Long Term Incentive Plan



 Exhibit 10.1 
  
 2004 CONSOLIDATED CONTAINER HOLDINGS LLC 
 Long Term Incentive Plan 
  
 SECTION 1 Purpose 
  
 The purpose of this
Consolidated Container Holdings LLC Long Term Incentive Plan is to promote the interests of Consolidated Container Holdings LLC and any successor thereto (the “Company”) and its members by (a) attracting and retaining exceptional
officers and other key employees of the Company and its Affiliates; and (b) motivating such individuals by awarding bonus opportunities based upon future appreciation in the value of the Company. 
  
 SECTION 2 Plan Term 
  
 The Plan shall be effective as of July 1, 2004 (the “Effective
Date”). The Plan shall terminate upon the consummation of a Liquidity Event, subject only to the Company’s satisfaction of its payment obligation with respect to any then outstanding Awards. 
  
 SECTION 3 Definitions 
  
 As used in the Plan, the following terms shall have the meanings set forth
below: 
  
 “Additional Award”
has the meaning specified in Section 6(c). 
  
 “Affiliate” shall mean (a) with respect to a particular Person, any other Person that, directly or indirectly, is controlled by, or controls or is under common control with, such Person and (b) any entity in which such
Person has a significant equity interest, in either case as determined by the Committee. 
  
 “Award” shall mean (a) any bonus award made under Section 5 of the Plan and (b) any Additional Awards; provided, however,
that the term Award shall not include Additional Awards in those instances in which the Committee has elected, pursuant to Section 6(c) herein, to treat a Participant’s Additional Award differently from such Participant’s original Award.

  
 “Bonus Pools” shall mean
Bonus Pool-A and Bonus Pool-B collectively. 
  
 “Bonus Pool-A” shall have the meaning specified in Section 5(a). 
  
 “Bonus Pool-B” shall have the meaning specified in Section 5(a). 
  
 “CCH Units” means units of the Company as
defined in the Company’s Amended and Restated Limited Liability Company Agreement dated as of May 20, 2004, as amended, or such other securities of the Company into which such units shall be changed by reason of a recapitalization, merger,
consolidation, split-up, combination, exchange of units or other similar transaction. 
  

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 “Cause” shall mean any of the following, as reasonably determined by the
Company: (a) dishonesty, (b) gross neglect, willful misconduct or gross negligence in the performance of job responsibilities, (c) intentionally engaging in any activity that is in conflict with or adverse to the interests of the Company, or (d)
conviction of, or entering of a plea of nolo contendere to, either a misdemeanor involving an act of moral turpitude or a felony. 
  
 “Committee” shall mean the Compensation Committee of the Management Committee of the Company. 
  
 “Company” has the meaning specified in
Section 1. 
  
 “Company Debt
Instruments” shall mean any credit agreement, loan agreement or indenture to which the Company or any of its subsidiaries are a party evidencing indebtedness for money borrowed. 
  
 “Effective Date” has the meaning specified in Section 2. 
  
 “Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended. 
  
 “Final Net Equity Value” shall be determined as of the date of the Liquidity Event and shall equal the lesser of (a) the Net Equity Value on that date and (b) twenty-five million four hundred thousand dollars ($25,400,000).

  
 “Good Reason” shall mean
only the following: 
  

	 	(a)	Voluntary retirement at age of 60 years or greater, so long as the Participant does not (i) obtain employment with or consult for a Company competitor (as determined by the
Committee in its reasonable discretion) prior to a Liquidity Event or (ii) obtain employment and/or consulting engagements that result in total annual compensation (including both salary and bonus) that equals 50% or more of such Participant’s
average annual compensation (including both salary and bonus) over the final three (3) years of Participant’s employment with the Company, 

  

	 	(b)	An involuntary reduction in the amount of the Participant’s salary, 

  

	 	(c)	Involuntary reduction in the Participant’s annual incentive bonus opportunity, 

  

	 	(d)	Involuntary relocation to any location more than 50 miles from Participant’s primary place of employment, 

  

	 	(e)	Death, or 

  

	 	(f)	Total Disability for a period of six (6) consecutive months. 

  
 “Initial Appreciation” shall be deemed to equal one hundred twenty-five million dollars ($125,000,000). 
  

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 “Interest Rate” shall mean the prime rate of interest (as published in
the Wall Street Journal) in effect at the time of the Liquidity Event. 
  
 “LTIP-A Unit” shall mean a unit of participation in Bonus Pool-A equal to one percent (1%) of Bonus Pool-A. 
  
 “LTIP-B Unit” shall mean a unit of participation in Bonus Pool-B equal to one percent (1%) of Bonus Pool-B. 

 
 “LTIP Percentage” shall have the meaning
specified in Section 5(c). 
  
 “LTIP
Units” shall mean LTIP-A Unit and LTIP-B Unit collectively. 
  
 “Liquidity Event” shall mean the first to occur of any one of the following events: 
  

	 	(a)	The first public offering of CCH Units (a “Company IPO”); 

  

	 	(b)	Vestar Packaging LLC and its Affiliates cease to be the “beneficial owner” (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of a
majority in the aggregate of the total voting power of the CCH Units as a result of a sale or transfer of CCH Units in consideration for cash or marketable securities; 

  

	 	(c)	The sale of all or substantially all of the assets of the Company or of Consolidated Container Company LLC. 

  
 “Net Equity Value” shall be the enterprise
value of the Company less Total Debt and Preferred Units of the Company. Net Equity Value may be either a positive or negative number. 
  
 “Net Equity Value Percentage” shall mean the ratio of a Participant’s increase in Net Equity Value compared to the
Company’s increase in Net Equity Value, to be calculated as follows: 
  
 (Participant’s Initial Appreciation + Participant’s Net Equity Value) 
 Divided by

  
 (Initial Appreciation + Final Net Equity
Value) 
  
 “Participant” shall
mean any individual selected by the Committee, after consultation with the Chief Executive Officer of the Company, to receive an Award under the Plan. 
  
 “Participant’s Net Equity Value” shall equal the Final Net Equity Value, except that if a Participant
ceases employment with the Company for any reason other than termination for Cause prior to the date of a Liquidity Event, Participant’s Net Equity Value shall be the lesser of: (a) the Final Net Equity Value or (b) the Net Equity Value on the
Participant’s final day of employment with the Company. The Committee would reasonably estimate such Net Equity Value in scenario (b) by multiplying the EBITDA of Consolidated Container Company LLC for the twelve months preceding the month of
such Participant’s final day of employment by a market multiple to be determined by the Committee, in consultation with the Chief Executive Officer of the Company, and then subtracting Total Debt and Preferred Units. 
  

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 “Person” shall mean any individual, corporation, partnership,
association, joint-stock company, trust, unincorporated organization, government or political subdivision thereof or other entity. 
  
 “Plan” shall mean this Consolidated Container Holdings LLC Long Term Incentive Plan. 
  
 “SEC” shall mean the Securities and
Exchange Commission or any successor thereto and shall include the staff thereof. 
  
 “Total Debt and Preferred Units” shall mean, with respect to the Company, (a) any senior bank debt, senior subordinated
notes, other outstanding debt securities and other indebtedness or money borrowed, net of cash and cash equivalents, and (b) the liquidation preference of any outstanding preferred units, convertible or otherwise (including accrued and unpaid
dividends or distributions in respect of such preferred units), outstanding at the time of the Liquidity Event. 
  
 “Total Disability” shall mean because of an injury or sickness, that all of the following are true: (a) the
Participant is unable to do the material duties of the position for which the Participant is engaged by the Company; (b) the Participant is receiving appropriate evaluation and treatment from a physician for such injury or sickness; and (c) the
Participant’s earnings (including both wages the Participant earns from another employer and any short-term or long-term disability payments) are less than 70% of his or her pre-disability earnings. 
  
 “Vested Percentage” shall mean the
percentage of the Award to which a Participant is entitled in the event of a payout, as described in Section 6 and subject to all other provisions hereof. 
  
 SECTION 4 Administration of Plan 
  
 (a) Committee Powers. The Committee shall administer the Plan. Subject to the terms of the Plan and applicable law, and in addition to other
express powers and authorizations conferred on the Committee by the Plan, the Committee shall have full power and authority to: (i) designate Participants; (ii) determine the terms and conditions of any Award consistent with the provisions of the
Plan, (iii) waive any terms or conditions of an Award (including, without limitation, accelerating or waiving any vesting conditions); (iv) interpret, administer, reconcile any inconsistency, correct any default and/or supply any omission in the
Plan and any instrument or agreement relating to, or Award made under, the Plan; (v) establish, amend, suspend, or waive such rules and regulations and appoint such agents as it shall deem appropriate for the proper administration of the Plan; and
(vi) make any other determination and take any other action that the Committee deems necessary or desirable for the administration of the Plan. 
  
 (b) Scope of Authority. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions
under or with respect to the Plan or any Award shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all Persons including the Company, any Affiliate, any Participant, any
holder or beneficiary of any Award and any CCH Unit holder or member. 
  
 (c) Limitation on Liability. No member of the Committee shall be liable for any action or determination made in good faith with respect to the Plan or any Award hereunder. 
  

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 SECTION 5 Bonus Pools 
  
 (a) Calculation. Upon the occurrence of a Liquidity Event, the Committee shall establish two separate bonus pools
(“Bonus Pool-A” and “Bonus Pool-B”), as follows: 
  
 (1) Bonus Pool-A shall be calculated in accordance with the following formula: 5.85% x ($125,000,000 + Final Net Equity Value), provided, however, that in no event shall Bonus Pool-A exceed eight million seven hundred
ninety-eight thousand four hundred dollars ($8,798,400). 
  
 (2)
Bonus Pool-B shall be calculated in accordance with the following formula: 2.0% x ($125,000,000 + Final Net Equity Value), provided, however, that in no event shall Bonus Pool-B exceed three million eight thousand dollars ($3,008,000). 

 
 Payment of the bonus pools shall be subject to Sections 8 and 9 below. Examples of the
method by which the bonus pools and payouts thereof will be calculated is attached hereto as Exhibits A and B, but such examples shall be incorporated herein solely for purposes of illustration and shall not be binding in any manner.

  
 (b) Bonus Pool Adjustment. Notwithstanding any
provisions of the Plan to the contrary, in the event the Committee determines that any extraordinary dividend or other distribution, recapitalization, reorganization, merger, consolidation, issuance of warrants, sale of Company securities, sale of
Company assets or those of its subsidiaries, or other similar corporate transaction or event affects the Final Net Equity Value of the Company such that an adjustment to the Bonus Pools is determined by the Committee in good faith to be appropriate
in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall in good faith adjust the manner in which the Bonus Pools shall be calculated for purposes of the
Plan in a manner that is equitable for the Participants. 
  
 (c)
Grant of Awards. 
  
 (1) From time to time, on or prior
to the occurrence of a Liquidity Event, the Committee, in consultation with the Company’s Chief Executive Officer, may make Awards to Participants under the Plan. Such Awards shall be expressed as a right, subject to satisfaction of the terms
and conditions of the Award, to receive a stipulated number of either (i) LTIP-A Units, each of which shall equate to one percent (1%) of Bonus Pool-A, or (ii) LTIP-B Units, each of which shall equate to one percent (1%) of Bonus Pool-B. 

 
 (2) A Participant’s aggregate number of LTIP Units, divided by 100,
shall constitute that Participant’s “LTIP Percentage.” 
  
 (3) In the event all or any portion of an Award is forfeited or the total of LTIP Percentages for either Bonus Pool is less than 100% as of the date of a Liquidity Event, then each Participant’s LTIP Percentage
for the applicable Bonus Pool shall automatically be increased on a pro rata basis so that 100% of each Bonus Pool would be awarded in the event of a Liquidity Event. 
  
 (d) Award Date. For each Participant, the Award shall be effective as of the Effective Date of this Plan 

 

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 SECTION 6 Vesting 
  
 (a) Vesting Schedule. 
  
 (1) LTIP-A Units shall commence vesting on the Effective Date (i.e., July 1, 2004), provided, however, that fifty percent (50%) of the Award of LTIP-A
Units to each Participant shall be immediately vested as of such date. Thereafter, an additional twenty percent (20%) of the Award shall vest on each anniversary of the Effective Date while the Participant is employed. 
  
 (2) LTIP-B Units shall commence vesting on the Effective Date. Thereafter,
twenty percent (20%) of the Award of LTIP-B Units shall vest on each anniversary of the Effective Date while the Participant is employed. 
  
 (3) If the Participant ceases employment with the Company for any reason other than termination for Cause, such Participant’s vesting for his final
year of employment shall be prorated by the number of months employed since the previous anniversary of the Effective Date (e.g., if such Participant ceases employment nine months after an anniversary of the Effective Date, such Participant shall
receive 15%, or 75% of 20%, vesting for such year). 
  
 (b)
Acceleration on Liquidity Event. Upon the occurrence of a Liquidity Event, each Award shall automatically become 100% vested for (a) those Participants then employed by the Company and (b) those Participants who are not then employed by the
Company but who ceased employment for Good Reason within six (6) months prior to the Liquidity Event or whom the Company terminated without Cause within six (6) months prior to the Liquidity Event. 
  
 (c) Additional Awards and Subsequent Participants. Notwithstanding
anything to the contrary in this Plan, if the Committee grants either (i) an additional Award to a Participant subsequent to such Participant’s original Award or (ii) an Award to a Participant who was not an initial Participant in the Plan
(either such Award to be referred to herein as an “Additional Award”), the Committee, in consultation with the Company’s Chief Executive Officer, shall in its sole discretion designate an Effective Date, Initial Appreciation
and vesting schedule (including, without limitation, the applicability of Section 6(b) above) for any such Additional Award that may differ from the original Awards granted to initial Participants and may differ from the manner in which such terms
are otherwise defined hereunder. 
  
 (d) Effect of Termination
of Employment. Notwithstanding any other provision of the Plan, a Participant’s termination of employment prior to the occurrence of a Liquidity Event shall affect his rights pursuant to an Award previously granted as follows: 

 
 (1) No Reduction in Vesting. If, prior to a Liquidity Event, a
Participant ceases his employment for Good Reason, or the Company terminates the employment of a Participant without Cause, such Participant shall remain entitled to the entire vested portion of his Award, which shall be calculated in accordance
with section 6(a) above; provided, however, that if such cessation for Good Reason or termination without Cause occurs within six (6) months prior to the Liquidity Event, the Participant will receive accelerated vesting under section
6(b) above. 
  
 (2) Reduction of Vesting. If a Participant
voluntarily ceases his employment without Good Reason prior to a Liquidity Event, such Participant shall forfeit fifty percent (50%) of the vested portion of his Award. Such vested portion shall be calculated in accordance with section 6(a) above.

  

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 (3) Forfeiture of Award. If the Company terminates the employment of a Participant for Cause, or
if a Participant obtains employment with or consults for a Company competitor (as may be determined by the Committee in its reasonable discretion) prior to the date of a Liquidity Event, such Participant shall immediately forfeit his entire Award.

  
 SECTION 7 Payouts 
  
 (a) Timing. Any Award not previously forfeited by a Participant shall
be valued upon the occurrence of a Liquidity Event and paid to such Participant in cash within one hundred twenty (120) days of the date of such Liquidity Event. 
  
 (b) Bonus Pool-A Payout. Each Participant shall receive a payout of a portion of Bonus Pool-A, to be calculated as
follows for each Participant: 
  
 Bonus Pool-A

 x 
 Participant’s LTIP Percentage (in Bonus Pool-A) 
 x 
 Participant’s Vested Percentage (in Bonus Pool-A) 
 x 
 Participant’s Net Equity Value Percentage (for Bonus Pool-A) 
  
 (c) Bonus Pool-B Payout. Each Participant shall receive a payout of a portion of Bonus Pool-B, to be calculated as follows for each Participant: 
  
 Bonus Pool-B 
 x 
 Participant’s LTIP Percentage (in Bonus Pool-B) 
 x 
 Participant’s Vested Percentage (in Bonus Pool-B) 
 x 
 Participant’s Net Equity Value Percentage (for Bonus Pool-A) 
  
 (d) Payout Adjustment. Notwithstanding the foregoing formulas, if the sum of all payouts to all Participants under
Section 7(b) is less than the entire Bonus Pool-A, or if the sum of all payouts to all Participants under Section 7(c) is less than the entire Bonus Pool-B, as such Bonus Pools are calculated under section 5(a) above, then each such payout shall be
increased on a pro rata basis so that 100% of each Bonus Pool, if any, will be awarded in the event of a Liquidity Event. 
  
 (e) Calculation of Additional Awards. For ease of administration, payouts of any Additional Awards to an initial Participant that have different
terms from the original Award to the same Participant shall be calculated separately from the calculation of the payout due under the original Award. 
  

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 SECTION 8 Restrictions in Debt Agreements 
  
 (a) Conflict with Debt Instruments. Neither this Plan nor any Award
shall be or become a binding obligation on the Company if, and to the extent that, such obligation would result in a breach, default or an event of default under any Company Debt Instruments. 
  
 (b) Payment Deferral. In the event any payment by the Company
hereunder is prohibited or otherwise would result in a default or an event of default under any Company Debt Instruments, the Company shall have the right to defer payment in respect of such Awards until ten (10) days following the date on which
such prohibition or restriction ceases to exist with respect to such Awards, during which time the payments in respect of such Awards shall accrue interest at the Interest Rate. 
  
 (c) Promissory Note. Notwithstanding the foregoing, if such prohibition or restriction remains in effect for a period
of more than three (3) months from the Liquidity Event, the Company shall deliver a subordinated promissory note, payable in equal installments over five years and bearing interest at the Interest Rate, if the delivery of such promissory note would
not result in a breach, default or an event of default under any Company Debt Instruments. Each such promissory note would further provide that all principal and interest due thereunder would become immediately due and payable upon the cessation of
any prohibition or restriction in respect of the Awards. 
  
 SECTION 9 Amendments and Termination 
  
 (a) Amendments to the Plan. The Committee may amend, alter, suspend, discontinue, or terminate the Plan or any portion thereof at any time; provided that no such amendment, alteration, suspension, discontinuation or
termination shall be made without approval of a majority of the Company’s members if such approval is necessary to comply with any tax or regulatory requirement applicable to the Plan and provided, further, that any such
amendment, alteration, suspension, discontinuance or termination that would impair the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the affected
Participant, holder or beneficiary. 
  
 (b) Amendments to
Awards. The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate, any Award theretofore granted, prospectively or retroactively; provided that any such waiver, amendment,
alteration, suspension, discontinuance, cancellation or termination that would impair the rights of any Participant or any holder or beneficiary of any Award theretofore granted shall not to that extent be effective without the consent of the
affected Participant, holder or beneficiary, except as provided in Section 8 above. 
  
 SECTION 10 General Provisions 
  
 (a) Non-transferability. No Award may be assigned, alienated, pledged, attached, sold or otherwise transferred or encumbered by a Participant otherwise than by will or by the laws of descent and distribution,
and any such purported assignment, alienation, pledge, attachment, sale, transfer or encumbrance shall be void and unenforceable against the Company or any Affiliate; provided that the designation of a beneficiary shall not constitute an assignment,
alienation, pledge, attachment, sale, transfer or encumbrance. 
  

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 (b) No Rights to Awards. No Participant or other Person shall have any claim to be granted any
Award, and there is no obligation for uniformity of treatment of Participants, or holders or beneficiaries of Awards. The terms and conditions of Awards and the Committee’s determinations and interpretations with respect thereto need not be the
same with respect to each Participant (whether or not such Participants are similarly situated). 
  
 (c) Withholding. A Participant may be required to pay to the Company or any Affiliate and the Company or any Affiliate shall have the right and is
hereby authorized to withhold from any Award, from any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Units, other securities, other Awards or other
property) of any applicable withholding taxes in respect of an Award, its exercise, or any payment or transfer under an Award or under the Plan and to take such other action as may be necessary in the opinion of the Company to satisfy all
obligations for the payment of such taxes. 
  
 (d) No Right to
Employment. The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or in any consulting relationship to, the Company or any Affiliate. Further, the Company or an Affiliate may at any time
dismiss a Participant from employment, free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Agreement. 
  
 (e) Governing Law. The validity, construction, and effect of the Plan and any rules and regulations relating to the
Plan and any Award Agreement shall be determined in accordance with the laws of the State of Delaware. 
  
 (f) Severability. If any provision of the Plan or any Award is or becomes or is deemed to be invalid, illegal, or unenforceable in any jurisdiction
or as to any Person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform the applicable laws, or if it cannot be construed or deemed
amended without, in the determination of the Committee, materially altering the intent of the Plan or the Award, such provision shall be stricken as to such jurisdiction, Person or Award and the remainder of the Plan and any such Award shall remain
in full force and effect. 
  
 (g) No Trust or Fund Created.
Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company or any Affiliate and a Participant or any other Person. To the extent that any Person acquires
a right to receive payments from the Company or any Affiliate pursuant to an Award, such right shall be no greater than the right of any general creditor of the Company or any Affiliate. 
  
 (h) Headings. Headings are given to the sections and subsections of the Plan solely as a convenience to facilitate
reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of the Plan or any provision thereof. 
  
 *************************** 
  

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 EXHIBIT A 
  
 AWARD CALCULATION EXAMPLE #1 - ENTERPRISE VALUE OF $700,000,000 (SOLELY FOR PURPOSE OF ILLUSTRATION)

  
 (all numbers in millions except in Step 2 &
Adjustment Factor) 
  
 Step 1 Calculate Final Net Equity Value of
Company at time of Liquidity Event 
  

													
	 Enterprise Value at
 Liquidity Event
	  	-	  	Total Debt &
Preferred Stock	  	=	  	Unadj Net
Equity Value	  	 	  	 Final Net Equity
     Value (max)

	700            	  	 	  	620.8	  	 	  	79.2	  	è	  	             25.4


  
 Step 2 Calculate Bonus
Pool-A at time of Liquidity Event 
  

														
	Pool Percentage	  	x	  	[Initial Apprec	  	+	  	Final NEV	]	 	=	  	Bonus Pool-A
	5.85%            	  	 	  	  125,000,000	  	 	  	25,400,000 	 	 	 	  	    8,798,400

  
 Step 3 Calculate Bonus
Pool-B at time of Liquidity Event 
  

														
	Pool Percentage	  	x	  	[Initial Apprec	  	+	  	Final NEV	]	 	=	  	Bonus Pool-B
	2.00%        	  	 	  	  125,000,000	  	 	  	25,400,000 	 	 	 	  	    3,008,000

  
 Step 4 Calculate each
Participant’s Bonus Pool-A Payout 
  

																				
	 Participant

	  	LTIP-A %

	 	 	Vested %

	 	 	Initial
Appreciation

	  	Participant’s Net
Equity Value

	  	Net Equity Value % 3

	 	 	Unadjusted
Payout 4

	  	Adjustment
Factor 5

	  	Final Payout


	 	  	(A)

	 	 	(B)

	 	 	(C)

	  	(D)

	  	(E)

	 	 	(F)

	  	(G)

	  	(H)


	Participant 1	  	25	%	 	100	%	 	125	  	25.4	  	100	%	 	2,199,600	  	1.41	  	3,099,305
	Participant 2	  	20	%	 	100	%	 	125	  	25.4	  	100	%	 	1,759,680	  	1.41	  	2,479,444
	Participant 3 1	  	15	%	 	50	%	 	125	  	5.0	  	86	%	 	570,375	  	1.41	  	803,676
	Participant 4	  	10	%	 	100	%	 	125	  	25.4	  	100	%	 	879,840	  	1.41	  	1,239,722
	Participant 5	  	5	%	 	100	%	 	125	  	25.4	  	100	%	 	439,920	  	1.41	  	619,861
	Participant 6 2	  	5	%	 	100	%	 	125	  	10.0	  	90	%	 	394,875	  	1.41	  	556,391
	 	  	
	
	 	 	 	 	 	  	 	  	 	 	 	
	  	 	  	

	 	  	80	%	 	 	 	 	 	  	 	  	 	 	 	6,244,290	  	 	  	8,798,400
	 	  	
	
	 	 	 	 	 	  	 	  	 	 	 	
	  	 	  	




	1	Participant 3’s vested percentage is less than 100% because such participant voluntarily terminated employment prior to Liquidity Event and had his vesting
reduced pursuant to section 6(d)(2). Final NEV was calculated on last day of employment rather than date of Liquidity Event. 


	2	Participant 6 terminated his employment for Good Reason, so Participant’s vesting percentage was not reduced because section 6(d)(1) governs such
participant’s employment termination. But such participant’s Net Equity Value is calculated on last day of employment, when the NEV was lower than it was on the date of the Liquidity Event. 


	3	Net Equity Value % = (column C + column D) divided by (125MM + Final Net Equity Value) 


	4	Unadjusted Payout = Bonus Pool-A x column A x column B x column E 


	5	Adjustment factor = Total of all Unadjusted Payouts divided by total of Bonus Pool-A to be paid out (per section 7(d) of the plan) 

  
 Step 5 Calculate each Participant’s Bonus Pool-B 
  

																				
	 Participant

	  	LTIP-B % 6

	 	 	Vested %

	 	 	Initial
Appreciation

	  	Participant’s Net
Equity Value

	  	Net Equity Value %

	 	 	Unadjusted
Payout

	  	Adjustment
Factor

	  	Final Payout


	 	  	(A)

	 	 	(B)

	 	 	(C)

	  	(D)

	  	(E)

	 	 	(F)

	  	(G)

	  	(H)


	Participant 1	  	15	%	 	100	%	 	125	  	25.4	  	100	%	 	451,200	  	1.53	  	692,101
	Participant 2	  	20	%	 	100	%	 	125	  	25.4	  	100	%	 	601,600	  	1.53	  	922,801
	Participant 3	  	10	%	 	20	%	 	125	  	5.0	  	86	%	 	52,000	  	1.53	  	79,763
	Participant 4	  	5	%	 	100	%	 	125	  	25.4	  	100	%	 	150,400	  	1.53	  	230,700
	Participant 5	  	10	%	 	100	%	 	125	  	25.4	  	100	%	 	300,800	  	1.53	  	461,401
	Participant 6	  	15	%	 	100	%	 	125	  	10.0	  	90	%	 	405,000	  	1.53	  	621,234
	 	  	
	
	 	 	 	 	 	  	 	  	 	 	 	
	  	 	  	

	 	  	75	%	 	 	 	 	 	  	 	  	 	 	 	1,961,000	  	 	  	3,008,000
	 	  	
	
	 	 	 	 	 	  	 	  	 	 	 	
	  	 	  	




	6	LTIP-B Percentages will not necessarily equal LTIP-A Percentages. 








 EXHIBIT B 
  
 AWARD CALCULATION EXAMPLE #1 - ENTERPRISE VALUE OF $615,000,000 (SOLELY FOR PURPOSE OF ILLUSTRATION)

 (all numbers in millions except in Step 2 & Adjustment Factor) 
  
 Step 1 Calculate Final Net Equity Value of Company at time of Liquidity Event 
  

													
	 Enterprise Value at
 Liquidity Event
	  	-	  	Total Debt &
Preferred Stock	  	=	  	Unadj Net
Equity Value	 	 	  	 Final Net Equity
     Value (max)

	615            	  	 	  	620.8	  	 	  	(5.8)	 	è	  	            (5.8)

  
 Step 2 Calculate Bonus
Pool-A at time of Liquidity Event 
  

														
	Pool Percentage	  	x	  	[Initial Apprec	  	+	  	Final NEV	]	 	=	  	Bonus Pool-A
	5.85%            	  	 	  	  125,000,000	  	 	  	(5,800,000	) 	 	 	  	    6,973,200

  
 Step 3 Calculate Bonus
Pool-B at time of Liquidity Event 
  

														
	Pool Percentage	  	x	  	[Initial Apprec	  	+	  	Final NEV	]	 	=	  	Bonus Pool-B
	2.00%            	  	 	  	  125,000,000	  	 	  	(5,800,000	) 	 	 	  	    2,384,000

  
 Step 4 Calculate each
Participant’s Bonus Pool-A Payout 
  

																					
	 Participant

	  	LTIP-A %

	 	 	Vested %

	 	 	Initial
Appreciation

	  	Participant’s Net
Equity Value

	 	 	Net Equity Value % 3

	 	 	Unadjusted
Payout 4

	  	Adjustment
Factor 5

	  	Final Payout


	 	  	(A)

	 	 	(B)

	 	 	(C)

	  	(D)

	 	 	(E)

	 	 	(F)

	  	(G)

	  	(H)


	Participant 1	  	25	%	 	100	%	 	125	  	(5.8	)	 	100	%	 	1,743,300	  	1.38	  	2,404,552
	Participant 2	  	20	%	 	100	%	 	125	  	(5.8	)	 	100	%	 	1,394,640	  	1.38	  	1,923,641
	Participant 3 1	  	15	%	 	50	%	 	125	  	(5.8	)	 	100	%	 	522,990	  	1.38	  	721,366
	Participant 4	  	10	%	 	100	%	 	125	  	(5.8	)	 	100	%	 	697,320	  	1.38	  	961,821
	Participant 5	  	5	%	 	100	%	 	125	  	(5.8	)	 	100	%	 	348,660	  	1.38	  	480,910
	Participant 6 2	  	5	%	 	100	%	 	125	  	(5.8	)	 	100	%	 	348,660	  	1.38	  	480,910
	 	  	
	
	 	 	 	 	 	  	 	 	 	 	 	 	
	  	 	  	

	 	  	80	%	 	 	 	 	 	  	 	 	 	 	 	 	5,055,570	  	 	  	6,973,200
	 	  	
	
	 	 	 	 	 	  	 	 	 	 	 	 	
	  	 	  	




	1	Participant 3’s vested percentage is less than 100% because such participant voluntarily terminated employment prior to Liquidity Event and had his vesting
reduced pursuant to section 6(d)(2). Final NEV was calculated on last day of employment rather than date of Liquidity Event. 


	2	Participant 6 terminated his employment for Good Reason, so Participant’s vesting percentage was not reduced because section 6(d)(1) governs such
participant’s employment termination. But such participant’s Net Equity Value is calculated on last day of employment, when the NEV was lower than it was on the date of the Liquidity Event. 


	3	Net Equity Value % = (column C + column D) divided by (125MM + Final Net Equity Value) 


	4	Unadjusted Payout = Bonus Pool-A x column A x column B x column E 


	5	Adjustment factor = Total of all Unadjusted Payouts divided by total of Bonus Pool-A to be paid out (per section 7(d) of the plan) 

  
 Step 5 Calculate each Participant’s Bonus Pool-B 
  

																					
	 Participant

	  	LTIP-B% 6

	 	 	Vested %

	 	 	Initial
Appreciation

	  	Participant’s Net
Equity Value

	 	 	Net Equity Value %

	 	 	Unadjusted
Payout

	  	Adjustment
Factor

	  	Final Payout


	 	  	(A)

	 	 	(B)

	 	 	(C)

	  	(D)

	 	 	(E)

	 	 	(F)

	  	(G)

	  	(H)


	Participant 1	  	15	%	 	100	%	 	125	  	(5.8	)	 	100	%	 	357,600	  	1.49	  	533,731
	Participant 2	  	20	%	 	100	%	 	125	  	(5.8	)	 	100	%	 	476,800	  	1.49	  	711,642
	Participant 3	  	10	%	 	20	%	 	125	  	(5.8	)	 	100	%	 	47,680	  	1.49	  	71,164
	Participant 4	  	5	%	 	100	%	 	125	  	(5.8	)	 	100	%	 	119,200	  	1.49	  	177,910
	Participant 5	  	10	%	 	100	%	 	125	  	(5.8	)	 	100	%	 	238,400	  	1.49	  	355,821
	Participant 6	  	15	%	 	100	%	 	125	  	(5.8	)	 	100	%	 	357,600	  	1.49	  	533,731
	 	  	
	
	 	 	 	 	 	  	 	 	 	 	 	 	
	  	 	  	

	 	  	75	%	 	 	 	 	 	  	 	 	 	 	 	 	1,597,280	  	 	  	2,384,000
	 	  	
	
	 	 	 	 	 	  	 	 	 	 	 	 	
	  	 	  	




	6	LTIP-B Percentages will not necessarily equal LTIP-A Percentages.