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Exhibit 10.15    
    


 
 

K&F PARENT, INC.    
    
    2004 STOCK INCENTIVE PLAN


        Section 1.
PURPOSE OF PLAN 


        The
purpose of this 2004 Stock Incentive Plan ("Plan") of K&F Parent, Inc., a Delaware corporation (the "Company"), is to enable the Company to attract, retain and motivate
(i) its employees, non-employee directors, independent contractors and consultants, (ii) members of the Advisory Committee (the "Advisors") of Aurora Capital Partners III
L.P., a Delaware limited partnership, and Aurora Capital Partners II L.P., a Delaware limited partnership (collectively with Aurora Capital Partners III L.P. "ACP") and (iii) employees of ACP
(the "ACP Employees") by providing for or increasing the proprietary interests of such employees, non-employee directors, independent contractors, consultants, Advisors and ACP Employees
in the Company. 


        Section 2.
PERSONS ELIGIBLE UNDER PLAN 



        Any
Advisor, ACP Employee or employee, non-employee director, independent contractor or consultant of the Company or any of its subsidiaries (each, a "Participant"), shall be
eligible to be considered for the grant of Awards (as hereinafter defined) hereunder. 


        Section 3.
AWARDS 


        (a)   Subject
to Section 3(b), the Committee (as hereinafter defined), on behalf of the Company, is authorized under this Plan to enter into any type of arrangement
with a Participant that is not inconsistent with the provisions of this Plan and that, by its terms, involves or might involve the issuance of (i) shares of the Common Stock, par value $0.01,
of the Company (the "Common Shares") or (ii) a Derivative Security (as such term is defined in Rule 16a-1 promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"), as such rule may be amended from time to time) with an exercise or conversion privilege at a price related to the Common Shares or with a value derived from the value of the
Common Shares. The entering into of any such arrangement is referred to herein as the "grant" of an "Award." 


        (b)   Awards
are not restricted to any specified form or structure and may include, without limitation, sales or bonuses of stock, restricted stock, stock options, reload
stock options, stock purchase warrants, other rights to acquire stock, securities convertible into or redeemable for stock, stock appreciation rights, phantom stock, dividend equivalents, performance
units or performance shares, and an Award may consist of one such security or benefit, or two or more of them in tandem or in the alternative. 


        (c)   Awards
may be issued, and Common Shares may be issued pursuant to an Award, for any lawful consideration as determined by the Committee, including, without limitation,
services rendered by the recipient of such Award. 


        (d)   Subject
to the provisions of this Plan, the Committee, in its sole and absolute discretion, shall determine all of the terms and conditions of each Award granted under
this Plan, which terms and conditions may include, among other things: 



          (i)  a
provision permitting the recipient of such Award, including any recipient who is a director or officer of the Company, to pay the purchase price of the Common Shares
or other property issuable pursuant to such Award, or such recipient's tax withholding obligation with respect to such issuance, in whole or in part, by any one or more of the following: 



        (A)  the
delivery of cash; 


        (B)  the
delivery of other property deemed acceptable by the Committee; 









 





        (C)  the
delivery of previously owned shares of capital stock of the Company (including "pyramiding") or other property; 


        (D)  a
reduction in the amount of Common Shares or other property otherwise issuable pursuant to such Award (such reduction to be valued on the basis of the aggregate Fair
Market Value, on the date of exercise, of the additional Common Shares that would have been delivered to the Participant upon exercise of the Award), provided that the Company is not then prohibited
from purchasing or acquiring Common Shares; or 


        (E)  the
delivery of a promissory note of the recipient or of a third party, the terms and conditions of which shall be determined by the Committee. 




         (ii)  provisions
specifying the exercise or settlement price for any option, stock appreciation right or similar Award, or specifying the method by which such price is
determined, provided that the exercise or settlement price of any option, stock appreciation right or similar Award that is intended to qualify as "performance based compensation" for purposes of
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code") shall be not less than the Fair Market Value of a Common Share on the date such Award is granted; 


        (iii)  provisions
relating to the exercisability and/or vesting of Awards, lapse and non-lapse restrictions upon the Common Shares obtained or obtainable under
Awards or under the Plan and the termination, expiration and/or forfeiture of Awards; 


        (iv)  a
provision conditioning or accelerating the receipt of benefits pursuant to such Award, either automatically or in the discretion of the Committee, upon the occurrence
of specified events, including, without limitation, a change of control of the Company (as defined by the Committee), an acquisition of a specified percentage of the voting power of the Company, the
dissolution or liquidation of the Company, the financial performance of the Company, a sale of substantially all of the property and assets of the Company or an event of the type described in
Section 7 hereof; 


         (v)  a
provision required in order for such Award to qualify (A) as an incentive stock option under Section 422 of the Code (an "Incentive Stock Option"),
(B) as "performance based compensation" under Section 162(m) of the Code, and/or (C) for an exemption from Section 16 of the Exchange Act; or 


        (vi)  provisions
restricting the transferability of Awards or Common Shares issued under Awards. 




        (e)   For
purposes of any Award under this Plan, unless provided otherwise in the grant of such Award, the "Fair Market Value" of a Common Share or other security on any date
(the "Determination Date") shall be equal to the closing price per Common Share or unit of such other security on the business day immediately preceding the Determination Date, as reported in The Wall
Street Journal, Western Edition, or, if no closing price was so reported for such immediately preceding business day, the closing price for the next preceding business day for which a closing price
was so reported, or, if no closing price was so reported for any of the 30 business days immediately preceding the Determination Date, the average of the high bid and low asked prices per Common Share
or unit of such other security on the business day immediately preceding the Determination Date in the over-the-counter market, as reported by the National Association of
Securities Dealers, Inc. Automated Quotations System or such other system then in use, or, if the Common Shares or such other security were not quoted by any such organization on such
immediately preceding business day, the average of the closing bid and asked prices on such day as furnished by a professional market maker making a market in the Common Shares or such other security
selected by the Board of Directors of the Company (the "Board"), or, if no such market was made in the Common Shares or such other security, the value of a Common Share or such other security as
determined by the Board in its sole discretion. 


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The
Fair Market Value of a Common Share as of the effective date of this Plan as provided in Section 9 hereof is $1,000.00. 


        Section 4.
STOCK SUBJECT TO PLAN 


        (a)   The
aggregate number of Common Shares that may be issued pursuant to all Incentive Stock Options granted under this Plan shall not exceed 3,500, subject to adjustment as
provided in Section 7 hereof. 


        (b)   At
any time, the aggregate number of Common Shares issued and issuable pursuant to all Awards (including all Incentive Stock Options) granted under this Plan shall not
exceed 5,900, subject to adjustment as provided in Section 7 hereof. 


        (c)   For
purposes of Section 4(b) hereof, the aggregate number of Common Shares issued and issuable pursuant to Awards granted under this Plan shall at any time be
deemed to be equal to the sum of the following: 



          (i)  the
number of Common Shares that were issued prior to such time pursuant to Awards granted under this Plan, other than Common Shares that were subsequently reacquired
by the Company
pursuant to the terms and conditions of such Awards and with respect to which the holder thereof received no benefits of ownership such as dividends; plus 


         (ii)  the
number of Common Shares that were otherwise issuable prior to such time pursuant to Awards granted under this Plan, but that were withheld by the Company as payment
of the purchase price of the Common Shares issued pursuant to such Awards or as payment of the recipient's tax withholding obligation with respect to such issuance; plus 



        (iii)  the
maximum number of Common Shares that are or may be issuable at or after such time pursuant to Awards granted under this Plan prior to such time. 




        Section 5.
DURATION OF PLAN 


        No
Awards shall be made under this Plan after November 18, 2014. Although Common Shares may be issued after November 18, 2014 pursuant to Awards made prior to such date, no
Common Shares shall be issued under this Plan after November 18, 2024. 


        Section 6.
ADMINISTRATION OF PLAN 


        (a)   This
Plan shall be administered by a committee (the "Committee") of the Board, which Committee shall initially consist of the entire Board. In the event that the Company
becomes "publicly held" within the meaning of § 162(m) of the Code, then the Committee shall consist of two or more directors, each of whom: (i) is a "non-employee
director" (as such term is defined in Rule 16b-3 promulgated under the Exchange Act, as such Rule may be amended from time to time), and (ii) is an "outside director" within
the meaning of Section 162(m) of the Code. 



        (b)   Subject
to the provisions of this Plan, the Committee shall be authorized and empowered to do all things necessary or desirable in connection with the administration of
this Plan, including, without limitation, the following: 



          (i)  adopt,
amend and rescind rules and regulations relating to this Plan; 


         (ii)  determine
which persons are eligible to participate in the Plan and to which of such persons, if any, Awards shall be granted hereunder; 



        (iii)  grant
Awards to Participants and determine the terms and conditions thereof, including the number of Common Shares issuable pursuant thereto; 


        (iv)  determine
whether, and the extent to which adjustments are required pursuant to Section 7 hereof; and 



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         (v)  interpret
and construe this Plan and the terms and conditions of any Award granted hereunder. 




        Section 7.
ADJUSTMENTS 


        If
the outstanding securities of the class then subject to this Plan are increased, decreased or exchanged for or converted into cash, property or a different number or kind of
securities, or if cash, property or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, consolidation, recapitalization,
restructuring, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split or the like, or if substantially all of the property
and assets of the Company are sold, then the Committee shall make appropriate and proportionate adjustments in (a) the number and type of shares or other securities or cash or other property
that may be acquired pursuant to Incentive Stock Options and other Awards theretofore granted under this Plan, (b) the maximum number and type of shares or other securities that may be issued
pursuant to Incentive Stock Options and other Awards thereafter granted under this Plan, and (c) the minimum option exercise price set forth in Section 3(d)(ii). 


        Section 8.
AMENDMENT AND TERMINATION OF PLAN 


        The
Board may amend or terminate this Plan at any time and in any manner, provided, however, that no such amendment or termination shall
deprive the recipient of any Award theretofore granted under this Plan, without the consent of such recipient, of any of his or her rights thereunder or with respect thereto. 


        Section 9.
EFFECTIVE DATE OF PLAN 


        This
Plan shall be effective as of November 18, 2004, the date as of which it was approved by the Board; provided, however, that no
Common Shares may be issued under this Plan until it has been approved, directly or indirectly, by the affirmative votes of the holders of a majority of the securities of the Company present, or
represented, and entitled to vote by unanimous written consent or at a meeting duly held in accordance with the laws of the State of Delaware. 


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Exhibit 10.15


K&F PARENT, INC. 2004 STOCK INCENTIVE PLAN