Exhibit 10.01

    


    MSC
INDUSTRIAL DIRECT CO., INC.

    


    2005
OMNIBUS INCENTIVE PLAN

    


    As
adopted January 3, 2006 and amended through January 13, 2011

    


    1.     ESTABLISHMENT AND
PURPOSE.

    


            The
MSC Industrial Direct Co., Inc. 2005 Omnibus Incentive Plan (the "Plan") is established by MSC
Industrial Direct Co., Inc., a New York corporation (the " Company "), to attract and
retain persons eligible to participate in the Plan; motivate Participants to
achieve short and long-term Company goals; and further align Participants'
interests with those of the Company's other stockholders. The Plan is adopted as
of November 23, 2005, subject to approval by the Company's stockholders
within 12 months after such adoption date. No Awards that are settled in
Stock shall be granted hereunder prior to the approval of the Plan by the
Company's stockholders. Unless the Plan is discontinued earlier by the Board as
provided herein, no Award shall be granted hereunder on or after the date
10 years after the Effective Date. The Plan shall terminate on
January 3, 2016 or such earlier time as the Board may
determine.

    


            Certain
terms used herein are defined as set forth in Section 10.

    


    2.     ADMINISTRATION;
ELIGIBILITY.

    


            The
Plan shall be administered by the Compensation Committee, or such other
Committee, appointed by the Board consisting of three (3) or more members
of the Board all of whom are intended to be "non-employee directors" within the
meaning of Section 16 of the Securities Exchange Act of 1934 and the
regulations promulgated thereunder and "outside directors" within the
contemplation of Section 162(m) of the Code; provided, however, that, if
at any time no Compensation Committee or other Committee has been appointed or
is eligible to act in the circumstances, the Plan shall be administered by the
Board. The Plan may be administered by different Committees with respect to
different groups of Eligible Individuals. As used herein, the term "Administrator" means the
Board, the Compensation Committee or any of the Board's other Committees as
shall be administering the Plan. A majority of the members of the Compensation
Committee, such other Committee or the Board, as applicable, shall constitute a
quorum, and all determinations shall be made by a majority of the members
thereof.

    


            The
Administrator shall have plenary authority to grant Awards pursuant to the terms
of the Plan to Eligible Individuals. Participation shall be limited to such
persons as are selected by the Administrator. Subject to Section 409A of
the Code, awards may be granted as alternatives to, in exchange or substitution
for, or replacement of, awards outstanding under the Plan or any other plan or
arrangement of the Company or a Subsidiary (including a plan or arrangement of a
business or entity, all or a portion of which is acquired by the Company or a
Subsidiary). The provisions of Awards need not be the same with respect to each
Participant.

    


            Among
other things, the Administrator shall have the authority, subject to the terms
of the Plan:

    


    (a) 
to select the Eligible Individuals to whom Awards may from time to time be
granted;

     

    (b) 
to determine whether and to what extent Stock Options, Stock Appreciation
Rights, Stock Awards, Cash Awards or any combination thereof are to be granted
hereunder;

     

    (c) 
to determine the number of shares of Stock to be covered by each Award granted
hereunder that is not a Cash Award;

     

    (d) 
to approve forms of agreement for use under the Plan;


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (e) 
to determine the terms and conditions, not inconsistent with the terms of this
Plan, of any Award granted hereunder (including, but not limited to, the option
price, any vesting restriction or limitation, any performance condition, any
vesting acceleration or waiver of forfeiture, and any right of repurchase, right
of first refusal or other transfer restriction regarding any Award and the shares of Stock relating thereto, based on such
factors or criteria as the Administrator shall determine);

     

    (f) 
subject to Section 9(a), to modify, amend or adjust the terms and
conditions of any Award, at any time or from time to time, including, but not
limited to, with respect to (i) performance goals and targets applicable to
performance based Awards pursuant to the terms of the Plan and
(ii) extension of the post-termination exercisability period of Stock
Options;

     

    (g) 
to determine to what extent and under what circumstances Stock and other amounts
payable with respect to an Award shall be deferred;

     

    (h) 
to determine the Fair Market Value; and

     

    (i) 
to determine the type and amount of consideration to be received by the Company
for any Stock Award issued under Section 6.

    


            The
Administrator shall have the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it shall,
from time to time, deem advisable, to interpret the terms and provisions of the
Plan and any Award issued under the Plan (and any agreement relating thereto)
and to otherwise supervise the administration of the Plan.

    


            Except
to the extent prohibited by applicable law, the Administrator may allocate all
or any portion of its responsibilities and powers to any one or more of its
members and may delegate all or any portion of its responsibilities and powers
to any other person or persons selected by it. Any such allocation or delegation
may be revoked by the Administrator at any time. The Administrator may authorize
any one or more of their members or any officer of the Company to execute and
deliver documents on behalf of the Administrator.

    


            Any
determination made by the Administrator or pursuant to delegated authority
pursuant to the provisions of the Plan with respect to any Award shall be made
in the sole discretion of the Administrator or such delegate at the time of the
grant of the Award or, unless in contravention of any express term of the Plan,
at any time thereafter. All decisions made by the Administrator or any
appropriately delegated officer pursuant to the provisions of the Plan shall be
final and binding on all persons, including the Company and
Participants.

    


            No
member of the Administrator, and no officer of the Company, shall be liable for
any action taken or omitted to be taken by such individual or by any other
member of the Administrator or officer of the Company in connection with the
performance of duties under this Plan, except for such individual's own willful
misconduct or as expressly provided by law.

    


    3.     STOCK SUBJECT TO
PLAN.

    


            Subject
to adjustment as provided in this Section 3, the aggregate number of shares
of Stock which may be delivered under the Plan shall not exceed 6,200,000
shares.

    


            To
the extent any shares of Stock covered by an Award are not delivered to a
Participant or beneficiary thereof because the Award expires, is forfeited,
lapses without exercise, canceled or otherwise terminated, or the shares of
Stock are not delivered because the Award is settled in cash or are used to
satisfy the applicable tax withholding obligation, such shares shall not be
deemed to have been delivered for purposes of determining the maximum number of
shares of Stock available for delivery under the Plan with respect to, and shall
be available for, future grants of Awards.

    


            Subject
to adjustment as provided in this Section 3, the maximum number of shares
that may be covered by Stock Options, Stock Appreciation Rights and Stock
Awards, in the aggregate, granted to any one Participant during any calendar
year shall be 400,000 shares.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


            In the
event of any Company stock dividend, special cash dividend, stock split,
combination or exchange of shares, recapitalization or other change in the
capital structure of the Company, corporate separation or division of the
Company (including, but not limited to, a split-up, spin-off, split-off or other
distribution to Company stockholders, other than a normal cash dividend), sale
by the Company of all or a substantial portion of its assets (measured on either
a stand-alone or consolidated basis), reorganization, rights offering, partial
or complete liquidation, merger or consolidation in which the Company is the
surviving corporation, or any other corporate transaction, Company share
offering or other event involving the Company and having an effect similar to
any of the foregoing, the Administrator may make such substitution or
adjustments in the (a) number and kind of shares that may be delivered under the
Plan, (b) additional maximums imposed in the immediately preceding
paragraph, (c) number and kind of shares subject to outstanding Awards,
(d) exercise price of outstanding Stock Options and Stock Appreciation
Rights and (e) other characteristics or terms of the Awards as it may
determine appropriate in its sole discretion to equitably reflect such corporate
transaction, share offering or other event; provided, however, that the
number of shares subject to any Award shall always be a whole
number.

    


            In
the event of the dissolution or liquidation of the Company, or a merger,
reorganization or consolidation in which the Company is not the surviving
corporation, then, except as otherwise provided herein and/or in the discretion
of the Administrator, each Stock Option, to the extent not theretofore
exercised, shall terminate forthwith.

    


            Notwithstanding
the foregoing, no adjustment shall be made pursuant to this Section 3 to
the extent that such adjustment would violate Section 409A of the
Code.

    


    4.     STOCK OPTIONS.

    


            Stock
Options may be granted alone or in addition to other Awards granted under the
Plan and may be of two types: Incentive Stock Options and Non-Qualified Stock
Options. Any Stock Option granted under the Plan shall be in such form as the
Administrator may from time to time approve.

    


            The
Administrator shall have the authority to grant any Eligible Individual
Incentive Stock Options, Non-Qualified Stock Options or both types of Stock
Options. Incentive Stock Options may be granted only to employees of the Company
and its subsidiaries (within the meaning of Section 424(f) of the Code). To
the extent that any Stock Option is not designated as an Incentive Stock Option
or, even if so designated, does not qualify as an Incentive Stock Option, it
shall constitute a Non-Qualified Stock Option. Incentive Stock Options may be
granted only within 10 years from the date the Plan is adopted, or the date
the Plan is approved by the Company's stockholders, whichever is
earlier.

    


            Stock
Options shall be evidenced by option agreements, each in a form approved by the
Administrator. An option agreement shall indicate on its face whether it is
intended to be an agreement for an Incentive Stock Option or a Non-Qualified
Stock Option. The grant of a Stock Option shall occur as of the date the
Administrator determines, subject to FASB Statement 123(R)(now codified as
FASB Accounting Standards Codification (ASC) Topic 718 – Stock Compensation) and
guidance thereunder.

    


            Anything
in the Plan to the contrary notwithstanding, no term of the Plan relating to
Incentive Stock Options shall be interpreted, amended or altered, nor shall any
discretion or authority granted under the Plan be exercised, so as to disqualify
the Plan under Section 422 of the Code or, without the consent of the
Optionee affected, to disqualify any Incentive Stock Option under
Section 422 of the Code.

    


            To
the extent that the aggregate Fair Market Value of Stock with respect to which
Incentive Stock Options are exercisable for the first time by a Participant
during any calendar year (under all plans of the Company and its subsidiaries
within the meaning of Section 424(f) of the Code) exceeds $100,000, such
Stock Options shall be treated as Non-Qualified Stock Options.

    


            Stock
Options granted under this Section 4 shall be subject to the following
terms and conditions and shall contain such additional terms and conditions as
the Administrator shall deem desirable:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (a) 
Exercise Price. The
exercise price per share of Stock purchasable under a Stock Option shall be
determined by the Administrator at the time of grant; provided, however, that the
exercise price per share shall be not less than the Fair Market Value per share
on the date the Stock Option is granted, or in the case of an Incentive Stock
Option granted to an individual who is a Ten Percent Holder, not less than 110%
of such Fair Market Value per share on the date the Stock Option is
granted.

    


    (b) 
Option Term. The term
of each Stock Option shall be fixed by the Administrator at the time of grant,
but no Incentive Stock Option shall be exercisable more than 10 years (or
five years in the case of an individual who is a Ten Percent Holder) after the
date the Incentive Stock Option is granted.

    


    (c) 
Vesting. Except as
otherwise provided in the applicable option agreement, an Optionee may not
exercise a Stock Option during the period commencing on the date of the grant of
such Stock Option to him or her and ending on the day immediately preceding the
first anniversary of such date. Except as otherwise provided in the applicable
option agreement, an Optionee may (i) during the period commencing on the
first anniversary of the date of the grant of a Stock Option to him or her and
ending on the day immediately preceding the second anniversary of such date,
exercise such Stock Option with respect to one-fourth of the shares granted
thereby; (ii) during the period commencing on the second anniversary of the
date of such grant and ending on the day immediately preceding the third
anniversary of the date of such grant, exercise such Stock Option with respect
to one-half of the shares granted thereby; (iii) during the period
commencing on the third anniversary of the date of such grant and ending on the
day immediately preceding the fourth anniversary of such date, exercise such
Stock Option with respect to three-fourths of the shares granted thereby and
(iv) during the period commencing on the fourth anniversary of the date of
such grant and ending at the time the Stock Option expires pursuant to the terms
of the Plan, exercise such Stock Option with respect to all of the shares
granted thereby. Notwithstanding the foregoing, no Stock Option shall be fully
vested prior to the third anniversary of the date of grant of such Stock Option,
provided that Stock Options granted to non-employee directors of the Company may
be fully vested by the second anniversary of the date of grant of such Stock
Option.

    


    (d) 
Exercisability. Except
as otherwise provided herein, Stock Options shall be subject to such terms and
conditions, performance requirements, restrictions, forfeiture provisions,
contingencies and limitations, if any, as shall be determined by the
Administrator. If any Stock Option is exercisable only in installments, the
Administrator may at any time waive such installment exercise provisions, in
whole or in part, based on such factors as the Administrator may determine. In
addition, the Administrator may at any time, in whole or in part, accelerate the
exercisability of any Stock Option. Notwithstanding the foregoing, no Stock
Option shall be fully exercisable prior to the third anniversary of the date of
grant of such Stock Option, provided that Stock Options granted to non-employee
Directors of the Company may be fully exercisable by the second anniversary of
the date of grant of such Stock Option.

    


    (e) 
Method of Exercise.
Stock Options may be exercised, in whole or in part, by giving written notice of
exercise to the Company specifying the number of shares of Stock subject to the
Stock Option to be purchased.

    


    The
option price of any Stock Option shall be paid in full in cash (by certified or
bank check or such other instrument as the Company may accept) or, unless
otherwise provided in the applicable option agreement, by one or more of the
following: (i) in the form of mature shares of unrestricted Stock already
owned by the Optionee, based on the Fair Market Value of the Stock on the date the Stock Option is
exercised; (ii) by certifying ownership of shares of mature Stock owned by
the Optionee to the satisfaction of the Administrator for later delivery to the
Company as specified by the Company; (iii) unless otherwise prohibited by
law for either the Company or the Optionee, by irrevocably authorizing a third
party to sell shares of Stock (or a sufficient portion of the shares) acquired
upon exercise of the Stock Option and remit to the Company a sufficient portion
of the sale proceeds to pay the entire exercise price and any tax withholding
resulting from such exercise; or (iv) by any combination of cash and/or any
one or more of the methods specified in clauses (i), (ii) and (iii).
Notwithstanding the foregoing, a form of payment shall not be permitted to the
extent it would cause the Company to recognize a compensation expense (or
additional compensation expense) with respect to the Stock Option for financial
reporting purposes.

    


    If
payment of the option exercise price of a Non-Qualified Stock Option is made in
whole or in part in the form of Restricted Stock, the number of shares of Stock
to be received upon such exercise equal to the number of shares of Restricted
Stock used for payment of the option exercise price shall be subject to the same
forfeiture restrictions to which such Restricted Stock was subject, unless
otherwise determined by the Administrator.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    No shares
of Stock shall be issued upon exercise of a Stock Option until full payment
therefor has been made. Upon exercise of a Stock Option (or a portion thereof),
the Company shall have a reasonable time to issue the Stock for which the Stock
Option has been exercised, and the Optionee shall not be treated as a
stockholder for any purposes whatsoever prior to such issuance. No adjustment
shall be made for cash dividends or other rights for which the record date is
prior to the date such Stock is recorded as issued and transferred in the
Company's official stockholder records, except as otherwise provided herein or
in the applicable option agreement.

    


    (f) 
Transferability of Stock
Options. Except as otherwise provided in the applicable option agreement,
a Non-Qualified Stock Option (i) shall be transferable by the Optionee to a
Family Member of the Optionee,
provided that (A) any such transfer shall be by gift with no
consideration and (B) no subsequent transfer of such Stock Option shall be
permitted other than by will or the laws of descent and distribution, and
(ii) shall not otherwise be transferable except by will or the laws of
descent and distribution. An Incentive Stock Option shall not be transferable
except by will or the laws of descent and distribution. A Stock Option shall be
exercisable, during the Optionee's lifetime, only by the Optionee or by the
guardian or legal representative of the Optionee, it being understood that the
terms "holder" and "
Optionee " include the guardian and legal representative of the Optionee
named in the applicable option agreement and any person to whom the Stock Option
is transferred (X) pursuant to the first sentence of this
Section 4(f)  or pursuant to the applicable option agreement or
(Y) by will or the laws of descent and distribution. Notwithstanding the
foregoing, references herein to the termination of an Optionee's employment or
provision of services shall mean the termination of employment or provision of
services of the person to whom the Stock Option was originally
granted.

    


    (g) 
Termination by Death.
If an Optionee's employment or provision of services terminates by reason of
death, any Stock Option held by such Optionee may thereafter be exercised for a
period of one year from the date of such death or until the expiration of the
stated term of such Stock Option, whichever period is shorter.

     

    (h) 
Termination by Reason of
Disability. If an Optionee's employment or provision of services
terminates by reason of Disability, any Stock Option held by such Optionee may
thereafter be exercised by the Optionee for a period of one year from the date
of such termination of employment or provision of
services or until the expiration of the stated term of such Stock Option,
whichever period is shorter.

     

    (i) 
Termination by Reason of
Retirement. If an Optionee's employment or provision of services
terminates by reason of Retirement, any Stock Option held by such Optionee may
thereafter be exercised by the Optionee for a period of one year from the date
of such termination of employment or provision of services or until the
expiration of the stated term of such Stock Option, whichever period is
shorter.

     

    (j) 
Involuntary Termination
Without Cause. If an Optionee's employment or provision of services
terminates involuntarily without Cause, and for reasons other than death,
Disability or Retirement, any Stock Option held by such Optionee may thereafter
be exercised, to the extent it was exercisable at the time of termination, for a
period of 30 days from the date of such termination of employment or
provision of services or until the expiration of the stated term of such Stock
Option, whichever period is shorter, and any Stock Option that is unvested or
unexercisable at the date of termination shall thereupon terminate.

     

    (k) 
Involuntary Termination for
Cause. If an Optionee's employment or provision of services terminates
involuntarily for Cause vesting of all outstanding Stock Options held by such
Optionee shall thereupon terminate and all Stock Options held by such Optionee
shall thereupon terminate.

     

    (l) 
Other Termination. If
an Optionee's employment or provision of services is terminated by the Optionee
for any reason other than death, Disability or Retirement, any Stock Option held
by such Optionee may thereafter be exercised, to the extent it was exercisable
at the time of termination, for a period of 30 days from the date of such
termination of employment or provision of services or until the expiration of
the stated term of such Stock Option, whichever period is shorter, and any Stock
Option that is unvested or unexercisable at the date of termination shall
thereupon terminate.

     

    (m) 
Exception to
Termination. If the Company or an Affiliate ceases as a result of a
transfer of such Optionee from the Company to an Affiliate, or from an Affiliate
to the Company, such transfer shall not be a termination of employment or
provision of services for purposes of this Plan, unless expressly determined
otherwise by the Administrator. A termination of employment or provision of
services shall occur for an Optionee who is employed by, or provides services
to, an Affiliate of the Company if the Affiliate shall cease to be an Affiliate
and the Optionee shall not immediately thereafter be employed by, or provide
services to, the Company or an Affiliate.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (n) 
Notwithstanding the foregoing, to the extent permitted under Section 409A
of the Code, the exercise period following a termination described in
subsection (g), (h), (i), (j) or (l) above shall be tolled for any
applicable window/blackout period restrictions under the Company's insider
trading policy.

    


    5.     STOCK APPRECIATION
RIGHTS.

    


            Stock
Appreciation Rights may be granted under the Plan on a stand-alone basis only.
The Administrator shall have the authority to grant Stock Appreciation Rights to
any Eligible Individual. Except as otherwise provided herein, a Stock
Appreciation Right shall terminate and no longer be exercisable as determined by
the Administrator.

    


            Stock
Appreciation Rights shall be evidenced by stock appreciation right agreements,
each in a form approved by the Administrator. The grant of a Stock Appreciation
Right shall occur as of the date the Administrator determines, subject to FASB
Statement 123(R) (now codified as FASB Accounting Standards Codification
(ASC) Topic 718 – Stock Compensation) and guidance thereunder.

    


            A
Stock Appreciation Right may be exercised by a Participant as determined by the
Administrator in accordance with this Section 5. Upon such exercise, the
Participant shall be entitled to receive an amount determined in the manner
prescribed in this Section 5 .

    


            Stock
Appreciation Rights shall be subject to such terms and conditions, performance
requirements, restrictions, forfeiture provisions, contingencies and limitations
as shall be determined by the Administrator, including the
following:

    


    (a) 
Stock Appreciation Right
Term. The term of each Stock Appreciation Right shall be fixed by the
Administrator at the time of grant.

    


    (b) 
Vesting. Except as
otherwise provided in the applicable stock appreciation right agreement, a
Participant may not exercise a Stock Appreciation Right during the period
commencing on the date of the grant of such Stock Appreciation Right to him or
her and ending on the day immediately preceding the first anniversary of such
date. Except as otherwise provided in the applicable stock appreciation right
agreement, a Participant may (i) during the period commencing on the first
anniversary of the date of the grant of a Stock Appreciation Right and ending on
the day immediately preceding the second anniversary of such date, exercise the
Stock Appreciation Right with respect to one-fifth of the shares to which the
Stock Appreciation Right applies, (ii) during the period commencing on the
second anniversary of the date of such grant and ending on the day immediately
preceding the third anniversary of the date of such grant, exercise the Stock
Appreciation Right with respect to two-fifths of the shares to which the Stock
Appreciation Right applies, (iii) during the period commencing on the third
anniversary of the date of such grant and ending on the day immediately
preceding the fourth anniversary of such date, exercise the Stock Appreciation
Right with respect to three-fifths of the shares to which the Stock Appreciation
Right applies; (iv) during the period commencing on the fourth anniversary
of the date of such grant and ending on the day immediately preceding the fifth
anniversary of such date, exercise the Stock Appreciation Right with respect to
four-fifths of the shares to which the Stock Appreciation Right applies; and
(v) during the period commencing on the fifth anniversary of such date and
ending at the time the Stock Appreciation Right expires pursuant to the terms of
the Plan, exercise the Stock Appreciation Right with respect to all the shares
to which the Stock Appreciation Right applies. Notwithstanding the foregoing, no
Stock Appreciation Right shall be fully vested prior to the third anniversary of
the date of grant of such Stock Appreciation Right, provided that Stock
Appreciation Rights granted to non-employee directors of the Company may be
fully vested by the second anniversary of the date of grant of such Stock
Appreciation Right.

    


    (c) 
Exercisability.
Notwithstanding Section 5(a), the Administrator may at any time, in whole
or in part, accelerate the exercisability of any Stock Appreciation Right.
Notwithstanding the foregoing, no Stock Appreciation Right shall be fully
exercisable prior to the third anniversary of the date of grant of such Stock
Appreciation Right, provided that Stock Appreciation Rights granted to
non-employee Directors of the Company may be fully exercisable prior to the
second anniversary of the date of grant of such Stock Appreciation
Right.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (d) 
Method of Exercise.
Subject to the provisions of this Section 5, Stock Appreciation Rights may
be exercised, in whole or in part, at such time or times during the
exercisability as determined by the Administrator by giving written notice of
exercise to the Company specifying the number of shares with respect to which
the Stock Appreciation Right is being exercised.

    


    (e) 
Upon the exercise of a Stock Appreciation Right, a Participant shall be entitled
to receive an amount in shares of Stock, which in the aggregate are equal in
value to the excess of the Fair Market Value of one share of Stock on the date
of exercise over the Fair Market Value of one share of Stock on the date of
grant, multiplied by the number of shares in respect of which the Stock
Appreciation Right shall have been exercised.

    


    (f) 
A Stock Appreciation Right shall be transferable only to, and shall be
exercisable only by, such persons permitted in accordance with Section 4(f)
..

    


    (g) 
Termination by Death.
If a Participant's employment or provision of services terminates by reason of
death, any Stock Appreciation Right held by such Participant may thereafter be
exercised for a period of one year from the date of such death or until the
expiration of the stated exercisability period of such Stock Appreciation Right,
whichever period is shorter.

    


    (h) 
Termination by Reason of
Disability. If a Participant's employment or provision of services
terminates by reason of Disability, any Stock Appreciation Right held by such
Participant may thereafter be exercised by the Participant for a period of one
year from the date of such termination of employment or provision of services or
until the expiration of the exercisability period of such Stock Appreciation
Right, whichever period is shorter.

    


    (i) 
Termination by Reason of
Retirement. If a Participant's employment or provision of services
terminates by reason of Retirement, any Stock Appreciation Right held by such
Participant may thereafter be exercised by the Participant for a period of one
year from the date of such termination of employment or provision of services or
until the expiration of the exercisability period of such Stock Appreciation
Right, whichever period is shorter.

    


    (j) 
Involuntary Termination
Without Cause. If a Participant's employment or provision of services
terminates involuntarily without Cause, and for reasons other than death,
Disability or Retirement, any Stock Appreciation Right held by such Participant
may thereafter be exercised, to the extent it was exercisable at the time of
termination, for a period of 30 days from the date of such termination of
employment or provision of services or until the expiration of the
exercisability period of such Stock Appreciation Right, whichever period is
shorter, and any Stock Appreciation Right that is unvested or unexercisable at
the date of termination shall thereupon terminate.

    


    (k) 
Termination for Cause.
If a Participant's employment or provision of services terminates involuntarily
for Cause vesting of all outstanding Stock Appreciation Rights held by such
Participant shall thereupon terminate and all Stock Appreciation Rights held by
such Participant shall thereupon terminate.

    


    (l) 
Other Termination. If a
Participant's employment or provision of services is terminated by the
Participant for any reason other than death, Disability or Retirement, any Stock
Appreciation Right held by such Participant may thereafter be exercised, to the
extent it was exercisable at the time of termination, for a period of
30 days from the date of such termination of employment or provision of
services or until the expiration of the exercisability period of such Stock
Appreciation Right, whichever period is shorter, and any Stock Appreciation
Right that is unvested or unexercisable at the date of termination shall
thereupon terminate.

    


    (m) 
Notwithstanding the foregoing, to the extent permitted under Section 409A
of the Code, the exercise period following a termination described in subsection
(g), (h), (i), (j) or (l) above shall be tolled for any applicable
window/blackout period restrictions under the Company's insider trading
policy.

    


    6.     STOCK AWARDS OTHER THAN
OPTIONS.

    


            Stock
Awards may be directly issued under the Plan (without any intervening options),
subject to such terms, conditions, performance requirements, restrictions,
forfeiture provisions, contingencies and limitations as the Administrator shall
determine. Subject to the provisions of this Section 6,  Stock
Awards may be issued which vest in one or more installments over the
Participant's period of employment and/or other service to the Company and/or
upon the attainment of specified performance objectives, and/or the Company may
issue Stock Awards which entitle the Participant to receive a specified number of vested shares of Stock upon the
attainment of one or more performance goals and/or service requirements
established by the Administrator. Notwithstanding the foregoing and except as
otherwise provided in any applicable Award agreement or other agreement approved
by the Committee, the restrictions on any Stock Award shall not terminate with
respect to all shares subject thereto prior to the third anniversary of the date
of grant of such Stock Award, provided that restrictions on any Stock Awards
granted to non-employee directors of the Company may terminate as to all the
shares subject thereto by the second anniversary of the date of grant of such
Stock Award.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


            Shares
representing a Stock Award shall be evidenced in such manner as the
Administrator may deem appropriate, including book-entry registration or
issuance of one or more certificates (which may bear appropriate legends
referring to the terms, conditions and restrictions applicable to such Award).
The Administrator may require that any such certificates be held in custody by
the Company until any restrictions thereon shall have lapsed and that the
Participant deliver a stock power, endorsed in blank, relating to the Stock
covered by such Award.

    


            A
Stock Award may be issued in exchange for any consideration which the
Administrator may deem appropriate in each individual instance, including,
without limitation:

    


    (a) 
cash or cash equivalents;

    


    (b) 
past services rendered to the Company or any Affiliate; or

    


    (c) 
future services to be rendered to the Company or any Affiliate (provided that, in such case,
the par value of the stock subject to such Stock Award shall be paid in cash or
cash equivalents, unless the Administrator provides otherwise).

    


            A
Stock Award that is subject to restrictions on transfer and/or forfeiture
provisions may be referred to as an award of "Restricted Stock" or " Restricted Stock Units ."
Except as provided in the applicable restricted stock agreement or restricted
stock unit agreement, the restrictions on any Stock Award shall terminate as
follows: (a) as to one-half of the restricted shares granted thereby, on
the third anniversary of the date of grant of such Stock Award; (b) as to
an additional one-fourth of the restricted shares granted thereby, on the fourth
anniversary of the date of grant of such Restricted Stock; and (c) as to an
additional one-fourth of the restricted shares granted thereby, on the fifth
anniversary of the date of grant of such Restricted Stock. A Participant, at his
or her option, will be entitled to make the election permitted under
section 83(b) of the Code, to include in gross income in the taxable year
in which the Restricted Stock are transferred to him or her, the fair market
value of such shares at the time of transfer, notwithstanding that such shares
are subject to a substantial risk of forfeiture within the meaning of the Code,
or he or she may elect to include in gross income the Fair Market Value of the
Restricted Stock as of the date or date on which such restrictions lapse.
Notwithstanding the foregoing, the Administrator shall adopt, from time to time,
such rules with respect to the return of executed Restricted Stock Agreements as
it deems appropriate and failure by a Participant to comply with such rules
shall, without limitation, terminate the grant of such Restricted Stock to such
Participant and/or cause the forfeiture of any Restricted Stock as to which
restrictions have not yet lapsed.

    


    Any
Participant selected by the Administrator may be granted dividends or dividend
equivalents based on the dividends declared on shares of Stock that are subject
to any Stock Award, to be credited as of dividend payment dates, during the
period between the date the Stock Award is granted and the date the Stock Award
is exercised, vests, or expires, as determined by the
Administrator.  Such dividends or dividend equivalents shall be
converted to cash or additional shares of Stock by such formula and at such time
and subject to such limitations as may be determined by the
Administrator.

    


    7.     PERFORMANCE
AWARDS.

    


    (a) 
Performance Conditions and
Cash Awards. The right of a Participant to exercise or receive a grant or
settlement of any Stock Appreciation Right, Stock Option or Stock Award, and its
timing, may be subject to performance conditions specified by the Administrator
at the time of grant (except as provided in this Section 7). In addition,
the Administrator may grant to Eligible Individuals Cash Awards, based on the
achievement of specified performance conditions for annual periods or such other
time periods as determined by the Administrator, in such amounts and upon such
terms as the Administrator shall specify at the time of grant consistent with
this Section 7. The maximum aggregate dollar amount paid in respect of Cash
Awards to any one Participant in respect of a performance period of one fiscal
year or less shall not exceed $4,000,000 in any fiscal year, and the maximum
aggregate dollar amount paid in respect of Cash Awards to any one Participant in
respect of a performance period longer than one fiscal year shall not exceed
$4,000,000 in any fiscal year. The Administrator may use business criteria and
other measures of performance it deems appropriate in establishing any
performance conditions, and may exercise its discretion to reduce or increase
amounts payable under any Award subject to performance conditions, except as
limited under Sections 7(b) hereof in the case of a Performance Award
intended to qualify under Section 162(m) of the Code.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (b)  Performance Awards Granted to
Designated Covered Employees. If the Administrator determines that a
Performance Award to be granted to a person the Administrator regards as likely
to be a Covered Employee should qualify as "performance-based compensation" for
purposes of Section 162(m) of the Code, the grant and/or settlement of such
Performance Award shall be contingent upon achievement of pre-established
performance goals and other terms set forth in this
Section 7(b)

    


    (i)          Performance Goals Generally.
The performance goals for such Performance Awards shall consist of one or more
business criteria and a targeted level or levels of performance with respect to
such criteria, as specified by the Administrator consistent with this
Section 7(b). Performance goals shall be objective and shall otherwise meet
the requirements of Section 162(m) of the Code, including the requirement
that the level or levels of performance targeted by the Administrator result in
the performance goals being "substantially uncertain." The Administrator may
determine that more than one performance goals must be achieved as a condition
to settlement of such Performance Awards. Performance goals may differ for
Performance Awards granted to any one Participant or to different
Participants.

    


    (ii)         Business Criteria. One or
more of the following business criteria for the Company, on a consolidated
basis, and/or for specified Subsidiaries or business units of the Company
(except with respect to the total stockholder return and earnings per share
criteria), shall exclusively be used by the Administrator in establishing
performance goals for such Performance Awards: (a) attainment of the
Company's Key Operating Metrics, (b) attainment of the Company's Key
Business Initiatives, (c)  total stockholder return; (d) such total
stockholder return as compared to total return (on a comparable basis) of a
publicly available index; (e) net income; (f) pre-tax earnings; (g)
EBIT; (h) EBITDA; (i) pre-tax operating earnings after interest
expense and before bonuses, service fees, and extraordinary or special items;
(j) operating margin; (k) earnings per share; (l) return on
equity; (m) return on capital; (n) return on investment;
(o) operating income, excluding the effect of charges for acquired
in-process technology and before payment of executive bonuses; (p) earnings
per share, excluding the effect of charges for acquired in-process technology
and before payment of executive bonuses; (q) working capital; (r) net
capital provided by operating activities less expenditures for property, plant
and equipment; (s) total revenues; (t) free cash flow; and (u) a
percentage of incremental revenue dollars converted into operating income ("read
through").

    


    (iii)       Except
as limited by Section 162(m) of the Code, the Administrator may adjust such
criteria targets to mitigate the effect of unbudgeted or unplanned events not
foreseen at the time the targets were established, such as (a) asset
write-downs; (b) litigation or claim judgments or settlements; (c) the
effect of changes in tax laws, accounting principles, or other laws or
provisions affecting reported results; (d) any reorganization and
restructuring programs; (e) extraordinary nonrecurring items as described
in Accounting Principles Board Opinion No. 30 and/or in management's
discussion and analysis of financial condition and results of operations
appearing in the Company's annual report to shareholders for the applicable
year; (f) acquisitions or divestitures; and (g) foreign exchange gains
and losses.

     

    (iv)        Performance Period: Timing For
Establishing Performance Goals. Achievement of performance goals in
respect of such Performance Awards shall be measured over such periods as may be
specified by the Administrator. Performance goals shall be established on or
before the dates that are required or permitted for "performance-based
compensation" under Section 162(m) of the Code.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (v)         Payment or Settlement of Performance
Awards; Other Terms. Payment of Cash Awards shall be made in cash and
settlement of other Performance Awards may be in cash or Stock, or other Awards,
or other property, in the discretion of the Administrator.  The time
of payment or settlement of Cash Awards or other Performance Awards subject to
Section 409A of the Code shall be specified by the Administrator in accordance
with the requirements of Section 409A of the Code.  The Administrator
may, in its discretion, reduce the amount of a payment or other settlement
otherwise to be made in connection with such Performance Awards, but may not
exercise discretion to increase any such amount payable in respect of a
Performance Award subject to this Section 7(b). Subject to the requirements
of Sections 162(m) and 409A of the Code, the Administrator shall specify other
terms relating to Performance Awards, including the circumstances in which such
Performance Awards shall be forfeited or paid in the event of a termination of
employment.

    


    8.     CHANGE IN CONTROL
PROVISIONS.

    


    (a)  Impact of Event.
Notwithstanding any other provision of the Plan to the contrary and except as
otherwise provided in any applicable Award agreement or other agreement approved
by the Committee, in the event of a Change in Control:

    


    (i)           Subject
to Section 8(a)(iv) hereof, the vesting and exercisability of any Stock
Options and Stock Appreciation Rights outstanding as of the date such Change in
Control is determined to have occurred and not then vested and exercisable shall
become fully vested and exercisable;

    


    (ii)          Subject
to Section 8(a)(iv) hereof, any restrictions applicable to any outstanding
Stock Awards shall lapse and the Stock relating to such Awards shall become free
of all restrictions and fully vested and transferable;

    


    (iii)        
Subject to Section 8(a)(iv) and8(a)(v) hereof, all outstanding repurchase
rights of the Company with respect to any outstanding Awards may, in the
discretion of the Administrator, terminate;

    


    (iv)        
Outstanding Stock Options, Stock Appreciation Rights and other Stock Awards
shall be subject to any agreement of merger or reorganization that effects such
Change in Control, if such agreement provides for:

    


    
      (A)       
 The
continuation of the outstanding Awards by the Company, if the Company is a
surviving corporation;

    

    


    
      (B)       
 The
assumption of the outstanding Awards by the surviving corporation or its parent
or subsidiary;

    

    


    
      (C)        The
substitution by the surviving corporation or its parent or subsidiary of
equivalent awards for the outstanding Awards; or

    

    


    
      (D)        Subject to
Section 409A of the Code, settlement of each share of Stock subject to an
outstanding Award for the Change in Control Price (less, to the extent
applicable, the per share exercise price), or, if the per share exercise price
equals or exceeds the Change in Control Price, the outstanding Award shall
terminate and be canceled; and

    

    


    (v)         In
the absence of any agreement of merger or reorganization (if applicable) which
addresses the effects of such Change in Control and subject to Section 409A
of the Code, each share of Stock subject to an outstanding Stock Option, Stock
Appreciate Right and Stock Award shall be settled for the Change in Control
Price (less, to the extent applicable, the per share exercise price), or, if the
per share exercise price equals or exceeds the Change in Control Price, the
outstanding Award shall terminate and be canceled.

    


    (b)   Definition of Change in
Control.

    


    (i)           For
purposes of the Plan, a "Change in Control" shall
occur or be deemed to have occurred only if any of the following events
occur:

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (A)    A
change in the ownership of the Company. A change in ownership of the Company
shall occur on the date that any one person, or more than one person acting as a
"Group" (as defined under Section 409A of the Code), other than Mitchell
Jacobson or Marjorie Gershwind or a member of the Jacobson or Gershwind families
or any trust established principally for members of the Jacobson or Gershwind
families or an executor, administrator or personal representative of an estate
of a member of the Jacobson or Gershwind families and/or their respective
affiliates, acquires ownership of stock of the Company that, together with stock
held by such person or Group, constitutes more than 50% of the total fair market
value or total voting power of the stock of the Company; provided, however,
that, if any one person or more than one person acting as a Group, is considered
to own more than 50% of the total fair market value or total voting power of the
stock of the Company, the acquisition of additional stock by the same person or
persons is not considered to cause a change in the ownership of the
Company.

    


    (B)    A
change in the effective control of the Company. A change in the effective
control of the Company occurs on the date that:

    


    
      	
               
      

            	
              (I)

            	
              any
      one person, or more than one person acting as a Group, other than Mitchell
      Jacobson or Marjorie Gershwind or a member of the Jacobson or Gershwind
      families or any trust established principally for members of the Jacobson
      or Gershwind families or an executor, administrator or personal
      representative of an estate of a member of the Jacobson or Gershwind
      families and/or their respective affiliates, acquires (or has acquired
      during the 12-month period ending on the date of the most recent
      acquisition by such person or persons) ownership of stock of the Company
      possessing 50% or more of the total voting power of the stock of the
      Company; or

            


    

    


    
      	
               
      

            	
              (II)

            	
              a
      majority of the members of the Board is replaced during any 12-month
      period by directors whose appointment or election is not endorsed by a
      majority of the members of the Board prior to the date of the appointment
      or election; provided, however, that, if one person, or more than one
      person acting as a Group, is considered to effectively control the
      Company, the acquisition of additional control of the Company by the same
      person or persons is not considered a change in the effective control of
      the Company.

            


    

    


    (C)   A
change in the ownership of a substantial portion of the Company's assets. A
change in the ownership of a substantial portion of the Company's assets occurs
on the date that any one person, or more than one person acting as a Group,
acquires (or has acquired during the 12-month period ending on the date of the
most recent acquisition by such person or persons) assets from the Company that
have a total Gross Fair Market Value (as defined in Section 8(b)(ii) )
equal to or more than 80% of the total Gross Fair Market Value of all of the
assets of the Company immediately prior to such acquisition or acquisitions;
provided, however, that, a transfer of assets by the Company is not treated as a
change in the ownership of such assets if the assets are transferred
to:

    


    
      	
               
      

            	
              (I)

            	
              a
      shareholder of the Company (immediately before the asset transfer) in
      exchange for or with respect to its
stock;

            


    

    


    
      	
               
      

            	
              (II)

            	
              an
      entity, 50% or more of the total value or voting power of which is owned,
      directly or indirectly, by the
Company;

            


    

    


    
      	
               
      

            	
              (III)

            	
              a
      person, or more than one person acting as a Group, that owns, directly or
      indirectly, 50% or more of the total value or voting power of all the
      outstanding stock of the Company;
or

            


    

    


    
      	
               
      

            	
              (IV)

            	
              an
      entity, at least 50% of the total value or voting power of which is owned,
      directly or indirectly, by a person described in
      Section 8(b)(i)(C)(III) .

            


    

    


    (ii)           For
purposes of Section 8(b)(i)(C), "Gross Fair Market Value"
means the value of the assets of the Company, or the value of the assets being
disposed of, determined without regard to any liabilities associated with such
assets.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (iii)           For
purposes of Section 8(b), stock ownership is determined under
Section 409A of the Code.

    


    (c)  Change in Control Price. For
purposes of the Plan, "Change
in Control Price" means the highest of (i) the highest reported
sales price, regular way, of a share of Stock in any transaction reported on the
New York Stock Exchange Composite Tape or other national securities exchange on
which such shares are listed, as applicable, during the 60-day period prior to
and including the date of a Change in Control, (ii) if the Change in
Control is the result of a tender or exchange offer or a Corporate Transaction,
the highest price per share of Stock paid in such tender or exchange offer or
Corporate Transaction, and (iii) the Fair Market Value of a share of Stock
upon the Change in Control. To the extent that the consideration paid in any
such transaction described above consists all or in part of securities or other
non-cash consideration, the value of such securities or other non-cash
consideration shall be determined in the sole discretion of the Board. The
Participant shall receive the same form of consideration as holders of common
stock, subject to the same restrictions and limitations and indemnification
obligations as the holders of common stock and will execute any and all
documents required by the Administrator to evidence the same.

    


    9.     MISCELLANEOUS.

    


    (a) 
Amendment. The Board
may at any time terminate, amend, alter, or discontinue the Plan, but no
amendment, alteration or discontinuation shall be made which would adversely
affect the rights of a Participant under an Award theretofore granted without
the Participant's consent, except such an amendment (i) made to avoid an
expense charge to the Company or an Affiliate under applicable law or
regulation, (ii) made to permit the Company or an Affiliate a deduction
under the Code, or (iii) made to avoid the violation of Section 409A
of the Code. No such amendment or alteration shall be made without the approval
of a majority vote of the Company's shareholders, present in person or by proxy
at any special or annual meeting of the shareholders to the extent such approval
is required by law, agreement or the rules of any stock exchange or market on
which the Stock is listed.

    


    Except as
limited by Section 162(m) of the Code in respect of Awards intended to qualify
as “performance-based compensation,” the Administrator may amend the terms of
any Stock Option or other Award theretofore granted, prospectively or
retroactively, but except as provided in Section 3 hereof no such amendment
shall adversely affect the rights of a Participant without the Participant's
consent.

    


    (b) 
Unfunded Status of
Plan. It is intended that this Plan be an "unfunded" plan for incentive
and deferred compensation. The Administrator may authorize the creation of
trusts or other arrangements to meet the obligations created under this Plan to
deliver Stock or make payments, provided that, unless the
Administrator otherwise determines, the existence of such trusts or other
arrangements is consistent with the "unfunded" status of this Plan.

    


    (c) 
General
Provisions.

    


    (i)           Unless
the shares to be issued in connection with an Award are registered prior to the
issuance thereof under the Securities Act of 1933, as amended, the Administrator
may require each person purchasing or receiving shares pursuant to an Award to
represent to and agree with the Company in writing that such person is acquiring
the shares for his or her own account as an investment without a view to or for
sale in connection with, the distribution thereof. The certificates for such
shares may include any legend which the Administrator deems appropriate to
reflect any restrictions on transfer.

    


    All certificates for shares of Stock or
other securities delivered under the Plan shall be subject to such stock
transfer orders and other restrictions as the Administrator may deem advisable
under the rules, regulations and other requirements of the Commission, any stock
exchange or market on which the Stock is then listed and any applicable Federal
or state securities law, and the Administrator may cause a legend or legends to
be put on any such certificates to make appropriate reference to such
restrictions.

    


    (ii)           Nothing
contained in the Plan shall prevent the Company or any Affiliate from adopting
other or additional compensation arrangements for its employees.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (iii)           The
adoption of the Plan shall not confer upon any employee, director, associate,
consultant or advisor any right to continued employment, directorship or
service, nor shall it interfere in any way with the right of the Company or any
Subsidiary or Affiliate to terminate the employment or service of any employee,
consultant or advisor at any time.

    


    (iv)           No
later than the date as of which an amount first becomes includible in the gross
income of the Participant for Federal income tax purposes with respect to any
Award under the Plan, the Participant shall pay to the Company, or make
arrangements satisfactory to the Company regarding the payment of, any Federal,
state, local or foreign taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Administrator,
withholding obligations may be settled with Stock, including Stock that is part
of the Award that gives rise to the withholding requirement. The obligations of
the Company under the Plan shall be conditional on such payment or arrangements,
and the Company, its Subsidiaries and its Affiliates shall, to the extent
permitted by law, have the right to deduct any such taxes from any payment
otherwise due to the Participant. The Administrator may establish such
procedures as it deems appropriate for the settlement of withholding obligations
with Stock.

    


    (v)           The
Administrator shall establish such procedures as it deems appropriate for a
Participant to designate a beneficiary to whom any amounts payable in the event
of the Participant's death are to be paid. In the event of the death of a
Participant, a condition of exercising any Award shall be the delivery to the
Company of such tax waivers and other documents as the Administrator shall
determine.

    


    (vi)           Neither
any Participant nor his or her legal representatives, legatees or distributees
shall be or be deemed to be the holder of any share of Stock covered hereby
unless and until a certificate for such share has been issued. Upon payment of
the purchase price thereof, a share shall be fully paid and
non-assessable.

    


    (vii)          The
grant of an Award shall in no way affect the right of the Company to adjust,
reclassify, reorganize or otherwise change its capital or business structure or
to merge, consolidate, dissolve, liquidate or sell or transfer all or any part
of its business or assets, or issue bonds, debentures, preferred or prior
preference stock ahead of or affecting the Stock, or take any other corporate
act or proceeding whether of a similar character or otherwise.

    


    (viii)         If
any payment or right accruing to a Participant under this Plan (without the
application of this Section 9(c)(viii)), either alone or together with
other payments or rights accruing to the Participant from the Company or an
Affiliate (" Total
Payments ") would constitute a "parachute payment" (as defined in
Section 280G of the Code and regulations thereunder), such payment or right
shall be reduced to the largest amount or greatest right that will result in no
portion of the amount payable or right accruing under this Plan being subject to
an excise tax under Section 4999 of the Code or being disallowed as a
deduction under Section 280G of the Code; provided, however, that the foregoing
shall not apply to the extent provided otherwise in an Award or in the event the
Participant is party to an agreement with the Company or an Affiliate that
explicitly provides for an alternate treatment of payments or rights that would
constitute "parachute payments." The determination of whether any reduction in
the rights or payments under this Plan is to apply shall be made by the
Administrator in good faith after consultation with the Participant, and such
determination shall be conclusive and binding on the Participant. The
Participant shall cooperate in good faith with the Administrator in making such
determination and providing the necessary information for this purpose. The
foregoing provisions of this Section 9(c)(viii) shall apply with respect to
any person only if, after reduction for any applicable Federal excise tax
imposed by Section 4999 of the Code and Federal income tax imposed by the
Code, the Total Payments accruing to such person would be less than the amount
of the Total Payments as reduced, if applicable, under the foregoing provisions
of this Plan and after reduction for only Federal income taxes.

    


    (ix)           To
the extent that the Administrator determines that the restrictions imposed by
the Plan preclude the achievement of the material purposes of the Awards in
jurisdictions outside the United States, the Administrator in its discretion may
modify those restrictions as it determines to be necessary or appropriate to
conform to applicable requirements or practices of jurisdictions outside of the
United States.

    


    (x)           The
headings contained in this Plan are for reference purposes only and shall not
affect the meaning or interpretation of this Plan.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (xi)           If
any provision of this Plan shall for any reason be held to be invalid or
unenforceable, such invalidity or unenforceability shall not effect any other
provision hereby, and this Plan shall be construed as if such invalid or
unenforceable provision were omitted.

    


    (xii)           This
Plan shall inure to the benefit of and be binding upon each successor and assign
of the Company. All obligations imposed upon a Participant, and all rights
granted to the Company hereunder, shall be binding upon the Participant's heirs,
legal representatives and successors.

    


    (xiii)          This
Plan and each agreement granting an Award constitute the entire agreement with
respect to the subject matter hereof and thereof, provided that in the event
of any inconsistency between this Plan and such agreement, the terms and
conditions of the Plan shall control.

    


    (xiv)         In
the event there is an effective registration statement under the Securities Act
pursuant to which shares of Stock shall be offered for sale in an underwritten
offering, a Participant shall not, during the period requested by the
underwriters managing the registered public offering, effect any public sale or
distribution of shares of Stock received, directly or indirectly, as an Award or
pursuant to the exercise or settlement of an Award.

    


    (xv)          None
of the Company, an Affiliate or the Administrator shall have any duty or
obligation to disclose affirmatively to a record or beneficial holder of Stock
or an Award, and such holder shall have no right
to be advised of, any material information regarding the Company or any
Affiliate at any time prior to, upon or in connection with receipt or the
exercise of an Award or the Company's purchase of Stock or an Award from such
holder in accordance with the terms hereof.

    


    (xvi)         This
Plan, and all Awards, agreements and actions hereunder, shall be governed by,
and construed in accordance with, the laws of the state of New York (other than
its law respecting choice of law).

    


    10.   DEFINITIONS.

    


            For
purposes of this Plan, the following terms are defined as set forth
below:

    


    
      	
               
      

            	
              (a)

            	
              "Affiliate" means a
      corporation or other entity controlled by the Company and designated by
      the Administrator as such.

            


    

    


    
      	
               
      

            	
              (b)

            	
              "Award" means a Stock
      Appreciation Right, Stock Option, Stock Award or Cash
    Award.

            


    

    


    
      	
               
      

            	
              (c)

            	
              "Board" means the Board
      of Directors of the Company.

            


    

    


    
      	
               
      

            	
              (d)

            	
              "Cash Award" means an
      award granted under Section 7 which is denominated and payable in cash
      based on the achievement of specified performance
    conditions.

            


    

    


    
      	
               
      

            	
              (e)

            	
              "Cause" means
      (i) the commission by the Participant of any act or omission that
      would constitute a felony or any crime of moral turpitude under Federal
      law or the law of the state or foreign law in which such action occurred,
      (ii) dishonesty, disloyalty, fraud, embezzlement, theft, disclosure
      of trade secrets or confidential information or other acts or omissions
      that result in a breach of fiduciary or other material duty to the Company
      and/or a Subsidiary; or (iii) continued reporting to work or working
      under the influence of alcohol, an illegal drug, an intoxicant or a
      controlled substance which renders Participant incapable of performing his
      or her material duties to the satisfaction of the Company and/or its
      Subsidiaries. Notwithstanding the foregoing, if the Participant and the
      Company or the Affiliate have entered into an employment or services
      agreement which defines the term " Cause " (or a similar
      term), such definition shall govern for purposes of determining whether
      such Participant has been terminated for Cause for purposes of this Plan.
      The determination of Cause shall be made by the Administrator, in its sole
      discretion.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (f)

            	
              "Code" means the
      Internal Revenue Code of 1986, as amended from time to time, and any
      successor thereto.

            


    

    


    
      	
               
      

            	
              (g)

            	
              "Commission" means the
      Securities and Exchange Commission or any successor
  agency.

            


    

    


    
      	
               
      

            	
              (h)

            	
              "Committee" means a
      committee of Directors appointed by the Board to administer this Plan.
      Insofar as the Committee is responsible for granting Awards to
      Participants hereunder, it shall consist solely of two or more directors,
      each of whom is a "non-employee director" within the meaning of
      Rule 16b-3, an "outside director" under Section 162(m) of the
      Code, an "independent director" as defined by the Sarbanes-Oxley Act of
      2002, and "independent" as defined by the rules of any stock exchange or
      market on which the Stock is
listed.

            


    

    


    
      	
               
      

            	
              (i)

            	
              "Covered Employee" means
      a person who is a "covered employee" within the meaning of
      Section 162(m) of the Code.

            


    

    


    
      	
               
      

            	
              (j)

            	
              "Director" means a
      member of the Company's Board.

            


    

    


    
      	
               
      

            	
              (k)

            	
              "Disability" means
      mental or physical illness that entitles the Participant to receive
      benefits under the long-term disability plan of the Company or an
      Affiliate, or if the Participant is not covered by such a plan or the
      Participant is not an employee of the Company or an Affiliate, a mental or
      physical illness that renders a Participant totally and permanently
      incapable of performing the Participant's duties for the Company or an
      Affiliate;
      provided ,
      however , that a Disability shall not qualify under this Plan if it
      is the result of (i) a willfully self-inflicted injury or willfully
      self-induced sickness; or (ii) an injury or disease contracted,
      suffered or incurred while participating in a criminal offense.
      Notwithstanding the foregoing, if the Participant and the Company or an
      Affiliate have entered into an employment or services agreement which
      defines the term "
      Disability " (or a similar term), such definition shall govern for
      purposes of determining whether such Participant suffers a Disability for
      purposes of this Plan. The determination of Disability shall be made by
      the Administrator, in its sole discretion. The determination of Disability
      for purposes of this Plan shall not be construed to be an admission of
      disability for any other purpose.

            


    

    


    
      	
               
      

            	
              (l)

            	
              "Effective Date" means
      January 3, 2006.

            


    

     

    
      	
               
      

            	
              (m)

            	
              "Eligible Individual"
      means any officer, employee, associate or director of the Company or a
      Subsidiary or Affiliate, or any consultant or advisor providing services
      to the Company or a Subsidiary or Affiliate, or employees of a corporation
      or other business enterprise which has been acquired by the Company or a
      Subsidiary, who hold options with respect to the stock of such corporation
      which the Company has agreed to assume.  Only executive officers
      of the Company shall be eligible to receive Cash
  Awards.

            


    

    


    
      	
               
      

            	
              (n)

            	
              "Exchange Act" means the
      Securities Exchange Act of 1934, as amended from time to time, and any
      successor thereto.

            


    

    


    
      	
               
      

            	
              (o)

            	
              "Fair Market Value"
      means, as of any given date, the fair market value of the Stock as
      determined by the Administrator or under procedures established by the
      Administrator. Unless otherwise determined by the Administrator, the Fair
      Market Value per share on any date shall be the closing sales price per
      share of the Stock on the New York Stock Exchange (or the principal stock
      exchange or market on which the Stock is then traded) on the business day
      preceding the date as of which such value is being determined or the last
      previous day on which a sale was reported if no sale of the Stock was
      reported on such date on such Exchange on such business
    day.

            


    

    


    
      	
               
      

            	
              (p)

            	
              "Family Member" means
      any child, stepchild, grandchild, parent, stepparent, grandparent, spouse,
      former spouse, sibling, niece, nephew, mother-in-law, father-in-law,
      son-in-law, daughter-in-law, brother-in-law or sister-in-law of a
      Participant (including adoptive relationships); any person sharing the
      Participant's household (other than a tenant or employee); any trust in
      which the Participant and any of these persons have all of the beneficial
      interest; any foundation in which the Participant and any of these persons
      control the management of the assets; any corporation, partnership,
      limited liability company or other entity in which the Participant and any
      of these other persons are the direct and beneficial owners of all of the
      equity interests (
      provided  the Participant and these other persons agree
      in writing to remain the direct and beneficial owners of all such equity
      interests); and any personal representative of the Participant upon the
      Participant's death for purposes of administration of the Participant's
      estate or upon the Participant's incompetency for purposes of the
      protection and management of the assets of the
  Participant.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (q)

            	
              "Incentive Stock Option"
      means any Stock Option intended to be and designated as an "incentive
      stock option" within the meaning of Section 422 of the
      Code.

            


    

    


    
      	
               
      

            	
              (r)

            	
              "Non-Qualified Stock
      Option" means any Stock Option that is not an Incentive Stock
      Option.

            


    

    


    
      	
               
      

            	
              (s)

            	
              "Optionee" means a
      person who holds a Stock Option.

            


    

    


    
      	
               
      

            	
              (t)

            	
              "Participant" means a
      person granted an Award.

            


    

    


    
      	
               
      

            	
              (u)

            	
              "Performance Award"
      means a right, granted to a Participant under Section 7, to receive
      Awards based upon performance criteria specified by the
      Administrator.

            


    

    


    
      	
               
      

            	
              (v)

            	
              "Representative" means
      (i) the person or entity acting as the executor or administrator of a
      Participant's estate pursuant to the last will and testament of a
      Participant or pursuant to the laws of the jurisdiction in which the
      Participant had his or her primary residence at the date of the
      Participant's death; (ii) the person or entity acting as the guardian
      or temporary guardian of a Participant; (iii) the person or entity
      which is the beneficiary of the Participant upon or following the
      Participant's death; or (iv) any person to whom an Option has been
      transferred with the permission of the Administrator or by operation of
      law; provided
      that  only one of the foregoing shall be the
      Representative at any point in time as determined under applicable law and
      recognized by the Administrator.

            


    

    


    
      	
               
      

            	
              (w)

            	
              "Retirement" means
      termination of employment or provision of services without Cause, death or
      Disability on or after age 65 with 5 years of
  service.

            


    

    


    
      	
               
      

            	
              (x)

            	
              "Stock" means the
      Class A common stock, par value $0.001 per share, of the
      Company.

            


    

    


    
      	
               
      

            	
              (y)

            	
              "Stock Appreciation
      Right" means a right granted under
  Section 5.

            


    

     

    
      	
               
      

            	
              (z)

            	
              "Stock Award" means an
      Award, other than a Stock Option or Stock Appreciation Right, made in
      Stock or denominated in shares of
Stock.

            


    

    


    
      	
               
      

            	
              (aa)

            	
              "Stock Option" means an
      option granted under
Section 4.

            


    

    


    
      	
               
      

            	
              (bb)

            	
              "Subsidiary" means any
      company during any period in which it is a "subsidiary corporation" (as
      such term is defined in Section 424(f) of the Code) with respect to
      the Company.

            


    

    


    
      	
               
      

            	
              (cc)

            	
              "Ten Percent Holder"
      means an individual who owns, or is deemed to own, stock possessing more
      than 10% of the total combined voting power of all classes of stock of the
      Company or of any parent or subsidiary corporation of the Company,
      determined pursuant to the rules applicable to Section 422(b)(6) of
      the Code.

            


    

    


    In
addition, certain other terms used herein have the definitions given to them in
the first places in which they are used.