not available or if the principal
market for the Stock is not a national securities exchange and the Stock is not quoted on the Nasdaq stock 

  

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market, then the “Fair Market Value” as of that date shall be the mean between the highest bid and lowest asked prices for the Stock on such day as
reported on the Nasdaq OTC Bulletin Board Service or by the National Quotation Bureau, Incorporated or a comparable service. 
  
 (iii) If the day is not a business day, and as a result, paragraphs (i) and (ii) above are inapplicable, the Fair Market Value of the
Stock shall be determined as of the next earlier business day. If paragraphs (i) and (ii) above are otherwise inapplicable, then the Fair Market Value of the Stock shall be determined in good faith by the Committee. 
  
 (g) Performance-Based Compensation. The term “Performance-Based
Compensation” shall have the meaning ascribed to it under Code section 162(m) and the regulations thereunder. 
  
 (h) Performance Measures. The “Performance Measures” shall be based on any one or more of the following Company, Subsidiary, operating unit or
division performance measures:                 ; or any combination thereof. Each goal may be expressed on an absolute and/or relative basis, may be based on or
otherwise employ comparisons based on internal targets, the past performance of the Company and/or the past or current performance of other companies, and in the case of earnings-based measures, may use or employ comparisons relating to capital,
stockholders equity and/or shares outstanding, investments or to assets or net assets. 
  
 (i) Subsidiary. For purposes of the Plan, the term “Subsidiary” means any corporation, partnership, joint venture or other entity during any period in which at least a fifty percent voting or profits
interest is owned, directly or indirectly, by the Company (or by any entity that is a successor to the Company), and any other business venture designated by the Committee in which the Company (or any entity that is a successor to the Company) has a
significant interest, as determined in the discretion of the Committee. 
  
 (j) Stock. The term “Stock” means shares of common stock of the Company. 
 Possible Performance
Measures 
  

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 These are alternatives for the definition of “Performance Measures.” 
  
 core earnings 
  
 earnings per share 
  
 growth in earnings 
  
 ratio of earnings to equity or assets 
  
 earnings
before income taxes and depreciation 
  
 earnings before interest, taxes,
depreciation and amortization (“EDITDA”) 
  
 operating earnings
(earnings before transaction-related expense) per diluted share of common stock, either before or after amortization of intangible assets (goodwill) 
  
 cash flow 
  
 return on total capital 
  
 return on assets

  
 total shareholder return 
  

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 return on equity 
  
 return on average common equity 
  
 return on average equity 
  
 return on average
assets 
  
 return on invested capital 
  
 economic value added 
  
 increase in surplus 
  
 reductions in operating expenses 
  
 increases in operating margins 
  
 net worth 
  
 asset quality 
  

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 efficiency ratio 
  
 loan origination 
  
 deposit growth 
  
 interest rate risk 

 
 net operating expense, either before or after amortization of intangible assets (goodwill)

  
 ratio of non-performing assets to total assets 
  
 customer service 
  
 regulatory compliance 
  
 cost reductions and savings 
  
 pre-tax operating income 
  
 productivity
improvements 
  

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