Unassociated Document


    Exhibit
10.1

    
 

    AgFeed
Animal Nutrition Holdings, Inc.

     

    2010
Long-Term Incentive Plan

     

    Section 1.  Purpose.  The
purpose of this Plan is to advance the interests of AgFeed Animal Nutrition
Holdings, Inc. (“Holdings” or the “Company”) and its stockholders by
providing incentives to certain Eligible Persons who contribute significantly to
the strategic and long-term performance objectives and growth of the
Company.

     

    Section 2.  Definitions.  Certain
capitalized terms applicable to this Plan are set forth in Exhibit
1.

     

    Section 3.  Administration.  This
Plan shall be administered by the Committee, upon consultation with management
and the Board as appropriate.  The Committee shall have all the powers
vested in it by the terms of this Plan, such powers to include exclusive
authority to select the Eligible Persons to be granted Awards under this Plan,
to determine the type, size, terms and conditions of the Award to be made to
each Eligible Person selected, to modify or waive the terms and conditions of
any Award that has been granted, to determine the time when Awards will be
granted, to establish performance objectives, to make any adjustments necessary
or desirable as a result of the granting of Awards to Eligible Persons located
outside the United States and to prescribe the form of the agreements evidencing
Awards made under this Plan. Awards may, in the discretion of the Committee, be
made under this Plan in assumption of, or in substitution for, outstanding
Awards previously granted by (i) the Company, (ii) any predecessor of the
Company, or (iii) a company acquired by the Company or with which the Company
combines. The number of Ordinary Shares underlying such substitute awards shall
be counted against the aggregate number of Ordinary Shares available for Awards
under this Plan.

     

    The
Committee is authorized to interpret this Plan and the Awards granted under this
Plan, to establish, amend and rescind any rules and regulations relating to this
Plan, and to make any other determinations that it deems necessary or desirable
for the administration of this Plan. The Committee may correct any defect or
omission or reconcile any inconsistency in this Plan or in any Award in the
manner and to the extent the Committee deems necessary or desirable to carry it
into effect. Any decision of the Committee in the interpretation and
administration of this Plan, as described in this Plan, shall lie within its
sole and absolute discretion and shall be final, conclusive and binding on all
parties concerned (including, but not limited to, Participants and their
Beneficiaries or Permitted Transferees). The Committee may act only by a
majority of its members in office, except that the members
thereof may authorize any one or more of their members or any officer of the
Company to execute and deliver documents or to take any other ministerial action
on behalf of the Committee with respect to Awards made or to be made to
Participants.

     

    No member
of the Committee and no officer of the Company shall be liable for anything done
or omitted to be done by such member or officer, by any other member of the
Committee or by any other officer of the Company in connection with the
performance of duties under this Plan, except for his or her own
willful misconduct or as expressly provided by statute. In addition to all other
rights of indemnification and reimbursement to which a member of the Committee
and an officer of the Company may be entitled, the Company shall indemnify and
hold harmless each such member or officer who was or is a party or is threatened
to be made a party to any threatened, pending or completed proceeding or suit in
connection with the performance of duties under this Plan against expenses
(including reasonable attorneys’ fees), judgments, fines, liabilities, losses
and amounts paid in settlement actually and reasonably incurred by him or her in
connection with such proceeding or suit, except for his or her own
willful misconduct or as expressly provided otherwise by statute. Expenses
(including reasonable attorneys’ fees) incurred by such a member or officer in
defending any such proceeding or suit shall be paid by the Company in advance of
the final disposition of such proceeding or suit upon receipt of a written
affirmation by such member or officer of his or her good faith belief that he or
she has met the standard of conduct necessary for indemnification and a written
undertaking by or on behalf of such member or officer to repay such amount if it
shall ultimately be determined that he or she is not entitled to be indemnified
by the Company as authorized in this Section.

     

    
      
         


      

      
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    Section 4.  Participation.  Consistent
with the purposes of this Plan, the Committee shall have exclusive power to
select the Eligible Persons who may participate in this Plan and be granted
Awards under this Plan. Eligible Persons may be selected individually or by
groups or categories, as determined by the Committee in its
discretion.

     

    Section 5.  Awards under this
Plan.

     

    (a)           Types of
Awards.  Awards under this Plan may include, but need not be
limited to, one or more of the following types, either alone or in any
combination thereof:  (i) Stock Options, (ii) Stock Appreciation
Rights, (iii) Restricted Stock, (iv) Restricted Stock Units, (v) Performance
Grants and (vi) any other type of Award deemed by the Committee in its
discretion to be consistent with the purposes of this Plan (including, but not
limited to, Other Share-Based Awards, Awards of or options or similar rights
granted with respect to unbundled stock units or components thereof, and Awards
to be made to Participants who are foreign nationals or are employed or
performing services outside the United States).

     

    (b)           Maximum Number of Ordinary Shares
that May be Issued.  The maximum aggregate number of Ordinary
Shares available for issuance under Awards granted under this Plan, including
Incentive Stock Options, shall be 3,000,000.  Ordinary Shares subject
to any Awards that expire without being exercised or that are forfeited shall
again be available for future grants of Awards, provided that Ordinary Shares
subject to a Stock Appreciation Right granted in tandem with other Awards
granted under the Plan shall be replenished only once for the overall number of
Ordinary Shares subject thereto and not for both the number of Ordinary Shares
subject to the tandem Stock Appreciation portion of the Award and the number of
Ordinary Shares subject to the Option portion of the Award.  Ordinary
Shares subject to Awards that have been retained by the Company in payment or
satisfaction of the purchase price or tax withholding obligation of an Award
shall not count against the limit set forth in first sentence of this paragraph
(a) above.  The Company shall not be under any obligation,
however, to make any such future Awards.  No Eligible Person may
receive: (i) Stock Options or Stock Appreciation Rights under this Plan for
more than 500,000 Ordinary Shares in any one fiscal year of the Company;
(ii) Performance Grants (denominated in Ordinary Shares) for more than
500,000 Ordinary Shares in any one fiscal year of the Company and
(iii) Performance Grants (denominated in cash) for more than $500,000 in
any one fiscal year of the Company.  The foregoing limitations shall
be subject to adjustment as provided in Section 16, but only to the extent that
any such adjustment will not affect the status of:  (A) any Award
intended to qualify as performance-based compensation under Section 162(m)
of the Code; (B) any Award intended to qualify as an Incentive Stock Option
or (C) any Award intended to comply with, or qualify for an exception to,
Section 409A.  Ordinary Shares issued pursuant to this Plan may be
either authorized but unissued shares, treasury shares, reacquired shares or any
combination thereof.

     

    (c)           Rights with Respect to Ordinary
Shares and Other Securities.  Except as provided in subsection
8(c) with respect to Awards of Restricted Stock and unless otherwise determined
by the Committee in its discretion, a Participant to whom an Award is made (and
any Person succeeding to such a Participant’s rights pursuant to this Plan)
shall have no rights as a stockholder with respect to any Ordinary Shares or as
a holder with respect to other securities, if any, issuable pursuant to any such
Award until the date a stock certificate evidencing such Ordinary Shares or
other evidence of ownership is issued to such Participant or until Participant's
ownership of such Ordinary Shares shall have been entered into the books of the
registrar in the case of uncertificated shares.

     

    Section 6.  Stock Options.  The
Committee may grant Stock Options; provided that an Incentive
Stock Option may be granted only to Eligible Persons who are employees of ANNI
or any parent or subsidiary of ANNI within the meaning of Code Sections 424(e)
and (f), including a subsidiary which becomes such after adoption of the
plan.  Each Stock Option granted or sold under this Plan shall be
evidenced by an agreement in such form as the Committee shall prescribe from
time to time in accordance with this Plan and shall comply with the applicable
terms and conditions of this Section and this Plan, and with such other terms
and conditions, including, but not limited to, restrictions upon the Stock
Option or the Ordinary Shares issuable upon exercise thereof, as the Committee,
in its discretion, shall establish.


    
      
         


      

      
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    (a)          The
exercise price of a Stock Option shall not be less than the Fair Market Value of
the Ordinary Shares subject to such Stock Option on the date of grant, as
determined by the Committee; provided, however, if an
Incentive Stock Option is granted to a Ten Percent Employee, such exercise price
shall not be less than 110% of such Fair Market Value at the time the Stock
Option is granted.

     

    (b)          The
Committee shall determine the number of Ordinary Shares to be subject to each
Stock Option.

     

    (c)          Any
Stock Option may be exercised during its term only at such time or times and in
such installments as the Committee may establish.

     

    (d)          A
Stock Option shall not be exercisable:

     

    (i)           in
the case of any Incentive Stock Option granted to a Ten Percent Employee, after
the expiration of five years from the date it is granted, and, in the case of
any other Stock Option, after the expiration of ten years from the date it is
granted; and

     

    (ii)          unless
payment in full is made for the shares being acquired under such Stock Option at
the time of exercise as provided in subsection 6(h).

     

    (e)          The
Committee shall determine in its discretion and specify in each agreement
evidencing a Stock Option the effect, if any, the termination of the
Participant’s employment with or performance of services for the Company shall
have on the exercisability of the Stock Option.

     

    (f)          In
the case of an Incentive Stock Option, the amount of the aggregate Fair Market
Value of Ordinary Shares (determined at the time of grant of the Stock Option)
with respect to which incentive stock options are exercisable for the first time
by an employee of the Company during any calendar year (under all such plans of
his or her employer corporation and its parent and subsidiary corporations)
shall not exceed $100,000 or such other amount as is specified in the
Code.

     

    (g)         It
is the intent of ANNI that Nonqualified Stock Options granted under this Plan
not be classified as Incentive Stock Options, that the Incentive Stock Options
granted under this Plan be consistent with and contain or be deemed to contain
all provisions required under Section 422 and the other appropriate
provisions of the Code and any implementing regulations (and any successor
provisions thereof), and that any ambiguities in construction shall be
interpreted in order to effectuate such intent. If a Stock Option is intended to
be an Incentive Stock Option, and if for any reason such Stock Option (or
portion thereof) shall not qualify as an Incentive Stock Option, then, to the
extent of such nonqualification, such Stock Option (or portion thereof) shall be
regarded as a Nonqualified Stock Option granted under this Plan; provided that
such Stock Option (or portion thereof) otherwise complies with this Plan’s
requirements relating to Nonqualified Stock Options. In no event shall any
member of the Committee or the Company (or its employees, officers or directors)
have any liability to any Participant (or any other Person) due to the failure
of a Stock Option to qualify for any reason as an Incentive Stock
Option.

     

    (h)         For
purposes of payments made to exercise Stock Options, such payment shall be made
in such form (including, but not limited to, cash, Ordinary Shares, the
surrender of another outstanding Award under this Plan, broker assisted cashless
exercise or any combination thereof) as the Committee may determine in its
discretion.

     

    
      
         


      

      
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    Section 7.  Stock Appreciation
Rights.  The Committee may grant Stock Appreciation Rights.
Each Award of Stock Appreciation Rights granted under this Plan shall be
evidenced by an agreement in such form as the Committee shall prescribe from
time to time in accordance with this Plan and shall comply with the applicable
terms and conditions of this Section and this Plan, and with such other terms
and conditions, including, but not limited to, restrictions upon the Award of
Stock Appreciation Rights or the Ordinary Shares issuable upon exercise thereof,
as the Committee, in its discretion, shall establish.

     

    (a)          The
Committee shall determine the number of Ordinary Shares to be subject to each
Award of Stock Appreciation Rights.

     

    (b)          Any
Stock Appreciation Right may be exercised during its term only at such time or
times and in such installments as the Committee may establish and shall not be
exercisable after the expiration of ten years from the date it is
granted.

     

    (c)          The
Committee shall determine in its discretion and specify in each agreement
evidencing an Award of Stock Appreciation Rights the effect, if any, the
termination of the Participant’s employment with or performance of services for
the Company shall have on the exercisability of the Award of Stock Appreciation
Rights.

     

    (d)          An
Award of Stock Appreciation Rights shall specify a number of Ordinary Shares and
entitle the holder to receive an aggregate value equal to the excess of the Fair
Market Value of one Ordinary Share, at the time of such exercise, over the
exercise price, times the number of Ordinary Shares subject to the Award, or
portion thereof, that is so exercised or surrendered, as the case may
be.  Stock Appreciation Rights shall have an exercise price no less
than the Fair Market Value of the Common Shares covered by the right on the date
of grant.

     

    (e)          A
Stock Appreciation Right may provide that it shall be deemed to have been
exercised at the close of business on the business day preceding the expiration
date of the Stock Appreciation Right, or such other date as specified by the
Committee, if at such time such Stock Appreciation Right has a positive value.
Such deemed exercise shall be settled or paid in the same manner as a regular
exercise thereof as provided in subsection 7(d) of this
Agreement.

     

    Section 8.  Restricted Stock and Restricted
Stock Units.  The Committee may grant Awards of Restricted
Stock and Restricted Stock Units. Each Award of Restricted Stock or Restricted
Stock Units under this Plan shall be evidenced by an agreement in such form as
the Committee shall prescribe from time to time in accordance with this Plan and
shall comply with the applicable terms and conditions of this Section and this
Plan, and with such other terms and conditions as the Committee, in its
discretion, shall establish.

     

    (a)          The
Committee shall determine the number of Ordinary Shares to be issued to a
Participant pursuant to the Award of Restricted Stock or Restricted Stock Units,
and the extent, if any, to which they shall be issued in exchange for cash,
other consideration, or both.

     

    (b)          Until
the expiration of such period as the Committee shall determine from the date on
which the Award is granted and subject to such other terms and conditions as the
Committee in its discretion, shall establish (the “Restricted Period”), a
Participant to whom an Award of Restricted Stock is made shall be issued, but
shall not be entitled to the delivery of, a stock certificate or otherwise
evidence of ownership representing the Ordinary Shares subject to such Award.
The standard vesting schedule applicable to Awards of Restricted Stock and
Restricted Stock Units shall provide for vesting of such Awards, in one or more
increments, over a service period of no less than three years; provided,
however, this limitation shall not apply to Awards granted to non-employee
directors of the Board that are received pursuant to the Company's compensation
program applicable to non-employee directors of the Board, or adversely affect a
Participant's rights under another plan or agreement with the
Company.


    
      
         


      

      
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    (c)          Unless
otherwise determined by the Committee in its discretion, a Participant to whom
an Award of Restricted Stock has been made (and any Person succeeding to such a
Participant’s rights pursuant to this Plan) shall have, after issuance of a
certificate for the number of Ordinary Shares awarded (or after the
Participant's ownership of such Ordinary Shares shall have been entered into the
books of the registrar in the case of uncertificated shares) and prior to the
expiration of the Restricted Period, ownership of such Ordinary Shares,
including the right to vote such Ordinary Shares and to receive dividends or
other distributions made or paid with respect to such Ordinary Shares (provided that such Ordinary
Shares, and any new, additional or different shares, or Other ANNI Securities or
property, or other forms of consideration that the Participant may be entitled
to receive with respect to such Ordinary Shares as a result of a stock split,
stock dividend or any other change in the corporation or capital structure of
ANNI, shall be subject to the restrictions set forth in this Plan as determined
by the Committee in its discretion), subject, however, to the restrictions and
limitations imposed thereon pursuant to this Plan.

     

    (d)          The
Committee shall determine in its discretion and specify in each agreement
evidencing an Award of Restricted Stock or Restricted Stock Units the effect, if
any, the termination of the Participant’s employment with or performance of
services for the Company during the Restricted Period shall have on such
Award.

     

    (e)          The
Committee may grant Dividend Equivalents to Participants in connection with
Awards of Restricted Stock Units.  The Committee may provide, at the
date of grant or thereafter, that Dividend Equivalents shall be paid or
distributed when accrued or shall be deemed to have been reinvested in
additional Ordinary Shares, or other investment vehicles as the Committee may
specify; provided that, unless otherwise determined by the Committee, Dividend
Equivalents shall be subject to all conditions and restrictions of the
underlying Restricted Stock Units to which they relate.

     

    Section 9.  Performance
Grants.

     

    (a)          Grant.  Subject to
the limitations set forth in Section 5(b), the Committee shall have sole and
complete authority to determine the Eligible Persons who shall receive a
Performance Grant which shall consist of a right that is (i) denominated in
cash, Ordinary Shares or any other form of Award issuable under this Plan (or
any combination thereof), (ii) valued, as determined by the Committee, in
accordance with the achievement of such performance goals during such
performance periods as the Committee shall establish and (iii) payable at such
time and in such form as the Committee shall determine. Unless otherwise
determined by the Committee, any such Performance Grant shall be evidenced by an
Award agreement containing the terms of the Award, including, but not limited
to, the performance criteria and such terms and conditions as may be determined,
from time to time, by the Committee, in each case, not inconsistent with this
Plan.  In relation to any Performance Grant, the performance period
may consist of one or more calendar years or other fiscal period of at least 12
months in length for which performance is being measured.


    
      
         


      

      
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    (b)          Terms and
Conditions.  For Awards intended to be performance-based
compensation under Section 162(m), Performance Grants shall be conditioned upon
the achievement of pre-established goals relating to one or more of the
following objective performance measures, as determined in writing by the
Committee and subject to such modifications as specified by the Committee: cash
flow; cash flow from operations; earnings (including, but not limited to,
earnings before interest, taxes, depreciation and amortization or some variation
thereof); earnings per share, diluted or basic; earnings per share from
continuing operations; net asset turnover; inventory turnover; capital
expenditures; debt; debt reduction; working capital; return on investment;
return on sales; net or gross sales; market share; economic value added; cost of
capital; change in assets; expense reduction levels; productivity; delivery
performance; safety record and/or performance; stock price; return on equity;
total or relative increases to stockholder return; return on invested capital;
return on assets or net assets; revenue; income or net income; operating income
or net operating income; operating profit or net operating profit; gross margin,
operating margin or profit margin; and completion of acquisitions, business
expansion, product diversification, new or expanded market penetration, and
other objective non-financial operating and management performance measures. To
the extent consistent with Section 162(m), the Committee may determine, at the
time the performance goals are established, that certain adjustments shall
apply, in whole or in part, in such manner as determined by the Committee, to
exclude the effect of any of the following events that occur during a
performance period: the impairment of tangible or intangible assets; litigation
or claim judgments or settlements; the effect of changes in tax law, accounting
principles or other such laws or provisions affecting reported results; business
combinations, reorganizations and/or restructuring programs, including, but not
limited to, reductions in force and early retirement incentives; currency
fluctuations; and any extraordinary, unusual, infrequent or non-recurring items,
including, but not limited to, such items described in Accounting Standards
Codification (ASC) 225 or described in management’s discussion and analysis of
financial condition and results of operations or the financial statements and
notes thereto appearing in ANNI's annual report for the applicable period.
Performance measures may be determined either individually, alternatively or in
any combination, applied to either the Company as a whole or to a business unit
or subsidiary entity thereof, either individually, alternatively or in any
combination, and measured over a period of time including any portion of a year,
annually or cumulatively over a period of years, on an absolute basis or
relative to a pre-established target, to previous fiscal years’ results or to a
designated comparison group, in each case as specified by the
Committee.

     

    (c)          Preestablished Performance
Goals.  For Awards intended to be performance-based
compensation under Section 162(m), performance goals relating to the performance
measures set forth above shall be preestablished in writing by the Committee,
and achievement thereof certified in writing prior to payment of the Award, as
required by Section 162(m) and Treasury Regulations promulgated thereunder.
All such performance goals shall be established in writing no later than ninety
(90) days after the beginning of the applicable performance period; provided, however, that for a
performance period of less than one (1) year, the Committee shall take any such
actions prior to the lapse of 25% of the performance period. In addition to
establishing minimum performance goals below which no compensation shall be
payable pursuant to a Performance Grant, the Committee, in its sole discretion,
may create a performance schedule under which an amount less than or more than
the target award may be paid so long as the performance goals have been
achieved.

     

    (d)          Additional Restrictions/Negative
Discretion.  The Committee, in its sole discretion, may also
establish such additional restrictions or conditions that must be satisfied as a
condition precedent to the payment of all or a portion of any Performance
Grants. Such additional restrictions or conditions need not be performance-based
and may include, among other things, the receipt by a Participant of a specified
annual performance rating, the continued employment by the Participant and/or
the achievement of specified performance goals by the Company, business unit or
Participant. Furthermore, and notwithstanding any provision of this Plan to the
contrary, the Committee, in its sole discretion, may retain the discretion to
reduce the amount of any Performance Grant to a Participant if it concludes that
such reduction is necessary or appropriate based upon: (i) an evaluation of such
Participant’s performance; (ii) comparisons with compensation received by other
similarly-situated individuals working within the Company’s industry; (iii) the
Company’s financial results and conditions or (iv) such other factors or
conditions that the Committee deems relevant; provided, however, the Committee
shall not use its discretionary authority to increase any Award that is intended
to be performance-based compensation under Section 162(m).

     

    (e)          Payment of Performance
Awards.  Performance Grants may be paid in a lump sum within
two and one-half months following the close of the performance period or, in a
lump sum or in installments in accordance with procedures established by the
Committee and in accordance with Section 409A, on a deferred basis.

     

    
      
         


      

      
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    Section
10.  Other
Share-Based Awards.  The Committee shall have authority to
grant to Eligible Persons Other Share-Based Awards, which shall consist of any
right that is (i) not an Award described in Sections 6 through 9 above and (ii)
an Award of Ordinary Shares or an Award denominated or payable in, valued in
whole or in part by reference to, or otherwise based on or related to, Ordinary
Shares (including, without limitation, securities convertible into Ordinary
Shares), as deemed by the Committee to be consistent with the purposes of this
Plan. Subject to the terms of this Plan and any applicable Award agreement, the
Committee shall determine the terms and conditions of any such Other Share-Based
Award.

     

    Section 11.  Section 409A. Notwithstanding
any provision of the Plan or an Award agreement to the contrary, if any Award or
benefit provided under this Plan is subject to the provisions of Section 409A,
the provisions of the Plan and any applicable Award agreement shall be
administered, interpreted and construed in a manner necessary in order to comply
with Section 409A or an exception thereto (or disregarded to the extent such
provision cannot be so administered, interpreted or construed), and the
following provisions shall apply with respect to such Award or Benefit, as
applicable.

     

    (a)          If
a Participant is a "specified employee" for purposes of Section 409A and a
payment subject to Section 409A (and not excepted therefrom) to the Participant
is due upon separation from service, such payment shall be delayed for a period
of six (6) months after the date the Participant separates from service (or, if
earlier, the death of the Participant).  Any payment that would
otherwise have been due or owing during such six-month period will be paid
immediately following the end of the six-month period unless another compliant
date is specified in the applicable agreement.

     

    (b)          For
purposes of Section 409A, and to the extent applicable to any Award or benefit
under the Plan, it is intended that distribution events qualify as permissible
distribution events for purposes of Section 409A and shall be interpreted and
construed accordingly. Whether a Participant has separated from service or
employment will be determined by the Committee based on all of the facts and
circumstances and, to the extent applicable to any Award or benefit, in
accordance with the guidance issued under Section 409A.  For this
purpose, a Participant will be presumed to have experienced a separation from
service when the level of bona
fide services performed permanently decreases to a level less than twenty
percent (20%) of the average level of bona fide services performed
during the immediately preceding thirty-six (36) month period or such other
applicable period as provided by Section 409A.

     

    (c)          The
grant of Nonqualified Stock Options, Stock Appreciation Rights and other stock
rights subject to Section 409A shall be granted under terms and conditions
consistent with Treas. Reg. §1.409A-1(b)(5) such that any such Award does not
constitute a deferral of compensation under Section
409A.  Accordingly, any such Award may be granted to Eligible Persons
of ANNI and its subsidiaries and affiliates in which ANNI has a controlling
interest.  In determining whether ANNI has a controlling interest, the
rules of Treas. Reg. §1.414(c)-2(b)(2)(i) shall apply; provided that the
language "at least 50 percent" shall be used instead of "at least 80 percent" in
each place it appears; provided, further, where legitimate business reasons
exist (within the meaning of Treas. Reg. §1.409A-1(b)(5)(iii)(E)(i)), the
language "at least 20 percent" shall be used instead of "at least 80 percent" in
each place it appears.  The rules of Treas. Reg. §§1.414(c)-3 and
1.414(c)-4 shall apply for purposes of determining ownership
interests.

     

    (d)          In
no event shall any member of the Committee or the Company (or its employees,
officers or directors) have any liability to any Participant (or any other
Person) due to the failure of an Award to satisfy the requirements of Section
409A.

     

    Section 12.  Deferred Payment of
Awards.  The Committee, in its discretion, may specify the
conditions under which the payment of all or any portion of any cash
compensation, or Ordinary Shares or other form of payment under an Award, may be
deferred until a later date. Deferrals shall be for such periods or until the
occurrence of such events, and upon such terms and conditions, as the Committee
shall determine in its discretion, in accordance with the provisions of Section
409A, the regulations and other binding guidance promulgated thereunder;
provided, however, that no deferral shall be permitted with respect to Options
or Stock Appreciation Rights.


    
      
         


      

      
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    Section 13.
Transferability of
Awards.  A Participant’s rights and interest under this Plan or
any Award may not be assigned or transferred, hypothecated or encumbered in
whole or in part either directly or by operation of law or otherwise, including,
but not by way of limitation, execution, levy, garnishment, attachment, pledge,
bankruptcy or in any other manner; provided, however, the
Committee may permit such transfer to a Permitted Transferee; and provided, further, that,
unless otherwise permitted by the Code, any Incentive Stock Option granted
pursuant to this Plan shall not be transferable other than by will or by the
laws of descent and distribution, and shall be exercisable during the
Participant’s lifetime only by Participant or by such Permitted
Transferee.

     

    Section 14.  Amendment or Substitution of Awards
under this Plan.  The terms of any outstanding Award under this
Plan may be amended or modified from time to time by the Committee in its
discretion in any manner that it deems appropriate (including, but not limited
to, acceleration of the date of exercise of any Award and/or payments under any
Award) if the Committee could grant such amended or modified Award under the
terms of this Plan at the time of such amendment or modification; provided that no such
amendment or modification shall: (i) accelerate the vesting or exercisability of
any Awards other than in connection with a Participant's death, disability,
retirement or a change in control or other transaction contemplated by Section
16 hereof; provided
further, the foregoing limitation shall not apply to (A) Awards for up to
five percent (5%) of the aggregate number of Ordinary Shares authorized for
issuance under the Plan, or (B) any Performance Grant the payment of which
remains contingent upon the attainment of the performance goal; or (ii)
adversely affect in a material manner any right of a Participant under the Award
without his or her written consent.  Notwithstanding the foregoing or
any provision of an Award to the contrary, the Committee may at any time
(without the consent of any Participant) modify, amend or terminate any or all
of the provisions of an Award to the extent necessary to conform the provisions
of the Award with Section 162(m), Section 409A or any other provision of the
Code or other applicable law, the regulations issued thereunder or an exception
thereto, regardless of whether such modification, amendment or termination of
the Award shall adversely affect the rights of a Participant. The Committee may,
in its discretion, permit holders of Awards under this Plan to surrender
outstanding Awards in order to exercise or realize the rights under other
Awards, or in exchange for the grant of new Awards, or require holders of Awards
to surrender outstanding Awards as a condition precedent to the grant of new
Awards under this Plan.  Notwithstanding any provision of this Plan to
the contrary, neither the Board nor the Committee may, without stockholder
approval, reduce the exercise price of any outstanding Stock Option or Stock
Appreciation Right or take any other action with respect to outstanding Stock
Options or Stock Appreciation Rights that is treated as a repricing of such
Stock Options or Stock Appreciation Rights under generally accepted accounting
principles (unless otherwise permitted by applicable listing
standards).

     

    Section 15.  Termination of a
Participant.  For all purposes under this Plan, the Committee
shall determine whether a Participant has terminated employment with, or the
performance of services for, the Company; provided, however, an absence
or leave approved by the Company, to the extent permitted by applicable
provisions of the Code, shall not be considered an interruption of employment or
performance of services for any purpose under this Plan.


    
      
         


      

      
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    Section 16.  Dilution and Other
Adjustments.  In the event a dividend (other than a regular
cash dividend) or other distribution (whether in the form of cash, Ordinary
Shares, Other ANNI Securities or other property), recapitalization, stock split,
reverse stock split, reorganization, merger, consolidation, split-up, spin-off,
combination, repurchase or exchange of Ordinary Shares or Other ANNI Securities,
issuance of warrants or other rights to purchase Ordinary Shares or Other ANNI
Securities or other similar corporate transaction or event affects the Ordinary
Shares such that an adjustment is determined by the Committee so as to maintain
the proportionate number of Ordinary Shares or Other Holdings Securities without
changing the aggregate exercise or settlement price, then the Committee shall,
in an equitable manner, (i) adjust any or all of (a) the aggregate maximum
number of Ordinary Shares or Other ANNI Securities (or number and kind of other
securities or property) with respect to which Awards may be granted under this
Plan pursuant to Section 5(b), (b) the individual maximum number of
Ordinary Shares that may be granted as Stock Options, Stock Appreciation Rights
and Performance Grants (denominated in Ordinary Shares) to a Participant
pursuant to Section 5(b) of this Plan, (c) the number of Ordinary Shares or
Other ANNI Securities (or number and kind of other securities or property)
subject to outstanding Awards and (d) the grant or exercise price with respect
to any outstanding Award; (ii) if deemed appropriate, provide for an equivalent
Award or substitute Award in respect of securities of the surviving entity of
any merger, consolidation or other transaction or event having a similar effect;
or (iii) if deemed appropriate, make provision for a cash payment to the holder
of an outstanding Award; provided, that, in each case, any such adjustment shall
be performed in accordance with the applicable provisions of the Code and the
Treasury Regulations issued thereunder so as to not affect the status of: (A)
any Award intended to qualify as performance-based compensation under Section
162(m); (B) any Award intended to qualify as an Incentive Stock Option
under Section 422 or (C) any Award intended to comply with, or qualify for
an exception to, Section 409A. Unless otherwise provided by the Committee, all
outstanding Awards shall terminate immediately prior to the consummation of any
dissolution or liquidation of the Company. Any such termination or adjustment
made by the Committee will be final, conclusive and binding for all purposes of
this Plan.

     

    Section 17.  Designation of Beneficiary by
Participant.  A Participant may name a beneficiary to receive
any payment to which such Participant may be entitled with respect to any Award
under this Plan in the event of his or her death, on a written form to be
provided by and filed with the Committee, and in a manner determined by the
Committee in its discretion (a “Beneficiary”). The Committee
reserves the right to review and approve Beneficiary designations. A Participant
may change his or her Beneficiary from time to time in the same manner, unless
such Participant has made an irrevocable designation. Any designation of a
Beneficiary under this Plan (to the extent it is valid and enforceable under
applicable law) shall be controlling over any other disposition, testamentary or
otherwise, as determined by the Committee in its discretion. If no designated
Beneficiary survives the Participant and is living on the date on which any
amount becomes payable to such a Participant’s Beneficiary, such payment will be
made to the legal representatives of the Participant’s estate, and the term
“Beneficiary” as used
in this Plan shall be deemed to include such Person or Persons. If there are any
questions as to the legal right of any Beneficiary to receive a distribution
under this Plan, the Committee in its discretion may determine that the amount
in question be paid to the legal representatives of the estate of the
Participant, in which event the Company, the Board, the Committee, the
Designated Administrator (if any), and the members thereof, will have no further
liability to anyone with respect to such amount.

     

    Section 18.  Miscellaneous
Provisions.

     

    (a)          Any
proceeds from Awards shall constitute general funds of ANNI.

     

    (b)          No
fractional shares may be delivered under an Award, but in lieu thereof a cash or
other adjustment may be made as determined by the Committee in its
discretion.

     

    (c)          No
Eligible Person or other Person shall have any claim or right to be granted an
Award under this Plan. Determinations made by the Committee under this Plan need
not be uniform and may be made selectively among Eligible Persons under this
Plan, whether or not such Eligible Persons are similarly situated. Neither this
Plan nor any action taken under this Plan shall be construed as giving any
Eligible Person any right to continue to be employed by or perform services for
the Company, and the right to terminate the employment of or performance of
services by Eligible Persons at any time and for any reason is specifically
reserved.

     

    (d)          No
Participant or other Person shall have any right with respect to this Plan, the
Ordinary Shares reserved for issuance under this Plan or in any Award,
contingent or otherwise, until written evidence of the Award shall have been
delivered to the Participant and all the terms, conditions and provisions of
this Plan and the Award applicable to such Participant (and each Person claiming
under or through such him or her) have been met.


    
      
         


      

      
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    (e)          Notwithstanding
anything to the contrary contained in this Plan or in any Award agreement, each
Award shall be subject to the requirement, if at any time the Committee shall
determine, in its sole discretion, that such requirement shall apply, that the
listing, registration or qualification of any Award under this Plan, or of the
Ordinary Shares, Other ANNI Securities or property or other forms of payment
issuable pursuant to any Award under this Plan, on any stock exchange or other
market quotation system or under any federal or state law, or the consent or
approval of any government regulatory body, is necessary or desirable as a
condition of, or in connection with, the granting of such Award or the exercise
or settlement thereof, such Award shall not be granted, exercised or settled in
whole or in part until such listing, registration, qualification, consent or
approval shall have been effected, obtained and maintained free of any
conditions not acceptable to the Committee. Notwithstanding anything to the
contrary contained in this Plan or in any Award agreement, no Ordinary Shares,
Other ANNI Securities or property or other forms of payment shall be issued
under this Plan with respect to any Award unless the Committee shall be
satisfied that such issuance will be in compliance with applicable law and any
applicable rules of any stock exchange or other market quotation system on which
such Ordinary Shares are listed.  If the Committee determines that the
exercise of any Stock Option or Stock Appreciation Right would fail to comply
with any applicable law or any applicable rules of any stock exchange or other
market quotation system on which Ordinary Shares are listed, the Participant
holding such Stock Option or Stock Appreciation Right shall have no right to
exercise such Stock Option or Stock Appreciation Right until such time as the
Committee shall have determined that such exercise will not violate any
applicable law or any such applicable rule, provided that such Stock Option or
Stock Appreciation Right shall not have expired prior to such time.

     

    (f)       
   It is the intent of ANNI that this Plan and Awards hereunder
comply in all respects with Rule 16b-3 and Sections 162(m), 409A and 422, and
(i) the provisions of the Plan shall be administered, interpreted and construed
in a manner necessary to comply with Rule 16b-3 and Sections 162(m), 409A and
422, the regulations issued thereunder or an exception thereto (or disregarded
to the extent the Plan cannot be so administered, interpreted or construed); and
(ii) in no event shall any member of the Committee or the Company (or its
employees, officers or directors) have any liability to any Participant (or any
other Person) due to the failure of an Award to satisfy the requirements of Rule
16b-3 and Sections 162(m), 409A and 422.

     

    (g)    
     The Company shall have the right to deduct from
any payment made under this Plan any federal, state, local or foreign income or
other taxes required by law to be withheld with respect to such payment. It
shall be a condition to the obligation of ANNI to issue Ordinary Shares, Other
ANNI Securities or property, other securities or property, or other forms of
payment, or any combination thereof, upon exercise, settlement or payment of any
Award under this Plan, that the Participant (or any Beneficiary or Person
entitled to act) pay to ANNI, upon its demand, such amount as may be required by
the Company for the purpose of satisfying any liability to withhold federal,
state, local or foreign income or other taxes. If the amount requested is not
paid, ANNI may refuse to issue Ordinary Shares, Other ANNI Securities or
property, other securities or property, or other forms of payment, or any
combination thereof. Notwithstanding anything in this Plan to the contrary, the
Committee may, in its discretion, permit an Eligible Person (or any Beneficiary
or Person entitled to act) to elect to pay a portion or all of the amount
requested by the Company for such taxes with respect to such Award, at such time
and in such manner as the Committee shall deem to be appropriate (including, but
not limited to, by authorizing ANNI to withhold, or agreeing to surrender to
ANNI on or about the date such tax liability is determinable, Ordinary Shares,
Other ANNI Securities or property, other securities or property, or other forms
of payment, or any combination thereof, owned by such Person or a portion of
such forms of payment that would otherwise be distributed, or have been
distributed, as the case may be, pursuant to such Award to such Person, having a
market value equal to the amount of such taxes); provided, however, that any
broker-assisted cashless exercise shall comply with the requirements for equity
classification of Paragraph 35 of FASB Statement No. 123(R) and any withholding
satisfied through a net-settlement shall be limited to the minimum statutory
withholding requirements.


    
      
         


      

      
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    (h)          The
expenses of this Plan shall be borne by the Company; provided, however, the
Company may recover from a Participant or his or her Beneficiary, heirs or
assigns any and all damages, fees, expenses and costs incurred by the Company
arising out of any actions taken by a Participant in breach of this Plan or any
agreement evidencing such Participant’s Award.

     

    (i)           This
Plan shall be unfunded. The Company shall not be required to establish any
special or separate fund or to make any other segregation of assets to assure
the payment of any Award under this Plan, and rights to the payment of Awards
shall be no greater than the rights of the Company’s general
creditors.

     

    (j)           By
accepting any Award or other benefit under this Plan, each Participant (and each
Person claiming under or through him or her) shall be conclusively deemed to
have indicated his or her acceptance and ratification of, and consent to, any
action taken under this Plan by the Company, the Board, the Committee or the
Designated Administrator (if applicable).

     

    (k)          The
appropriate officers of the Company shall cause to be filed any reports, returns
or other information regarding Awards under this Plan or any Ordinary Shares
issued pursuant to this Plan as may be required by applicable law and any
applicable rules of any stock exchange or other market quotation system on which
Ordinary Shares are listed.

     

    (l)           The
validity, construction, interpretation, administration and effect of this Plan,
and of its rules and regulations, and rights relating to this Plan and to Awards
granted under this Plan, shall be governed by the substantive laws, but not the
choice of law rules, of the State of Delaware.

     

    (m)         Records
of the Company shall be conclusive for all purposes under this Plan or any
Award, unless determined by the Committee to be incorrect.

     

    (n)     
    If any provision of this Plan or any Award is held to be
illegal or invalid for any reason, the illegality or invalidity shall not affect
the remaining provisions of this Plan or any Award, but such provision shall be
fully severable, and this Plan or Award, as applicable, shall be construed and
enforced as if the illegal or invalid provision had never been included in this
Plan or Award, as applicable.

     

    (o)       
  The terms of this Plan shall govern all Awards under this Plan and
in no event shall the Committee have the power to grant any Award under this
Plan that is contrary to any of the provisions of this Plan.

     

    (p)          For
purposes of interpretation of this Plan, the masculine pronoun includes the
feminine and the singular includes the plural wherever appropriate.

     

    Section 19.  Plan Amendment or
Suspension.  This Plan may be amended or suspended in whole or
in part at any time from time to time by the Committee; provided that no such change
or amendment shall be made without stockholder approval if such approval is
necessary to qualify for or comply with any tax or regulatory requirement or
other applicable law for which the Committee deems it necessary or desirable to
qualify or comply. No amendment of this Plan shall adversely affect in a
material manner any right of any Participant with respect to any Award
previously granted without such Participant’s written consent, except as
permitted under Section 14.  Notwithstanding the foregoing or any
provision of the Plan to the contrary, the Committee may at any time (without
the consent of any Participant) modify, amend or terminate any or all of the
provisions of the Plan to the extent necessary to conform the provisions of the
Plan with Section 162(m), Section 409A or any other provision of the Code or
other applicable law, the regulations issued thereunder or an exception thereto,
regardless of whether such modification, amendment or termination of the Plan
shall adversely affect the rights of a Participant.


    
      
         


      

      
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    Section 20.  Plan
Termination.  This Plan shall terminate upon the earlier of the
following dates or events to occur:

     

    (a)          upon
the adoption of a resolution of the Board terminating this Plan; or

     

    (b)  
       the tenth anniversary of the Effective
Date.

     

    No
termination of this Plan shall materially alter or impair any of the rights or
obligations of any Participant, without his or her consent, under any Award
previously granted under this Plan, except that subsequent to
termination of this Plan, the Committee may make amendments or modifications
permitted under Section 14.

     

    Section 21.  Effective
Date.  This Plan shall be effective August 20, 2010 (the "Effective Date"), subject to
its approval by the stockholders of ANNI; provided that, no
Incentive Stock Options shall be exercisable under the Plan unless the
stockholders of ANNI approve the Plan within twelve (12) months after the
Effective Date; provided, further, no
award granted after the Effective Date that is intended to be performance-based
within the meaning of Section 162(m) shall be paid prior to stockholder approval
of the material terms of the Plan.  With respect to Awards granted
under the Plan prior to the Effective Date, all such Awards are intended to be
exempt from the deduction limitations of Section 162(m) pursuant to the
provisions of Treas. Reg. §1.162-27(f) and this Plan and all such Awards shall
be administered, interpreted and construed in a manner necessary to comply with
Treas. Reg. §1.162-27(f) (or disregarded to the extent such provision cannot be
so administered, interpreted or construed).

     

    Section 22.  Governing
Law.  This Plan and any Award granted under this Plan as well
as any determinations made or actions taken under this Plan shall be governed
by, and construed and enforced in accordance with, the internal laws of the
State of Delaware without regard to its choice or conflicts of laws
principles.


    
      
         


      

      
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    Exhibit
1

     

    The
following terms shall have the meaning indicated:

     

    “Award” shall mean an award of
rights to an Eligible Person under this Plan.

     

    “Beneficiary” has the meaning
set forth in Section 17.

     

    “Board” shall mean the board
of directors of Holdings.

     

    “Code” shall mean the United
States Internal Revenue Code of 1986, as it now exists or may be amended from
time to time, and the rules and regulations promulgated thereunder, as they may
exist or may be amended from time to time.

     

    “Committee” shall mean the
person or persons responsible for administering this Plan. The Board shall
constitute the Committee until the Board appoints a Board Committee, after which
time the Board Committee shall constitute the Committee, provided, however, that
at any time the Board may designate itself as the Committee or designate itself
to administer certain of the Committee’s authority under this Plan, including
administering certain Awards under this Plan; provided, however, that a Board
Committee must approve Awards granted to non-employee directors of the Board.
The Board or the Board Committee may designate a Designated Administrator to
constitute the Committee or to administer certain of the Committee’s authority
under this Plan, including administering certain Awards under this Plan, subject
to the right of the Board or the Board Committee, as applicable, to revoke its
designation at any time and to make such designation on such terms and
conditions as it may determine in its discretion. For purposes of this
definition, the “Board
Committee” shall mean a committee of the Board designated by the Board to
administer this Plan. The Board Committee (i) shall be comprised of not fewer
than three directors, (ii) shall meet any applicable requirements under Rule
16b-3, including any requirement that the Board Committee consist of
“Non-Employee Directors” (as defined in Rule 16b-3), (iii) shall meet any
applicable requirements under Section 162(m), including any requirement that the
Board Committee consist of “outside directors” (as defined in Treasury
Regulation §1.162-27(e)(3)(i) or any successor regulation), and (iv) shall meet
any applicable requirements of any stock exchange or other market quotation
system on which Ordinary Shares are listed. For purposes of this definition, the
“Designated Administrator”
shall mean one or more Company officers designated by the Board or a
Board Committee to act as a Designated Administrator pursuant to this Plan.
Except as otherwise determined by the Board, a Designated Administrator shall
only be appointed if Rule 16b-3 permits such appointment and the exercise of any
authority without adversely affecting the ability of Awards to officers of
Holdings to comply with the conditions for Rule 16b-3 or Section
162(m).  The resolutions of the Board or Board Committee designating
the authority of the Designated Administrator shall (i) specify the total number
of Ordinary Shares subject to Awards that may be granted pursuant to this Plan
by the Designated Administrator, and (ii) may not authorize the Designated
Administrator to designate him or herself as the recipient of any Awards
pursuant to this Plan.

     

    “Company” shall mean Holdings
and any parent, affiliate or subsidiary of Holdings, including any affiliates or
subsidiaries which become such after adoption of this Plan.

     

    “Dividend Equivalents” shall
mean an Award of cash or other Awards with a Fair Market Value equal to the
dividends which would have been paid on the Ordinary Shares underlying an
outstanding Award of Restricted Stock Units had such Ordinary Shares been
outstanding.

     

    “Effective Date” has the
meaning set forth in Section 21.

     

    “Eligible Person(s)” shall
mean those persons who are full or part-time employees of the Company or other
individuals who perform services for the Company, including, without limitation,
directors who are not employees of the Company and consultants and independent
contractors who perform services for the Company.


    
      
         


      

      
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    “Exchange Act” shall mean the
Securities Exchange Act of 1934, as it now exists or may be amended from time to
time, and the rules promulgated thereunder, as they may exist or may be amended
from time to time.

     

    “Fair Market Value” shall mean
(i) with respect to the Ordinary Shares, as of any date (A) if the Company's
Ordinary Shares are listed on any established stock exchange, system or market,
the closing market price of the Ordinary Shares as quoted in such exchange,
system or market on such date as reported in the Wall Street Journal or such
other source as the Committee deems reliable or (B) in the absence of an
established market for the Ordinary Shares, as determined in good faith by the
Committee through the reasonable application of a reasonable valuation methods
or (ii) with respect to property other than Ordinary Shares, the value of such
property, as determined by the Committee, in its sole discretion.

     

    “Holdings” shall mean AgFeed
Animal Nutrition Holdings, Inc., a British Virgin Islands
corporation.

     

    “Incentive Stock Option” shall
mean a Stock Option that is an incentive stock option as defined in Section 422.
Incentive Stock Options are subject, in part, to the terms, conditions and
restrictions described in Section 6.

     

    “Nonqualified Stock Option”
shall mean a Stock Option that is not an incentive stock option as defined in
Section 422. Nonqualified Stock Options are subject, in part, to the terms,
conditions and restrictions described in Section 6.

     

    “Ordinary Shares” shall mean
Class A ordinary shares, par value $0.0001 per share, of Holdings and stock
of any other class into which such shares may thereafter be
changed.

     

    “Other Holdings Securities”
shall mean Holdings securities (which may include, but need not be limited to,
unbundled stock units or components thereof, debentures, preferred stock,
warrants, securities convertible into Ordinary Shares or other property) other
than Ordinary Shares.

     

    “Participant” shall mean an
Eligible Person to whom an Award has been granted under this Plan.

     

    “Performance Grant” shall mean
an Award subject, in part, to the terms, conditions and restrictions described
in Section 9, pursuant to which the recipient may become entitled to
receive cash, Ordinary Shares, Other Holdings Securities any other form of award
issuable under this Plan payment, or any combination thereof, as determined by
the Committee.

     

    “Permitted Transferee” means
(i) any person defined as an employee in the Instructions to Registration
Statement Form S-8 promulgated by the Securities and Exchange Commission, as
such Form may be amended from time to time, which persons include, as of the
date of adoption of this Plan, executors, administrators or beneficiaries of the
estates of deceased Participants, guardians or members of a committee for
incompetent former Participants, or similar persons duly authorized by law to
administer the estate or assets of former Participants, and (ii) Participants’
family members who acquire Awards from the Participant other than for value,
including through a gift or a domestic relations order. For purposes of this
definition, “family
member” includes 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,
including adoptive relationships, any person sharing the Participant’s household
(other than a tenant or employee), a trust in which these persons have more than
fifty percent of the beneficial interest, a foundation in which these persons
(or the Participant) control the management of assets, and any other entity in
which these persons (or the Participant) own more than fifty percent of the
voting interests. For purposes of this definition, neither (i) a transfer under
a domestic relations order in settlement of marital property rights, nor (ii) a
transfer to an entity in which more than fifty percent of the voting or
beneficial interests are owned by family members (or the Participant) in
exchange for an interest in that entity is considered a transfer for “value”.


    
      
         


      

      
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    “Person” means any individual,
firm, corporation, partnership, limited liability company, trust, incorporated
or unincorporated association, joint venture, joint stock company, governmental
body or other entity of any kind.

     

    “Plan” shall mean this AgFeed
Animal Nutrition Holdings, Inc. 2010 Long-Term Incentive Plan.

     

    “Restricted Period” has the
meaning set forth in subsection 8(b).

     

    “Restricted Stock” shall mean
an Award of Ordinary Shares that are issued subject, in part, to the terms,
conditions and restrictions described in Section 8.

     

    “Restricted Stock Units” shall
mean an Award of the right to receive either (as the Committee determines)
Ordinary Shares or cash equal to the Fair Market Value of a Ordinary Share,
issued subject, in part, to the terms, conditions and restrictions described in
Section 8.

     

    “Rule 16b-3” shall mean Rule
16b-3 promulgated by the Securities and Exchange Commission under the Exchange
Act and any successor rule.

     

    “Section 162(m)” shall mean
§162(m) of the Code, any rules or regulations promulgated thereunder, as they
may exist or may be amended from time to time, or any successor to such
section.

     

    “Section 409A” shall mean
§409A of the Code, any rules or regulations promulgated thereunder, as they may
exist or may be amended from time to time, or any successor to such
section.

     

    "Section 422" shall mean §422
of the Code, any rules or regulations promulgated thereunder, as they may exist
or may be amended from time to time, or any successor to such
section.

     

    “Stock Appreciation Right”
shall mean an Award of a right to receive (without payment to Holdings) cash,
Ordinary Shares, Other Holdings Securities or property, or other forms of
payment, or any combination thereof, as determined by the Committee, based on
the increase in the value of the number of Ordinary Shares specified in the
Stock Appreciation Right. Stock Appreciation Rights are subject, in part, to the
terms, conditions and restrictions described in Section 7.

     

    “Stock Option” shall mean an
Award of a right to purchase Ordinary Shares. The term Stock Option shall
include Nonqualified Stock Options, Incentive Stock Options and Purchased
Options.

     

    “Ten Percent Employee” shall
mean an employee of Holdings or any parent or subsidiary of Holdings who owns
stock representing more than ten percent of the voting power of all classes of
stock of Holdings or any parent or subsidiary of Holdings within the meaning of
Code §§424(e) and (f).

     

    “Treasury Regulation” shall
mean a final, proposed or temporary regulation of the Department of Treasury
under the Code and any successor regulation.


    
      
         


      

      
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