Exhibit 10.1


 


RDA HOLDING CO.


 


2010 EQUITY INCENTIVE PLAN


 


ARTICLE I

PURPOSE


 


Purpose of the Plan.  The Plan shall be known
as the RDA Holding Co. 2010 Equity Incentive Plan (the “Plan”).  The Plan is intended to expand the value of
the enterprise by recruiting, retaining and incenting the most critical
employees, Members of the Board and Independent Contractors of RDA Holding Co.
(the “Company”) and its Subsidiaries to participate in the long-term
growth and financial success of the Company through Share ownership.  The Plan is intended to permit the grant of
Awards that constitute Incentive Stock Options, Non-Qualified Stock Options,
Stock Appreciation Rights, Restricted Stock, Restricted Stock Units and
Performance Awards, cash payments and such other forms as the Committee in its
discretion deems appropriate, including any combination of the above.


 


ARTICLE II

DEFINITIONS


 


The following words and phrases shall have
the following meanings unless a different meaning is plainly required by the
context:


 


“1934 Act” means the Securities
Exchange Act of 1934, as amended. 
Reference to a specific section of the 1934 Act or regulation thereunder
shall include such section or regulation, any valid regulation or
interpretation promulgated under such section, and any comparable provision of
any future legislation or regulation amending, supplementing or superseding
such section or regulation.


 


“Affiliate” means any corporation
or any other entity (including, but not limited to, partnerships and joint
ventures) directly or indirectly controlling or controlled by the Company.


 


“Award” means, individually or
collectively, a grant under the Plan of Incentive Stock Options, Non-Qualified
Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock
Units and Performance Awards, cash payments and such other forms as the
Committee in its discretion deems appropriate.


 


“Award Agreement” means the written
agreement setting forth the terms and conditions applicable to an Award.


 


“Base Price” means the price at
which a SAR may be exercised with respect to a Share.


 


“Board” means the Company’s Board
of Directors, as constituted from time to time.


 

















 


“Cause” means with respect to a
Participant’s Termination from and after the date hereof, the following: (i) in
the case where there is no employment agreement, consulting agreement, change
in control agreement or similar agreement in effect between the Company or an
Affiliate and the Participant at the time of the grant of the Award (or where
there is such an agreement but it does not define “cause” (or words of like
import)), termination due to: (a) willful misconduct or gross negligence
of the Participant in the performance of his or her duties to the Company or
any of its Subsidiaries that has or could reasonably be expected to have an
adverse effect on the Company or any of its Subsidiaries; (b) willful
failure to perform his or her duties to the Company of any of its Subsidiaries
or to follow the lawful directions of the Company’s Board or any executive to
which the Participant reports (other than as a result of death or Disability); (c) indictment
for, conviction of, or pleading guilty or nolo  contendere to, a
felony or any crime involving moral turpitude; (d) failure to cooperate in
any audit or investigation of the business or financial practices of the
Company or any of its Subsidiaries; (e) performance of any material act of
theft, embezzlement, fraud, malfeasance, dishonesty or misappropriation of the
property of the Company or any of its Subsidiaries; or (f) breach of any
agreement with the Company of any of its Subsidiaries or a violation of the
Company’s and any of its Subsidiaries’ code of conduct or other written policy;
provided, that in each case no such determination may be made until the
Participant has been given written notice detailing the specific Cause event
and a period of twenty (20) days following receipt of such notice to cure such
event (if susceptible to cure) to the satisfaction of the Company or (ii) in
the case where there is an employment agreement, consulting agreement, change
in control agreement or similar agreement in effect between the Company or an
Affiliate and the Participant at the time of the grant of the Award that
defines “cause” (or words of like import), “cause” as defined under such
agreement.  With respect to a Participant’s
Termination of Directorship, “cause” means an act or failure to act that
constitutes cause for removal of a director under applicable law.


 


“Change in Control” means the
occurrence of any one or more of the following events:


 


(a)                                  any “person” or “group” as such terms are used in Sections 13(d) and
14(d) of the Securities Exchange Act of 1934 (the “Exchange Act”) (other
than the Company, any trustee or other fiduciary holding securities under any
employee benefit plan of the Company, or any company owned, directly or
indirectly, by the shareholders of the Company in substantially the same
proportions as their ownership of Common Stock of the Company), is or becomes
the beneficial owner (as defined in Rule 13d-3 under the Exchange Act),
directly or indirectly, of securities of the Company representing more than 50%
of the combined voting power of the Company’s then outstanding securities;


 


(b)                                 during any one-year period, individuals who at the beginning of
such period constitute the Board, and any new director (other than a director
designated by a person who has entered into an agreement with the Company to
effect a transaction described in paragraph (a), (c) or (d) of this
definition of “Change in Control” or a director whose initial assumption of
office occurs as a result of either an actual or threatened election contest or
other actual or threatened solicitation of proxies or consents by or on behalf
of a person other than the Board) whose election by the Board or nomination for
election by the Company’s shareholders was approved by a vote of at least a
majority of the directors then still in office who either were directors at the
beginning of 


 


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the one-year
period or whose election or nomination for election was previously so approved,
cease for any reason to constitute at least a majority of the Board;


 


(c)                                  a merger or consolidation of the Company or a direct or indirect
subsidiary of the Company with any other corporation, other than a merger or
consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity) more than 50% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding immediately
after such merger or consolidation (or the ultimate parent company of the
Company or such surviving entity); provided, however, that a merger or
consolidation effected to implement a recapitalization of the Company (or
similar transaction) in which no person (other than those covered by the
exceptions in subparagraph (a)) acquires more than 50% of the combined voting
power of the Company’s then outstanding securities shall not constitute a
Change in Control; or


 


(d)                                 the consummation of a sale or disposition of all or substantially
all of the assets of the Company and its direct and indirect subsidiaries (on a
consolidated basis) immediately prior to such transaction, other than the sale
or disposition of all or substantially all of the assets of the Company to a
person or persons who beneficially own, directly or indirectly, more than 50%
of the combined voting power of the outstanding voting securities of the
Company at the time of the sale.


 


For purposes of prongs (a), (c) and (d) above,
a person or group of persons shall be deemed to beneficially own more than 50%
of the combined voting power of the Company’s then outstanding securities if
such person or group beneficially owns more than 50% of either (i) the
combined voting power of Company’s outstanding securities then entitled to vote
in the election of directors or (ii) the combined voting power of all the
Company’s outstanding securities taking into account for this purpose any
securities that are convertible into voting securities on an as-converted
basis.  Notwithstanding the foregoing,
for Awards that are subject to Section 409A of the Code, for purposes of
settlement and distribution of the Award, an event shall not be considered to
be a Change in Control under the Plan unless such event is also a change in
control event within the meaning of Section 409A of the Code.


 


“Code” means the Internal Revenue
Code of 1986, as amended.  Reference to a
specific section of the Code or regulation thereunder shall include such
section or regulation, any valid regulation or other guidance promulgated under
such section, and any comparable provision of any future legislation or
regulation amending, supplementing or superseding such section or regulation.


 


“Committee” means the Compensation
Committee of the Board.


 


“Disability” means (i) in the case where there is no employment
agreement, consulting agreement, change in control agreement or similar
agreement in effect between the Company or an Affiliate and the Participant at
the time of the grant of the Award (or where there is such an agreement but it
does not define “disability” (or words of like import)), a permanent and total
disability as defined in Section 22(e)(3) of the Code, provided that
a Disability shall only be deemed to occur at the time of the determination by
the Committee (or its designee) of the Disability; or (ii) in the case
where there is an employment agreement, consulting agreement, change in control
agreement or similar agreement in effect between the Company or an Affiliate


 


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and the Participant at the time of the
grant of the Award that defines “disability” (or words of like import), “disability”
as defined under such agreement. 
Notwithstanding the foregoing, for Awards that are subject to Section 409A
of the Code and that are distributed or settled upon the occurrence of a
Disability, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i).


 


“Eligible Individual” means any of
the following individuals who is designated by the Committee in its discretion
as eligible to receive Awards subject to the conditions set forth herein:  (a) any Member of the Board, officer or
Employee of the Company or a Subsidiary of the Company, (b) any individual
to whom the Company, or a Subsidiary of the Company, has extended a formal
offer of employment, so long as the grant of any Award shall not become
effective until the individual commences employment or (c) any Independent
Contractor or advisor of the Company or a Subsidiary.


 


“Employee” means an employee of the
Company or a Subsidiary.  Notwithstanding
anything to the contrary contained herein, the Committee may grant Awards to an
individual who has been extended an offer of employment by the Company or a
Subsidiary; provided that any such Award shall be subject to forfeiture if such
individual does not commence employment by a date established by the Committee.


 


“Exercise Price” means the price at
which a Share subject to an Option may be purchased upon the exercise of the
Option.


 


“Fair Market Value” means, except
as otherwise specified in a particular Award Agreement, (a) while the
Shares are readily traded on an established national or regional securities
exchange, the closing transaction price of such a Share as reported by the
principal exchange on which such Shares are traded on the date as of which such
value is being determined or, if there was no reported transaction for such
date, the opening transaction price as reported by the exchange for the first
trading date following the date by which such value is being determined on the
next preceding date for which a transaction was reported, (b) if the
Shares are not readily traded on an established national or regional securities
exchange, the average of the bid and ask prices for such a Share on the date as
of which such value is being determined, where quoted for such Shares, or (c) if
Fair Market Value cannot be determined under clause (a) or clause (b) above,
or if the Board determines in its sole discretion that the Shares are too
thinly traded for Fair Market Value to be determined pursuant to clause (a) or
clause (b), the value as determined by the Board, in its sole discretion, on a
good faith basis, without taking into account any lack of liquidity,
marketability or minority interest discounts. 
If the Participant objects to the Board’s determination of Fair Market
Value pursuant to clause (c) above, the Company shall retain a nationally
recognized firm experienced in the valuation of private companies (the “Independent
Valuator”) to determine Fair Market Value. 
If the Independent Valuator’s determination of Fair Market Value is 110%
or less than the Fair Market Value as determined by the Board, then the Board’s
determination of Fair Market Value shall govern and the Participant will pay
the cost of the Independent Valuator.  If
the Fair Market Value, as determined pursuant to the process described above,
is 110% or more of the Fair Market Value originally determined by the Board,
then the Independent Valuator’s determination of Fair Market Value shall govern
and the Company will pay the cost of the Independent Valuator.


 


“Grant Date” means the date that
the Award is granted.


 


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“Immediate Family” means the
Participant’s children, stepchildren, grandchildren, parents, stepparents,
grandparents, spouse, siblings (including half-brothers and half-sisters),
in-laws (including all such relationships arising because of legal adoption)
and any other person required under applicable law to be accorded a status
identical to any of the foregoing.


 


“Incentive Stock Option” means an
Option that is designated as an Incentive Stock Option and is intended by the
Committee to meet the requirements of Section 422 of the Code.


 


“Independent Contractor” means any
natural person who is an independent contractor or consultant of the Company or
a Subsidiary.  Notwithstanding anything
to the contrary contained herein, the Committee may grant Awards to an
individual who has been extended an offer to become an independent contractor
or consultant by the Company or a Subsidiary; provided that any such Award
shall be subject to forfeiture if such individual does not commence his or her
duties by a date established by the Committee.


 


“Member of the Board” means an
individual who is a member of the Board or of the board of directors of a
Subsidiary.


 


“Non-Qualified Stock Option” means
an Option that is not an Incentive Stock Option.


 


“Option” means an option to
purchase Shares granted pursuant to Article VII.


 


“Participant” means an Employee, Independent
Contractor, or Member of the Board with respect to whom an Award has been
granted and remains outstanding.


 


“Performance Award” means an Award
granted to a Participant pursuant to Article X hereof contingent upon
achieving certain Performance Goals.


 


“Performance Goals” means goals
established by the Committee as contingencies for Awards to vest and/or become
exercisable or distributable.


 


“Performance Period” means the
designated period during which the Performance Goals must be satisfied with
respect to the Award to which the Performance Goals relate.


 


“Period of Restriction” means the
period during which Awards are subject to forfeiture and/or restrictions on
transferability.


 


“Restricted Stock” means a Stock
Award granted pursuant to Article VIII under which the Shares are subject
to forfeiture upon such terms and conditions as specified in the relevant Award
Agreement.


 


“Restricted Stock Unit” or “RSU”
means a Stock Award granted pursuant to Article VIII subject to a period
or periods of time after which the Participant will receive Shares if the
conditions contained in such Stock Award have been met.


 


“Share” means the Company’s common
shares, or any security issued by the Company or any successor in exchange or
in substitution therefore.


 


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“Stock Appreciation Right” or “SAR”
means an Award granted pursuant to Article IX, granted alone or in tandem
with a related Option which is designated by the Committee as a SAR.


 


“Stock Award” means an Award of
Restricted Stock or an RSU pursuant to Article VIII.


 


“Subsidiary” means, with respect to
any person, any corporation, limited liability company, partnership,
association or other business entity of which (a) if a corporation, a
majority of the total voting power of shares entitled (without regard to the
occurrence of any contingency) to vote in the election of directors, managers
or trustees thereof is at the time owned or controlled, directly or indirectly,
by that person or one or more of the other Subsidiaries of that person or a
combination thereof, or (b) if a limited liability company, partnership,
association or other business entity, a majority of the limited liability
company, partnership or other similar ownership interest thereof is at the time
owned or controlled, directly or indirectly, by any person or one or more
Subsidiaries of that person or a combination thereof.  For purposes hereof, person or persons shall
be deemed to have a majority ownership interest in a limited liability company,
partnership, association or other business entity if such person or persons
shall be allocated a majority of limited liability company, partnership,
association or other business entity gains or losses or shall be or control the
managing director or general partner of such limited liability company,
partnership, association or other business entity.


 


“Ten Percent Holder” means an
Employee (together with persons whose stock ownership is attributed to the
Employee pursuant to Section 424(d) of the Code) who, at the time an
Option is granted, owns shares representing more than ten percent of the voting
power of all classes of securities of the Company.


 


“Termination” means (i) in the
case of an Employee: (a) a termination of employment of a Participant from
the Company and its Affiliates; or (b) when an entity which is employing a
Participant ceases to be a Subsidiary, unless the Participant otherwise is, or
thereupon becomes, employed by the Company or another Subsidiary at the time
the entity ceases to be a Subsidiary; (ii) in the case of a Consultant: (x) that
the Consultant is no longer acting as a consultant to the Company or a
Subsidiary; or (y) when an entity which is retaining a Participant as a
Consultant ceases to be a Subsidiary unless the Participant otherwise is, or
thereupon becomes, a Consultant to the Company or another Subsidiary at the
time the entity ceases to be a Subsidiary; or (iii) in the case of a
Member of the Board, that individual Director has ceased to be a Member of the
Board.  Notwithstanding the foregoing,
the Committee may, in its sole discretion, otherwise define Termination in the
Award Agreement or, if no rights of a Participant are reduced, may otherwise
define Termination thereafter.


 


Notwithstanding the foregoing, for Awards
that are subject to Section 409A of the Code and are settled or distributed
upon a “Termination,” the foregoing definition shall only apply to the extent
the applicable event would also constitute a “separation from service” under
Code Section 409A


 


“Transfer”
means: (a) when used as a noun,
any direct or indirect transfer, sale, assignment, pledge, hypothecation,
encumbrance or other disposition (including the issuance of equity in a
Person), whether for value or no value and whether voluntary or involuntary
(including by operation of law), and (b) when used as a verb, to directly
or indirectly transfer, sell, assign, pledge, 


 


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encumber, charge, hypothecate or otherwise
dispose of (including the issuance of equity in a Person) whether for value or
for no value and whether voluntarily or involuntarily (including by operation
of law).  “Transferred” and “Transferable”
shall have a correlative meaning.


 


ARTICLE III

ADMINISTRATION


 


3.1                                 The Committee.  The Plan shall be administered by the
Committee.  The Committee shall consist
of one (1) or more Members of the Board and may consist of the entire
Board.  Unless otherwise determined by
the Board, the Committee shall be the Compensation Committee.


 


3.2                                 Authority and Action of the Committee.  It shall be the duty of
the Committee to administer the Plan in accordance with the Plan’s
provisions.  The Committee shall have all
powers and discretion necessary or appropriate to administer the Plan and to
control its operation, including, but not limited to, the full and final
authority in its discretion to (a) determine which Eligible Individuals
shall be eligible to receive Awards and to grant Awards, (b) prescribe the
form, amount, timing and other terms and conditions of each Award, (c) interpret
the Plan and the Award Agreements (and any other instrument relating to the
Plan), (d) adopt such procedures as it deems necessary or appropriate to
permit participation in the Plan by Eligible Individuals, (e) adopt such rules as
it deems necessary or appropriate for the administration, interpretation and
application of the Plan, (f) interpret, amend or revoke any such
procedures or rules, (g) correct any technical defect(s) or technical
omission(s), or reconcile any technical inconsistency(ies), in the Plan and/or
any Award Agreement, (h) accelerate the vesting of any Award, (i) extend
the period during which an Option or SAR may be exercisable, and (j) make
all other decisions and determinations that may be required pursuant to the
Plan and/or any Award Agreement or as the Committee deems necessary or
advisable to administer the Plan.


 


The acts of the Committee shall be either (i) acts
of a majority of the members of the Committee present at any meeting at which a
quorum is present or (ii) acts approved in writing by all of the members
of the Committee without a meeting.  A
majority of the Committee shall constitute a quorum.  The Committee’s determinations under the Plan
need not be uniform and may be made selectively among Participants, whether or
not such Participants are similarly situated. 
Each member of the Committee is entitled to, in good faith, rely or act
upon any report or other information furnished to that member by any Employee
of the Company or any of its Subsidiaries or Affiliates, the Company’s
independent certified public accountants or any executive compensation
consultant or other professional retained by the Company to assist in the
administration of the Plan.


 


The Company shall effect the granting of
Awards under the Plan, in accordance with the determinations made by the Committee,
by execution of written agreements and/or other instruments in such form as is
approved by the Committee.


 


3.3                                 Delegation by the Committee.


 


3.3.1                        The Committee, in its sole discretion and on such terms and
conditions as it may provide, may delegate all or any part of its authority and
powers under the Plan to one or more Members of the Board of the Company and/or
officers of the Company (which officers may further 


 


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delegate such
responsibilities); provided, however, that the Committee (or the officers) may
not delegate its authority or power if prohibited by applicable law.


 


3.3.2                        The Committee may, in its sole discretion, employ such legal
counsel, consultants and agents as it may deem desirable for the administration
of this Plan and may rely upon any opinion received from any such counsel or
consultant and any computation received from any such consultant or agent.  Expenses incurred by the Committee or the Board
in the engagement of any such counsel, consultant or agent shall be paid by the
Company.


 


3.4                                 Indemnification.  Each person who is or shall have been a
member of the Committee, or of the Board and any person designated pursuant to Section 3.3.1,
shall be indemnified and held harmless by the Company against and from (a) any
loss, cost, liability, or expense that may be imposed upon or reasonably
incurred by him or her in connection with or resulting from any claim, action,
suit, or proceeding to which he or she may be a party or in which he or she may
be involved by reason of any good faith action taken or good faith failure to
act under the Plan or any Award Agreement, and (b) from any and all
amounts paid by him or her in settlement thereof, with the Company’s approval,
or paid by him or her in satisfaction of any judgment in any such claim,
action, suit, or proceeding against him or her, provided he or she shall give
the Company an opportunity, at its own expense, to handle and defend the same
before he or she undertakes to handle and defend it on his or her own
behalf.  The foregoing right of
indemnification shall not be exclusive of any other rights of indemnification
to which such persons may be entitled under the Company’s Notice of Articles or
Articles of the Company, by contract, as a matter of law, or otherwise, or
under any power that the Company may have to indemnify them or hold them
harmless.


 


3.5                                 Decisions Binding.  All determinations, decisions and
interpretations of the Committee, the Board, and any delegate of the Committee
pursuant to the provisions of the Plan or any Award Agreement shall be final,
conclusive, and binding on all persons, and shall be given the maximum
deference permitted by law.


 


ARTICLE IV

SHARES SUBJECT TO THE PLAN


 


4.1                                 Number of Shares.  Subject to adjustment as provided in Section 4.3,
the number of Shares available for delivery pursuant to Awards granted under
the Plan shall be 2,380,816 Shares. 
Shares awarded under the Plan may be authorized but unissued Shares,
authorized and issued Shares reacquired and held as treasury Shares or a
combination thereof.  To the extent
permitted by applicable law or exchange rules, Shares issued in assumption of,
or in substitution for, any outstanding awards of any entity acquired in any
form of combination by the Company or any Subsidiary or Affiliate shall not
reduce the Shares available for grants of Awards under this Section 4.1.  The maximum number of Shares with respect to
which Incentive Stock Options may be granted shall be 2,380,816.  No
more than 33% of the Shares reserved for issuance hereunder shall, in the
aggregate, be granted in the form of Restricted Stock.


 


4.2                                 Lapsed Awards.  To the extent that Shares subject to an
outstanding Option (except to the extent Shares are issued or delivered by the
Company in connection with the exercise of a tandem SAR) or other Award are not
issued or delivered by reason of (i) the expiration, 


 


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cancellation,
forfeiture or other termination of such Award, (ii) the withholding of
such Shares in satisfaction of applicable federal, state or local taxes or (iii) of
the settlement of all or a portion of such Award in cash, then such Shares
shall again be available under this Plan.


 


4.3                                 Changes in Capital Structure.  Unless otherwise provided in the Award
Agreement, in the event that any extraordinary dividend or other extraordinary
distribution (whether in the form of cash, Shares, other securities, or other
property), recapitalization, stock split, reverse stock split, reorganization,
merger, consolidation, split-up, spin-off, combination, repurchase, change of
control or exchange of Shares or other securities of the Company, or other
corporate transaction or event (each a “Corporate Event”) affects the
Shares, the Board shall, in such manner as it in good faith deems equitable,
adjust any or all of (i) the number of Shares or other securities of the
Company (or number and kind of other securities or property) with respect to
which Awards may be granted, (ii) the number of Shares or other securities
of the Company (or number and kind of other securities or property) subject to
outstanding Awards, and (iii) the Exercise Price or Base Price with
respect to any Award, or make provision for an immediate cash payment to the
holder of an outstanding Award in consideration for the cancellation of such
Award.


 


4.3.1                        If the Company enters into or is involved in any Corporate Event,
the Board may, prior to such Corporate Event and upon such Corporate Event,
take such action as it deems appropriate, including, but not limited to,
replacing Awards with substitute awards in respect of the Shares, other
securities or other property of the surviving corporation or any affiliate of
the surviving corporation on such terms and conditions, as to the number of
Shares, pricing and otherwise, which shall substantially preserve the value,
rights and benefits of any affected Awards granted hereunder as of the date of
the consummation of the Corporate Event. 
Notwithstanding anything to the contrary in the Plan, if a Change in
Control occurs, with respect to clauses (a), (c) and (d) of such
definition only, the Company shall have the right, but not the obligation, to
cancel each Participant’s Awards immediately prior to such Change in Control
and to pay to each affected Participant in connection with the cancellation of
such Participant’s Awards, an amount equal that the Committee, in its sole
discretion, and in good faith, determines to be the equivalent value of such
Award (e.g., in the case of an Option or SAR, the amount of the spread), it
being understood that the equivalent value of an Option or SAR with an exercise
price greater than or equal to the fair market value of the underlying Shares
shall be $0.


 


4.3.2                        Upon receipt by any affected Participant of any such substitute
awards (or payment) as a result of any such Corporate Event, such Participant’s
affected Awards for which such substitute awards (or payment) were received
shall be thereupon cancelled without the need for obtaining the consent of any
such affected Participant.  Any actions
or determinations of the Committee under this Section 4.3 need not be
uniform as to all outstanding Awards, nor treat all Participants identically.


 


4.4                                 Minimum Purchase Price.  Notwithstanding any provision of this Plan to
the contrary, if authorized but previously unissued Shares are issued under
this Plan, such Shares shall not be issued for a consideration that is less
than as permitted under applicable law.


 


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ARTICLE V

EFFECTIVE DATE


 


The Plan has been adopted on April 20,
2010 (the “Effective Date”), subject, only in the case of the ability to
grant ISOs, to the approval of the shareholders of the Company.


 


ARTICLE VI

GENERAL REQUIREMENTS FOR AWARDS


 


6.1                                 Awards Under the Plan.  Awards under the Plan may be in the form of
Incentive Stock Options, Non-Qualified Stock Options, Stock Appreciation
Rights, Restricted Stock, Restricted Stock Units and Performance Awards, cash
payments and such other forms as the Committee in its discretion deems
appropriate, including any combination of the above.  No fractional Shares shall be issued under
the Plan nor shall any right be exercised under the Plan with respect to a
fractional Share.


 


6.2                                 General Eligibility.  All Eligible Individuals
are eligible to be granted Awards, subject to the terms and conditions of this
Plan.  Eligibility for the grant of
Awards and actual participation in this Plan shall be determined by the
Committee in its sole discretion.


 


6.3                                 Incentive Stock Options.  Notwithstanding anything
herein to the contrary, only eligible Employees of the Company, its
Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock
Options under this Plan.  Eligibility for
the grant of an Incentive Stock Option and actual participation in this Plan
shall be determined by the Committee in its sole discretion.


 


ARTICLE VII

STOCK OPTIONS


 


7.1                                 Grant of Options.  Subject to the provisions of the Plan,
Options may be granted to Participants at such times, and subject to such terms
and conditions, as determined by the Committee in its sole discretion.  An Award of Options may include Incentive
Stock Options, Non-Qualified Stock Options, or a combination thereof; provided,
however, that an Incentive Stock Option may only be granted to an Employee of
the Company or a Subsidiary and no Incentive Stock Option shall be granted more
than ten (10) years after the earlier of (i) the Effective Date or (ii) the
date this Plan is approved by the Company’s shareholders.


 


7.2                                 Award Agreement.  Each Option shall be evidenced by an Award
Agreement that shall specify the Exercise Price, the expiration date of the
Option, the number of Shares to which the Option pertains, any conditions to
the exercise of all or a portion of the Option, the conditions under which such
Options shall become vested, and such other terms and conditions as the
Committee, in its discretion, shall determine. 
The Award Agreement pertaining to an Option shall designate such Option
as an Incentive Stock Option or a Non-Qualified Stock Option.  Notwithstanding any such designation, to the
extent that the aggregate fair market value (determined as of the Grant Date)
of Shares with respect to which Options designated as Incentive Stock Options
are exercisable for the first time by a Participant during any calendar year
(under this Plan or any other plan of the Company, or any parent or subsidiary
as defined in Section 424 of the 


 


10

















 


Code) exceeds $100,000, such Options shall
constitute Non-Qualified Stock Options. 
For purposes of the preceding sentence, Incentive Stock Options shall be
taken into account in the order in which they are granted.


 


7.3                                 Exercise Price.  Subject to the other provisions of this Section,
the Exercise Price with respect to Shares subject to an Option shall be
determined by the Committee in its sole discretion; provided, however, that the
Exercise Price with respect to an Incentive Stock Option granted to a Ten
Percent Holder shall not be less than one hundred and ten percent (110%) of the
fair market value of a Share on the Grant Date. 
If and to the extent that an Option by its terms purports to be granted
at a price lower than that permitted by the Plan, such Option shall be deemed for
all purposes to have been granted at the lowest price that would have in fact
have been permitted by the Plan at the time of grant.


 


7.4                                 Expiration Dates.  Each Option shall terminate not later than
the expiration date specified in the Award Agreement pertaining to such Option;
provided, however, that the expiration date with respect to an Option shall not
be later than the tenth (10th) anniversary of its Grant Date and the expiration
date with respect to an Incentive Stock Option granted to a Ten Percent Holder
shall not be later than the fifth (5th) anniversary of its Grant Date.


 


7.5                                 Exercisability of Options.  Subject to Section 7.4, Options granted
under the Plan shall be exercisable at such times, and shall be subject to such
restrictions and conditions, as the Committee shall determine in its sole
discretion.  The exercise of an Option is
contingent upon payment by the optionee of the amount sufficient to pay all
taxes required to be withheld by any governmental agency.  Such payment may be in any form approved by
the Committee.


 


7.6                                 Method of Exercise.  Options shall be exercised in whole or in
part by the Participant’s delivery of a written notice of exercise to the
General Counsel and the Treasurer of the Company (or his or her designee),
setting forth the number of Shares with respect to which the Option is to be
exercised, accompanied by full payment of the Exercise Price with respect to
each such Share and an amount sufficient to pay all taxes required to be
withheld by any governmental agency.  The
Exercise Price shall be payable to the Company in full in cash or its
equivalent and no Shares resulting from the exercise of an Option shall be
issued until full payment therefore has been made.  The Committee, in its sole discretion, also
may permit exercise (a) by tendering previously acquired Shares or (b) by
any other means which the Committee, in its sole discretion, determines to both
provide legal consideration for the Shares, and to be consistent with the
purposes of the Plan.  As soon as practicable
after receipt of a written notification of exercise and full payment for the
Shares with respect to which the Option is exercised, the Company shall deliver
to the Participant Share certificates (or the equivalent if such Shares are
held in book entry form) for such Shares with respect to which the Option is
exercised.


 


7.7                                 Early Exercise.  The Committee may provide that an Option
include a provision whereby the Participant may elect at any time before the
Participant’s Termination to exercise the Option as to any part or all of the
Shares subject to the Option prior to the full vesting of the Option and such
Shares shall be subject to the provisions of Article VIII and treated as
Restricted Stock.  Any unvested Shares so
purchased may be subject to a repurchase option in favor of the Company or to
any other restriction the Committee determines to be appropriate.


 


11

















 


7.8                                 Restrictions on Share Transferability.  Incentive Stock Options
are not transferable, except by will or the laws of descent.  The Committee may impose such additional
restrictions on any Shares acquired pursuant to the exercise of an Option as it
may deem advisable, including, but not limited to, restrictions related to
applicable federal securities laws, the requirements of any national securities
exchange or system upon which Shares are then listed or traded, or any blue sky
or state securities laws.


 


7.9                                 Cashing Out of Option.  Unless otherwise provided in the Award
Agreement, on receipt of written notice of exercise, the Committee may elect to
cash out all or part of the portion of the Shares for which an Option is being
exercised by paying the optionee an amount, in cash or Shares, equal to the
excess of the Fair Market Value of the Shares over the option price times the
number of Shares for which the Option is being exercised on the effective date
of such cash-out.


 


7.10                           Certain Powers.  Notwithstanding anything herein to the
contrary, unless otherwise provided in the Award Agreement, the Committee may,
at its sole and absolute discretion, (i) lower the strike price of an
Option after it is granted, or take any other action with the effect of
lowering the strike price of an Option after it is granted or (ii) permit
Participants to cancel an Option in exchange for another Award.


 


7.11                           Incentive Stock Options.  Should any Option granted under this Plan be
designated an “Incentive Stock Option,” but fail, for any reason, to meet the
requirements of the Code for such a designation, then such Option shall be
deemed to be a Non-Qualified Stock Option and shall be valid as such according
to its terms.


 


ARTICLE VIII

STOCK AWARDS


 


8.1                                 Grant of Stock Awards.  Subject to the provisions of the Plan, Stock
Awards may be granted to such Participants at such times, and subject to such
terms and conditions, as determined by the Committee in its sole
discretion.  Stock Awards may be issued
either alone or in addition to other Awards granted under the Plan.


 


8.2                                 Stock Award Agreement.  Each Stock Award shall be evidenced by an
Award Agreement that shall specify the number of Shares granted, the price, if
any, to be paid for the Shares, the Period of Restriction applicable to a
Restricted Stock Award or RSU Award, the vesting conditions to which the Stock Award
is subject and such other terms and conditions as the Committee, in its sole
discretion, shall determine.


 


8.3                                 Acceptance.  Awards of Restricted Stock must be accepted
within a period of sixty (60) days (or such other period as the Committee may
specify) after the grant date, by executing a Restricted Stock Award Agreement
and by paying whatever price (if any) the Committee has designated
thereunder.  If the Restricted Stock
Award Agreement is not so executed, such Award shall be null and void.


 


8.4                                 Transferability/Share Certificates.  Subject to Section 14.6, Shares subject
to a Stock Award may not be sold, transferred, pledged, assigned, or otherwise
alienated or hypothecated during a Period of Restriction.  During the Period of Restriction, a Restricted
Stock Award may be 


 


12

















 


registered in the holder’s name or a
nominee’s name at the discretion of the Company and may bear a legend as
described in Section 8.5.2.  Unless
the Committee determines otherwise, shares of Restricted Stock shall be held by
the Company as escrow agent during the applicable Period of Restriction,
together with stock powers or other instruments of assignment (including a
power of attorney), each endorsed in blank with a guarantee of signature if
deemed necessary or appropriate by the Company, which would permit transfer to
the Company of all or a portion of the Shares subject to the Restricted Stock
Award in the event such Award is forfeited in whole or part.


 


8.5                                 Other Restrictions.  The Committee, in its sole discretion, may
impose such other restrictions on Shares subject to a Stock Award as it may
deem advisable or appropriate.


 


8.5.1                        General Restrictions.  The Committee may set restrictions based upon
applicable federal or state securities laws, or any other basis determined by
the Committee in its discretion.


 


8.5.2                        Legend on Certificates.  The Committee, in its sole discretion, may
legend the certificates representing Restricted Stock during the Period of
Restriction to give appropriate notice of such restrictions.  For example, the Committee may determine that
some or all certificates representing Shares of Restricted Stock shall bear the
following legend: “The sale or other transfer of the shares of stock
represented by this certificate, whether voluntary, involuntary, or by
operation of law, is subject to certain restrictions on transfer as set forth
in the RDA Holding Co. 2010 Equity Incentive Plan (the “Plan”), and in a
Restricted Stock Award Agreement (as defined by the Plan).  A copy of the Plan and such Restricted Stock
Award Agreement may be obtained from the Chief Human Resources Officer of RDA Holding Co.”


 


8.6                                 Removal of Restrictions.  Shares of Restricted Stock covered by a
Restricted Stock Award made under the Plan shall be released from escrow as
soon as practicable after the termination of the Period of Restriction and,
subject to the Company’s right to require payment of any taxes, a certificate
or certificates evidencing ownership of the requisite number of Shares shall be
delivered to the Participant.


 


8.7                                 Voting Rights.  During the Period of Restriction,
Participants holding Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares, unless otherwise provided in
the Award Agreement.


 


8.8                                 Dividends and Other Distributions.  Unless otherwise provided in the Award
Agreement, Participants  shall be
entitled to receive all dividends and other distributions paid with respect to
Stock Awards provided, that any such dividends or other distributions will be
subject to the same vesting requirements as the underlying Stock Awards and
shall be paid at the time the Stock Award becomes vested.  If any dividends or distributions are paid in
Shares, such Shares shall be deposited with the Company and shall be subject to
the same restrictions on transferability and forfeitability as the Stock Awards
with respect to which they were paid.


 


13

















 


ARTICLE IX

STOCK APPRECIATION RIGHTS


 


9.1                                 Grant of SARs.  Subject to the provisions of the Plan, SARs
may be granted to such Participants at such times, and subject to such terms
and conditions, as shall be determined by the Committee in its sole discretion.


 


9.2                                 Base Price and Other Terms.  The Committee, subject to the provisions of
the Plan, shall have complete discretion to determine the terms and conditions
of SARs granted under the Plan.  Without
limiting the foregoing, the Base Price with respect to Shares subject to a
tandem SAR shall be the same as the Exercise Price with respect to the Shares
subject to the related Option.


 


9.3                                 SAR Agreement.  Each SAR grant shall be evidenced by an Award
Agreement that shall specify the Base Price (which shall not be less than one
hundred percent (100%) of the fair market value of a Share on the Grant Date),
the term of the SAR, the vesting conditions of the SAR, the conditions of
exercise, and such other terms and conditions as the Committee, in its sole
discretion, shall determine.


 


9.4                                 Expiration Dates.  Each SAR shall terminate no later than the
tenth (10th) anniversary of its Grant Date; provided, however, that the
expiration date with respect to a tandem SAR shall not be later than the
expiration date of the related Option.


 


9.5                                 Exercisability.


 


9.5.1                        Method of Exercise.  Unless otherwise specified in the Award
Agreement pertaining to a SAR, a SAR may be exercised (a) by the
Participant’s delivery of a written notice of exercise to the General Counsel
of the Company (or his or her designee) setting forth the number of whole SARs
which are being exercised, (b) in the case of a tandem SAR, by
surrendering to the Company any Options which are cancelled by reason of the
exercise of such SAR, and (c) by executing such documents as the Company
may reasonably request.


 


9.5.2                        Tandem SARs.  Tandem SARs (i.e., SARs issued in tandem with
Options) shall be exercisable only at such time or times and to the extent that
the Options to which they relate shall be exercisable in accordance with the
provisions of Article VII.  The
related Options which have been surrendered by the exercise of a tandem SAR, in
whole or in part, shall no longer be exercisable to the extent the related
tandem SARs have been exercised.


 


9.5.3                        Discretionary Limitations.  If the Committee provides, in its discretion,
that any such right is exercisable subject to certain limitations (including,
without limitation, that it is exercisable only in installments or within
certain time periods), the Committee may waive such limitations on the
exercisability at any time at or after grant in whole or in part (including,
without limitation, waiver of the installment exercise provisions or
acceleration of the time at which such right may be exercised), based on such
factors, if any, as the Committee shall determine, in its sole discretion.  Unless otherwise set forth in an Award
Agreement or determined by the Committee, in the event that a written
employment agreement between the Company and a Participant provides for a
vesting schedule that is more favorable than the vesting schedule provided in
the form of 


 


14

















 


Award agreement,
the vesting schedule in such employment agreement shall govern, provided that
such agreement is in effect on the date of grant and applicable to the specific
Award.


 


9.6                                 Payment.  Except as otherwise provided in the relevant
Award Agreement, upon exercise of a SAR, the Participant shall be entitled to
receive payment from the Company in an amount determined by multiplying: (i) the
amount by which the Fair Market Value of a Share on the date of exercise
exceeds the Base Price specified in the Award Agreement pertaining to such SAR
by (ii) the number of Shares with respect to which the SAR is exercised.


 


9.7                                 Payment Upon Exercise of SAR.  Payment to a Participant upon the exercise of
the SAR shall be made, as determined by the Committee in its sole discretion,
either (a) in cash, (b) in Shares with a Fair Market Value equal to
the amount of the payment or (c) in a combination thereof, as set forth in
the applicable Award Agreement.


 


ARTICLE X

PERFORMANCE AWARDS


 


10.1                           General.  The Committee may grant a Performance Award
to the Participant, payable in any form described in Section 6.1, upon the
attainment of specific Performance Goals. 
If the Performance Award is payable in shares of Restricted Stock, such
shares shall be transferable to the Participant only upon attainment of the
relevant Performance Goal in accordance with Article VIII.  If the Performance Award is payable in cash,
it may be paid upon attainment of the relevant Performance Goals either in cash
or in shares of Restricted Stock (based on the then current Fair Market Value
of such Shares), as determined by the Committee, in its sole and absolute
discretion.  Each Performance Award shall
be evidenced by an Award Agreement in such form that is not inconsistent with
the Plan and that the Committee may from time to time approve.  Performance Awards granted under the Plan
shall be subject to the following terms and conditions and such additional
terms and conditions, not inconsistent with the terms of the Plan, as the
Committee shall deem desirable, which additional terms and conditions shall be
reflected in the applicable Award Agreement.


 


10.2                           Performance Goals.  Unless otherwise prohibited by applicable
law, the Committee shall have the authority to grant Awards under this Plan
that are contingent upon the achievement of Performance Goals.  Such Performance Goals are to be specified in
the relevant Award Agreement and may be based on such factors including, but
not limited to: (a) revenue, (b) earnings per Share (basic and
diluted), (c) net income per Share, (d) Share price, (e) pre-tax
profits, (f) net earnings, (g) net income, (h) operating income,
(i) cash flow (including, without limitation, operating cash flow, free
cash flow, discounted cash flow, return on investment and cash flow in excess
of cost of capital), (j) earnings before interest, taxes, depreciation and
amortization, (k) earnings before interest and taxes, (l) sales,
(m) total stockholder return relative to assets, (n) total
stockholder return relative to peers, (o) financial returns (including,
without limitation, return on assets, return on net assets, return on equity
and return on investment), (p) cost reduction targets, (q) customer
satisfaction, (r) customer growth, (s) employee satisfaction,
(t) gross margin, (u) revenue growth, (v) market share,
(w) book value per share, (x) expenses and expense ratio management,
(y) system-wide sales or system-wide sales growth, (z) traffic or
customer counts, (aa) new product sales, (bb) any combination of the
foregoing or (cc) such other criteria as the Committee may determine.  Performance Goals may be in respect of the
performance of the 


 


15

















 


Company, any of its Subsidiaries or
Affiliates or any combination thereof on either a consolidated, business unit
or divisional level.  Performance Goals
may be absolute or relative (to prior performance of the Company or to the
performance of one or more other entities or external indices) and may be
expressed in terms of a progression within a specified range.  Multiple Performance Goals may be established
and may have the same or different weighting.


 


10.3                           Additional Criteria.  The foregoing criteria shall have any
reasonable definitions that the Committee may specify, which may include or
exclude any or all of the following items, as the Committee may specify:
extraordinary, unusual or non-recurring items; effects of accounting changes;
effects of currency fluctuations; effects of financing activities (e.g., effect
on earnings per share of issuing convertible debt securities); expenses for
restructuring, productivity initiatives or new business initiatives;
non-operating items; acquisition expenses; and effects of divestitures.  Any such performance criterion or combination
of such criteria may apply to the Participant’s award opportunity in its
entirety or to any designated portion or portions of the award opportunity, as
the Committee may specify.


 


10.4                           Adjustment to Performance Goals.  At any time prior to payment of an Award, the
Committee may adjust previously established Performance Goals and other terms
and conditions of the Award to reflect major unforeseen events, including,
without limitation, changes in laws, regulations or accounting policies or
procedures, mergers, acquisitions or divestitures or extraordinary, unusual or
non-recurring items.


 


10.5                           Value, Form and Payment of Performance Award.  The Committee will
establish the value or range of value of the Performance Award, the form in
which the Award will be paid, and the date(s) and timing of payment of the
Award.  The Participant will be entitled
to receive the Performance Award only upon the attainment of the Performance
Goals and such other criteria as may be prescribed by the Committee during the
Performance Period.


 


ARTICLE XI

PARTICIPANT TERMINATION


 


11.1                           Unless otherwise provided in the applicable Award Agreement or as
determined by the Company, Options or SARs that are not vested as of the date
of a Participant’s Termination for any reason shall terminate and expire as of
the date of such Termination.  Unless
otherwise provided in the applicable Award Agreement or as determined by the
Company, upon a Participant’s Termination for any reason:  (i) during the relevant Restriction
Period, all Stock Awards still subject to restriction shall be forfeited; and (ii) any
unvested Performance Award shall be forfeited.


 


ARTICLE XII

CHANGE IN CONTROL


 


Unless otherwise provided in an Award Agreement,
in the event of a Change in Control, unless the right to accelerated vesting,
the lapse of restrictions or risks of forfeiture, or accelerated delivery or
receipt of cash provided for herein is waived or deferred by a Participant and
the Company by written notice prior to the Change in Control, all restrictions
and risks of forfeiture on Awards (other than those imposed by law or
regulation) shall lapse, and all deferral or vesting 


 


16

















 


periods relating to Awards shall
immediately expire.  In the event of a
Change in Control, the Board can unilaterally implement or negotiate a
procedure with any party to the Change in Control pursuant to which all
Participants’ unexercised Options may be cashed out as part of the purchase
transaction, without requiring exercise, for the difference between the
purchase price and the Exercise Price.


 


ARTICLE XIII

AMENDMENT, TERMINATION AND DURATION


 


13.1                           Amendment, Suspension or Termination.  The Board, in its sole
discretion, may amend, suspend or terminate the Plan, or any part thereof, at
any time and for any reason, subject to any requirement of stockholder approval
required by applicable law, rule or regulation, including, without
limitation, Section 422 of the Code and the rules of the applicable
securities exchange; provided, however, the Board may amend the Plan and any
Award Agreement without shareholder approval as necessary to avoid the
imposition of any taxes under Section 409A of the Code.  Subject to the preceding sentence, the
amendment, suspension or termination of the Plan shall not, without the consent
of the Participant, materially adversely alter or impair any rights or
obligations under any Award theretofore granted to such Participant.  Notwithstanding the foregoing, the Committee
may, but shall not be required to, amend or modify any Award to the extent
necessary to avoid the imposition of taxes under Section 409A of the
Code.  The Company intends to administer
the Plan and all Awards granted thereunder in a manner that complies with Code Section 409A,
however, the Company shall not be responsible for any additional tax imposed
pursuant to Code Section 409A, nor will the Company indemnify or otherwise
reimburse Participant for any liability incurred as a result of Code Section 409A.  No Award may be granted during any period of
suspension or after termination of the Plan.


 


13.2                           Duration of the Plan.  The Plan shall, subject to Section 13.1,
terminate ten (10) years after adoption, unless earlier terminated by the
Board and no further Awards shall be granted under the Plan.  The termination of the Plan shall not affect
any Awards granted prior to the termination of the Plan.


 


ARTICLE XIV

MISCELLANEOUS


 


14.1                           No Effect on Employment or Service.  Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any Participant’s
employment or service at any time, for any reason and with or without cause.


 


14.2                           Participation.  No person shall have the right to be selected
to receive an Award under this Plan, or, having been so selected, to be
selected to receive a future Award.  The
Committee’s determination under the Plan (including, without limitation,
determination of the eligible Employees who shall be granted Awards, the form,
amount and timing of such Awards, the terms and provisions of Awards and the
Awards Agreements and the establishment of Performance Goals) need not be
uniform and may be made by it selectively among eligible Employees who receive
or are eligible to receive Awards under the Plan, whether or not such eligible
Employees are similarly situated.


 


17

















 


14.3                           Unfunded Status.  The Plan is intended to constitute an “unfunded”
plan for incentive and deferred compensation. 
With respect to any payments not yet made to a Participant by the
Company, nothing set forth herein shall give any Participant any rights that
are greater than those of a general creditor of the Company.  In its sole and absolute discretion, the Committee
may authorize the creation of trusts or other arrangements to meet the
obligations created under the Plan to deliver Shares or payments in lieu of or
with respect to Awards hereunder; provided, however, that the existence of such
trusts or other arrangements is consistent with the unfunded status of the
Plan.


 


14.4                           Successors.  All obligations of the Company under the
Plan, with respect to Awards granted hereunder, shall be binding on any
successor to the Company, whether the existence of such successor is the result
of a direct or indirect purchase, merger, consolidation or otherwise, of all or
substantially all of the business or assets of the Company.


 


14.5                           Beneficiary Designations.  Subject to the restrictions in Section 14.6
below, a Participant under the Plan may name a beneficiary or beneficiaries to
whom any vested but unpaid Award shall be paid in the event of the Participant’s
death.  For purposes of this Section, a
beneficiary may include a designated trust having as its primary beneficiary a
family member of a Participant.  Each
such designation shall revoke all prior designations by the Participant and
shall be effective only if given in a form and manner acceptable to the
Committee.  In the absence of any such
designation, any vested benefits remaining unpaid at the Participant’s death
shall be paid to the Participant’s estate and, subject to the terms of the Plan
and of the applicable Award Agreement, any unexercised vested Award may be
exercised by the administrator or executor of the Participant’s estate.


 


14.6                           Nontransferability of Awards.  No Award granted under the Plan may be sold,
transferred, pledged, assigned, or otherwise alienated or hypothecated, other
than by will, by the laws of descent and distribution; provided, however, that
except as provided by in the relevant Award Agreement or as determined by the
Committee, a Participant may transfer, without consideration, an Award other
than an Incentive Stock Option to one or more members of his or her Immediate
Family, to a trust established for the exclusive benefit of one or more members
of his or her Immediate Family, to a partnership in which all the partners are
members of his or her Immediate Family, or to a limited liability company in
which all the members are members of his or her Immediate Family; provided,
further, that any such Immediate Family, and any such trust, partnership and
limited liability company, shall agree to be and shall be bound by the terms of
the Plan, and by the terms and provisions of the applicable Award Agreement and
any other agreements covering the transferred Awards.  All rights with respect to an Award granted
to a Participant shall be available during his or her lifetime only to the
Participant and may be exercised only by the Participant or the Participant’s
legal representative.


 


14.7                           No Rights as Shareholder.  Except to the limited extent provided in
Sections 8.7 and 8.8, no Participant (nor any beneficiary) shall have any of
the rights or privileges of a shareholder of the Company with respect to any
Shares issuable pursuant to an Award (or exercise thereof), unless and until
certificates representing such Shares, if any, or in the event the Shares are
non-certificate, such other method of recording beneficial ownership, shall
have been issued, recorded on the records of the Company or its transfer agents
or registrars, and delivered to the Participant (or beneficiary).


 


18

















 


14.8                           Withholding.


 


14.8.1                  General.  As a
condition to the settlement of any Award hereunder, a Participant shall be
required to pay in cash, or to make other arrangements satisfactory to the
Company (including, without limitation, authorizing withholding from payroll,
reducing the number of Shares otherwise deliverable or delivering Share already
owned), an amount sufficient to satisfy any federal, state, local and foreign taxes of any
kind (including, but not limited to, the Participant’s FICA and SDI
obligations) which the Company, in its sole discretion, deems necessary to
comply with the Code and/or any other applicable law, rule or regulation
with respect to the Award.  Unless the
tax withholding obligations of the Company are satisfied, the Company shall
have no obligation to issue a certificate or book-entry transfer for such
Shares.


 


14.8.2                  Withholding Arrangements.  The Committee or the Company, in its sole
discretion and pursuant to such procedures as it may specify from time to time,
may permit or require a Participant to satisfy all or part of the tax
withholding obligations in connection with an Award by (a) paying cash, (b) having
the Company withhold otherwise deliverable Shares, (c) delivering to the Company already-owned Shares
having a fair market value equal to the tax obligation, or (d) any
combination of the foregoing.


 


14.9                           No Corporate Action Restriction.  The existence of the Plan, any Award
Agreement and/or the Awards granted hereunder shall not limit, affect or
restrict in any way the right or power of the Board or the shareholders of the
Company to make or authorize (a) any adjustment, recapitalization,
reorganization or other change in the Company’s or any Subsidiary’s or
Affiliate’s capital structure or business, (b) any merger, consolidation
or change in the ownership of the Company or any Subsidiary or Affiliate, (c) any
issue of bonds, debentures, capital, preferred or prior preference stocks ahead
of or affecting the Company’s or any Subsidiary’s or Affiliate’s capital stock
or the rights thereof, (d) any dissolution or liquidation of the Company
or any Subsidiary or Affiliate, (e) any sale or transfer of all or any
part of the Company’s or any Subsidiary’s or Affiliate’s assets or business, or
(f) any other corporate act or proceeding by the Company or any Subsidiary
or Affiliate.  No Participant, beneficiary
or any other person shall have any claim against any Member of the Board or the
Committee, the Company or any Subsidiary or Affiliate, or any employees,
officers, shareholders or agents of the Company or any Subsidiary or Affiliate,
as a result of any such action.


 


14.10                     Conditions and Restrictions on Shares.  Each Participant to whom
an Award is made under the Plan shall (i) enter into an Award Agreement
with the Company that shall contain such provisions consistent with the
provisions of the Plan, as may be approved by the Committee and (ii) to
the extent the Award is made at a time prior to the date Shares are listed for
trading on an established securities exchange, enter into a “Stockholder’s
Agreement” or other similar agreement that is substantially similar in all
material respect to any stockholder’s agreement entered into by any other
employee of the Company or its Subsidiaries in connection with the Award of any
equity-based compensation and if deemed necessary or appropriate by the
Company, the Participant shall provide other instruments of assignment
(including a power of attorney), each endorsed in blank with a guarantee of
signature, which would permit the Company to cause Participant to become
subject to any such agreement.  If the
Participant does not satisfy clauses (i) and (ii) above within the
time period specified by the Company the Award granted to such Participant
shall be null and void and the Participant shall have no further rights
thereunder.  Each 


 


19

















 


Award made hereunder shall be subject to
the requirement that if at any time the Company determines that the listing,
registration or qualification of the Shares subject to such Award upon any
securities exchange or under any law, or the consent or approval of any
governmental body, or the taking of any other action is necessary or desirable
as a condition of, or in connection with, the exercise or settlement of such
Award or the delivery of Shares thereunder, such Award shall not be exercised
or settled and such Shares shall not be delivered unless such listing,
registration, qualification, consent, approval or other action shall have been
effected or obtained, free of any conditions not acceptable to the Company.  The Company may require that certificates
evidencing Shares delivered pursuant to any Award made hereunder bear a legend
indicating that the sale, transfer or other disposition thereof by the holder
is prohibited except in compliance with the Securities Act of 1933, as amended,
and the rules and regulations thereunder. 
Finally, no Shares shall be issued and delivered under the Plan, unless
the issuance and delivery of those Shares shall comply with all relevant
regulations and any registration, approval or action thereunder.


 


14.11                     Gender and Number.  Except where otherwise indicated by the
context, any masculine term used herein also shall include the feminine; the
plural shall include the singular and the singular shall include the plural.


 


14.12                     Severability.  In the event any provision of the Plan or of
any Award Agreement shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining parts of the Plan or
the Award Agreement, and the Plan and/or the Award Agreement shall be construed
and enforced as if the illegal or invalid provision had not been included.


 


14.13                     Requirements of Law.  The granting of Awards and the issuance of
Shares under 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.


 


14.14                     Governing Law.  The Plan and all determinations made and
actions taken pursuant hereto to the extent not otherwise governed by the Code
or the securities laws of the United States, shall be governed by the law of
the State of New York and
construed accordingly.


 


14.15                     Jurisdiction; Waiver of Jury Trial.  Any suit, action or proceeding with respect
to this Plan or any Award Agreement, or any judgment entered by any court of
competent jurisdiction in respect of any thereof, shall be brought in any Court
in the State of New York, and the Company and each Participant shall submit to
the exclusive jurisdiction of such courts for the purpose of any such suit,
action, proceeding or judgment.  The
Company and each Participant shall irrevocably waive any objections which he,
she or it may have to the laying of the venue of any suit, action or proceeding
arising out of or relating to this Plan or any Award Agreement brought in any
Court in the State of New York, and shall further irrevocably waive any claim
that any such suit, action or proceeding brought in any such court has been
brought in any inconvenient forum.  The
Company and each Participant shall waive any right he, she or it may have to
trial by jury in respect of any litigation based on, arising out of, under or
in connection with this Plan or any Award Agreement or any course of conduct,
course of dealing, verbal or written statement or action of any party to any Award
Agreement or relating to this Plan in any way.


 


14.16                     Captions.  Captions are provided herein for convenience
only, and shall not serve as a basis for interpretation or construction of the
Plan.


 


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14.17                     Payments to Minors.
Any benefit payable to or for the benefit of a minor, an incompetent person or
other person incapable of receipt thereof shall be deemed paid when paid to
such person’s guardian or to the party providing or reasonably appearing to
provide for the care of such person, and such payment shall fully discharge the
Committee, the Board, the Company, its Affiliates and their employees, agents
and representatives with respect thereto.


 


14.18                     Section 409A of the Code.  The Plan is intended to comply with the
applicable requirements of Section 409A of the Code and shall be limited,
construed and interpreted in accordance with such intent.  To the extent that any Award is subject to Section 409A
of the Code, it shall be paid in a manner that will comply with Section 409A
of the Code, including proposed, temporary or final regulations or any other
guidance issued by the Secretary of the Treasury and the Internal Revenue
Service with respect thereto. 
Notwithstanding anything herein to the contrary, any provision in the
Plan that is inconsistent with Section 409A of the Code shall be deemed to
be amended to comply with Section 409A of the Code and to the extent such
provision cannot be amended to comply therewith, such provision shall be null
and void.  The Company shall have no
liability to a Participant, or any other party, if an Award that is intended to
be exempt from, or compliant with, Code Section 409A is not so exempt or
compliant or for any action taken by the Committee or the Company and, in the
event that any amount or benefit under the Plan becomes subject to penalties
under Section 409A, responsibility for payment of such penalties shall
rest solely with the affected Participant(s) and not with the Company.


 


14.19                     Other Benefits. 
No Award granted or paid out under this Plan shall be deemed
compensation for purposes of computing benefits under any retirement plan of
the Company or its Affiliates nor affect any benefits under any other benefit
plan now or subsequently in effect under which the availability or amount of
benefits is related to the level of compensation.


 


14.20                     Costs.  The Company shall bear all expenses
associated with administering this Plan, including expenses of issuing Shares
pursuant to any Awards hereunder.


 


14.21                     Award Agreement.  Notwithstanding any other provision of the
Plan, to the extent the provisions of any Award Agreement are inconsistent with
terms of the Plan and such inconsistency is a result of compliance with laws of
the jurisdiction in which the Participant is resident or is related to taxation
of such Award in such jurisdiction, the relevant provisions of the particular
Award Agreement shall govern.


 


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