Exhibit
10.6


 


CDRV
INVESTORS, INC. 

STOCK INCENTIVE PLAN


 


Article I

Purpose


 


CDRV Investors, Inc. has
established this stock incentive plan to foster and promote its long-term
financial success.  Capitalized terms have the meaning given in Article
XI.


 


Article II

Powers of the Board


 


Section 2.1                           
Power to Grant
Awards.  The
Board shall select Employees to participate in the Plan.  The Board shall
also determine from time to time whether, and the terms under which, Eligible
Directors (or classes or categories of Eligible Directors) may receive Director
Share Awards.  The Board shall determine the terms of each Award,
consistent with the Plan.


 


Section 2.2                           
Administration.  The Board shall be responsible
for the administration of the Plan.  The Board may prescribe, amend and
rescind rules and regulations relating to the administration of the Plan,
provide for conditions and assurances it deems necessary or advisable to
protect the interests of the Company and make all other determinations
necessary or advisable for the administration and interpretation of the
Plan.  Any authority exercised by the Board under the Plan shall be
exercised by the Board in its sole discretion.  Determinations, interpretations
or other actions made or taken by the Board under the Plan shall be final,
binding and conclusive for all purposes and upon all persons.


 


Section 2.3                           
Delegation by the
Board.  All
of the powers, duties and responsibilities of the Board specified in this Plan
may be exercised and performed by any duly constituted committee thereof to the
extent authorized by the Board to exercise and perform such powers, duties and
responsibilities, and any determination, interpretation or other action taken
by such committee shall have the same effect hereunder as if made or taken by
the Board.


 

















 


Article III

Shares Subject to Plan


 


Section 3.1                           
Number.  The maximum number of shares of
Common Stock that may be issued under the Plan or be subject to Awards may not
exceed 1,300,000 shares, provided that immediately following the initial
offering and grant of Awards hereunder such number shall automatically be
reduced by (x) the number of shares of Common Stock covered by Awards
offered but not granted under the Plan in the initial offering and grant of
Awards hereunder minus (y) 50,000 shares.  The shares of
Common Stock to be delivered under the Plan may consist, in whole or in part,
of treasury Common Stock or authorized but unissued Common Stock that is not
reserved for any other purpose.


 


Section 3.2                           
Canceled,
Terminated or Forfeited Awards.  If any Award or portion thereof is for any
reason forfeited, canceled or otherwise terminated without exercise, the shares
of Common Stock subject to such Award or portion thereof shall again be
available for grant under the Plan.


 


Section 3.3                           
Adjustment in
Capitalization. 
The number of shares of Common Stock available for issuance under the Plan and
the number, class, exercise price or other terms of any outstanding Award may
be adjusted by the Board if it shall deem such an adjustment necessary or
appropriate to reflect any Common Stock dividend, stock split or share combination
or any recapitalization, merger, consolidation, exchange of shares, liquidation
or dissolution of the Company or other similar transaction affecting the Common
Stock.


 


Article IV

Stock Purchase


 


Section 4.1                           
Awards and Administration.  The Board may offer and sell
shares of Common Stock to Participants at such time or times as it shall
determine, the terms of which shall be set forth in a Subscription Agreement.


 


Section 4.2                           
Minimum Purchase
Price. 
Unless otherwise determined by the Board, the purchase price for any shares of
Common Stock to be offered and sold pursuant to this Article IV shall not be
less than the Fair Market Value on the Grant Date.


 


Section 4.3                           
Payment.  Unless otherwise determined by
the Board, the purchase price with respect to shares of Common Stock offered
and sold pursuant to this Article IV shall be paid in cash or other readily
available funds


 


2

















 


simultaneously with the closing of the purchase of
such Common Stock.  The Board may authorize the Company or one or more of
its Subsidiaries to guarantee indebtedness incurred by a Participant in
connection with a purchase of shares pursuant to this Article IV, on such terms
as the Board shall determine.


 


Article V

Terms of Options


 


Section 5.1                           
Grant of Options.  The Board may grant Options to
Participants at such time or times as it shall determine.  Options granted
pursuant to the Plan will not be “incentive stock options” as defined in the
Code unless otherwise determined by the Board.  Each Option granted to a
Participant shall be evidenced by an Option Agreement that shall specify the
number of shares of Common Stock that may be purchased pursuant to such Option,
the exercise price at which a share of Common Stock may be purchased pursuant
to such Option, the duration of such Option (not to exceed the tenth
anniversary of the Grant Date), and such other terms as the Board shall
determine.


 


Section 5.2                           
Exercise Price.  The exercise price per share of
Common Stock to be purchased upon exercise of an Option shall not be less than
the Fair Market Value on the Grant Date.


 


Section 5.3                           
Vesting and
Exercise of Options. 
Options shall become vested or exercisable in accordance with the vesting
schedule or upon the attainment of such performance criteria as shall be
specified by the Board on or before the Grant Date.  Unless otherwise
determined by the Board or before on the Grant Date, one-fifth of the Options
shall vest and become exercisable on each of the first, second, third, fourth
and fifth anniversaries of the Grant Date.  The Board may accelerate the
vesting or exercisability of any Option, all Options or any class of Options at
any time and from time to time.


 


Section 5.4                           
Payment.  The Board shall establish
procedures governing the exercise of Options, which procedures shall generally
require that prior written notice of exercise be given and that the exercise
price (together with any required withholding taxes or other similar taxes,
charges or fees) be paid in full in cash, cash equivalents or other
readily-available funds at the time of exercise.  Notwithstanding the
foregoing, on such terms as may be the Board may establish from time to time
following a Public Offering (i) the Board may permit a Participant to
tender shares of Common Stock such Participant has owned for all or a portion of
the applicable exercise price or minimum required withholding taxes and (ii)
the Board may authorize the Company to establish a broker-assisted


 


3

















 


exercise program.  In connection with any Option
exercise, the Company may require the Participant to furnish or execute such
other documents as it shall reasonably deem necessary to (a) evidence
such exercise, (b) determine whether registration is then required under
the U.S. federal securities laws or similar non-U.S. laws or (c) comply
with or satisfy the requirements of the U.S. federal securities laws,
applicable state or non-U.S. securities laws or any other law.  As a
condition to the exercise of any Option before a Public Offering, a Participant
shall enter into a Subscription Agreement.


 


Article VI

Termination of Employment


 


Section 6.1                           
Expiration of
Options Following Termination of Employment.  Unless otherwise determined by the Board
before or after the Grant Date, if a Participant’s employment with the Company
and its Subsidiaries terminates, such Participant’s Options shall be treated as
follows:


 


(a)                       
if such employment
terminates by reason of the Participant’s death or Disability (each, a “Special
Termination”), any Options held by the Participant shall immediately vest
in full;


 


(b)                      
in the case of any
termination other than a Special Termination, any unvested Options shall
terminate effective as of such termination of employment;


 


(c)                       
except in the case of
a termination for Cause, vested Options (including any options that vest
pursuant to Section 6.1(a) above) shall remain exercisable through the earliest
of (i) the normal expiration date, (ii) 60 days after the
Participant’s termination of employment (180 days in the case of a Special
Termination or a retirement at normal retirement age or later) and (iii)
any cancellation pursuant to Section 7.1; and


 


(d)                      
in the case of a
termination for Cause, any and all Options held by such Participant (whether or
not then vested or exercisable) shall terminate immediately upon such
termination of employment.


 


Section 6.2                           
Certain Rights
upon Termination of Employment Prior to a Public Offering.  Each Subscription Agreement and
Option Agreement shall provide that the Company and the CD&R Fund shall
have successive rights prior to a Public Offering to purchase all or any
portion of a Participant’s shares of Common Stock and vested Options upon any
termination of employment, at a


 


4

















 


purchase price per share equal to the Fair Market as
of the effective date of such termination of employment (or, if the
Participant’s employment qualifies as a termination for Cause, for a purchase
price per share equal to the lesser of (i) such Fair Market Value and (ii)
such Participant’s per share purchase price), minus any applicable
exercise price.  The Board may provide in a Subscription Agreement that
following a Participant’s Special Termination, retirement at or after normal
retirement age or termination of employment by the Company or its Subsidiaries
without Cause in each case prior to a Public Offering, such Participant may
require the Company to repurchase all (but not less than all) of such
Participant’s shares of Common Stock (but excluding any shares acquired on
exercise of an Option), at a purchase price per share equal to the Fair Market
Value on the date of the Participant’s termination of employment, subject to
the Company having the ability to do so under the terms of its financing
arrangements and under Delaware law.


 


Article VII

Change in Control


 


Section 7.1                           
Accelerated
Vesting and Payment. 
Except as otherwise provided in this Article VII, and unless otherwise provided
in the Award Agreement, upon a Change in Control each Option, whether vested or
unvested, shall be canceled in exchange for a payment in an amount equal to the
excess, if any, of the Change in Control Price over the exercise price for such
Option.


 


Section 7.2                           
Alternative
Options.  No
cancellation, acceleration or other payment shall occur with respect to any
Option if the Board reasonably determines in good faith, prior to the
occurrence of a Change in Control, that such Option shall be honored or
assumed, or new rights substituted therefor following the Change in Control
(such honored, assumed or substituted award, an “Alternative Award”), provided
that any Alternative Award must:


 


(a)                       
give the Participant
who held such Option rights and entitlements substantially equivalent to or
better than the rights and terms applicable under such Option, including, but
not limited to, an identical or better exercise and vesting schedule, identical
or better timing and methods of payment and, if the Alternative Award or the
securities underlying it are not publicly-traded, identical or better rights
following a termination of employment to require the Company or the acquiror in
such Change in Control to repurchase the Alternative Award or securities
underlying such Alternative Award; and


 


5

















 


(b)                      
have terms such that
if, within two years following a Change in Control, a Participant’s employment
is involuntarily or constructively terminated or terminates as a result of his
or her death, Disability or retirement at or after normal retirement age, such
Alternative Award shall immediately vest in full and such Participant shall
receive a cash payment equal to the excess (if any) of the fair market value of
the stock subject to the Alternative Award on the date of surrender over the
price that such Participant would be required to pay to exercise such
Alternative Award or shall have an immediate right to exercise such Alternative
Award and receive shares that are then publicly-traded.


 


Section 7.3                           
Limitation of
Benefits. 
If, whether as a result of accelerated vesting, the grant of an Alternative
Award or otherwise, a Participant would receive any payment, deemed payment or
other benefit as a result of the operation of Section 7.1 or Section 7.2 that,
together with any other payment, deemed payment or other benefit a Participant
may receive under any other plan, program, policy or arrangement, would
constitute an “excess parachute payment” under section 280G of the Code, then,
notwithstanding anything in this Plan to the contrary, the payments, deemed
payments or other benefits such Participant would otherwise receive under this
Section 7.1 or Section 7.2 shall be reduced to the extent necessary to
eliminate any such excess parachute payment and such Participant shall have no
further rights or claims with respect thereto.  If the preceding sentence
would result in a reduction of the payments, deemed payments or other benefits
a Participant would otherwise receive in more than an immaterial amount, the
Company will use its commercially reasonable best efforts to seek the approval
of the Company’s shareholders in the manner provided for in section 280G(b)(5)
of the Code and the regulations thereunder with respect to such reduced
payments or other benefits (if the Company is eligible to do so), so that such
payments would not be treated as “parachute payments” for these purposes (and
therefore would cease to be subject to reduction pursuant to this Section 7.3).


 


Article VIII

Director Share Awards


 


The Board may provide for
the grant of Director Share Awards to Eligible Directors (or categories or
classes of Eligible Directors) on such terms as the Board shall determine from
time to time, including as part of the retainer or other fees payable to an
Eligible Director, or as part of an arrangement that permits the deferral of
payment of such fees, on a mandatory or elective basis, into the right to
receive shares of Common Stock and distributions thereon in the future or a
cash payment measured by reference to the value therof.


 


6

















 


Article IX

Authority to Vary Terms or Establish Local Jurisdiction Plans


 


The Board may vary the
terms of Awards under the Plan, or establish sub-plans under this Plan to
authorize the grant of awards that have additional or different terms or
features than those otherwise provided for in the Plan, if and to the extent
the Board determines necessary or appropriate to permit the grant of awards
that are best suited to further the purposes of the Plan and to comply with
applicable securities laws in a particular jurisdiction or provide terms
appropriately suited for Employees in such jurisdiction in light of the tax
laws of such jurisdiction while being as consistent as otherwise possible with
the terms of Awards under the Plan; provided that this Article IX shall
not be deemed to authorize any increase the number of shares of Common Stock
available for issuance under the Plan set forth in Section 3.1.


 


Article X

Amendment, Modification, and Termination of the Plan


 


The Board may terminate
or suspend the Plan at any time, and may amend or modify the Plan from time to
time.  No amendment, modification, termination or suspension of the Plan
shall in any manner adversely affect any Award theretofore granted under the
Plan without the consent of the Participant holding such Award or the consent
of a majority of Participants holding similar Awards (such majority to be
determined based on the number of shares covered by such Awards). 
Shareholder approval of any such amendment, modification, termination or
suspension shall be obtained to the extent mandated by applicable law, or if
otherwise deemed appropriate by the Board.


 


Article XI

Definitions


 


Section 11.1                     
Definitions.  Whenever used herein, the
following terms shall have the respective meanings set forth below:


 


“Affiliate” shall mean, with respect to any
Person, any other Person directly or indirectly controlling, controlled by or
under common control with such first Person; provided that a director,
member of management or other Employee of the Company or any of its
Subsidiaries shall not be deemed to be an Affiliate of the CD&R Fund. 
For these purposes, “control” (including the terms “controlled by” and “under
common control


 


7

















 


with”) means the possession, directly or indirectly,
of the power to direct or cause the direction of the management policies of a
Person by reason of ownership of voting securities, by contract or otherwise.


 


“Alternative Award” has the meaning given in
Section 7.2.


 


“Award” shall mean an Option, or Director Share
Award or an offer and sale of shares of Common Stock pursuant to Article IV, in
each case granted pursuant to the terms of the Plan.


 


“Award Agreement” means a Subscription
Agreement, an Option Agreement or any other agreement evidencing an Award.


 


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


 


“CD&R Fund” means The Clayton, Dubilier
& Rice Private Equity Fund VI Limited Partnership, a Cayman Islands limited
partnership, and any successor investment vehicle managed by Clayton, Dubilier
& Rice, Inc., a Delaware corporation.


 


“Cause” means, unless otherwise provided in the
Award Agreement, any of the following:  (i) the Participant’s
commission of a crime involving fraud, theft, false statements or other similar
acts or commission of any crime that is a felony (or a comparable
classification in a jurisdiction that does not use these terms); (ii)
the Participant’s engaging in any conduct that constitutes an employment
disqualification under applicable law; (iii) the Participant’s willful
or grossly negligent failure to perform his or her employment-related duties
for the Company and its Subsidiaries; (iv) the Participant’s material
violation of any Company policy as in effect from time to time; (v) the
Participant’s engaging in any act or making any statement that impairs,
impugns, denigrates, disparages or negatively reflects upon the name,
reputation or business interests of the Company or its Subsidiaries; (vi)
the Participant’s material breach of any Award Agreement, employment agreement,
or noncompetition, nondisclosure or nonsolicitation agreement to which the
Participant is a party or by which the Participant is bound or (vii) the
Participant’s engaging in any conduct injurious or detrimental to the Company
or its any of its Subsidiaries. The determination as to whether “Cause” has
occurred shall be made by the Board, which shall have the authority to waive
the consequences under the Plan of the existence or occurrence of any of the
events, acts or omissions constituting “Cause.”  A termination for Cause
shall be deemed to include a determination following a Participant’s
termination of employment for any


 


8

















 


reason that the circumstances existing prior to such
termination for the Company or one of its Subsidiaries to have terminated such
Participants employment for Cause.


 


“Change in Control” means the first to occur of
the following events after the Effective Date:


 


(i)  the acquisition by any person, entity or
“group” (as defined in Section 13(d) of the Securities Exchange Act of 1934, as
amended) of 50% or more of the combined voting power of the Company’s then
outstanding voting securities, other than any such acquisition by the Company,
any of its Subsidiaries, any employee benefit plan of the Company or any of its
Subsidiaries, the CD&R Fund or any of its co-investors in connection with
the CD&R Fund’s investment in the Company, or any Affiliates of the
foregoing;


 


(ii)  the merger, consolidation or other similar
transaction involving the Company, as a result of which persons who were
stockholders of the Company immediately prior to such merger, consolidation, or
other similar transaction do not, immediately thereafter, own, directly or
indirectly, more than 50% of the combined voting power entitled to vote
generally in the election of directors of the merged or consolidated company;


 


(iii)  within any 24-month period, the persons
who were directors of the Company at the beginning of such period (the “Incumbent
Directors”) shall cease to constitute at least a majority of the Board, provided
that any director elected or nominated for election, to the Board, by a
majority of the Incumbent Directors then still in office shall be deemed to be
an Incumbent Director for purposes of this clause (iii); or


 


(iv)  the sale, transfer or other disposition of
all or substantially all of the assets of the Company to one or more persons or
entities that are not, immediately


 


9

















 


prior to such sale, transfer or other disposition,
Affiliates of  the Company.


 


Notwithstanding the foregoing, a Public Offering shall
not constitute a Change in Control.


 


“Change in Control Price” means the price per
share of Common Stock offered in conjunction with any transaction resulting in
a Change in Control.  If any part of the offered price is payable other
than in cash, the Change in Control price shall be determined in good faith by
the Board as constituted immediately prior to the Change in Control.


 


“Code” means the United States Internal Revenue
Code of 1986, as amended, and any successor thereto.


 


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


 


“Company” means CDRV Investors, Inc., a
Delaware corporation, and any successor thereto.


 


“Director Share Award” means an award pursuant
to Article VIII to an Eligible Director of Common Stock, a right to receive
Common Stock or a payment measured by reference thereto and distributions
thereon.


 


“Disability” means, unless otherwise provided
in an Award Agreement, a Participant’s long-term disability within the meaning
of the long-term disability insurance plan or program of the Company or
Subsidiary of the Company then covering the Participant, or in the absence of
such a plan or program, as determined by the Board.  The Board’s reasoned
and good faith judgment of Disability shall be final and shall be based on such
competent medical evidence as shall be presented to it by the Participant or by
any physician or group of physicians or other competent medical expert employed
by the Participant or the Company to advise the Board.


 


“Eligible Director” means a member of the Board
other than an employee or officer of the Company or any of its Subsidiaries.


 


“Employee” means any executive, officer or
other employee of the Company or any Subsidiary.


 


10

















 


“Fair Market Value” means, as of any date of
determination prior to a Public Offering, the per share fair market value on
such date of a share of Common Stock as determined in good faith by the
Board.  In making a determination of Fair Market Value, the Board shall
give due consideration to such factors as it deems appropriate, including, but
not limited to, the earnings and other financial and operating information of
the Company in recent periods, the potential value of the Company as a whole,
the future prospects of the Company and the industries in which it competes,
the history and management of the Company, the general condition of the
securities markets, the fair market value of securities of companies engaged in
businesses similar to those of the Company, and any recent valuation of the
Common Stock that shall have been performed by an independent valuation firm
(although nothing herein shall obligate the Board to obtain any such
independent valuation).  Unless otherwise determined by the Board or
provided in an Award Agreement, any determination of Fair Market Value as of
the end of any fiscal year shall continue to apply throughout the next
succeeding fiscal year.  The determination of Fair Market Value will not
give effect to any restrictions on transfer of the Common Stock or take into
account any control premium, but shall be determined taking into account the
fact that such shares would represent a minority interest in the Company and
are illiquid.  Initially, the Fair Market Value shall be $100.00 per
share, which is the price paid by the CD&R Fund and its co-investors in connection
with their initial investment in the Company.  Following a Public
Offering, “Fair Market Value” shall mean, as of any date of determination, the
mid-point between the high and the low trading prices for such date per share
of Common Stock as reported on the principal stock exchange on which the shares
of Common Stock are then listed.


 


“Grant Date” means, with respect to any Award,
the date as of which such Award is granted pursuant to the Plan.


 


“Option” means the right granted pursuant to
the Plan to purchase one share of Common Stock.


 


“Option Agreement” means an agreement between
the Company and a Participant embodying the terms of any Options granted
pursuant to the Plan and in the form approved by the Board from time to time
for such purpose.


 


“Participant” means any Employee or Eligible
Director who is granted an Award.


 


11

















 


“Person” means any natural person, firm,
partnership, limited liability company, association, corporation, company,
trust, business trust, governmental authority or other entity.


 


“Plan” means this CDRV Investors, Inc. Stock
Incentive Plan.


 


“Public Offering” means the first day as of
which (i) sales of Common Stock are made to the public in the United
States pursuant to an underwritten public offering of the Common Stock led by
one or more underwriters at least one of which is an underwriter of nationally
recognized standing or (ii) the Board has determined that shares of the
Common Stock otherwise have become publicly-traded for this purpose.


 


“Special Termination” has the meaning given in
Section 6.1.


 


“Subscription Agreement” means a stock
subscription agreement between the Company and a Participant embodying the
terms of any stock purchase made pursuant to the Plan and in the form approved
by the Board from time to time for such purpose.


 


“Subsidiary” means any corporation limited
liability company or other entity, a majority of whose outstanding voting
securities is owned, directly or indirectly, by the Company.


 


Section 11.2                               
Gender and Number.  Except when otherwise indicated
by the context, words in the masculine gender used in the Plan shall include
the feminine gender, the singular shall include the plural, and the plural
shall include the singular.


 


Article XII

Miscellaneous Provisions


 


Section 12.1                               
Nontransferability
of Awards. 
Except as otherwise provided herein or as the Board may permit on such terms as
it shall determine, no Awards granted under the Plan may be sold, transferred,
pledged, assigned, hedged, encumbered or otherwise alienated or hypothecated,
other than by will or by the laws of descent and distribution.  All rights
with respect to Awards granted to a Participant under the Plan shall be exercisable
during the Participant’s life-time by such Participant only (or, in the event
of the Participant’s Disability, such Participant’s legal
representative).  Following a Participant’s death, all rights with respect
to Awards that were outstanding at the time of such Participant’s death and


 


12

















 


have not terminated shall be exercised by his
designated beneficiary or by his estate in the absence of a designated
beneficiary.


 


Section 12.2                               
Tax Withholding.  The Company or the Subsidiary
employing a Participant shall have the power to withhold, or to require such
Participant to remit to the Company or such Subsidiary, an amount sufficient to
satisfy all U.S. federal, state, local and any non-U.S. withholding tax or
other governmental tax, charge or fee requirements in respect of any Award
granted under the Plan.


 


Section 12.3                               
Beneficiary
Designation. 
Pursuant to such rules and procedures as the Board may from time to time
establish, a Participant may name beneficiary or beneficiaries (who may be
named contingently or successively) by whom any right under the Plan is to be
exercised in case of such Participant’s death.  Each designation will
revoke all prior designations by the same Participant, shall be in a form
reasonably prescribed by the Board, and will be effective only when filed by
the Participant in writing with the Board during his lifetime.


 


Section 12.4                               
Delivery of
Financial Statements to Participants.  Each year the Company will provide the
Company’s annual financial statements to the Participants.


 


Section 12.5                               
Limitation on
Number of Outstanding Options.  At no time shall the total number of shares of
Common Stock issuable upon exercise of all outstanding Options and the total
number of shares of Common Stock provided for under any bonus or similar plan
or agreement of the Company exceed 30%. as calculated in accordance with the
conditions and exclusions of California Code of Regulations, Title 10, Ch. 3,
Section 260.140.45, of the securities outstanding at the time the calculation
is made.


 


Section 12.6                               
No Guarantee of
Employment or Participation.  Nothing in the Plan or in any agreement
granted hereunder shall interfere with or limit in any way the right of the
Company or any Subsidiary to terminate any Participant’s employment or
retention at any time, or confer upon any Participant any right to continue in
the employ or retention of the Company or any Subsidiary.  No Employee or
Eligible Director shall have a right to be selected as a Participant or, having
been so selected, to receive any Awards.


 


Section 12.7                               
No Limitation on
Compensation; No Impact on Benefits.  Nothing in the Plan shall be construed to
limit the right of the Company or any Subsidiary to establish other plans or to
pay compensation to its Employees or Eligible Directors, in cash or property,
in a manner that is not expressly authorized under the Plan.  Except as
may otherwise be specifically and unequivocally stated


 


13

















 


under any employee benefit plan, policy or program, no
amount payable in respect of any Award shall be treated as compensation for
purposes of calculating a Participant’s rights under any such plan, policy or
program.  The selection of an Employee as a Participant shall neither
entitle such Employee to, nor disqualify such Employee from, participation in
any other award or incentive plan.


 


Section 12.8                               
Requirements of
Law.  The
granting of Awards and the issuance of shares of Common Stock pursuant to the
Plan shall be subject to all applicable laws, rules and regulations, and to
such approvals by any governmental agencies or national securities exchanges as
may be required.  No Awards shall be granted under the Plan, and no shares
of Common Stock shall be issued under the Plan, if such grant or issuance would
result in a violation of applicable law, including U.S. federal securities laws
and any applicable state or non-U.S. securities laws.


 


Section 12.9                               
Freedom of Action.  Nothing in the Plan or any Award
Agreement evidencing an Award shall be construed as limiting or preventing the
Company or any Subsidiary from taking any action that it deems appropriate or
in its best interest (as determined in its sole and absolute discretion) and no
Participant (or person claiming by or through a Participant) shall have any
right relating to the diminishment in the value of any Award as a result of any
such action.


 


Section 12.10                         
Unfunded Plan;
Plan Not Subject to ERISA.  The plan is an unfunded plan and Participants shall have the
status of unsecured creditors of the Company.  The Plan is not intended to
be subject to the Employee Retirement Income and Security Act of 1974, as
amended.


 


Section 12.11                         
Term of Plan.  The Plan shall be effective as of
the date specified by the Board and shall continue in effect, unless sooner
terminated pursuant to Article X, until the tenth anniversary of such date, the
provisions of the Plan shall continue thereafter to govern all outstanding Awards.


 


Section 12.12                         
No Voting Rights.  Except as otherwise required by
law, no Participant holding any Awards granted under the Plan shall have any
right in respect of such Awards to vote on any matter submitted to the
Company’s stockholders until such time as the shares of Common Stock underlying
such Awards have been issued.


 


Section 12.13                         
Governing Law.  The Plan, and all agreements
hereunder, shall be governed by and construed in accordance with the law of the
State of New York regardless of the application of rules of conflict of law
that would apply the


 


14

















 


laws of any other jurisdiction, except to the extent
that the corporate law of the State of Delaware specifically and mandatorily
applies.


 


 


Effective Date: May 27, 2004


 


15